RBB 10-K & 10-Q changes, risk factors and insider trading
RBB Bancorp · Nasdaq · State Commercial Banks · CIK 1499422 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The development and use of new technologies, including artificial intelligence ("AI"), can present risks and uncertainties that could adversely affect our business and financial condition.”
Removed heading “While customer confidence in the banking system has improved considerably since the first half of 2023, risk related to disintermediation and uninsured deposits remain, and could continue to have a material effect on our operations and/or stock price.”
Largest changes
“To date, we have no knowledge of a successful cyber-attack or other material information security breach affecting our systems. However, our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, the continuation of a remote work environment for our employees and service providers and our plans to continue to implement and expand digital banking services, expand operations, and use third-party information systems that includes cloud-based infrastructure, platforms, and software. …”see in full comparison
“To date, we have no knowledge of any successful cyber-attack or material information security breach affecting our systems. However, our exposure remains heightened due to the evolving nature of the threats, the continued use of remote work arrangements by employees and service providers, our ongoing expansion of digital banking services, and our reliance on third-party information systems including cloud-based infrastructure, platforms, and software. Recent attacks targeting financial services institutions demonstrate that the risk to our systems remains significant. …”see in full comparison
“The development and use of new technologies, including artificial intelligence ("AI"), can present risks and uncertainties that could adversely affect our business and financial condition.”see in full comparison
“While customer confidence in the banking system has improved considerably since the first half of 2023, risk related to disintermediation and uninsured deposits remain, and could continue to have a material effect on our operations and/or stock price.”see in full comparison
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on that system of internal control. In the past, material weaknesses have been identified in our internal controls over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.see in full comparisonFollowing identification of the material weaknesses, we implemented a number of controls and procedures designed to improve our control environment, which we believe will be sufficient to remediate our previously identified material weakness.Our actions to maintain effective controls and remedy any weakness or deficiency may not be sufficient to result in an effective internal control environment and any future failure to maintain effective internal control over financial reporting could impair the reliability of our financial statements, which in turn could harm our business, impair investor confidence in the accuracy and completeness of our financial reports, impair our access to the capital markets, cause the price of our common stock to decline and subject us to increased regulatory scrutiny and/or penalties, and higher risk of shareholder litigation.
“Several high-profile bank failures in the first half of 2023 generated significant market volatility among publicly traded bank holding companies and, in particular, regional banks. The industry has stabilized since these failures and the customer confidence in the safety and soundness of smaller regional banks has improved considerably. …”see in full comparison
Full comparison: every changed paragraph (34)
Shifts in short-term interest rates may reduce net interest income, which is the principal component of our earnings. Net interest income is the difference between the amounts received by us on our interest-earning assets and the interest paid by us on our interest-bearing liabilities. When interest rates rise, the rate of interest we receive on our assets, such as loans, risesmay rise more quickly than the rate of interest that we pay on our interest-bearing liabilities, such as deposits, which may cause our profits to increase. However, when interest rates decrease, the rate of interest we receive on our assets, such as loans, may decline more quickly than the rate of interest that we pay on our interest-bearing liabilities, such as deposits, which may cause our profits to decrease. The impact on earnings is more adverse when the slope of the yield curve flattens or becomes inverted, that is, when short-term interest rates remain constant or increase more than long-term interest rates or when long-term interest rates decrease more than short-term interest rates.
While customer confidence in the banking system has improved considerably since the first half of 2023, risk related to disintermediation and uninsured deposits remain, and could continue to have a material effect on our operations and/or stock price.
Several high-profile bank failures in the first half of 2023 generated significant market volatility among publicly traded bank holding companies and, in particular, regional banks. The industry has stabilized since these failures and the customer confidence in the safety and soundness of smaller regional banks has improved considerably. Nevertheless, risks remain that customers may choose to invest in higher yielding and higher-rated short-term fixed income securities or maintain deposits with larger more systematically important financial institutions, all of which could materially and adversely impact our liquidity, loan funding capacity, net interest margin, capital, and results of operations. In addition, the banking operating environments and public trading prices of banking institutions can be highly correlated, in particular during times of stress, which could adversely impact the trading prices of our common stock and potentially, our results of operations.
At December 31, 2024,2025, we had $1.5$1.6 billion of commercial loans, consisting of $1.2$1.3 billion of CRE loans, $129.6$140.1 million of C&I loans for which real estate is not the primary source of collateral and $173.3$155.5 million of C&D loans. C&I loans represented 4.2% of our total loan portfolio at December 31, 2024. Commercial loans are often larger and involve greater risks than other types of lending. Because payments on such loans are often dependent on the successful operation or development of the property or business involved, repayment of such loans is often more sensitive than other types of loans to adverse conditions in the real estate market or the general business climate and economy. Accordingly, a downturn in the real estate market and a challenging business and economic environment may increase our risk related to commercial loans, particularly commercial real estate loans. Unlike residential mortgage loans, which generally are made on the basis of the borrowers’ ability to make repayment from their employment and other income and which are secured by real property whose value tends to be more easily ascertainable, commercial loans typically are made on the basis of the borrowers’ ability to make repayment from the cash flow of the commercial venture. Our C&I loansloans, which represented 4.2% of our total loan portfolio at December 31, 2025, are primarily made based on the identified cash flow of the borrower and secondarily on the collateral underlying the loans. Most often, this collateral consists of accounts receivable, inventory and equipment. Inventory and equipment may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. If the cash flow from business operations is reduced, the borrower’s ability to repay the loan may be impaired. Due to the larger average size of each commercial loan as compared with other loans such as residential loans, as well as collateral that is generally less readily-marketable, losses incurred on a small number of commercial loans could have a material adverse impact on our financial condition and results of operations.
As of December 31, 2024,2025, our SFR mortgage loan portfolio amounted to $1.49$1.66 billion or 48.9%50.0% of our loans HFIloan portfolio. As of that date, 97.0%97.4% of our SFR mortgage loans consisted of non-qualified mortgage loans, which are considered to have a higher degree of risk and are less liquid than qualified mortgage loans. We offer two SFR mortgage products, a low loan-to-value, alternative document hybrid non-qualified SFR mortgage loan, orwhich we refer to as non-qualified SFR mortgage loan, and a qualified SFR mortgage loan. As of December 31, 2024,2025, our non-qualified SFR mortgage loans had an average loan-to-value of 55.9%54.6% and an average FICO score of 763. As of December 31, 2024,2025, 3.0% of our total SFR mortgage loan portfolio were loans originated to foreign nationals. The non-qualified SFR mortgage loans that we originate are designed to assist Asian-Americans who have recently immigrated to the United States and as such are willing to provide higher down payment amounts and pay higher interest rates and fees in return for reduced documentation requirements. Non-qualified SFR mortgage loans are considered less liquid than qualified SFR mortgage loans because such loans are not able to be securitized and can only be sold directly to other financial institutions. SuchSince non-qualified loans may be considered more risky than qualified mortgage loans althoughloans, we attempt to address this enhanced risk through our underwriting process, including requiring larger down payments and, in some cases, interest reserves.
We also have a concentration in our SFR secondary sale market, as a substantial portion of our non-qualified mortgage loans have been historically sold to twoa banks;small although,number we are currently selling SFR mortgage loans to threeof banks. Although, weWe are taking steps to reduce our dependence on these banks by expanding the number of banks that we sell our non-qualified SFR mortgages to, webut may not be successful in expanding our sales market for our non-qualified mortgage loans. These loans also present a pricing risk as rates change, and our sale premiums cannot be guaranteed. Further, the criteria for our loans to be purchased by other banks may change from time to time, which could result in a lower volume of corresponding loan originations.
A significant segment of our business consists of originating and periodically selling U.S. government guaranteed loans, in particular those guaranteed by the SBA. Presently, the SBA guarantees 75% of the principal amount of each qualifying SBA loan originated under the SBA’s 7(a) loan program. There is no assurance that the U.S. government will maintain the SBA 7(a) loan program or if it does, that such guaranteed portion will remain at its current level. In addition, from time to time, the government agencies that guarantee these loans reach their internal limits and cease to guarantee future loans. In addition, these agencies may change their rules for qualifying loans or Congress may adopt legislation that would have the effect of discontinuing or changing the loan guarantee programs. Non-governmental programs could replace government programs for some borrowers, but the terms might not be equally acceptable. Therefore, if these changes occur, the volume of loans to small businesses, industrial and agricultural borrowers of the types that now qualify for government guaranteed loans could decline. Also, the profitability associated with the sale of the guaranteed portion of these loans could decline as a result of market displacements due to increases in interest rates, and could cause the premiums realized on the sale of the guaranteed portions to decline from current levels. As the funding and sale of the guaranteed portion of SBA 7(a) loans is a portion of our business and a part of our noninterest income, any significant changes to the funding for the SBA 7(a) loan program and any prolonged government shutdown may have an unfavorable impact on our prospects, future performance and results of operations.
As of December 31, 2025, our nonperforming assets totaled $53.5 million, or 1.27%, of total assets, comprised of nonperforming loans of $44.6 million and other real estate owned ("OREO") of $8.8 million. Nonaccrual loans HFI were 1.35% of our loan HFI portfolio at December 31, 2025.
As of December 31, 2024, our nonperforming assets totaled $81.0 million, or 2.03%, of total assets. Nonperforming loans totaled $81.0 million, and consisted of $11.2 million of nonaccrual loans HFS, and $69.8 million of nonaccrual loans HFI. Nonaccrual loans HFI were 2.29% of our loan HFI portfolio. In addition, we had $22.1 million in accruing loans that were 30-89 days delinquent as of December 31, 2024. There was no other real estate owned ("OREO") at December 31, 2024.
As a commercial bank, we provide services to a number of clients whose deposit levels vary considerably and have a significant amount of seasonality. 165Our clientsdeposits maintainedinclude $1.3 billion, or approximately 40%, of the Bank's total deposits, related to 166 client relationships who maintain balances (greater than $2 million, when aggregating all related accounts, including multiple business entities and personal funds of business owners) in excess of $2.0 million per clientowners, at December 31, 2024. This amounted to $1.1 billion, or approximately 34%, of the Bank’s total deposits as of December 31, 2024.2025. In addition, our ten largest depositor relationships accounted for approximately 11%12.5% of our deposits at December 31, 2024.2025. Our largest depositor relationship accounted for approximately 2.2%2.0% of our deposits at December 31, 2024.2025. These deposits can and do fluctuate substantially.fluctuate. The loss of any combination of these depositors, or a significant decline in the deposit balances due to ordinary course fluctuations related to these customers’ businesses, would adversely affect our liquidity and require us to raise deposit rates to attract new deposits, or otherwise purchase federal funds or borrow funds on a short-term basis to replace such deposits. Depending on the interest rate environment and competitive factors, low cost deposits may need to be replaced with higher cost funding, resulting in a decrease in net interest income and net income. Consequently, the occurrence of these events could have a material adverse impact to our operations and financial results.
As of January 1, 2022, we adopted ASU 2016-13 (ASC 326), “Measurement of Credit Losses on Financial Instruments,” commonly referenced as the CECL model, which changes how we estimate credit losses and increased the required level of our ACL. There are risks inherent in making any loan, including risks inherent in dealing with individual borrowers, risks of nonpayment, risks resulting from uncertainties as to the future value of collateral and cash flows available to service debt and risks resulting from changes in economic and market conditions. We cannot guarantee that our credit underwriting and monitoring procedures will reduce these credit risks, and they cannot be expected to completely eliminate our credit risks. If the overall economic climate in the U.S., generally, or our market areas, specifically, declines, our borrowers may experience difficulties in repaying their loans, and the level of nonperforming loans, charge-offs and delinquencies could rise and require further increases in the provision for credit losses, which would cause our net income, return on equity and capital to decrease.
If we fail to maintain effective internal control over financial reporting, or if we fail to remediate material weaknesses previously identified, we may not be able to report our financial results accurately and timely.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on that system of internal control. In the past, material weaknesses have been identified in our internal controls over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. Following identification of the material weaknesses, we implemented a number of controls and procedures designed to improve our control environment, which we believe will be sufficient to remediate our previously identified material weakness. Our actions to maintain effective controls and remedy any weakness or deficiency may not be sufficient to result in an effective internal control environment and any future failure to maintain effective internal control over financial reporting could impair the reliability of our financial statements, which in turn could harm our business, impair investor confidence in the accuracy and completeness of our financial reports, impair our access to the capital markets, cause the price of our common stock to decline and subject us to increased regulatory scrutiny and/or penalties, and higher risk of shareholder litigation.
We arecontinue continuouslyto enhancingenhance and expandingexpand our digital products and services to meet client needs and business needs with desired outcomes.objectives. These digital products and services often includerequire storing, transmitting, and processing confidentialsensitive client, employee, monetary,financial, and proprietary business information. Due to the nature ofBecause this information,information andcan thebe valuevaluable it has for internal and externalto threat actors, we,we and our third-party service providers,providers continueremain exposed to becyber-attacks, subjectfraud to cyber-attacksattempts, and fraudother activitymalicious thatactivities attemptsseeking to gain unauthorized access,access to systems or data, misuse information and information systems,or steal information, disrupt operations, or degrade information systems, spreaddeploy malicious software, and other illegal activities.software.
We believe we have robust preventive, detective, and administrative safeguards and security controls to minimize the probability and magnitude of a material event. However, because the tactics and techniques used by threat actors to bypass safeguards and security controls change frequently, and often are not recognized until after an event has occurred, we may be unable to anticipate future tactics and techniques, or to implement adequate and timely protective measures.
Cybersecurity, and the continued development and enhancement of controls, processes, and practices designed to protect client information, systems, computers, software, data, and networks from attack, damage, or unauthorized access remain a priority for us. As cybersecurity threats continue to evolve, we may be required to expend additional resources to continue to enhance, modify, and refine our protective measures against these evolving threats.
To date, we have no knowledge of a successful cyber-attack or other material information security breach affecting our systems. However, our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, the continuation of a remote work environment for our employees and service providers and our plans to continue to implement and expand digital banking services, expand operations, and use third-party information systems that includes cloud-based infrastructure, platforms, and software. Recent instances of attacks specifically targeting financial services businesses indicate that the risk to our systems remains significant. If we or a critical third party vendor were to experience a cyber-attack or information security breach, we could suffer damage to our reputation, productivity losses, response costs associated with investigation and resumption of services, and incur substantial additional expenses, including remediation expenses costs associated with client notification and credit monitoring services, increased insurance premiums, regulatory penalties and fines, and costs associated civil litigation, any of which could have a materially adverse effect on our business, financial condition, and results of operations.
In addition, our clients and vendors rely on technology and systems not managed directly by us, us—such as networking devices, server infrastructure, personal computers, smartphones, tablets, and other mobile devices, tonetworking contactequipment, and software—to conduct business with us. If the devicestechnology or systems of our clients or vendors becomeis the target of a cyber-attack, or information security breach,compromised, it could result in unauthorized access to, misuse of, or loss of confidential client, employee, monetary,financial, or business information. Threat actors using improperly obtainedstolen personal or financial information of consumers canmay attempt to fraudulently obtain loans, lines of credit, or other financial products from us, or attempt to fraudulently persuadedeceive our employees, clients, or other users of our systems to disclose confidentialadditional information in order to gainobtain improperunauthorized access to our information and information systems.
We maintain robust preventive, detective, and administrative safeguards designed to reduce the likelihood and impact of a material cybersecurity event. However, because the tactics used by threat actors evolve rapidly and may not be identified until after an incident has occurred, we may be unable to anticipate or implement timely protections against all emerging threats.
Cybersecurity remains a priority for us, and we continue to develop and enhance controls, processes, and practices designed to protect client information, systems, computers, software, data, and networks. As threats continue to evolve, we may be required to allocate additional resources to further strengthen our security measures.
To date, we have no knowledge of any successful cyber-attack or material information security breach affecting our systems. However, our exposure remains heightened due to the evolving nature of the threats, the continued use of remote work arrangements by employees and service providers, our ongoing expansion of digital banking services, and our reliance on third-party information systems including cloud-based infrastructure, platforms, and software. Recent attacks targeting financial services institutions demonstrate that the risk to our systems remains significant. A successful cyber-attack or data breach involving us or a critical third-party vendor could result in reputational harm, productivity losses, remediation and response costs associated with investigation and resumption of services, client notification and credit monitoring expenses, increased insurance premiums, regulatory investigations or penalties, civil litigation, and other costs, any of which could have a material adverse effect on our business, financial condition, and results of operations.
We also face additionalincur costs when our customers become the victims of cyber-attacks. For example, various retailers have reported that they have been the victims of a cyber-attack in which large amounts of their clients’ data, including debit and credit card information, is obtained. Our clients may be the victims of phishing scams, providing cyber criminals access to their accounts, or credit or debit card information. In these situations, we incur costs to replace compromised cards and address fraudulent transaction activity affecting our clients.
Both internal and external fraud and theft present significant risks. Mishandling or misuse of confidential client, employee, financial, or business information—whether through system errors, employee actions, or third-party misconduct—could result in regulatory consequences, reputational harm, and financial loss. Fraud can occur in connection with loan originations, lines of credit, ACH transactions, wire transfers, ATM activity, and other transactions, or could result from unauthorized access, employee misconduct, or the interception or theft of information by third parties resulting in financial losses as well as reputational damage.
Both internal and external fraud and theft are risks. If confidential client, employee, monetary, or business information were to be mishandled or misused, we could suffer significant regulatory consequences, reputational damage, and financial loss. Such mishandling or misuse could include, for example, if such information were erroneously provided to parties who are not permitted to have the information, either by fault of our systems, employees, or counterparties, or if such information were to be intercepted or otherwise inappropriately taken by third parties, or if our own employees abused their access to financial systems to commit fraud against our clients and us. These activities can occur in connection with the origination of loans and lines of credit, ACH transactions, wire transactions, ATM transactions, and checking transactions, and result in financial losses as well as reputational damage.
Operational errors can include—including information system misconfiguration, clerical or record-keeping errors,mistakes, or disruptions fromcaused faultyby ortechnology disabled computer or telecommunications systems. Because the nature of the financial services business involves a high volume of transactions, certain errors failures—may be repeated or compoundedamplified before theydetection aredue discoveredto andthe successfullyhigh rectified. Becausevolume of ourtransactions largewe transactionprocess. volume and its necessary dependence upon automated systems to record and processWith these transactions, there is a risk that technical flaws, tampering, or manipulation of those automated systems, arising from events wholly or partially beyond itsour control, may give rise to disruption of service to customers and to financial loss or liability. We are also exposed to the risk that our business continuity and data security systems may prove toinadequate beunder inadequate.certain circumstances.
The occurrence of any of these risks could resultimpair in a diminishedour ability for us to operate oureffectively, business,result in additional costs to correctremediate defects,issues, potentialexpose liabilityus to clients,client claims, or cause reputational intervention,harm, any of which could adverselyhave affecta material adverse effect on our business, financial condition and results of operations.
The development and use of new technologies, including artificial intelligence ("AI"), can present risks and uncertainties that could adversely affect our business and financial condition.
Banking and financial services technology is rapidly evolving, including the development and deployment of AI. We and our third party vendors may develop or integrate AI or other emerging technologies into certain business products, processes, or services to increase efficiency and better serve our customers at a reduced cost. The ability to successfully deploy and manage these emerging technologies, or to integrate them into existing systems, may adversely impact operations resulting in the disruption of service to our customers and liability or financial loss.
AI technologies may produce undesirable results such as producing false data, generating inaccurate calculations, improperly handling or leaking sensitive information, reflecting unintended bias, or otherwise failing to perform as intended. Using third-party providers may result in limited visibility and control over these risks. Any failures in the use of AI or related-technologies, or evolving legal and regulatory requirements governing their use, could result in regulatory consequences, reputational harm, and financial loss, and could have a material adverse effect on our business, results of operations, and financial condition.
In addition, California remains at the forefront of climate-related disclosure regulations, including the Climate-Related Financial Risk Act (SB 261), as amended by California Senate Bill 219. While these laws are currently subject to legal challenge and the extent to which these laws may be pre-empted by federal law is uncertain, in the absence of federal preemption the Climate-Related Financial Act would apply to us beginning in 2026 with disclosures based on 2025 data.us. Related compliance costs represent hard costs beyond current regulatory costs and would also involve the cost of management and personnel resources. In addition, we have multiple stakeholders, among them stockholders, customers, federal and state regulatory authorities, and political entities, who often have differing, and sometimes conflicting, priorities and expectations regarding environmental, social and governance issues. For instance, we operate extensively in California, which is at the forefront of requiring climate-related disclosures, but we also operate in states throughout the country, and there is an increasing number of state-level initiatives opposing environmental, social and governance practices.
We regularly use third party vendors as part of our business. We also have substantial ongoing business relationships with other third parties. These types of third party relationships are subject to increasingly demanding regulatory requirements and attention by our federal bank regulators. Recent regulation requires us to enhance our due diligence, ongoing monitoring and control over our third party vendors and other ongoing third party business relationships. In certain casescases, we may be required to renegotiate our agreements with these vendors to meet these enhanced requirements, which could increase our costs. We expect that our regulators will hold us responsible for deficiencies in our oversight and control of our third party relationships and in the performance of the parties with which we have these relationships. As a result, if our regulators conclude that we have not exercised adequate oversight and control over our third party vendors or other ongoing third party business relationships or that such third parties have not performed appropriately, we could be subject to enforcement actions, including civil money penalties or other administrative or judicial penalties or fines as well as requirements for customer remediation, any of which could have a material adverse effect our business, financial condition or results of operations.
We have paid quarterly dividends since our initial public offering in the third quarter of 2017. We paid total dividends of $0.56 per share in 2022, and $0.64 per share in 20232023, 2024, and 2024.2025. We have no obligation to pay dividends and we may change our dividend policy at any time without notice to our shareholders. Holders of our common stock are only entitled to receive such cash dividends as our board of directors, in its discretion, may declare out of funds legally available for such payments. Furthermore, consistent with our strategic plans, growth initiatives, capital availability and requirements, projected liquidity needs, financial condition, and other factors, we have made, and will continue to make, capital management decisions and policies that could adversely impact the amount of dividends paid to our common shareholders.
We are a separate and distinct legal entity from our subsidiaries, including the Bank. We receive substantially all of our revenue from dividends from the Bank and RAM,Bank, which we use as the principal source of funds to pay our expenses. Various federal and/or state laws and regulations limit the amount of dividends that the Bank and certain of our non-bank subsidiaries may pay us. Such limits are also tied to the earnings of our subsidiaries. If the Bank does not receive regulatory approval or if our subsidiaries’ earnings are not sufficient to make dividend payments to us while maintaining adequate capital levels, our ability to pay our expenses and our business, financial condition or results of operations could be materially and adversely impacted.
We have outstanding options to purchase 174,500151,000 shares of our common stock and unvested restricted stock units of 191,091 as of December 31, 20242025, that may be exercised or vest and then otherwise be sold (assuming all vesting requirements are met), and we have the ability to issue optionsequity exercisableawards for up to an additional 1,004,658878,916 shares of common stock pursuant to our 2017 Omnibus Stock Incentive Plan. The sale of any of such shares could cause the market price of our stock to decline, and concerns that those sales may occur could cause the trading price of our common stock to decrease or to be lower than it might otherwise be.
Management's Discussion & Analysis (MD&A)
Largest changes
“If no triggering events have been observed, GAAP allows for the use of a qualitative assessment of goodwill impairment; however, even in such instances, a quantitative assessment may still be performed. In years where no triggering events have occurred, we may forego the qualitative assessment and perform a quantitative assessment of goodwill impairment, particularly if a quantitative analysis has not been performed for several years. We elected to perform a quantitative goodwill impairment analysis as of October 1, 2025 with the assistance of a third-party valuation specialist. …”see in full comparison
“We perform goodwill impairment tests in accordance with ASC 350 “Intangibles-Goodwill and Other.” Fair value of goodwill is based on selection and weighting of valuation methods using management assumptions not limited to discounted cash flow (“DCF”), diversification, market position, customer dependence, access to capital markets, financial risk, growth, and earnings trends. Consideration of economic conditions is also an important part of the valuation process. …”see in full comparison
“We perform goodwill impairment tests in accordance with ASC 350 “Intangibles-Goodwill and Other.” In evaluating whether it is more likely than not that the fair value of the Company is less than its carrying amount, we assess relevant events and circumstances such as macroeconomic conditions, industry and market considerations, financial performance, our stock price and other relevant entity specific considerations. As discussed more fully herein, we have not recognized any goodwill impairment.”see in full comparison
“We used the net proceeds from these subordinated notes for general corporate purposes, including providing capital to the Bank and maintaining adequate liquidity at Bancorp. The subordinated notes qualify as Tier 2 capital for the consolidated Company for regulatory purposes and the portion that Bancorp contributed to the Bank is treated as Tier 1 capital for the Bank. At December 31, 2024, we were in compliance with all covenants under our long-term debt agreement.”see in full comparison
“In November 2018, we issued $55.0 million in fixed-to-floating rate subordinated notes due December 1, 2028 (“the 2028 Subordinated Notes”). The 2028 Subordinated Notes bore a fixed rate of 6.18% for the first five years and reset quarterly to the then-current three-month London Interbank Offered Rate (“LIBOR”) rate plus 315 basis points. The 2028 Subordinated Notes were assigned an investment grade rating of BBB by the Kroll Bond Rating Agency, Inc. …”see in full comparison
Goodwill and Other Intangible Assets. Goodwill was $71.5 million at December 31,see in full comparison20242025, and at December 31,2023.2024. We evaluate goodwill for impairment annually, or more frequently if events and circumstances lead management to believe the value of goodwill may be impaired. In accordance with ASC 350-20, “Goodwill,” impairment of goodwill is the condition that exists when the carrying amount of a reporting unit that includes goodwill exceeds its fair value.During the fourth quarter of 2024, we performed a qualitative analysis and concluded that it is more likely than not that our fair value exceeds our carrying value at December 31, 2024. There was no impairment of goodwill recognized during 2024 and 2023.
Full comparison: every changed paragraph (142)
A sensitivity analysis of our ACL was performed as of December 31, 2024.2025. Based on this sensitivity analysis, a positive 25% changeincrease in loan prepayment speeds would result in a $1.4 million,$891,000, or 2.8%,2.0%, decrease to the ACL. Conversely, a negative 25% changedecrease in loan prepayment speeds would result in a $1.5$1.1 million, or 3.2%,2.5%, increase to the ACL. Additionally, a one percentage point increase in the forecasted unemployment rate would result in a $966,000,$1.0 million, or 2.0%,2.4%, increase to the ACL and a one percentage point decrease in the forecasted unemployment rate would result in a $1.1 million,$943,000, or 2.2%,2.1%, decrease to the ACL. Management reviews the results using the comparison scenario for sensitivity analysis and considered the results when evaluating the qualitative factor adjustments.
We perform goodwill impairment tests in accordance with ASC 350 “Intangibles-Goodwill and Other.” Fair value of goodwill is based on selection and weighting of valuation methods using management assumptions not limited to discounted cash flow (“DCF”), diversification, market position, customer dependence, access to capital markets, financial risk, growth, and earnings trends. Consideration of economic conditions is also an important part of the valuation process. Changes to assumptions, to selection and weighting in the valuation methods, and to economic conditions could result in goodwill impairment losses that negatively impact our earnings. As discussed more fully herein, we have not recognized any goodwill impairment.
We perform goodwill impairment tests in accordance with ASC 350 “Intangibles-Goodwill and Other.” In evaluating whether it is more likely than not that the fair value of the Company is less than its carrying amount, we assess relevant events and circumstances such as macroeconomic conditions, industry and market considerations, financial performance, our stock price and other relevant entity specific considerations. As discussed more fully herein, we have not recognized any goodwill impairment.
For the year ended December 31, 2024,2025, we reported net earnings of $26.7$32.0 million, a 19.8% increase, compared withto $42.5$26.7 million for the year ended December 31, 2023.2024. This represented aan decreaseincrease of $15.8$5.3 million, or 37.2%,19.8%, from the prior year due to a $19.9$12.9 million decreaseincrease in net interest income,income and a $6.5$1.5 million increase in noninterest income, partially offset by increases of $501,000 in the provision for credit losses, partially offset by a $1.5$7.5 million decrease in noninterest expensesexpenses, and an $8.8$1.2 million decrease in income tax expense. The decreaseincrease in net interest income was attributed mostly to the higherdecrease costin the average rate paid on interest-bearing deposits and the increase in the average balance of fundstotal asloans. interestPre-tax expensepre-provision increasedincome $15.4totaled million.$52.5 million for the year ended December 31, 2025, a 15.3% increase compared to $45.5 million for the year ended December 31, 2024 (see Non-GAAP Financial Measures for a reconciliation of this amount). Diluted earnings per share was $1.83 for the year ended December 31, 2025, a 24.5% increase, compared to $1.47 for the year ended December 31, 2024.
At December 31, 2025, total assets were $4.2 billion, an increase of $215.8 million, or 5.4%, from December 31, 2024. The increase in total assets was primarily due to a $261.1 million, or 8.6%, increase in gross loans held for investment ("HFI") to $3.3 billion at December 31, 2025, and mostly funded by an increase of $266.6 million, or 8.6%, in total deposits to $3.4 billion at December 31, 2025. The increase in total deposits was primarily the result of an increase of $303.1 million in interest-bearing deposits, including an increase of $293.3 million in interest-bearing non-maturity deposits and $78.2 million in wholesale time deposits. Wholesale time deposits were raised to repay and refinance maturing FHLB advances, which decreased $70.0 million during 2025. The gross loan to deposit ratio was 99.0% at December 31, 2025, compared to 99.4% at December 31, 2024.
At December 31, 2024, total assets were $4.0 billion, a decrease of $33.5 million, or 0.8%, from December 31, 2023. The decrease was primarily due to a $178.7 million decrease in interest-earning cash and due from banks, partially offset by an increase of $101.2 million in investment securities and an increase of $21.4 million in loans HFI.
At December 31, 2024, available for sale ("AFS") investment securities totaled $420.2 million inclusive of a pre-tax net unrealized loss of $29.2 million, compared to $319.0 million inclusive of a pre-tax net unrealized loss of $28.1 million at December 31, 2023. At December 31, 2024, held to maturity (“HTM”) investment securities totaled $5.2 million, unchanged from December 31, 2023.
Loans HFI were $3.1 billion at December 31, 2024, compared to $3.0 billion at December 31, 2023. Loans HFI increased $21.4 million, or 0.7%, from December 31, 2023. The increase in loans was mainly due to increases of $33.6 million of CRE loans and $6.2 million of SFR mortgage loans, partially offset by decreases of $8.2 million of C&D loans, $4.9 million of other loans, $4.8 million of SBA loans and $511,000 of C&I loans.
Total deposits were $3.1 billion at December 31, 2024, a decrease of $91.0 million, or 2.9%, compared to $3.2 billion at December 31, 2023. This decrease included a $258.1 million decrease in wholesale deposits, partially offset by an increase in retail time deposits of $113.5 million and non-maturity deposits of $53.7 million.
Noninterest-bearing deposits were $563.0 million at December 31, 2024, an increase of $23.4 million, or 4.3%, from $539.6 million at December 31, 2023. At December 31, 2024, noninterest-bearing deposits were 18.3% of total deposits, compared to 17.0% at December 31, 2023. The increase in noninterest-bearing deposits and consequently the overall mix of deposits was due to a combination of factors including market rate decreases, management’s decision to decrease certain deposit concentration risks and a lower level of wholesale funding to maintain a lower level of liquidity related to our loan portfolio.
FHLB advances were $200 million at December 31, 2024, an increase of $50 million from December 31, 2023. At December 31, 2024, FHLB advances included $150 million with original terms of five years at a weighted average rate of 1.18% and maturity dates in the first quarter of 2025. A putable advance of $50 million was executed on September 30, 2024 with a four year final maturity with a one-time option for the FHLB to call the debt after a one-year lock out period and prepayment symmetry at a rate of 3.42%. Long-term debt and subordinated debentures totaled $134.7 million at December 31, 2024, an increase of $600,000 from $134.1 million at December 31, 2023.
The allowance for loan losses ("ALL") was $43.9 million at December 31, 2025, reflecting a decrease of $3.8 million from $47.7 million at December 31, 2024, reflecting an increase of $5.8 million from $41.9 million at December 31, 2023.2024. During 2024,2025, there was a $9.8 millionthe provision for loan losses totaled $10.6 million compared to $3.9$9.8 million for 2023.2024. The increase in the 20242025 provision for loan losses was due to aloan highergrowth and the level of specific reserves and net charge-offs and increases in nonperforming and classified loans.charge-offs. The ALL toas a percentage of loans HFI outstanding was 1.56%1.32% and 1.38%1.56% as of December 31, 20242025 and December 31, 2023.2024.
Shareholders’ equity decreasedincreased $3.4$15.5 million, or 0.7%,3.1%, to $507.9$523.4 million as of December 31, 20242025, from $511.3$507.9 million at December 31, 2023.2024. The decreaseincrease during 20242025 was primarily due to net income of $31.9 million, lower unrealized losses on available for sale ("AFS") securities, net of taxes, of $6.9 million, and equity compensation activity of $1.9 million, partially offset by common stock repurchases of $20.7$14.0 million,million and common stock cash dividends paid of $11.7 million and higher net unrealized losses on AFS securities of $745,000, partially offset by net income of $26.7 million and equity compensation activity of $3.2$11.3 million. As a result, book value per share increased 4.3%7.1% to $28.66$30.69 from $ 27.47$28.66 and tangible book value per share increased 4.4%7.8% to $24.51$26.42 from $23.48.$24.51. See Non-GAAP Financial Measures for a reconciliation of these measures to their most comparable GAAP measures.
In 2024,2025, we generated fully-taxable equivalent net interest income of $99.5$112.4 million, aan decreaseincrease of $19.9$12.9 million, or 16.7%,13.0%, from $119.4$99.5 million in 2023.2024. TheThis $19.9 million decreaseincrease was due to aan $15.4$8.5 million increasedecrease in interest expense and a $4.5 million decreaseincrease in interest income. The decreaseincrease in interest income was mostly due to lowerhigher interest and fee income on total loans of $9.7$9.3 million and securities of $2.7 million, partially offset by higherlower interest income on interest-earningcash depositsbalances of $4.7$7.6 million. The decreaseincrease in loan interest income was mostly due to a lowerhigher average total loan balance of $164.3$157.3 million.million, while the average loan yield remained relatively unchanged. The increasedecrease in cash and investment interest income from cash balances was attributed to highera decrease in the overnight Fed Funds rate and the impact of lower average cash balances as excess liquidity was deployed to the loans and asecurities higher investment portfolio yield, offset by a lower average balance of investment securities.portfolios. The increasedecrease in interest expense was mostly due to a 7264 basis point increasedecrease in total average interest-bearing deposit ratescosts, andpartially offset by the impact of higher average interest-bearing deposits of $30.1$134.8 million in 2025 compared to 2024. The average overnight Federal Funds Rate was 4.21% for the year ended December 31, 2024.2025, Thecompared weighted average Federal Funds Rate wasto 5.15% for the year ended December 31, 2024 compared to 5.03% for the year ended December 31, 2023.2024.
Our net interest margin ("NIM") was 2.95% for the year ended December 31, 2025, an increase of 25 basis points from 2.70% for the year ended December 31, 2024, a decrease of 46 basis points from 3.16% for the year ended December 31, 2023.2024. The decreaseincrease was due to a 5538 basis point increasedecrease in the overall cost of funds, partially offset by aan 28 basis point increasedecrease in the yield on average interest-earning assets. The yield on average interest-earning assets increaseddecreased to 5.88%5.80% for the year ended December 31, 20242025, compared to the prior year due mainly to a 1292 basis point increasedecrease in the yield on average cash and cash equivalents to 5.53%,4.61% and an 18 basis point increasedecrease in the investmentyield on our securities portfolio yield,as short term market rates decreased, partially offset by the impact of the change in the mix of interest-earning assets. Average total loan balances decreasedincreased $164.3$157.3 million year over year and average loans represented 83%84% of average interest-earning assets during 20242025 compared to 85%83% during 2023.2024. We maintained the overall loan yield at 6.06% for the year ended December 31, 2025, compared to the prior year.
The overall cost of funds increaseddecreased to 3.49%3.11% infor the year ended December 31, 20242025, from 2.94%3.49% infor the year ended December 31, 20232024, due to a higherlower average cost of interest-bearing deposits in response to higherlower average market interest rates. The overall funding mix for December 31, 20242025, remained relatively unchanged from the prior year with a ratio of average noninterest-bearing deposits to average total funding sources of 16%.15%.
Interest Income. Total fully taxable equivalent interest income was $221.2 million in 2025 compared to $216.8 million in 2024. The $4.5 million, or 2.1%, increase was driven by a 3.6% increase in average earnings assets offset by an 8 basis point decrease in the overall yield of such assets as average short-term market rates decreased 94 basis points year over year.
Interest and fees on total loans was $193.8 million in 2025 compared to $184.6 million in 2024. The $9.3 million, or 5.0%, increase was due to loan growth in 2025 as average loans increased $157.3 million, or 5.2%, year over year and the loan yield was relatively unchanged at 6.06% and 6.07% for 2025 and 2024.
Interest Income. Total fully taxable equivalent interest income was $216.8 million in 2024 compared to $221.2 million in 2023. The $4.5 million, or 2.0%, decrease was mainly due to a decrease in the average balance of total loans of $164.3 million, a decrease in the average balance of investment securities of $7.0 million, partially offset by an increase of $80.5 million in the average balance of interest earning cash and cash equivalents.
Interest and fees on total loans was $184.6 million in 2024 compared to $194.3 million in 2023. The $9.7 million, or 5.0%, decrease was primarily due to a $164.3 million decrease in the average balance of total loans outstanding. The decrease in the average balance of total loans was primarily due to strategic loan sales and moderated loan production. For the years 2024 and 2023, the average yield on total loans was 6.07% and 6.06%.
Tax equivalent interest income from our securities portfolio increased $304,000,$2.7 million, or 2.2%,19.0%, to $14.4$17.2 million in 2024.2025. The increase was primarily due to the impact of a $79.7 million, or 24.2%, increase in the average balance of securities, partially offset by an 18 basis point increasedecrease in the tax equivalent yield due to increasesdecreases in market interest rates, partially offset by the impact of a $7.0 million, or 2.1%, decrease in the average balance of securities.rates.
Interest income on our cash and cash equivalents increaseddecreased $4.7$7.6 million, or 40.2%,46.0%, to $16.4$8.9 million in 2024.2025. The increasedecrease was primarily due to ana $80.5$104.7 million increasedecrease in the average balance of cash and cash equivalents combined with a 1292 basis point increase in yield. The increasedecrease in the averageyield. balance resulted from aThe decrease in average loancash balances,balances was offset partially by a decreaseincreases in the average balanceloan ofand totalsecurities deposits.balances as excess liquidity was deployed into these higher yielding assets.
Interest Expense. Interest expense on total interest-bearing liabilities increaseddecreased $15.4$8.5 million, or 15.2%,7.2%, to $117.3$108.8 million in 20242025 primarily due to a 5847 basis point increasedecrease in the average rate on these total interest-bearing liabilities, partially offset by a $29.1 million decrease inwhile the average balance of total interest-bearing liabilities.liabilities increased $135.4 million to fund loan growth.
Our average cost of total deposits was 3.54%3.04% for 2024,2025 compared to 2.87%3.54% for 2023.2024. The increasedecrease was due to a 7264 basis point increasedecrease in the average rate paid on interest-bearing deposits due to increasesdecreases in market interest rates coupled with peer bankand competition for such deposits.
Interest expense on interest-bearing deposits increaseddecreased to $97.1 million in 2025 compared to $108.4 million in 2024 compared to $89.0 million in 2023.2024. The $19.3$11.3 million, or 21.7%,10.4%, increasedecrease was primarily due to a 7264 basis point increasedecrease in the average rate paid on average interest-bearing deposits, andpartially offset by a $42.0$134.8 million increase in the average balance of interest-bearing non-maturity deposits, partially offset by an $11.9 million decrease in the average balance of time deposits. Average noninterest-bearing deposits decreasedtotaled $70.8$529.7 millionmillion, and represented 17% of total average deposits in 2025 compared to $531.5 millionmillion, fromor $602.317% millionof total average deposits, in 2023 as customers looked to higher yielding deposit products in response to higher market interest rates.2024.
The principal component of our earnings is net interest income, which is the difference between the interest and fees earned on loans and investments (interest-earning assets) and the interest paid on deposits and borrowed funds (interest-bearing liabilities). Net interest margin is net interest income as a percentage of average interest-earning assets for the period. The level of interest rates and the volume and mix of interest-earning assets and interest-bearing liabilities impact on net interest income and net interest margin. The net interest spread is the yield on average interest earning assets minus the cost of average interest-bearing liabilities. Net interest margin and net interest spread are included on a tax equivalent (“TE”) basis by adjusting interest income utilizing the federal statutory tax rate of 21% for 2025, 2024, 2023 and 2022.2023. Our net interest income, interest spread, and net interest margin are sensitive to general business and economic conditions. These conditions include short-term and long-term interest rates, inflation, monetary supply, and the strength of the international, national and state economies, in general, and more specifically, the local economies in which we conduct business. Our ability to manage net interest income during changing interest rate environments will have a significant impact on our overall performance. We manage net interest income throughby affecting changes in the mix of interest-earning assets as well as the mix ofand interest-bearing liabilities, changes in the level of interest-bearing liabilities in proportion to the level of interest-earning assets, and inthrough the growth and maturity of earning assets. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity Management and Item 7A. Quantitative and Qualitative Disclosures About Market Risk included herein.
The provision for credit losses wastotaled $9.9$10.4 million for the year ended December 31, 2024,2025, ancompared increaseto ofa $6.5$9.9 million from $3.4 million in 2023. The provision for credit losses for the year ended December 31, 2024. The 2025 provision for credit losses reflected a provision for loan losses of $10.6 million and a negative provision for unfunded commitments of $245,000. The 2024 includedprovision for credit losses reflected a provision for loan losses of $9.8 million and a provision for unfunded commitments of $89,000. The increase in the 20242025 provision for loan losses was primarily due to anloan increasegrowth of 8.6% in specific2025 reservesand the resolution of $6.1certain nonperforming assets resulting in charge-offs during the year. The provision also took into consideration factors such as changes in the outlook for economic conditions and market interest rates, and changes in credit quality metrics. Net charge-offs totaled $14.4 million, anor increase0.45% inof netaverage charge-offsloans, andfor increasesthe inyear nonperformingended andDecember classified31, loans as2025, compared to $3.9 million, or 0.13% of average loans, for the prioryear year. Specific reserves totaled $6.9 million atended December 31, 2024 and $816,000 at December 31, 2023 and net charge-offs totaled $3.9 million for 2024 compared to $3.1 million for 2023.2024.
The increase in specific reserves in 2024 related primarily to two loans with a carrying value of $33.4 million and net exposure of $26.6 million at December 31, 2024. The net charge-offs in 2024 related primarily to two loan relationships with a carrying value of $11.2 million at December 31, 2024 moved from HFI to HFS, and one HFI loan with a carrying value of $8.8 million at December 31, 2024. HFS loans totaling $4.6 million were sold in the first quarter of 2025.
Noninterest income increased $1.5 million to $16.9 million for 2025, compared to $15.3 million for 2024. The increase was mainly due to a $2.8 million increase in other income, offset by lower gain on OREO of $1.0 million and lower gain on sale of loans of $430,000. The increase in other income included the receipt of our Employee Retention Credit ("ERC") refund of $5.2 million (pre-tax) with no similar income in 2024, offset by lower recoveries of fully charged-off loans of $2.5 million. The recoveries of fully charged-off loans primarily relate to a relationship from a prior whole bank acquisition, and totaled $365,000 in 2025 and $2.9 million in 2024. The gain on sale of loans detail is presented below.
Noninterest income increased $317,000, or 2.1%, to $15.3 million in 2024 from $15.0 million in 2023. This increase was mostly due to a $2.8 million recovery of a fully charged off loan acquired in a bank acquisition, a $1.2 million increase in gain on sale of loans and an $883,000 increase in gain on OREO, offset by a decrease in grant income during 2024. We recognized a $5.0 million Community Development Financial Institution Equitable Recovery Program award during 2023, while we recognized a $259,000 Bank Enterprise Award during 2024, which are included in other income.
Loan servicing income, net of amortization. Loan servicing income, net of amortization, decreased by $311,000$16,000 to $2.3 million for 20242025 compared to $2.6 million for 2023.2024. Loan servicing income, net of amortizationamortization, for SFR mortgage loans decreased due to a lower interestaverage rates,balance resultingof mortgage loans serviced for others in higher2025 pre-paymentcompared speeds.to 2024, while servicing income for SBA loans increased due to lower amortization of servicing assets due to lower prepayments in 2025. The following table presents information on loan servicing income for the years indicated:
As of December 31, 2024,2025, we were servicing SFR mortgage loans for other financial institutions, FHLMC, FNMAand FNMA, and SBA loans.loans Thewhere declinewe have sold the guaranteed portion in the respectivesecondary servicingmarket. portfoliosThe reflectsfollowing table presents the repayment of underlying loans, which exceeds the additions fromtotal loans being soldserviced withfor servicingothers retainedas duringof 2023the anddates 2024.indicated:
The decline in the respective servicing portfolios reflects the repayment of underlying loans, which exceeds the additions from loans being sold with servicing retained during 2025 and 2024.
The following table presents the total loans being serviced for others as of the dates indicated:
Gain on sale of loans. Gains on sale of loans are comprised primarily of gains on sale of SFR mortgage loans and SBA loans. Gains on sale of loans totaled $1.2 million in 2025, compared to $1.6 million in 2024, compared to $374,000 in 2023.2024. The $1.2$430,000 million increasedecrease was primarily due to a higherdecrease in the volume and margins of SBA loans sold in both2025 categories,compared andto an increase in the margins for gains on the sale of SFR mortgage loans sold.2024.
The following table presents information on loans sold and the net gain (loss) on the sale of such loans sold for the years indicated:
Noninterest expense totaled $76.7 million in 2025, an increase of $7.5 million, from $69.2 million in 2024. The increase in noninterest expense was primarily due to increases in salaries and employee benefits expense of $3.7 million, legal and professional fees of $3.0 million, of which $1.2 million related to the ERC advisory costs, and data processing expenses of $1.0 million. The increase in salaries and employee benefits expense was due to the impact of raises, higher incentives due to higher production, higher health insurance premiums, and executive management transition costs. The efficiency ratio was 59.36% in 2025, compared to 60.30% in 2024.
Noninterest expense decreased $1.5 million, or 2.2%, to $69.2 million in 2024 from $70.7 million in 2023. This decrease was mostly due to lower legal and professional expenses of $3.7 million due to a previously disclosed internal investigation and lower external auditor fees. This decrease was partially offset by higher salaries and employee benefits of $1.6 million, data processing expenses of $531,000 and insurance and regulatory assessments of $133,000. Salaries and employee benefits increased due to merit increases and increases in health and other benefits costs. Insurance and regulatory assessments increased mostly due to a higher FDIC assessment associated with the consent order issued in October 2023, which remained higher until it was terminated in August 2024. The noninterest expenses to average assets ratio was 1.76% for the fiscal year 2024 and 2023. The efficiency ratio was 60.3% for the year ended December 31, 2024, up from 52.6% for the year ended December 31, 2023 due mostly to lower net interest income for 2024.
Income tax expense was $10.2 million in 2025 compared to $9.0 million in 2024, an increase of $1.2 million, or 13.0%, due to higher pre-tax earnings, partially offset by a lower effective tax rate in 2025. The effective tax rate was 24.2% for 2025 and 25.3% for 2024. The decrease in the effective tax rate for 2025 compared to the prior year was due largely to a change in California tax law (Senate Bill 132), which changes the way banks and financial institutions apportion income for California tax purposes. Senate Bill 132, in addition to other state tax planning strategies, reduced our effective tax rate for 2025. Our effective tax rate for 2025 and 2024 also benefitted from the impact of purchased tax credits.
Income tax expense was $9.0 million in 2024 compared to $17.8 million in 2023, a decrease of $8.8 million, or 49.3%. The effective tax rate was 25.3% for 2024 and 29.5% for 2023. The decrease in the effective tax rate for 2024 was due primarily to higher tax credits as compared to the prior year.
At December 31, 2024,2025, total assets were $4.0$4.2 billion, a $33.5$215.8 millionmillion, decreaseor 5.4%, increase compared to December 31, 2023.2024. The $33.5 million decreaseincrease was primarilydriven due toby a $173.6$261.1 millionmillion, decreaseor 8.6%, increase in cashloans andheld cashfor equivalents,investment, partially offset by a $101.2decrease of $45.4 million increase in investment securities and a $24.9 million increase in loans, including loans HFS. The decrease in cash and cash equivalents wasand dueinvestment to a decrease in reliance on wholesale deposits as a resultsecurities of our$14.0 stable liquidity position and an increase in lending activity.million.
Cash and Cash Equivalents. Cash and cash equivalents decreased $45.4 million, or 17.6%, to $212.3 million as of December 31, 2025, as compared to $257.7 million at December 31, 2024. This decrease in cash and cash equivalents was comprised of $260.2 million used in net investing activities, $43.4 million provided by operating activities, and $171.4 million provided by financing activities. Net investing activities included loan disbursements, net of repayments, of $343.8 million, offset by proceeds from sales of loans originally classified as HFI of $57.3 million and a net decrease in AFS securities of $25.5 million. Net financing activities included deposit growth of $266.5 million offset by a net decrease in FHLB advances of $70.0 million.
The weighted-average life on the total investment portfolio at December 31, 20242025, was 5.04.9 years compared to a weighted-average life of 5.15.0 years at December 31, 2023.2024. The weighted-average life is the average number of years that each dollar of unpaid principal due remains outstanding. Average life is computed as the weighted-average time to the receipt of all future cash flows, usingweighted as the weightsby the dollar amounts of the principal pay-downs.
Approximately 24.3%33.0% of the securities in the total investment portfolio at December 31, 2024,2025, arewere issued by the U.S. government or U.S. government-sponsored agencies and enterprises, which have the implied guarantee of payment of principal and interest. As of December 31, 2024,2025, no U.S. government agency bonds are callable.
The tables below show our investment securities’ gross unrealized losses and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 20242025, and December 31, 2023.2024. The unrealized losses on these securities were primarily attributed to changes in interest rates. The issuers of these securities have not evidenced any cause for default on these securities. These securities have fluctuated in value since their purchase dates as market interest rates have fluctuated. However,The weissuers of these securities have not evidenced any cause for default on these securities. We have the ability and the intention to hold these securities until their fair values recover to cost or maturity. As such, management does not deem these securities to be impaired under the current expected credit loss model. A summary of our analysis of these securities and the unrealized losses is described more fully in Item 8. Financial Statements and Supplementary Data - Note 3 — Investment Securities in the notes to the consolidated financial statements included in this Annual Report.
We monitor our securities portfolio to ensure all of our investments have adequate credit support and we consider the lowest credit rating for identification of potential credit impairment. As of December 31, 20242025 and 2023,2024, we determined there was no credit impairment and accordingly there was no ACL on the HTM securities portfolio as of these dates. In addition, we did not have the current intent to sell securities with a fair value below amortized cost at December 31, 2024,2025, and it is more likely than not that we will not be required to sell such securities prior to the recovery of their amortized cost basis. As of December 31, 2024,2025, all of our investment securities in an unrealized loss position received an investment grade credit rating. The overall net decreasesunrealized losses in fairour valuesecurities during the periodportfolio were attributable to a combination of changes in interest rates and market conditions.
The loan portfolio is the largest category of our earning assets, which is almost entirely held for investment as of December 31, 2024.2025. Loans HFI totaled $3.1$3.3 billion, a netan increase of $21.4$261.1 million, or 0.7%,8.6%, as compared to $3.0$3.1 billion at December 31, 2023.2024. Loans HFS totaled $11.2$2.1 million at December 31, 20242025, compared to $1.9$11.3 million at December 31, 2023.2024. The net increase in loans HFI was primarily due to net increases in CRE loans of $33.6 million and SFR mortgage loans of $6.2$161.4 million, CRE loans of $101.6 million, C&I loans of $10.5 million, and SBA loans of $8.7 million, partially offset by decreases in C&D loans of $8.2$17.8 million, SBA loans of $4.8 million,million and other loans of $4.9$3.3 million. The 20242025 loan activity included $441.3$712.7 million in totalnew originations and $61.5$135.9 million in loansadvances sold,on mainlyexisting SFRloans, mortgagesoffset by payoffs/paydowns of $499.6 million, loan sales of $74.0 million, and the guaranteed portioncharge-offs of SBA$14.7 loans.million. SFR mortgage loans represent approximately 48.9%50.0% of our total loans as of December 31, 2024,2025, andcompared thisto ratio is relatively unchanged from 49.1%48.9% as of the end of 2023.2024.
The majority of our loan portfolio is based on collateral or businesses in California and New York, which represent 88%approximately 88.0% of our loan portfolio. Loans secured by collateral in other states represented approximately 12%12.0% of our portfolio and the majority of these loans are secured by real estate with a weighted average LTV of 55.4%55.7% at December 31, 2024.2025.
SFR Loans. SFR mortgage loans HFI totaled $1.66 billion, or 50.0% of the loan portfolio, as of December 31, 2025, and increased $161.4 million, or 10.8%, during 2025 due to higher originations relative to payoffs, paydowns and sales. As of December 31, 2025, the weighted-average LTV of the portfolio was 54%, the weighted average FICO score was 763, and the average age was 3.5 years.
We originate qualified SFR mortgage loans and non-qualified, alternative documentation SFR mortgage loans through wholesale channels and retail channels, including our branch network, to accommodate the needs of the Asian-centric market. The qualified SFR mortgage loans are 15-year and 30-year conforming mortgages and may be sold directly to FNMA and FHLMC. We originate non-qualified SFR mortgage loans both to sell and hold for investment. In addition, our SFR mortgage lending unit originates mortgage warehouse lines of credit to certain correspondent banks. These loans are included in our C&I loans and totaled $2.8 million as of December 31, 2025. There were no such loans at December 31, 2024.
During 2025, we originated $413.7 million of SFR mortgage loans including $202.8 million through our retail channel and $210.9 million through our wholesale channels. These amounts included $6.2 million in FNMA loans, all of which were sold to FNMA. In addition, we also sold $51.9 million of SFR mortgage loans during 2025 to other third parties.
For SFR mortgage loans sold to FNMA, FHLMC and to other third parties such as investment funds or other banks, we provide limited representations and warranties and with a repurchase and premium refund for loans that become delinquent in the first 90-days or a premium refund if paid-off in the first 90-days with respect to all loans sold. In certain loan sales to other banks, loans are sold with no representations or warranties and provide a replacement feature for the first six months if any loans pay off early. As a condition of the sale for all loans, the buyer must have the loans audited for underwriting and compliance standards. There were $2.1 million and $11.3 million of SFR loans HFS at December 31, 2025 and 2024.
Construction and Land Development Loans. C&D loans totaled $173.3 million, or 5.7% of the loan portfolio, at December 31, 2024. C&D loans decreased $8.2 million, or 4.5%, during 2024 due to a decrease in residential construction loans, offset by an increase in commercial construction loans. Our C&D loans are comprised of residential construction, commercial construction and land acquisition and development construction. Interest reserves are generally established on real estate construction loans. These loans are typically Prime rate based and have maturities of less than 18 months.
At December 31, 2024,2025, $44.6SFR million in C&Dmortgage loans were on nonaccrual status,status includingtotaled a$2.1 $26.4 million loan for a partially complete mixed-use commercial project for which we have established a specific reserve of $4.5 million, a $9.4 million loan for a completed mixed-use project, and $8.8 million for a land development project.million. For additional discussion on nonperforming loans, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Analysis of Financial Condition – Problem Loans.
Commercial Real Estate Loans. CRE loans totaled $1.3 billion, or 39.3%, of the loan portfolio as of December 31, 2025, of which $154.7 million was secured by owner occupied properties, compared to $1.2 billion, or 39.3% of the loan portfolio as of December 31, 2024, of which $160.2 million was secured by owner occupied properties. The CRE portfolio had net growth of $101.6 million, or 8.5%, during 2025 due mostly to a net increase in multi-family residential loans.
CRE loans include owner occupied and non-owner occupied commercial real estate, multi-family residential and SFR loans originated for a business purpose. Except for the multi-family residential loan portfolio, the interest rate for the majority of these loans are Prime rate based and have a maturity of five years or less except for the SFR loans originated for a business purpose which may have a maturity of one year. The multi-family residential loans generally have interest rates based on the 5 -year treasury, 10-year maturity with a five year fixed rate period followed by a five year floating rate period, and have a declining prepayment penalty over the first five years.
The largest sub-set of CRE loans was the multi-family residential loan portfolio, which totaled $745.3 million as of December 31, 2025, and $605.5 million as of December 31, 2024. Also included in CRE loans are SFR loans originated for a business purpose, which totaled $40.6 million at December 31, 2025, and $54.1 million at December 31, 2024.
At December 31, 2025, CRE loans on nonaccrual status totaled $8.2 million. For additional discussion on nonperforming loans, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Analysis of Financial Condition – Problem Loans .
The following table presents the LTV ratios at origination for CRE loans by states where the Company operates branches as of the date indicated:
Construction and Land Development Loans. C&D loans totaled $155.5 million, or 4.7% of the loan portfolio, at December 31, 2025. C&D loans decreased $17.8 million, or 10.3%, during 2025 due to decreases in land development loans and residential construction loans, offset by an increase in commercial construction loans. Our C&D loans are comprised of residential construction, commercial construction and land acquisition and development construction. Interest reserves are generally established on real estate construction loans. These loans are typically Prime rate based and have maturities of less than 18 months.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. "Risk Factors" of our 2025 Annual Report. The materiality of any risks and uncertainties identified in our Forward Looking Statements contained in this Report or those that are presently unforeseen could result in significant adverse effects on our financial condition, results of operations and cash flows. See Part I, Item 2 for “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report.
Full comparison: every changed paragraph (1)
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. "Risk Factors" of our 2025 Annual Report. The materiality of any risks and uncertainties identified in our Forward-LookingForward Looking Statements contained in this Report or those that are presently unforeseen could result in significant adverse effects on our financial condition, results of operations and cash flows. See Part I, Item 2 for “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report.
Management's Discussion & Analysis (MD&A)
Largest changes
see in full comparisonWeThehaveBanksufficienthascapitalestablished secured anddounsecurednot anticipate any need for additional liquidity sources aslines ofMarchcredit.31,The2026. As of March 31, 2026, and December 31, 2025, weBank had$97.0 million of unsecured federal funds lines with other financial institutions and no amounts advanced against these lines. In addition,a securedlinesline of credit from the Federal Reserve Discount Windowwereof$70.0$69.7 million atMarchJune31,30,2026,2026 and $66.5 million at December 31,2025. Federal Reserve Discount Window lines were2025 collateralized by a pool of CRE loans totaling$89.6$88.6 million as ofMarchJune31,30,2026,2026 and $88.9 million as of December 31, 2025.WeThe Bank did not have any borrowings outstanding with the Federal Reserve atMarchJune31,30,2026,2026 and December 31, 2025.
Loans classified as substandard decreased bysee in full comparison$2.7$11.0 million during thefirstsecond quarter of 2026 due topayoffstransfersandtopaydownsOREOtotalingof$3.0$19.4 million andupgradespayoffs/paydownstototalingpass-rated status of $1.1$4.2 million, partially offset bydowngradesadditionstoofsubstandard totaling $1.5$12.6 million. Loans classified as special mentionincreaseddecreased$5.5$4.5 million due todowngradespayoffs/paydowns of$5.8$3.8 million, downgrades to substandard-rated loans of $1.8 million, and upgrades to pass-rated loans of $453,000, partially offset bypaydownsadditions of$303,000.$1.5 million.
“The $127,000 increase in interest expense was due mainly to higher interest expense on FHLB advances of $144,000 and an increase of $16,000 in interest expense on average interest-bearing deposits. Interest expense on FHLB advances increased due mainly to a 126 basis point increase in the average rate paid on FHLB advances as $150 million of fixed rate term advances matured during the first quarter of 2025 and were replaced in the higher rate environment, offset partially by the effect of the decrease in the average balance of outstanding FHLB advances. …”see in full comparison
Substandard loans totaledsee in full comparison$72.5$61.5 million atMarchJune31,30, 2026, a decrease of$2.7$13.7 million from $75.2 million at December 31, 2025. The $13.7 million decrease in substandard loansduring the first quarter of 2026was primarily due to transfers to OREO of $19.4 million, payoffsand/paydowns totaling$3.0$7.2millionmillion, and upgrades topass-ratedpass rated loans of $1.1 million, partially offset bydowngradesadditions to substandardtotalingof$1.5$14.1 million. Of the total substandard loansoutstandingatMarchJune31,30, 2026, there were$27.9$37.8 million, or39%61% of such loans, on accrual status.
Net interest income increasedsee in full comparison$4.3$2.8 million to$30.5$30.1 million for thefirstsecond quarter of 2026, compared to$26.2$27.3 million for thefirstsecond quarter of 2025. The increase in net interest income was due to an increase in interest income of$4.5$3.0 million, partially offset by a$127,000$202,000 increase in interest expense. The increase in interest income wasdrivenprimarilybydueloanto average interest-earning asset growthasofaverage total interest-earning assets were $252.1$193.6 million, or6.8%,5.2%,higher for the first quarter of 2026as compared to the same quarter in 2025. The growth in average interest-earning assets included higher average total loans, securities available for sale, and cash and cash equivalents. The impact of higher average interest-earning assets on income was partially offset by lower market interest rates as compared to the same period in 2025. The increase in interest expense wasprimarilydrivenduelargelytoby an increase in theaverage balancecost ofinterest-bearingsubordinateddeposits,notesoffsetduebytolowertheirrates paidrepricing onthoseAprildeposits.1, 2026, from 4.00% to 6.98%.
Construction and land development loans. C&D loans totaledsee in full comparison$159.3$146.3 million, or4.8%4.4% of the loan portfolio, atMarchJune31,30, 2026. C&D loans decreased $9.2 million, or 5.9%, during the first six months of 2026 due to a decrease in residential construction loans, offset by increases in commercial construction loans and land development loans. The net decrease in the first six months of 2026 included a $19.4 million nonperforming construction loan migrating to OREO in the second quarter. At June 30, 2026, the weighted average LTV ratio of the portfolio was 58%. Our C&D loans are comprised of commercial construction, residential construction, and land acquisition anddevelopment loans. C&D loans increased $3.8 million, or 10.0% annualized, during the first three months of 2026 due to increases in commercial construction and land development loans, partially offset by a decrease in residential construction loans.development. Interest reserves are generally established on real estate construction loans. These loansaregenerallytypicallyhave interest rates based on the Wall Street Journal Prime ratebasedand have maturities of less than 18 months.
Full comparison: every changed paragraph (107)
Management has established various accounting policies that govern the application of generally accepted accounting principles in the U.S. (“GAAP”) in the preparation of our financial statements. Certain accounting policies require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions. The Company’s critical accounting policies consist of the allowance for credit losses on loans held for investment, goodwill and income taxes. Please see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025 (our "2025 Annual Report") for additional discussion concerning these critical accounting policies. Also, our significant accounting policies are described in greater detail in Note 2 – Basis of Presentation and Summary of Significant Accounting Policies to the audited consolidated financial statements included in our 2025 Annual Report and the consolidated financial statements in this Form 10-Q10-Q, and are essential to understanding Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Allowance for Credit Losses ("ACL")
A sensitivity analysis of our ACL was performed as of MarchJune 31,30, 2026. Based on this sensitivity analysis, a 25% increase in the assumed prepayment speed on loans would result in ana $899,000,$1.2 million, or 2.04%,2.7%, decrease to the ACL. A 25% decrease in the assumed prepayment speed on loans would result in a $1.1 million,$794,000, or 2.56%,1.8%, increase to the ACL. Additionally, a one percentage point increase in the unemployment rate would result in a $1.1 million,$790,000, or 2.46%,1.8%, increase to the ACL and a one percentage point decrease in the unemployment rate would result in a $970,000,$1.3 million, or 2.20%,2.9%, decrease to the ACL. Management reviews the results using the comparison scenario for sensitivity analysis and considers the results when evaluating the qualitative factor adjustments.
On a quarterly basis, we stress test our nine qualitative risk factors, which are categorized by lending policy, procedures and strategies; economic conditions; changes in nature and volume of the portfolio; credit and lending staff; problem loan trends; loan review results; collateral value; concentrations; and regulatory and business environment, by creating two scenarios, a moderateModerate stressStress scenario and a majorMajor stressStress scenario. In the Moderate Stress scenario, the status of the nine risk factors across all pooled loan types were set at “High-Moderate Risk” while in the Major Stress scenario, the status of the nine risk factors across all pooled loan types were set at “Major Risk.” Under the Moderate Stress scenario, the ACL would increase by $11.0$10.7 million, or 24.89%,24.4%, as of MarchJune 31,30, 2026. Under the Major Stress scenario, the ACL would increase by $31.3$31.1 million, or 70.80%,70.5%, as of MarchJune 31,30, 2026. Management compared the stress test results to our internal forecasts for earnings and capital and has concluded that the Company would remain well-capitalized under these stressed scenarios.
RBB Bancorp is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. RBB Bancorp’s principal business is to serve as the holding company for its wholly-owned subsidiaries, the Bank and RAM. RAM was formed in 2012 to hold and manage problem assets acquired in business combinations. There are no problem assets at RAM or activity in this subsidiary for the three months and six months ended MarchJune 31,30, 2026, or the year ended December 31, 2025. At MarchJune 31,30, 2026, we had total assets of $4.2$4.3 billion, gross loans held for investment ("HFI") of $3.3 billion, total deposits of $3.3$3.4 billion,billion and total shareholders' equity of $531.1$535.2 million. RBB’s common stock trades on the Nasdaq Global Select Market under the symbol “RBB.”
The Bank provides business-banking products and services predominantly to Asian-centric communities through 24 full service branches located in Los Angeles County, Orange County and Ventura County in California, in the Las Vegas (Nevada), the New York City metropolitan areas, Chicago (Illinois), Edison (New Jersey), and Honolulu (Hawaii). and a loan production office located in the San Francisco Bay area. The products and services include commercial and investor real estate loans, business loans and lines of credit, Small Business Administration (“SBA”) 7A and 504 loans, mortgage loans, trade finance, and a full range of depository accounts, including specialized services such as remote deposit, E-banking, mobile banking, and treasury management services. Our primary source of revenue is providing loans to customers, who are predominately small and middle-market businesses and individuals.
We operate 24 banking offices in Arcadia, Cerritos, Diamond Bar, Irvine, Los Angeles, Monterey Park, Oxnard, Rowland Heights, San Gabriel, Silver Lake, Torrance, and Westlake Village, California; Las Vegas, Nevada; Manhattan, Brooklyn, Flushing, and Elmhurst, New York; the Chinatown and Bridgeport neighborhoods of Chicago, Illinois; Edison, New Jersey; and Honolulu, Hawaii. Our primary source of revenue is providing loans to customers, who are predominately small and middle-market businesses and individuals.
The following discussion provides information about the results of operations, financial condition, liquidity,liquidity and capital resources of RBB and its wholly owned subsidiaries. This information is intended to facilitate an understanding and assessment of significant changes and trends related to our financial condition and results of operations. This discussion and analysis should be read in conjunction with our audited consolidated financial statements included in our 2025 Annual Report, and the unaudited consolidated financial statements and accompanying notes presented elsewhere in this Report. The financial results for the three and six months ended MarchJune 31,30, 2026,2026 are not necessarily indicative of the results expected for the year ending December 31, 2026.
We reported net income of $10.1 million, or $0.59 diluted earnings per share, for the quarter ended June 30, 2026, compared to net income of $11.3 million, or $0.66 diluted earnings per share, for the quarter ended March 31, 2026,2026 comparedand to net income of $10.2$9.3 million, or $0.59$0.52 diluted earnings per share,share for the quarter ended DecemberJune 31, 2025, and $2.3 million, or $0.13 diluted earnings per share, for the quarter ended March 31,30, 2025. Net income for the firstsecond quarter of 2026 reflected lower net interest income and lower noninterest income, offset partially by lower noninterest expense and lower income tax expense as compared to the prior quarter. Net income for the second quarter of 2026 compared to this same quarter last year reflected higher net interest income, lower credit costs, and higherlower noninterest income as compared to the prior quarter and thehigher sameincome quartertax last year.expense.
TheThere was no provision for credit losses wasfor the second quarter of 2026 compared to a reversal of $200,000 for the first quarter of 2026 compared to a provision of $600,000 and $6.8 million for the quarters ended December 31, 2025, and March 31, 2025.2026. The firstsecond quarter of 2026 provision for credit losses reflected a provision for loan losses of $77,000 and a reversal of provision for unfunded loan commitments of $77,000 due to a lower volume of unfunded loan commitments. The second quarter of 2026 provision for credit losses was supporteddue bymainly paydowns on loans with specific reserves,to the impact of stabilizednet charge-offs, while portfolio credit quality trends, and positive underlying economic forecast indicators, whichand offsetchanges the need for provisions related to newin loan originations.portfolio composition remained relatively stable. Net charge-offs in the firstsecond quarter of 2026 represented 0.00%0.01% of average loans on an annualized basis, compared to 0.20% for the fourth quarter of 2025 and 0.35%0.00% for the first quarter of 2026 and 0.42% for the second quarter of 2025.
Pre-tax pre-provision income totaled $14.1 million for the quarter ended June 30, 2026, compared to $15.5 million for the quarter ended March 31, 2026 and $15.3 million for the quarter ended June 30, 2025. Pre-tax pre-provision income totaled $29.6 million for the six months ended June 30, 2026, compared to $25.3 million for the six months ended June 30, 2025. The $4.3 million, or 17%, increase year over year was due to our ability to grow net interest income by 13% while being able to control noninterest expense, which decreased 2% year over year. For additional information on pre-tax pre-provision income, including a reconciliation of this measure to its most comparable GAAP measure, see "Non-GAAP Financial Measures."
At MarchJune 31,30, 2026, total assets were $4.2$4.3 billion, aan decreaseincrease of $14.0$66.7 million from December 31, 2025. The decreaseincrease in total assets was primarily the result of aan decreaseincrease of $15.4$70.7 million in cash and cash equivalentsequivalents. andA a decreaseportion of $10.5this cash was held in anticipation of the $40.0 million inredemption incomeof taxsubordinated receivable.notes Theon decreaseJuly in1, cash2026. supportedAt June 30, 2026, total deposits were $3.4 billion, an increase of $10.9$40.2 million infrom gross loans HFI to $3.3 billion at MarchDecember 31, 2026, and an increase of $8.6 million in securities available for sale ("AFS") to $415.8 million at March 31, 2026.2025. The decrease in income tax receivable of $10.5 million was the result of refunds of taxes previously paid that were received from taxing authorities in the first quarter of 2026. Total deposits decreased by $10.5 million to $3.3 billion as of March 31, 2026. The decreaseincrease in total deposits during the first quarter of 2026 was due to a $61.9$145.8 million decreaseincrease in wholesaleretail deposits offset by a $51.4$105.6 million increasedecrease in retailwholesale deposits. The increase in retail deposits included a $219.4$234.9 million increase in non-maturitynonmaturity interest-bearing deposits and a $168.4$154.2 million decrease in time deposits as a portion of the maturing time deposits moved into a high-yield savings product. Noninterest-bearing demand deposits totaledincreased $526.9$65.1 million to $591.6 million, or 15.8%17.5% of total deposits, at MarchJune 31,30, 2026, which is similarcompared to the$526.5 balancesmillion, or 15.7% of total deposits, at December 31, 2025. The gross loan to deposit ratio was 99.6%97.6% at MarchJune 31,30, 2026, compared to 99.0% at December 31, 2025 and 101.5% at June 30, 2025.
Nonperforming assets decreased $4.6$5.3 million to $43.6 million, or 1.02% of total assets, at June 30, 2026, from $48.8 million, or 1.16% of total assets, at March 31, 2026, from $53.5 million, or 1.27% of total assets, at December 31, 2025.2026. The $4.6$5.3 million decrease in nonperforming assets was primarily attributable to a $4.6$20.8 million decrease in OREOnonperforming toloans $4.3partially offset by a $15.6 million atincrease Marchin 31,OREO 2026,(included comparedin to"accrued $8.8interest millionand atother December 31, 2025.assets"). The decreaseincrease in OREO was due to the saletransfer of one propertynonperforming andconstruction aloan $350,000to valuationOREO, provisionoffset onby athe remainingsale of the existing OREO property. The sale resulted in a $1.2 million gain.properties.
Loans classified as substandard decreased by $2.7$11.0 million during the firstsecond quarter of 2026 due to payoffstransfers andto paydownsOREO totalingof $3.0$19.4 million and upgradespayoffs/paydowns tototaling pass-rated status of $1.1$4.2 million, partially offset by downgradesadditions toof substandard totaling $1.5$12.6 million. Loans classified as special mention increaseddecreased $5.5$4.5 million due to downgradespayoffs/paydowns of $5.8$3.8 million, downgrades to substandard-rated loans of $1.8 million, and upgrades to pass-rated loans of $453,000, partially offset by paydownsadditions of $303,000.$1.5 million.
As of MarchJune 31,30, 2026, the allowance for credit losses totaled $44.2$44.1 million, down from $44.4$44.2 million at DecemberMarch 31, 2025.2026. The $222,000$83,000 decrease in the allowance for credit losses for the firstsecond quarter of 2026 was due to a $200,000 reversal of provision for credit losses and net charge-offscharge-off of $22,000.activity. The allowance for loan losses ("ALL") as a percentage of loans HFI totaledincreased to 1.32% at June 30, 2026, compared to 1.31% at March 31, 2026, compared to 1.32% at December 31, 2025.2026. The ALL as a percentage of nonperforming loans HFI was 97.98%184% at June 30, 2026, and 98% at March 31, 2026, and 98.33% at December 31, 2025.2026.
Total shareholders' equity was $535.2 million, or $31.51 book value per share, at June 30, 2026, compared to $531.1 million, or $31.10 book value per share, at March 31, 2026, comparedand to $523.4$517.7 million, or $30.69$29.25 book value per share,share at DecemberJune 31,30, 2025. The increase in shareholders' equity for the firstsecond quarter of 2026 compared to the prior quarter was due mostly to net income of $11.3$10.1 million and stock-based compensation activity of $1.6 million, partially offset by common stock repurchases totaling $4.5 million and common stock cash dividends paid oftotaling $2.8 million and higher net unrealized losses on AFS securities of $962,000.million. Tangible book value per share increased to $27.23 at June 30, 2026, up from $26.84 at March 31, 2026,2026 up fromand $26.42 at December 31, 2025. We repurchased 180,576 shares during the second quarter of 2026 at an average price of $24.65 per share. No shares were repurchased during the first quarter of 2026. For additional information on tangible book value per share, see "Non-GAAP Financial Measures."
The principal component of our earnings is net interest income, which is the difference between the interest and fees earned on loans, cash and investments (interest-earning assets) and the interest paid on deposits and borrowed funds (interest-bearing liabilities). Net interest margin is net interest income as a percentage of average interest-earning assets for the period. The level of interest rates and the volume and mix of interest-earning assets and interest-bearing liabilities impact net interest income and net interest margin. The net interest spread is the yield on average interest-earning assets minus the cost of average interest-bearing liabilities. Net interest margin and net interest spread are included on a tax equivalent (“TE”) basis by adjusting interest income utilizing the federal statutory tax rate of 21% for 2026 and 2025. Our net interest income, interest spread, and net interest margin are sensitive to general business and economic conditions. These conditions include short-term and long-term interest rates, inflation, monetary supply, and the strength of the international, national and state economies, in general, and more specifically, the local economies in which we conduct business. Our ability to manage net interest income during changing interest rate environments will have a significant impact on our overall performance. We manage net interest income through affecting changes in the mix of interest-earning assets as well as the mix of interest-bearing liabilities, changes in the level of interest-bearing liabilities in proportion to interest-earning assets, and in the growth and maturity of earning assets. For additional information see “Capital Resources and Liquidity Management” and Part I, Item 3. "Quantitative and Qualitative Disclosures about Market Risk" included in this Report.
The following tables present average balance sheet information, interest income, interest expense and the corresponding average yields earned and rates paid for the periods presented. The average balances are daily averages and, for loans, include both performing and nonperforming balances. Interest and fees on securities, net interest margin and net interest spread are included on a tax equivalent (“TE”) basis by adjusting interest income utilizing the federal statutory tax rate of 21% for 2026 and 2025.
The following table summarizes the extent to which changes in (1) volumeinterest rates and (2) interest ratesvolume of average interest-earning assets and average interest-bearing liabilities affected our net interest income for the periods presented. The total change for each category of interest-earning assets and interest-bearing liabilities is segmented into changes attributable to variations in volume and yield/rate. Changes that are not solely due to either volume or yield/rate are allocated proportionally based on the absolute value of the change related to average volume and average yield/rate.
Net interest income decreased $417,000 to $30.1 million for the second quarter of 2026, compared to $30.5 million for the first quarter of 2026. The $417,000 decrease was due to a $773,000 increase in interest expense, offset by a $356,000 increase in interest income. The increase in interest expense was due mainly to an $829,000 increase in interest on subordinated notes as a result of these notes repricing from 4.00% to 6.98% effective April 1, 2026 and one additional day in the quarter. The increase in interest income was due to the combination of a $725,000 increase in loan interest income as average loans increased and one additional day in the quarter, partially offset by lower FHLB dividend income as the first quarter of 2026 included a special dividend of $430,000. There was no special dividend from the FHLB in the second quarter of 2026.
Net interest income increased $994,000 to $30.5 million for the first quarter of 2026, compared to $29.5 million for the fourth quarter of 2025. Net interest income increased despite 2 fewer days in the current quarter and was comprised of a $1.4 million decrease in interest expense, offset by a $390,000 decrease in interest income. The decrease in interest expense was due mostly to the impact of fewer days in the quarter and a decrease in the cost of interest-bearing liabilities while average balances remained relatively unchanged quarter over quarter. The decrease in interest expense was comprised of a $3.4 million decrease in interest on time deposits, offset by a $2.0 million increase in interest on non-maturity interest-bearing accounts as a portion of maturing time deposits moved to a high-yield savings product. The decrease in interest income was due mostly to fewer days in the quarter and the impact of a lower yield on cash and securities, offset by the impact of a higher loan yield and a special FHLB dividend in addition to their normal quarterly dividend. The decrease in interest income was comprised of a $509,000 decrease in loan interest income and a $315,000 decrease in interest on cash and investment securities, offset by the FHLB special dividend of $430,000.
The net interest margin (“"NIM”") increasedwas 163.06% for the second quarter of 2026, a decrease of 9 basis points tofrom 3.15% for the first quarter of 2026, from 2.99% for the fourth quarter of 2025.2026. The NIM increasedecrease included ana 85 basis point increasedecrease in the yield on average total interest-earning assetsassets, andcombined anwith 8a 4 basis point decreaseincrease in the overall cost of funds. The yield on average total interest-earning assets increaseddecreased to 5.81% for the second quarter of 2026 from 5.86% for the first quarter of 2026 from 5.78% for the fourth quarter of 2025 due mostly to the impact of a 74 basis point increasedecrease from lower FHLB dividends and a 1 basis point decrease in the yield on average loanstotal and a 4 basis point increase from the FHLB special dividend. Average loans represented 84% of average interest-earning assets in the first quarter of 2026, which was unchanged from the fourth quarter of 2025.loans.
The average total cost of funds decreasedincreased to 3.00% for the second quarter of 2026 from 2.96% for the first quarter of 2026 from 3.04% for the fourth quarter of 2025,2026, due mostly to aan 10 basis point decreaseincrease in the overall cost of deposits$120.0 tomillion 2.86%in forsubordinated the first quarter of 2026. The total cost of deposits decreasednotes due to their repricing on April 1, 2026, partially offset by a 125 basis point decrease in the cost of average interest-bearingtotal deposits to 3.39% due to the mix of deposits and the continued repricing of deposits into the current rate environment.2.81%. The average overnightcost Federalof Fundsinterest-bearing Ratedeposits wasdecreased 3.64%to 3.34% for the second quarter of 2026 from 3.39% for the first quarter of 20262026. comparedThe tooverall 3.90%funding mix for the fourthsecond quarter of 2025.2026 Averageremained noninterest-bearingrelatively depositsunchanged represented approximately 16% of average total deposits forfrom the first quarter of 2026 andwith fourthaverage quarterinterest-bearing deposits representing 92% of 2025.average interest-bearing liabilities and average noninterest-bearing deposits representing 16% of average total deposits. The period end weighted average interest rate for total deposits was 2.75% at June 30, 2026 compared to 2.79% at March 31, 2026.
Net interest income increased $4.3$2.8 million to $30.5$30.1 million for the firstsecond quarter of 2026, compared to $26.2$27.3 million for the firstsecond quarter of 2025. The increase in net interest income was due to an increase in interest income of $4.5$3.0 million, partially offset by a $127,000$202,000 increase in interest expense. The increase in interest income was drivenprimarily bydue loanto average interest-earning asset growth asof average total interest-earning assets were $252.1$193.6 million, or 6.8%,5.2%, higher for the first quarter of 2026as compared to the same quarter in 2025. The growth in average interest-earning assets included higher average total loans, securities available for sale, and cash and cash equivalents. The impact of higher average interest-earning assets on income was partially offset by lower market interest rates as compared to the same period in 2025. The increase in interest expense was primarilydriven duelargely toby an increase in the average balancecost of interest-bearingsubordinated deposits,notes offsetdue byto lowertheir rates paidrepricing on thoseApril deposits.1, 2026, from 4.00% to 6.98%.
The $4.5$3.0 million increase in interest income was due mainly to a $4.3$3.0 million increase in interest income from average total loans, of which $3.3$2.2 million was attributed to higher average balancesbalances, and $1.0 million was$795,000 attributed to an increase inhigher rates. Average total loans increasedwere $216.9$3.3 millionbillion duefor the quarter ended June 30, 2026, an increase of $144.3 million, or 4.5%, compared to strong loan growth since the end of the firstsecond quarter of 2025. The yield on average total loans increased 1310 basis points to 6.14%6.13% for the quarter ended MarchJune 31,30, 2026 compared to 6.01%6.03% for the quarter ended MarchJune 31,30, 2025.
The $202,000 increase in interest expense was due mainly to higher interest expense on borrowings of $425,000, partially offset by a $223,000 decrease in interest expense on deposits. Interest expense on borrowings increased mainly due to the repricing of the subordinated notes from 4.00% to 6.98% on April 1, 2026.The decrease in interest expense on deposits was primarily due to a 32 basis point decrease in the rates paid on average interest-bearing deposits, partially offset by the impact of a $224.4 million increase in the average balance of interest-bearing deposits.
The $127,000 increase in interest expense was due mainly to higher interest expense on FHLB advances of $144,000 and an increase of $16,000 in interest expense on average interest-bearing deposits. Interest expense on FHLB advances increased due mainly to a 126 basis point increase in the average rate paid on FHLB advances as $150 million of fixed rate term advances matured during the first quarter of 2025 and were replaced in the higher rate environment, offset partially by the effect of the decrease in the average balance of outstanding FHLB advances. The increase in interest expense on average total interest-bearing deposits was primarily due to an increase of $281.6 million in the average balance of interest-bearing deposits, offset almost entirely by the impact of a 38 basis point decrease in the interest rate paid on total average interest-bearing deposits as deposits repriced in the current rate environment. The Federal Reserve lowered market interest rates 75 basis points since the end of the first quarter of 2025. The average overnight Federal Funds Rate was 3.64% for the first quarter of 2026 compared to 4.33% for the first quarter of 2025.
The NIM was 3.15%3.06% for the firstsecond quarter of 2026, an increase of 2714 basis points from 2.88%2.92% for the firstsecond quarter of 2025. The increase was primarily due to a 1914 basis point decrease in the total cost of funds to 2.96%3.00%, combined withand a 102 basis point increase in the yield on average total interest-earning assets to 5.86%5.81% for the firstsecond quarter of 2026 whenfrom compared to the rates5.79% for the firstsecond quarter of 2025. The increase in the yield on average total interest-earning assets was due mainly to an increase in loan rates, as well as the impact of the FHLB special dividend in the first quarter of 2026; there was no FHLB special dividend in 2025. The decrease in funding costs was due to the lower average total cost of interest-bearing deposits,deposits in response to lower market rates, offset by the higher average total cost for FHLB advances.borrowings. Average noninterest-bearing deposits totaled $526.1$535.8 million, or 16% of total average deposits, for the firstsecond quarter of 2026 compared to $520.2$526.1 million, or 17% of total average deposits, for the firstsecond quarter of 2025. The increase in the yield on average interest-earning assets was due mainly to a 10 basis point increase in the yield on average total loans.
Net interest income increased $7.1 million to $60.6 million for the six months ended June 30, 2026, compared to $53.5 million for the six months ended June 30, 2025. The increase in net interest income was due to an increase in interest income of $7.4 million partially offset by an increase in interest expense of $329,000. The increase in interest income was due primarily to higher income on loans due to a higher average balance and higher yield. The increase in interest expense was primarily due to higher average rates paid on borrowings.
Interest and fees on total loans increased $7.3 million for the six months ended June 30, 2026 primarily due to a $180.4 million increase in the average balance of total loans from loan growth since the end of the second quarter of 2025. The yield on loans increased 12 basis points to 6.14% for the six months ended June 30, 2026 from 6.02% for the same period in 2025.
Interest expense on deposits decreased $207,000 to $47.2 million for the six months ended June 30, 2026 compared to $47.4 million for the six months ended June 30, 2025. The decrease in interest expense on deposits was primarily due to a decrease in the average rates paid on interest-bearing deposits to 3.37% for the six months ended June 30, 2026 compared to 3.71% for the six months ended June 30, 2025. The effect of the decrease in the average rate paid on deposits was partially offset by an increase in average interest-bearing deposit balances of $252.8 million to $2.8 billion for the six months ended June 30, 2026. Average noninterest-bearing deposits totaled $531.0 million, or 15.8% of total average deposits, for the first six months of 2026, compared to 16.9% for the first six months of 2025.
Partially offsetting the decrease in interest expense on deposits was an increase in interest expense on borrowings of $536,000 for the first six months of 2026. The increase is mainly due to the repricing of the subordinated notes from 4.00% to 6.98% on April 1, 2026.
The NIM was 3.10% for the six months ended June 30, 2026, an increase of 20 basis points from 2.90% for the six months ended June 30, 2025. The increase was primarily due to a 17 basis point decrease in the average cost of funds, including a 26 basis point decrease in the cost of average deposits, and a 5 basis point increase in the yield on average interest-earning assets, including a 12 basis point increase in the yield on average loans.
The provision for credit losses was a $200,000 reversal$0 for the firstsecond quarter of 2026 compared to a $600,000reversal provisionof $200,000 for the fourth quarter of 2025. The first quarter of 2026. The second quarter of 2026 provision for credit losses reflected a provision for loan losses of $77,000 due mainly to net charge-offs and a reversal of provision for creditunfunded losses was supported by paydowns on loans with specific reserves, the impactcommitments of stabilized$77,000 due to a lower volume of unfunded commitments. The second quarter provision also took into consideration that portfolio credit quality trends, and positive underlying economic forecast indicators, whichand offsetchanges the need for provisions related to newin loan originations.portfolio composition remained relatively stable. Net charge-offs on an annualized basis represented 0.00%0.01% of average loans for the firstsecond quarter of 2026 compared to 0.20%0.00% for the fourthfirst quarter of 2025.2026.
The provision for credit losses was a $200,000 reversal$0 for the firstsecond quarter of 2026 compared to a $6.8$2.4 million provision for the firstsecond quarter of 2025. The second quarter of 2025 provision for credit losses for the first quarter of 2025 was the result of an increase in specific reserves of $2.8 million,included net charge-offs of $2.6$3.3 million andmillion, an increase in general reserves of $1.3 million due mainly to loan growth offset partially by a net decrease in specific reserves. Net loan growth. Net charge-offs onof an annualized basis represented 0.35%$83,000 for the firstsecond quarter of 2025.2026 were lower than $3.3 million for the same quarter last year.
The provision for credit losses was a reversal of $200,000 for the six months ended June 30, 2026 compared to a $9.1 million provision for the six months ended June 30, 2025. This $9.3 million decrease was primarily due to lower net charge-offs, combined with the impact of declines in nonperforming, classified, and criticized loans as of June 30, 2026. There were $105,000 in net loan charge-offs for the six months ended June 30, 2026, as compared to $5.9 million in net loan charge-offs for the six months ended June 30, 2025.
Noninterest income for the second quarter of 2026 was $3.0 million, a decrease of $1.2 million from $4.3 million for the first quarter of 2026 was $4.3 million, an increase of $1.4 million from $2.8 million for the fourth quarter of 2025.2026. The increasedecrease in noninterest income was mainly due to lower gains from OREO of $1.1 million, and lower other income of $870,000, offset partially by higher gain on sale of loans of $640,000. The net loss on OREO was $221,000 in the second quarter compared to the net gain on OREO of $890,000,$890,000 recoveriesin the first quarter. The decrease in other income was due to the first quarter including a $484,000 recovery of a fully charged-off acquired loansloan and $360,000 of $484,000, and interest income on the tax refunds related to purchased federal tax credits; there were no similar items in the second quarter of $360,000, offset partially by lower gain on sale of loans of $133,000.2026. The sale of $4.9$42.1 million of mortgage loans and $4.0$8.1 million of Small Business Administration (“SBA”) loans resulted in gains of $324,000$1.0 million for the firstsecond quarter of 2026 compared to the sale of mortgage loans of $22.0$4.9 million and SBA loans of $2.9$4.0 million for gains of $457,000$324,000 for the fourthfirst quarter of 2025.2026.
Noninterest income decreased $5.5 million to $3.0 million for the second quarter of 2026 from $8.5 million for the same quarter in the prior year. The decrease in noninterest income primarily relates to the second quarter of 2025 including other income of $5.2 million for the receipt of Employee Retention Credit ("ERC") funds from the Internal Revenue Service. The ERC was a grant program established under the Coronavirus Aid, Relief, and Economic Security Act in response to the COVID-19 pandemic and these funds related to qualifying amended payroll tax returns the Company filed for the first and second quarters of 2021. There were no such ERC amounts received or associated costs recognized during 2026.
Noninterest income increaseddecreased $2.0$3.5 million to $4.3$7.3 million for the firstsix quartermonths ofended 2026June from30, $2.32026, compared to $10.8 million for the same quarterperiod in the prior year. The increasedecrease inwas noninterestmainly income primarily relatesdue to the gainsecond on OREO, recoveriesquarter of fully2025 charged-offincluding acquired loans, and interestother income onof $5.2 million for the taxreceipt refundsof discussedthe above.previously Inmentioned addition,ERC grant. This was partially offset by a higher gain on sale of loans forof the$849,000 firstand quartergain on OREO of 2026 increased $243,000 to $324,000 from $81,000$669,000 for the six months ended June 30, 2026 compared to the same quarterperiod in the prior year. The first quarter of 2025 included losses on sales of nonperforming loans.2025.
As of MarchJune 31,30, 2026, we were servicing SFR mortgage loans for other financial institutions, the Federal Home Loan Mortgage Corporation ("FHLMC"), the Federal National Mortgage Association ("FNMA"), and SBA loans. The following table presents loans serviced for others as of the dates indicated:
Noninterest expense for the second quarter of 2026 was $19.0 million, a decrease of $236,000 from $19.3 million for the first quarter of 2026. The decrease was mainly due to lower salaries and employee benefits of $216,000 due mostly to lower payroll taxes. The efficiency ratio was 57.46% for the second quarter of 2026, compared to 55.41% for the first quarter of 2026.
Noninterest expense for the second quarter of 2026 was $19.0 million, a decrease of $1.5 million compared to $20.5 million for the second quarter of 2025, mainly due to a decrease in legal and professional expense. The decrease in legal and professional expense of $1.6 million was due mostly to $1.2 million of professional and advisory costs related to the previously mentioned ERC grant in the second quarter of 2025, along with higher legal costs related to credit, operations, and other corporate governance in the second quarter of 2025. The efficiency ratio was 57.46% for the second quarter of 2026 and 57.22% for the second quarter of 2025.
Noninterest expense for the six months ended June 30, 2026 was $38.3 million, a decrease of $735,000 from $39.0 million for the six months ended June 30, 2025. The decrease in noninterest expense was primarily due to a decrease in legal and professional expense of $1.6 million, partially offset by an increase in salaries and employee benefits of $583,000. The decrease in legal and professional expense was due mainly to $1.2 million of ERC advisory costs incurred in the second quarter of 2025 along with higher legal costs related to credit, operations, and other corporate governance. The increase in salaries and employee benefits was due mainly to the impact of annual pay increases. The efficiency ratio was 56.41% for the six months ended June 30, 2026, down from 60.70% for the six months ended June 30, 2025 due to the combination of $3.9 million in revenue growth and the decrease in noninterest expense.
Noninterest expense for the first quarter of 2026 was $19.3 million, an increase of $293,000 from $19.0 million for the fourth quarter of 2025. The increase in noninterest expense was due mainly to higher salaries and employee benefits of $528,000 attributed to higher payroll taxes, benefits, and pay increases, which are typically reflected in the first quarter of the year. The efficiency ratio was 55.41% for the first quarter of 2026, compared to 58.69% for the fourth quarter of 2025. The decrease in the efficiency ratio is attributed mostly to higher net revenues. The operating expense ratio (noninterest expense, annualized, divided by average assets) for the first quarter of 2026 was 1.86% compared to 1.80% for the fourth quarter of 2025. This increase was due to higher operating costs while average assets remained relatively unchanged.
Noninterest expense for the first quarter of 2026 was $19.3 million, an increase of $736,000 compared to $18.5 million for the first quarter of 2025. The increase was mainly due to an increase of $618,000 in salaries and employee benefits due to the impact of merit increases and higher incentives related to sustained production levels. The efficiency ratio was 55.41% for the first quarter of 2026 and 65.09% for the first quarter of 2025. The decrease in the efficiency ratio is attributed mostly to higher net revenues. The operating expense ratio for the first quarter of 2025 was 1.90% and the decrease to 1.86% for the first quarter of 2026 was due to average asset growth outpacing the relative growth in operating costs.
We recorded an income tax provision of $3.9 million, $4.4 million, and $3.6 million, reflecting an effective tax rate of 28.0%, 28.0%, and 27.8% for the three months ended June 30, 2026, March 31, 2026, and June 30, 2025. We recorded an income tax provision of $8.3 million and $4.5 million, reflecting an effective tax rate of 28.0% and 27.9%, for the six months ended June 30, 2026 and 2025.
We recorded an income tax provision of $4.4 million, $2.6 million, and $900,000, reflecting an effective tax rate of 28.0%, 20.2%, and 28.2%, for the three months ended March 31, 2026, December 31, 2025, and March 31, 2025. The effective tax rate for the first quarter of 2026 is lower than the federal and state statutory tax rates due primarily to state tax planning strategies. The lower effective tax rate in the fourth quarter of 2025 compared to the first quarter of 2026 resulted from benefits from purchased Federal tax credits and other state tax benefits in 2025.
Total Assets. At MarchJune 31,30, 2026, total assets were $4.2$4.3 billion, aan decreaseincrease of $14.0$66.7 millionmillion, from total assets of $4.2 billion at December 31, 2025. The decreaseincrease includedwas primarily due to a $15.4$70.7 million decreaseincrease in cash and cash equivalents and a $10.5 million decrease in income tax receivable. These decreases were partially offset by increases in loans HFI of $10.9 million and securities AFS of $8.6 million.equivalents.
Cash and Cash Equivalents. Cash and cash equivalents increased $70.7 million, or 33%, to $283.0 million as of June 30, 2026 as compared to $212.3 million at December 31, 2025. A portion of this cash was held in anticipation of the $40.0 million redemption of subordinated notes on July 1, 2026.
Cash and Cash Equivalents. Cash and cash equivalents decreased $15.4 million, or 7.3%, to $196.9 million as of March 31, 2026, as compared to $212.3 million at December 31, 2025. This decrease in cash and cash equivalents was comprised of $21.3 million used in net investing activities, including purchases of AFS securities of $54.9 million and a net increase in loans of $14.8 million, offset by maturities and repayment of AFS securities of $45.1 million and proceeds from loan and OREO sales of $5.4 million. Net cash used in financing activities was $13.5 million, consisting mainly of a net decrease in deposits of $10.5 million. Net cash provided by operating activities was $19.4 million, which consisted mainly of net income of $11.3 million and proceeds from loans held for sale of $6.4 million.
Our investment portfolio is comprised primarily of U.S. government and SBA agency securities, corporate note securities, mortgage-backed securities ("MBS") backed by government-sponsored entities, andcollateral taxablemortgage obligations ("CMO") and tax-exemptcommercial municipal securities.paper.
Our investment policy is reviewed annually by our board of directors. Overall investment goals are established by our board of directors, Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and members of our Asset Liability Committee (“ALCO”) of our board of directors. Our board of directors has delegated the responsibility of monitoring our investment activities to our ALCO. Day-to-day activities pertaining to the securities portfolio are conducted under the supervision of our CEO and CFO. We actively monitor our investments on an ongoing basis to identify any material changes in the securities. We monitor our securities portfolio to ensure it has adequate credit support and consider the lowest credit rating for identification of potential credit impairment.
The weighted-average life of the total investment portfolio was 4.6 years at MarchJune 31,30, 2026, and 4.9 years at December 31, 2025. The weighted-average life is the average number of years that each dollar of unpaid principal due remains outstanding. Average life is computed as the weighted-average time to the receipt of all future cash flows, using as the weights the dollar amounts of the principal pay-downs.
The tablefollowing belowtables summarizesshow the amortized cost and fair value of the investment securities portfolio and their weighted average yieldsportfolio, by expected maturitymaturity, as of Marchthe 31,dates 2026.indicated. ExpectedHowever, expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Accordingly, MBS and CMO securities are classified in accordance with their estimated average life.
The table below shows our investment securities’ gross unrealized losses and estimated fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at MarchJune 31,30, 2026 and December 31, 2025. The unrealized losses on these securities were primarily attributed to changes in interest rates. There was no ACL on the AFS or HTM securities portfolios as of MarchJune 31,30, 2026 or December 31, 2025. We monitor our securities portfolio to ensure that all our investments have adequate credit support and we consider the lowest credit rating for identification of potential impairment. The issuers of these securities have not, to our knowledge, evidenced any cause for default on these securities. As of MarchJune 31,30, 2026, all of our investment securities in an unrealized loss position received an investment grade credit rating. These securities have fluctuated in value since their purchase dates as market rates have also fluctuated. However, we have the ability and the intention to hold these securities until their fair values recover to cost or until their respective maturity dates. As such, management does not deem these securities to be impaired under the current expected credit loss model. A summary of our analysis of these securities and the unrealized losses is described more fully in "Note 3 — Investment Securities" of our audited consolidated financial statements included in our 2025 Annual Report. Economic trends may adversely affect the value of the portfolio of investment securities that we hold.
Loans
The loan portfolio is the largest category of our earning assets. Loans HFI increaseddecreased $10.9$4.8 million, or 1.3% on an annualized basis,million to $3.3 billion at MarchJune 31,30, 2026,2026 since December 31, 2025. The increasedecrease was primarily due to increasesdecreases in SFR mortgageCRE loans of $27.4$25.5 million, commercial and industrial ("C&I") loans of $12.9 million, and construction and land development ("C&D") loans of $3.8$9.2 million, and SBA loans of $6.3 million, partially offset by decreasesincreases in CRESFR mortgage loans of $28.9$25.3 millionmillion, and SBAcommercial and industrial ("C&I") loans of $3.7$11.9 million. SFR mortgage loans represented 50.6%50.8% of our total HFI loans as of MarchJune 31,30, 2026,2026 and 50.0% at December 31, 2025. There were no loans HFS at MarchJune 31,30, 2026,2026 compared to $2.1 million loans HFS at December 31, 2025. The decrease in loans HFS was due to sales totaling $8.9 million, offset by loans originated or transferred into HFS of $6.8 million.
The following table presents the geographic locations of loans in our loan HFI portfolio, by loan class, as of the date indicated:
The majority of our loan portfolio is based on collateral or businesses located in California and New York, which represented 88.2% of our loan portfolio. Loans secured by collateral in other states represented approximately 11.8% of our portfolio and the majority of these loans are secured by real estate with a weighted average loan-to-value ("LTV") ratio of 55.1%55% at MarchJune 31,30, 2026.
SFR loans. SFR loans totaled $1.7 billion, or 50.6%50.8% of our loans HFI portfolio, as of MarchJune 31,30, 2026. SFR loans increased $27.4$25.3 million, or 6.7% annualized,1.5%, during the first quartersix months of 2026 due to higher originations relative to payoffs, paydowns,paydowns and sales. As of MarchJune 31,30, 2026, the weighted-average LTV ratio of the portfolio was 54%, the weighted average FICO score was 764,765, and the weighted average age was 3.53.6 years.
RBB insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 6 filings (4 insiders, 6 trade dates, 28,935 shares, about $696.8K). Net open-market shares: -28,935 (purchases minus sales); net value about -$696.8K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-19 | Hanson Diana |
Shares withheld for tax | 276 | $26.40 | $7.3K |
| 2026-08-19 | Hanson Diana |
Option exercise | 767 | — | — |
| 2026-07-20 | Lee Johnny C |
Shares withheld for tax | 1,974 | $26.74 | $52.8K |
| 2026-07-20 | Lee Johnny C |
Option exercise | 5,500 | — | — |
| 2026-06-04 | Morris David Richard |
Open-market sale | 1,946 | $23.99 | $46.7K |
| 2026-05-26 | Fan Gary |
Open-market sale | 2,368 | $24.01 | $56.9K |
| 2026-05-21 | Kao James |
Option exercise | 1,962 | — | — |
| 2026-05-21 | Kao James |
Option exercise | 700 | — | — |
| 2026-05-21 | Kao Christina |
Option exercise | 700 | — | — |
| 2026-05-21 | Kao Christina |
Option exercise | 2,162 | — | — |
| 2026-05-21 | Wong Lee Joyce |
Option exercise | 700 | — | — |
| 2026-05-21 | Wong Lee Joyce |
Option exercise | 2,062 | — | — |
| 2026-05-21 | Pannu Geraldine |
Option exercise | 700 | — | — |
| 2026-05-21 | Pannu Geraldine |
Option exercise | 1,846 | — | — |
| 2026-05-21 | Bennett Bill |
Option exercise | 700 | — | — |
| 2026-05-21 | Lin Chuang I |
Option exercise | 700 | — | — |
| 2026-05-21 | Franko Robert |
Option exercise | 2,162 | — | — |
| 2026-05-21 | Franko Robert |
Option exercise | 700 | — | — |
| 2026-05-21 | Polakoff Scott |
Option exercise | 700 | — | — |
| 2026-05-21 | Polakoff Scott |
Option exercise | 1,846 | — | — |
| 2026-05-21 | Wong Frank |
Option exercise | 700 | — | — |
| 2026-05-21 | Wong Frank |
Option exercise | 1,846 | — | — |
| 2026-05-21 | Morris David Richard |
Option exercise | 1,946 | — | — |
| 2026-05-08 | Rizkalla Mina S. |
Option exercise | 1,737 | $24.05 | $41.8K |
| 2026-05-08 | Rizkalla Mina S. |
Shares withheld for tax | 624 | $24.05 | $15.0K |
| 2026-05-08 | Rizkalla Mina S. |
Option exercise | 522 | $24.05 | $12.6K |
| 2026-05-08 | Rizkalla Mina S. |
Shares withheld for tax | 188 | $24.05 | $4.5K |
| 2026-05-08 | Lee Johnny C |
Option exercise | 4,356 | $24.05 | $104.8K |
| 2026-05-08 | Lee Johnny C |
Shares withheld for tax | 1,563 | $24.05 | $37.6K |
| 2026-05-08 | Hopkins Lynn M |
Shares withheld for tax | 840 | $24.05 | $20.2K |
| 2026-05-08 | Hopkins Lynn M |
Option exercise | 2,339 | $24.05 | $56.3K |
| 2026-05-08 | Fan Gary |
Shares withheld for tax | 521 | $24.05 | $12.5K |
| 2026-05-08 | Fan Gary |
Option exercise | 1,452 | $24.05 | $34.9K |
| 2026-05-08 | Yeh Jeffrey |
Shares withheld for tax | 526 | $24.05 | $12.7K |
| 2026-05-08 | Yeh Jeffrey |
Option exercise | 1,465 | $24.05 | $35.2K |
| 2026-05-08 | Huang Tsu Te |
Shares withheld for tax | 241 | $24.05 | $5.8K |
| 2026-05-08 | Huang Tsu Te |
Option exercise | 671 | $24.05 | $16.1K |
| 2026-05-08 | Chang Ashley |
Shares withheld for tax | 409 | $24.05 | $9.8K |
| 2026-05-08 | Chang Ashley |
Option exercise | 993 | $24.05 | $23.9K |
| 2026-05-07 | Lin Chuang I |
Option exercise | 10,000 | $18.25 | $182.5K |
| 2026-05-07 | Lin Chuang I |
Open-market sale | 10,000 | $24.23 | $242.3K |
| 2026-05-04 | Morris David Richard |
Open-market sale | 4,500 | $23.90 | $107.5K |
| 2026-04-29 | Fan Gary |
Open-market sale | 6,000 | $24.04 | $144.2K |
| 2026-04-29 | Fan Gary |
Option exercise | 6,000 | $21.17 | $127.0K |
| 2026-04-23 | Bennett Bill |
Open-market sale | 4,121 | $24.07 | $99.2K |
| 2026-04-22 | Hopkins Lynn M |
Shares withheld for tax | 688 | $24.13 | $16.6K |
| 2026-04-22 | Hopkins Lynn M |
Option exercise | 1,917 | $24.13 | $46.3K |
Well-known investors holding RBB (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 117,871 | $3.2M | 0.0% | Added 95% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 106,302 | $2.9M | 0.0% | Added 38% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 66,633 | $1.8M | 0.0% | Added 49% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 43,477 | $1.2M | 0.0% | New position |
| D. E. Shaw & Co. | 2026-06-30 | 37,440 | $1.0M | 0.0% | Added 98% |
| Renaissance Technologies | 2026-06-30 | 29,700 | $814.2K | 0.0% | New position |
| Millennium Management (Israel Englander) | 2026-06-30 | 29,632 | $812.4K | 0.0% | Added 62% |