Equibles

10-Q

ISABELLA BANK CORP (ISBA)

10-Q 2024-08-12 For: 2024-06-30
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the quarterly period ended June 30, 2024

or

☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the transition period from                      to

Commission File Number: 0-18415

Isabella Bank Corporation

(Exact name of registrant as specified in its charter)

Michigan 38-2830092
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
401 N. Main St Mt. Pleasant MI 48858
(Address of principal executive offices) (Zip code)

(989) 772-9471

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

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

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

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

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐

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

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

The number of common shares outstanding of the registrant’s Common Stock (no par value) was 7,445,214 as of August 9, 2024.

Table of Contents

ISABELLA BANK CORPORATION

QUARTERLY REPORT ON FORM 10-Q

Table of Contents

PART I – FINANCIAL INFORMATION 4
Item 1. Financial Statements 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 40
Item 3. Quantitative and Qualitative Disclosures About Market Risk 50
Item 4. Controls and Procedures 51
PART II – OTHER INFORMATION 52
Item 1. Legal Proceedings 52
Item 1A. Risk Factors 52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 52
Item 3. Defaults Upon Senior Securities 52
Item 4. Mine Safety Disclosures 52
Item 5. Other Information 52
Item 6. Exhibits 53
SIGNATURES 54

Table of Contents

Forward Looking Statements

This report contains certain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended and Rule 3b-6 promulgated thereunder. We intend such forward looking statements to be covered by the safe harbor provisions for forward looking statements contained in the Private Securities Litigation Reform Act of 1995, and are included in this statement for purposes of these safe harbor provisions. Forward looking statements, which are based on certain assumptions and describe future plans, strategies and expectations, are generally identifiable by use of the words “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project”, or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to, changes in: interest rates, general economic conditions, federal or state tax laws, monetary and fiscal policy, a health crisis, the quality or composition of the loan or investment portfolio, demand for loan products, fluctuation in the value of collateral securing our loan portfolio, deposit flows, competition, cybersecurity risk, demand for financial services in our market area, and accounting principles, policies, practices and guidelines. These risks and uncertainties should be considered in evaluating forward looking statements and undue reliance should not be placed on such statements. Further information concerning our business, including additional factors that could materially affect our consolidated financial results, is included in our filings with the SEC.

Glossary of Acronyms and Abbreviations

The acronyms and abbreviations identified below may be used throughout this Quarterly Report on Form 10-Q or in our other SEC filings. You may find it helpful to refer back to this page while reading this report.

ACL: Allowance for credit losses Freddie Mac: Federal Home Loan Mortgage Corporation
AFS: Available-for-sale FTE: Fully taxable equivalent
ALCO: Asset-Liability Committee GAAP: U.S. generally accepted accounting principles
AOCI: Accumulated other comprehensive income HFS: Held-for-sale
ASC: FASB Accounting Standards Codification IRR: Interest rate risk
ASU: FASB Accounting Standards Update N/A: Not applicable
ATM: Automated teller machine N/M: Not meaningful
BOLI: Bank-owned life insurance NAV: Net asset value
CECL: Current expected credit losses NIM: Net Interest Margin
CIK: Central Index Key NSF: Non-sufficient funds
DIF: Deposit Insurance Fund OCI: Other comprehensive income (loss)
DIFS: Department of Insurance and Financial Services OMSR: Originated mortgage servicing rights
Directors Plan: Isabella Bank Corporation and Related Companies Deferred Compensation Plan for Directors OREO: Other real estate owned
Dividend Reinvestment Plan: Isabella Bank Corporation Stockholder Dividend Reinvestment Plan and Employee Stock Purchase Plan Rabbi Trust: A trust established to fund our Directors Plan
Exchange Act: Securities Exchange Act of 1934 RSP: Isabella Bank Corporation Restricted Stock Plan
FASB: Financial Accounting Standards Board SOFR: Secured Overnight Financing Rate
FDIC: Federal Deposit Insurance Corporation SEC: U.S. Securities and Exchange Commission
FFIEC: Federal Financial Institutions Examinations Council SOX: Sarbanes-Oxley Act of 2002
FRB: Federal Reserve Bank XBRL: eXtensible Business Reporting Language
FHLB: Federal Home Loan Bank Yield Curve: U.S. Treasury Yield Curve

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands)

June 30<br>2024 December 31<br>2023
ASSETS
Cash and demand deposits due from banks $ 22,690 $ 25,628
Fed Funds sold and interest bearing balances due from banks 869 8,044
Total cash and cash equivalents 23,559 33,672
AFS securities, at fair value 505,646 528,148
FHLB stock 12,762 12,762
Mortgage loans HFS 637 —
Loans 1,381,636 1,349,463
Less allowance for credit losses 13,095 13,108
Net loans 1,368,541 1,336,355
Premises and equipment 27,843 27,639
BOLI policies 34,382 33,892
Goodwill and other intangible assets 48,283 48,284
Other assets 38,486 38,216
Total assets $ 2,060,139 $ 2,058,968
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Demand deposits $ 412,193 $ 428,505
Interest bearing demand deposits 338,329 320,737
Savings 603,328 628,079
Certificates of deposit 368,449 346,374
Total deposits 1,722,299 1,723,695
Federal funds purchased and repurchase agreements 44,194 46,801
FHLB advances 45,000 40,000
Subordinated debt, net of unamortized issuance costs 29,380 29,335
Total borrowed funds 118,574 116,136
Other liabilities 17,017 16,735
Total liabilities 1,857,890 1,856,566
Shareholders’ equity
Common stock — no par value 15,000,000 shares authorized: issued and outstanding 7,474,016 shares in 2024 and 7,485,889 shares in 2023 126,126 127,323
Shares to be issued for deferred compensation obligations 3,951 3,693
Retained earnings 99,808 97,282
Accumulated other comprehensive income (loss) (27,636) (25,896)
Total shareholders’ equity 202,249 202,402
Total liabilities and shareholders' equity $ 2,060,139 $ 2,058,968

See notes to interim condensed consolidated financial statements (unaudited).

Table of Contents

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Dollars in thousands except per share amounts)

Three Months Ended <br> June 30 Six Months Ended <br> June 30
2024 2023 2024 2023
Interest income
Loans $ 18,863 $ 15,931 $ 36,920 $ 30,820
AFS securities 2,804 3,047 5,688 6,267
FHLB stock 158 71 304 135
Federal funds sold and other 263 446 556 868
Total interest income 22,088 19,495 43,468 38,090
Interest expense
Deposits 7,313 4,109 14,476 6,938
Federal funds purchased and repurchase agreements 321 171 642 320
FHLB advances 638 270 1,026 270
Subordinated debt, net of unamortized issuance costs 266 266 532 532
Total interest expense 8,538 4,816 16,676 8,060
Net interest income 13,550 14,679 26,792 30,030
Provision for credit losses 170 196 562 237
Net interest income after provision for credit losses 13,380 14,483 26,230 29,793
Noninterest income
Service charges and fees 2,128 2,047 4,174 4,025
Wealth management fees 1,048 981 1,987 1,767
Earnings on BOLI policies 253 226 496 452
Net gain on sale of mortgage loans 67 56 101 123
Other 112 294 318 530
Total noninterest income 3,608 3,604 7,076 6,897
Noninterest expenses
Compensation and benefits 6,970 6,561 13,985 13,150
Occupancy and equipment 2,619 2,606 5,325 5,208
Other professional services 527 557 1,040 1,092
ATM and debit card fees 487 409 956 809
FDIC insurance premiums 280 233 532 461
Other 2,012 2,173 3,733 4,017
Total noninterest expenses 12,895 12,539 25,571 24,737
Income before income tax expense 4,093 5,548 7,735 11,953
Income tax expense 612 918 1,123 2,002
Net income $ 3,481 $ 4,630 $ 6,612 $ 9,951
Earnings per common share
Basic $ 0.47 $ 0.62 $ 0.88 $ 1.32
Diluted 0.46 0.61 0.88 1.31
Cash dividends per common share 0.28 0.28 0.56 0.56

See notes to interim condensed consolidated financial statements (unaudited).

Table of Contents

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in thousands)

Three Months Ended <br> June 30 Six Months Ended <br> June 30
2024 2023 2024 2023
Net income $ 3,481 $ 4,630 $ 6,612 $ 9,951
Unrealized gains (losses) on AFS securities 703 (7,638) (2,223) 972
Reclassification adjustment for net (gains) losses included in net income — (66) — (67)
Tax effect (1) (149) 1,601 483 (128)
Unrealized gains (losses) on AFS securities, net of tax 554 (6,103) (1,740) 777
Comprehensive income (loss) $ 4,035 $ (1,473) $ 4,872 $ 10,728

(1) See “Note 6 – Capital Ratios and Shareholders' Equity” for tax effect reconciliation.

See notes to interim condensed consolidated financial statements (unaudited).

Table of Contents

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

(Dollars in thousands except per share amounts)

Common Stock
Common Shares<br>Outstanding Amount Common Shares to be<br>Issued for<br>Deferred<br>Compensation<br>Obligations Retained<br>Earnings Accumulated<br>Other<br>Comprehensive<br>Income (Loss) Totals
January 1, 2023 7,559,421 $ 128,651 $ 5,005 $ 89,748 $ (37,194) $ 186,210
Cumulative effect of accounting change - adoption of ASC 326 — — — (2,417) — (2,417)
Comprehensive income (loss) — — — 9,951 777 10,728
Issuance of common stock 37,983 846 — — — 846
Common stock transferred from the Rabbi Trust to satisfy deferred compensation obligations — 38 (38) — — —
Share-based payment awards under the Directors Plan — — 428 — — 428
Share-based compensation expense recognized in earnings under the RSP — 128 — — — 128
Common stock purchased for deferred compensation obligations — (976) — — — (976)
Common stock repurchased (100,578) (2,409) — — — (2,409)
Cash dividends paid ($0.56 per common share) — — — (4,107) — (4,107)
June 30, 2023 7,496,826 $ 126,278 $ 5,395 $ 93,175 $ (36,417) $ 188,431
January 1, 2024 7,485,889 $ 127,323 $ 3,693 $ 97,282 $ (25,896) $ 202,402
Comprehensive income (loss) — — — 6,612 (1,740) 4,872
Issuance of common stock 43,980 840 — — — 840
Issuance of common stock for vested shares under the RSP 16,240 — — — — —
Common stock transferred from the Rabbi Trust to satisfy deferred compensation obligations — 21 (21) — — —
Share-based payment awards under the Directors Plan — — 279 — — 279
Share-based compensation expense recognized in earnings under the RSP — 45 — — — 45
Common stock purchased for deferred compensation obligations — (701) — — — (701)
Common stock repurchased (72,093) (1,402) — — — (1,402)
Cash dividends paid ($0.56 per common share) — — — (4,086) — (4,086)
June 30, 2024 7,474,016 $ 126,126 $ 3,951 $ 99,808 $ (27,636) $ 202,249

See notes to interim condensed consolidated financial statements (unaudited).

Table of Contents

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

Six Months Ended <br> June 30
2024 2023
OPERATING ACTIVITIES
Net income $ 6,612 $ 9,951
Reconciliation of net income to net cash provided by operating activities:
Provision for credit losses 562 237
Depreciation 1,025 994
Net amortization of AFS securities 692 745
Increase in cash value of BOLI policies, net of expenses (490) (445)
Share-based payment awards 324 556
Origination of loans HFS (4,214) (3,719)
Proceeds from loan sales 3,678 3,859
Net changes in:
Other assets 261 2,555
Other liabilities 330 208
Net cash provided by (used in) operating activities 8,780 14,941
INVESTING ACTIVITIES
Proceeds from sales, maturities, calls and prepayments of AFS securities 19,587 56,377
Purchases of AFS securities — (6,166)
Net loan principal (originations) collections (33,078) (70,397)
Proceeds from sales of foreclosed assets 182 279
Purchases of premises and equipment (1,229) (1,824)
Funding of low income housing tax credit investments (3) (612)
Net cash provided by (used in) investing activities (14,541) (22,343)
FINANCING ACTIVITIES
Net increase (decrease) in deposits (1,396) (29,327)
Net increase (decrease) in fed funds purchased and repurchase agreements (2,607) (20,669)
Net increase (decrease) in FHLB advances 5,000 55,000
Cash dividends paid on common stock (4,086) (4,107)
Proceeds from issuance of common stock 840 846
Common stock repurchased (1,402) (2,409)
Common stock purchased for deferred compensation obligations (701) (976)
Net cash provided by (used in) financing activities (4,352) (1,642)
Increase (decrease) in cash and cash equivalents (10,113) (9,044)
Cash and cash equivalents at beginning of period 33,672 38,924
Cash and cash equivalents at end of period $ 23,559 $ 29,880
SUPPLEMENTAL CASH FLOWS INFORMATION:
Interest paid $ 16,651 $ 7,715
Income taxes paid 800 1,400
SUPPLEMENTAL NONCASH INFORMATION:
Investment in low income housing tax credits — 5,000
Transfers of loans to foreclosed assets 330 170

See notes to interim condensed consolidated financial statements (unaudited).

Table of Contents

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollars in thousands except per share amounts)

Note 1 – Basis of Presentation

As used in these notes, as well as in Management's Discussion and Analysis of Financial Condition and Results of Operations, references to “the Corporation”, “Isabella”, “we”, “our”, “us”, and similar terms refer to the consolidated entity consisting of Isabella Bank Corporation and its subsidiary. References to Isabella Bank or “the Bank” refers to Isabella Bank Corporation’s subsidiary, Isabella Bank.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six-month periods ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. For further information, refer to our Annual Report on Form 10-K for the year ended December 31, 2023.

Certain amounts reported in the interim 2023 consolidated financial statements have been reclassified to conform with the 2024 presentation. Our accounting policies are materially the same as those discussed in Note 1 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Note 2 – AFS Securities

The amortized cost and fair value of AFS securities, with gross unrealized gains and losses, are as follows at:

June 30, 2024
Amortized<br>Cost Gross<br>Unrealized<br>Gains Gross<br>Unrealized<br>Losses Fair<br>Value
U.S. Treasury $ 231,012 $ — $ 15,679 $ 215,333
States and political subdivisions 86,789 464 4,202 83,051
Auction rate money market preferred 3,200 — 192 3,008
Mortgage-backed securities 32,120 — 2,579 29,541
Collateralized mortgage obligations 178,424 — 10,715 167,709
Corporate 8,150 — 1,146 7,004
Total $ 539,695 $ 464 $ 34,513 $ 505,646
December 31, 2023
--- --- --- --- --- --- --- --- ---
Amortized<br>Cost Gross<br>Unrealized<br>Gains Gross<br>Unrealized<br>Losses Fair<br>Value
U.S. Treasury $ 231,218 $ — $ 16,417 $ 214,801
States and political subdivisions 94,837 1,032 2,993 92,876
Auction rate money market preferred 3,200 — 269 2,931
Mortgage-backed securities 35,321 — 2,506 32,815
Collateralized mortgage obligations 187,248 — 9,473 177,775
Corporate 8,150 — 1,200 6,950
Total $ 559,974 $ 1,032 $ 32,858 $ 528,148

Table of Contents

The amortized cost and fair value of AFS securities by contractual maturity at June 30, 2024 are as follows:

Maturing Securities with Variable Monthly Payments or Noncontractual Maturities
Due in<br>One Year<br>or Less After One<br>Year But<br>Within<br>Five Years After Five<br>Years But<br>Within<br>Ten Years After<br>Ten Years Total
U.S. Treasury $ 19,922 $ 211,090 $ — $ — $ — $ 231,012
States and political subdivisions 15,613 24,254 18,442 28,480 — 86,789
Auction rate money market preferred — — — — 3,200 3,200
Mortgage-backed securities — — — — 32,120 32,120
Collateralized mortgage obligations — — — — 178,424 178,424
Corporate — — 8,150 — — 8,150
Total amortized cost $ 35,535 $ 235,344 $ 26,592 $ 28,480 $ 213,744 $ 539,695
Fair value $ 35,351 $ 219,602 $ 24,268 $ 26,167 $ 200,258 $ 505,646

Expected maturities for government sponsored enterprises and states and political subdivisions may differ from contractual maturities because issuers may have the right to call or prepay obligations.

As the auction rate money market preferred investments have continual call dates, they are not reported by a specific maturity group. Because of their variable monthly payments, mortgage-backed securities and collateralized mortgage obligations are not reported by a specific maturity group.

A summary of the sales activity of AFS securities is as follows for the:

Three Months Ended <br> June 30 Six Months Ended <br> June 30
2024 2023 2024 2023
Proceeds from sales of AFS securities $ — $ 13,944 $ — $ 18,089
Realized gains (losses) — 66 — 67
Applicable income tax expense (benefit) — 14 — 14

Table of Contents

The information in the following tables pertains to AFS securities with gross unrealized losses at June 30, 2024 and December 31, 2023, aggregated by investment category and length of time that individual securities have been in a continuous loss position.

June 30, 2024
Less Than Twelve Months Twelve Months or More
Gross<br>Unrealized<br>Losses Fair<br>Value Gross<br>Unrealized<br>Losses Fair<br>Value Total<br>Unrealized<br>Losses
U.S. Treasury $ — $ — $ 15,679 $ 215,333 $ 15,679
States and political subdivisions 379 26,922 3,823 40,571 4,202
Auction rate money market preferred — — 192 3,008 192
Mortgage-backed securities — — 2,579 29,541 2,579
Collateralized mortgage obligations — — 10,715 167,709 10,715
Corporate — — 1,146 7,004 1,146
Total $ 379 $ 26,922 $ 34,134 $ 463,166 $ 34,513
Number of securities in an unrealized loss position: 210 198 408
December 31, 2023
--- --- --- --- --- --- --- --- --- --- ---
Less Than Twelve Months Twelve Months or More
Gross<br>Unrealized<br>Losses Fair<br>Value Gross<br>Unrealized<br>Losses Fair<br>Value Total<br>Unrealized<br>Losses
U.S. Treasury $ — $ — $ 16,417 $ 214,801 $ 16,417
States and political subdivisions 42 7,172 2,951 37,011 2,993
Auction rate money market preferred — — 269 2,931 269
Mortgage-backed securities 1 10 2,505 32,805 2,506
Collateralized mortgage obligations 116 4,554 9,357 173,221 9,473
Corporate — — 1,200 6,950 1,200
Total $ 159 $ 11,736 $ 32,699 $ 467,719 $ 32,858
Number of securities in an unrealized loss position: 22 186 208

The unrealized loss on our AFS securities portfolio resulted from the increase in short-term and intermediate-term interest rates.

As of June 30, 2024, no allowance for credit losses has been recognized on AFS securities in an unrealized loss position, as management does not believe any of the securities are impaired due to reasons of credit quality. This is based on our analysis of the underlying risk characteristics, including credit ratings, and other qualitative factors related to our AFS securities and consideration of our historical credit loss experience and internal forecasts. The issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities. Furthermore, management does not intend to sell any of the securities classified as AFS in the table above, and believes it is more likely than not that we will not have to sell any such securities before a recovery of cost. The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the securities approach their respective maturity date or repricing date, or if the market yields for such investments decline.

Table of Contents

Note 3 – Loans and ACL

Loan Composition

The following table provides a detailed listing of our loan portfolio at:

June 30, 2024 December 31, 2023
Balance Percent of Total Balance Percent of Total
Commercial and industrial
Secured $ 206,784 14.97 % $ 189,186 14.02 %
Unsecured 31,461 2.28 % 20,552 1.52 %
Total commercial and industrial 238,245 17.25 % 209,738 15.54 %
Commercial real estate
Commercial mortgage owner occupied 176,234 12.76 % 180,636 13.39 %
Commercial mortgage non-owner occupied 207,853 15.04 % 216,292 16.03 %
Commercial mortgage 1-4 family investor 91,789 6.64 % 89,208 6.61 %
Commercial mortgage multifamily 71,129 5.15 % 78,108 5.79 %
Total commercial real estate 547,005 39.59 % 564,244 41.82 %
Advances to mortgage brokers 39,300 2.84 % 18,541 1.37 %
Agricultural
Agricultural mortgage 67,168 4.87 % 69,044 5.12 %
Agricultural other 27,828 2.01 % 30,950 2.29 %
Total agricultural 94,996 6.88 % 99,994 7.41 %
Residential real estate
Senior lien 319,859 23.15 % 313,459 23.23 %
Junior lien 7,521 0.54 % 5,945 0.44 %
Home equity lines of credit 37,808 2.74 % 37,014 2.74 %
Total residential real estate 365,188 26.43 % 356,418 26.41 %
Consumer
Secured - direct 37,579 2.72 % 37,948 2.81 %
Secured - indirect 56,036 4.05 % 59,324 4.40 %
Unsecured 3,287 0.24 % 3,256 0.24 %
Total consumer 96,902 7.01 % 100,528 7.45 %
Total $ 1,381,636 100.00 % $ 1,349,463 100.00 %

We grant commercial, agricultural, residential real estate, and consumer loans to customers primarily in Bay, Clare, Gratiot, Isabella, Mecosta, Midland, Montcalm, and Saginaw counties in Michigan. The ability of borrowers to honor their repayment obligations is often dependent upon the real estate, agricultural, manufacturing, retail, gaming, tourism, health care, higher education, and general economic conditions of this region. Substantially all of our consumer and residential real estate loans are secured by various items of property, while commercial loans are secured primarily by real estate, business assets, and personal guarantees. A portion of loans are unsecured.

Loans that we have the intent and ability to hold in our portfolio are reported at their outstanding principal balance adjusted for any charge-offs, the ACL, and deferred fees or costs. Unless a loan has a nonaccrual status, interest income is accrued over the term of the loan based on the principal amount outstanding. Loan origination fees and certain direct loan origination costs are capitalized and recognized as a component of interest income over the term of the loan using the appropriate amortization method.

Table of Contents

Commercial and agricultural loans include loans for commercial real estate, commercial operating loans, advances to mortgage brokers, farmland and agricultural production, and loans to states and political subdivisions. Repayment of these loans is dependent upon the successful operation and management of a business. We minimize our risk by limiting the amount of direct credit exposure to any one borrower to $18,000. Borrowers with direct credit needs of more than $18,000 may be serviced through the use of loan participations with other commercial banks. Commercial and agricultural real estate loans commonly require loan-to-value limits of 80% or less. Depending upon the type of loan, past credit history, and current operating results, we may require the borrower to pledge accounts receivable, inventory, property, or equipment. Government agency guarantee may be required. Personal guarantees and/or life insurance beneficiary assignments are generally required from the owners of closely held corporations, partnerships, and sole proprietorships. In addition, we may require annual financial statements, prepare cash flow analyses, and review credit reports.

We offer adjustable rate mortgages, construction loans, and fixed rate residential real estate loans which have amortization periods up to a maximum of 30 years. We consider the anticipated direction of interest rates, balance sheet duration, the sensitivity of our balance sheet to changes in interest rates, our liquidity needs, and overall loan demand to determine whether or not to sell fixed rate loans to Freddie Mac.

Our lending policies generally limit the maximum loan-to-value ratio on residential real estate loans to 100% of the lower of the appraised value of the property or the purchase price. Private mortgage insurance is typically required on loans with loan-to-value ratios in excess of 80% unless the loan qualifies for government guarantees.

Underwriting criteria for originated residential real estate loans generally include:

•Evaluation of the borrower’s ability to make monthly payments.

•Evaluation of the value of the property securing the loan.

•Ensuring the payment of principal, interest, taxes, and hazard insurance generally does not exceed 28% of a borrower’s gross income.

•Ensuring all debt servicing does not exceed 40% of income.

•Verification of acceptable credit reports.

•Verification of employment, income, and financial information.

Appraisals are performed by independent appraisers and are reviewed for appropriateness. Generally, mortgage loan requests are reviewed by our mortgage loan committee or through a secondary market underwriting system; loans in excess of $1,000 require the approval of one or more of the following committees: Internal Loan Committee, the Executive Loan Committee, or the Board of Directors.

Consumer loans include secured and unsecured personal loans. Loans are amortized for a period of up to 15 years based on the age and value of the underlying collateral. The underwriting emphasis is on a borrower’s perceived intent and ability to pay rather than collateral value. No consumer loans are sold to the secondary market.

Nonaccrual and Past Due Loans

The accrual of interest on commercial and agricultural loans, as well as residential real estate loans, is discontinued at the time a loan is 90 days or more past due unless the credit is well-secured and in the process of short-term collection. Upon transferring a loan to nonaccrual status, we perform an evaluation to determine the net realizable value of the underlying collateral. This evaluation is used to help determine if a charge-off is necessary. Consumer loans are typically charged-off no later than 180 days past due. Past due status is based on the contractual term of the loan. In all cases, a loan is placed in nonaccrual status at an earlier date if collection of principal or interest is considered doubtful.

When a loan is placed in nonaccrual status, all interest accrued in the current calendar year, but not collected, is reversed against interest income while interest accrued in prior calendar years, but not collected, is charged against the ACL. Loans may be returned to accrual status after six months of continuous performance and achievement of current payment status.

Table of Contents

The following table summarizes nonaccrual loan data by class of loans as of:

June 30, 2024 December 31, 2023
Total Nonaccrual Loans Nonaccrual Loans with No ACL Total Nonaccrual Loans Nonaccrual Loans with No ACL
Commercial and industrial
Secured $ 271 $ 180 $ 491 $ 435
Agricultural
Agricultural mortgage — — 38 38
Agricultural other 167 167 167 167
Residential real estate
Senior lien 556 510 286 286
Total $ 994 $ 857 $ 982 $ 926

The following tables summarize the past due and current loans for the entire loan portfolio as of:

June 30, 2024
Past Due: Accruing Loans 90 or More Days Past Due
30-59<br>Days 60-89<br>Days 90 Days<br>or More Current Total
Commercial and industrial
Secured $ 83 $ 157 $ 115 $ 206,429 $ 206,784 $ —
Unsecured 435 — — 31,026 31,461 —
Total commercial and industrial 518 157 115 237,455 238,245 —
Commercial real estate
Commercial mortgage owner occupied 304 — — 175,930 176,234 —
Commercial mortgage non-owner occupied 143 — — 207,710 207,853 —
Commercial mortgage 1-4 family investor — — — 91,789 91,789 —
Commercial mortgage multifamily — — — 71,129 71,129 —
Total commercial real estate 447 — — 546,558 547,005 —
Advances to mortgage brokers — — — 39,300 39,300 —
Agricultural
Agricultural mortgage — — — 67,168 67,168 —
Agricultural other — — — 27,828 27,828 —
Total agricultural — — — 94,996 94,996 —
Residential real estate
Senior lien 136 139 404 319,180 319,859 15
Junior lien — 20 — 7,501 7,521 —
Home equity lines of credit — — — 37,808 37,808 —
Total residential real estate 136 159 404 364,489 365,188 15
Consumer
Secured - direct 19 5 — 37,555 37,579 —
Secured - indirect 192 — — 55,844 56,036 —
Unsecured 7 — — 3,280 3,287 —
Total consumer 218 5 — 96,679 96,902 —
Total $ 1,319 $ 321 $ 519 $ 1,379,477 $ 1,381,636 $ 15

Table of Contents

December 31, 2023
Past Due: Accruing Loans 90 or More Days Past Due
30-59<br>Days 60-89<br>Days 90 Days<br>or More Current Total
Commercial and industrial
Secured $ 165 $ 290 $ 201 $ 188,530 $ 189,186 $ —
Unsecured — — — 20,552 20,552 —
Total commercial and industrial 165 290 201 209,082 209,738 —
Commercial real estate
Commercial mortgage owner occupied — — — 180,636 180,636 —
Commercial mortgage non-owner occupied — — — 216,292 216,292 —
Commercial mortgage 1-4 family investor — — — 89,208 89,208 —
Commercial mortgage multifamily — — — 78,108 78,108 —
Total commercial real estate — — — 564,244 564,244 —
Advances to mortgage brokers — — — 18,541 18,541 —
Agricultural
Agricultural mortgage — — — 69,044 69,044 —
Agricultural other — — — 30,950 30,950 —
Total agricultural — — — 99,994 99,994 —
Residential real estate
Senior lien 3,188 349 201 309,721 313,459 87
Junior lien — — — 5,945 5,945 —
Home equity lines of credit — — — 37,014 37,014 —
Total residential real estate 3,188 349 201 352,680 356,418 87
Consumer
Secured - direct 3 — — 37,945 37,948 —
Secured - indirect 181 — — 59,143 59,324 —
Unsecured 9 — — 3,247 3,256 —
Total consumer 193 — — 100,335 100,528 —
Total $ 3,546 $ 639 $ 402 $ 1,344,876 $ 1,349,463 $ 87

Table of Contents

Credit Quality Indicators

The following tables display commercial and agricultural loans by credit risk ratings and year of origination as of:

June 30, 2024
2024 2023 2022 2021 2020 Prior Revolving<br>Loans Revolving Loans Converted to Term Total
Commercial and industrial: Secured
Risk ratings 1-3 $ 4,485 $ 18,766 $ 4,279 $ 5,478 $ 5,705 $ 581 $ 8,354 $ — $ 47,648
Risk rating 4 20,793 39,115 31,128 18,014 3,171 3,525 29,229 — 144,975
Risk rating 5 3,728 264 385 198 68 84 3,535 — 8,262
Risk rating 6 25 — 2,125 — 180 84 3,214 — 5,628
Risk rating 7 — 115 — — 156 — — — 271
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 29,031 $ 58,260 $ 37,917 $ 23,690 $ 9,280 $ 4,274 $ 44,332 $ — $ 206,784
Current year-to-date gross charge-offs $ — $ 277 $ 33 $ — $ 17 $ — $ — $ — $ 327
Commercial and industrial: Unsecured
Risk ratings 1-3 $ 350 $ 1,850 $ 203 $ 99 $ 48 $ 652 $ 10,462 $ — $ 13,664
Risk rating 4 1,863 3,754 2,530 447 423 — 8,735 — 17,752
Risk rating 5 — — — — — — 45 — 45
Risk rating 6 — — — — — — — — —
Risk rating 7 — — — — — — — — —
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 2,213 $ 5,604 $ 2,733 $ 546 $ 471 $ 652 $ 19,242 $ — $ 31,461
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ 8 $ 1 $ — $ 9
Commercial real estate: Owner occupied
Risk ratings 1-3 $ 485 $ 3,723 $ 1,625 $ 12,316 $ 13,874 $ 4,129 $ — $ — $ 36,152
Risk rating 4 8,217 11,906 31,934 37,905 12,163 30,156 1,647 — 133,928
Risk rating 5 199 612 914 193 683 990 372 — 3,963
Risk rating 6 — 823 — 846 — 522 — — 2,191
Risk rating 7 — — — — — — — — —
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 8,901 $ 17,064 $ 34,473 $ 51,260 $ 26,720 $ 35,797 $ 2,019 $ — $ 176,234
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial real estate: Non-owner occupied
Risk ratings 1-3 $ 336 $ 60 $ 4,573 $ 6,363 $ 645 $ 1,860 $ — $ — $ 13,837
Risk rating 4 2,584 31,218 63,152 36,785 10,906 38,463 492 — 183,600
Risk rating 5 — — 225 5,738 — 3,383 — — 9,346
Risk rating 6 — 1,018 — — 52 — — — 1,070
Risk rating 7 — — — — — — — — —
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 2,920 $ 32,296 $ 67,950 $ 48,886 $ 11,603 $ 43,706 $ 492 $ — $ 207,853
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Table of Contents

June 30, 2024
2024 2023 2022 2021 2020 Prior Revolving<br>Loans Revolving Loans Converted to Term Total
Commercial real estate: 1-4 family investor
Risk ratings 1-3 $ 372 $ 283 $ 1,154 $ 932 $ 668 $ 1,116 $ 1,367 $ — $ 5,892
Risk rating 4 5,608 13,056 10,989 29,603 14,656 4,337 6,425 — 84,674
Risk rating 5 — 149 347 74 — 53 — — 623
Risk rating 6 — 546 — — — 54 — — 600
Risk rating 7 — — — — — — — — —
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 5,980 $ 14,034 $ 12,490 $ 30,609 $ 15,324 $ 5,560 $ 7,792 $ — $ 91,789
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial real estate: Multifamily
Risk ratings 1-3 $ — $ 3,856 $ 4,495 $ 1,983 $ 557 $ 1,445 $ — $ — $ 12,336
Risk rating 4 119 2,539 19,184 10,910 790 21,381 562 — 55,485
Risk rating 5 — — — — — — — — —
Risk rating 6 — — — 25 — 3,283 — — 3,308
Risk rating 7 — — — — — — — — —
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 119 $ 6,395 $ 23,679 $ 12,918 $ 1,347 $ 26,109 $ 562 $ — $ 71,129
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Advances to mortgage brokers
Risk ratings 1-3 $ 39,300 $ — $ — $ — $ — $ — $ — $ — $ 39,300
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Agricultural mortgage
Risk ratings 1-3 $ — $ 102 $ 2,739 $ 1,109 $ 2,586 $ 1,317 $ 4 $ — $ 7,857
Risk rating 4 2,034 4,797 11,239 8,639 6,070 9,527 1,343 — 43,649
Risk rating 5 — 1,346 5,292 5,651 298 1,133 820 — 14,540
Risk rating 6 — — — — — 1,122 — — 1,122
Risk rating 7 — — — — — — — — —
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 2,034 $ 6,245 $ 19,270 $ 15,399 $ 8,954 $ 13,099 $ 2,167 $ — $ 67,168
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Agricultural other
Risk ratings 1-3 $ 406 $ 523 $ 62 $ 110 $ 5 $ 311 $ 1,813 $ — $ 3,230
Risk rating 4 1,232 1,455 2,163 2,059 532 75 11,315 — 18,831
Risk rating 5 1,620 47 5 36 499 480 1,843 — 4,530
Risk rating 6 — 472 — 90 — — 508 — 1,070
Risk rating 7 — — — — — — 167 — 167
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 3,258 $ 2,497 $ 2,230 $ 2,295 $ 1,036 $ 866 $ 15,646 $ — $ 27,828
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Table of Contents

December 31, 2023
2023 2022 2021 2020 2019 Prior Revolving<br>Loans Revolving Loans Converted to Term Total
Commercial and industrial: Secured
Risk ratings 1-3 $ 15,061 $ 4,324 $ 6,188 $ 6,666 $ 422 $ 449 $ 12,305 $ — $ 45,415
Risk rating 4 38,680 35,245 22,065 4,523 2,469 1,762 29,826 — 134,570
Risk rating 5 391 2,634 233 305 111 101 1,994 — 5,769
Risk rating 6 — — 4 207 6 128 2,596 — 2,941
Risk rating 7 465 — — 24 2 — — — 491
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 54,597 $ 42,203 $ 28,490 $ 11,725 $ 3,010 $ 2,440 $ 46,721 $ — $ 189,186
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial and industrial: Unsecured
Risk ratings 1-3 $ 2,200 $ 259 $ 129 $ 71 $ 96 $ 707 $ 1,663 $ — $ 5,125
Risk rating 4 3,988 3,117 517 470 — — 7,274 — 15,366
Risk rating 5 — 31 — — — — 30 — 61
Risk rating 6 — — — — — — — — —
Risk rating 7 — — — — — — — — —
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 6,188 $ 3,407 $ 646 $ 541 $ 96 $ 707 $ 8,967 $ — $ 20,552
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial real estate: Owner occupied
Risk ratings 1-3 $ 3,592 $ 1,712 $ 12,655 $ 14,228 $ 761 $ 3,313 $ 211 $ — $ 36,472
Risk rating 4 12,148 33,392 39,406 14,086 13,384 19,942 1,506 — 133,864
Risk rating 5 1,460 727 195 220 3,829 1,761 464 — 8,656
Risk rating 6 — — 870 234 — 540 — — 1,644
Risk rating 7 — — — — — — — — —
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 17,200 $ 35,831 $ 53,126 $ 28,768 $ 17,974 $ 25,556 $ 2,181 $ — $ 180,636
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial real estate: Non-owner occupied
Risk ratings 1-3 $ 67 $ 4,383 $ 6,496 $ 827 $ 172 $ 1,766 $ — $ — $ 13,711
Risk rating 4 37,906 62,979 37,583 11,534 7,589 32,941 1,650 — 192,182
Risk rating 5 — — 5,838 — — 3,478 — — 9,316
Risk rating 6 1,029 — — 54 — — — — 1,083
Risk rating 7 — — — — — — — — —
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 39,002 $ 67,362 $ 49,917 $ 12,415 $ 7,761 $ 38,185 $ 1,650 $ — $ 216,292
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Table of Contents

December 31, 2023
2023 2022 2021 2020 2019 Prior Revolving<br>Loans Revolving Loans Converted to Term Total
Commercial real estate: 1-4 family investor
Risk ratings 1-3 $ 286 $ 1,445 $ 864 $ 905 $ 666 $ 887 $ 1,352 $ — $ 6,405
Risk rating 4 13,492 11,641 30,604 15,124 3,036 3,111 4,538 — 81,546
Risk rating 5 152 354 77 — 55 — — — 638
Risk rating 6 555 — — — 59 5 — — 619
Risk rating 7 — — — — — — — — —
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 14,485 $ 13,440 $ 31,545 $ 16,029 $ 3,816 $ 4,003 $ 5,890 $ — $ 89,208
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Commercial real estate: Multifamily
Risk ratings 1-3 $ 4,509 $ 4,682 $ 2,053 $ 568 $ — $ 1,515 $ — $ — $ 13,327
Risk rating 4 2,792 19,465 15,981 813 549 21,263 554 — 61,417
Risk rating 5 — — — 4 — — — — 4
Risk rating 6 — — 32 — — 3,328 — — 3,360
Risk rating 7 — — — — — — — — —
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 7,301 $ 24,147 $ 18,066 $ 1,385 $ 549 $ 26,106 $ 554 $ — $ 78,108
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Advances to mortgage brokers
Risk ratings 1-3 $ 18,541 $ — $ — $ — $ — $ — $ — $ — $ 18,541
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Agricultural mortgage
Risk ratings 1-3 $ 292 $ 2,834 $ 1,241 $ 2,786 $ 604 $ 964 $ 94 $ — $ 8,815
Risk rating 4 5,622 12,903 8,970 5,940 3,926 7,883 566 — 45,810
Risk rating 5 126 4,098 5,886 689 175 60 756 — 11,790
Risk rating 6 842 — — — — 1,749 — — 2,591
Risk rating 7 — — — — — 38 — — 38
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 6,882 $ 19,835 $ 16,097 $ 9,415 $ 4,705 $ 10,694 $ 1,416 $ — $ 69,044
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ 4 $ — $ — $ 4
Agricultural other
Risk ratings 1-3 $ 801 $ 81 $ 121 $ 38 $ 183 $ 141 $ 2,659 $ — $ 4,024
Risk rating 4 1,830 2,481 2,280 619 146 75 14,405 — 21,836
Risk rating 5 753 8 163 507 — 480 2,731 — 4,642
Risk rating 6 — — 32 — — — 249 — 281
Risk rating 7 — — — — — — 167 — 167
Risk rating 8 — — — — — — — — —
Risk rating 9 — — — — — — — — —
Total $ 3,384 $ 2,570 $ 2,596 $ 1,164 $ 329 $ 696 $ 20,211 $ — $ 30,950
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Table of Contents

Internally assigned credit risk ratings are reviewed, at a minimum, when loans are renewed or when management has knowledge of improvements or deterioration of the credit quality of individual credits. Descriptions of the internally assigned credit risk ratings for commercial and agricultural loans are as follows:

  1. EXCELLENT – Substantially Risk Free

Credit has strong financial condition and solid earnings history, characterized by:

•High liquidity, strong cash flow, low leverage.

•Unquestioned ability to meet all obligations when due.

•Experienced management, with management succession in place.

•Secured by cash.

  1. HIGH QUALITY – Limited Risk

Credit with sound financial condition and a positive trend in earnings supplemented by:

•Favorable liquidity and leverage ratios.

•Ability to meet all obligations when due.

•Management with successful track record.

•Steady and satisfactory earnings history.

•If loan is secured, collateral is of high quality and readily marketable.

•Access to alternative financing.

•Well defined primary and secondary source of repayment.

•If supported by guaranty, the financial strength and liquidity of the guarantor(s) are clearly evident.

  1. HIGH SATISFACTORY – Reasonable Risk

Credit with satisfactory financial condition and further characterized by:

•Working capital adequate to support operations.

•Cash flow sufficient to pay debts as scheduled.

•Management experience and depth appear favorable.

•Loan performing according to terms.

•If loan is secured, collateral is acceptable, and loan is fully protected.

  1. SATISFACTORY – Acceptable Risk

Credit with bankable risks, although some signs of weaknesses are shown:

•Would include most start-up businesses.

•Occasional instances of trade slowness or repayment delinquency – may have been 10-30 days slow within the past year.

•Management’s abilities are apparent yet unproven.

•Weakness in primary source of repayment with adequate secondary source of repayment.

•Loan structure generally in accordance with policy.

•If secured, loan collateral coverage is marginal.

Table of Contents

To be classified as less than satisfactory, only one of the following criteria must be met.

  1. SPECIAL MENTION – Criticized

Credit constitutes an undue and unwarranted credit risk but not to the point of justifying a classification of substandard. The credit risk may be relatively minor yet constitutes an unwarranted risk in light of the circumstances surrounding a specific loan:

•Downward trend in sales, profit levels, and margins.

•Impaired working capital position.

•Cash flow is strained in order to meet debt repayment.

•Loan delinquency (30-60 days) and overdrafts may occur.

•Shrinking equity cushion.

•Diminishing primary source of repayment and questionable secondary source.

•Management abilities are questionable.

•Weak industry conditions.

•Litigation pending against the borrower.

•Loan may need to be restructured to improve collateral position or reduce payments.

•Collateral or guaranty offers limited protection.

•Negative debt service coverage, however, the credit is well collateralized, and payments are current.

  1. SUBSTANDARD – Classified

Credit is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged. There is a distinct possibility we will implement collection procedures if the loan deficiencies are not corrected. Any commercial loan placed in nonaccrual status will be rated “7” or worse. In addition, the following characteristics may apply:

•Sustained losses have severely eroded the equity and cash flow.

•Deteriorating liquidity.

•Serious management problems or internal fraud.

•Original repayment terms liberalized.

•Likelihood of bankruptcy.

•Inability to access other funding sources.

•Reliance on secondary source of repayment.

•Litigation filed against borrower.

•Interest non-accrual may be warranted.

•Collateral provides little or no value.

•Requires excessive attention of the loan officer.

•Borrower is uncooperative with loan officer.

  1. VULNERABLE – Classified

Credit is considered “Substandard” and warrants placing in nonaccrual status. Risk of loss is being evaluated and exit strategy options are under review. Other characteristics that may apply:

•Insufficient cash flow to service debt.

•Minimal or no payments being received.

•Limited options available to avoid the collection process.

•Transition status, expect action will take place to collect loan without immediate progress being made.

Table of Contents

  1. DOUBTFUL – Workout

Credit has all the weaknesses inherent in a “Substandard” loan with the added characteristic that collection and/or liquidation is pending. The possibility of a loss is extremely high, but its classification as a loss is deferred until liquidation procedures are completed, or reasonably estimable. Other characteristics that may apply:

•Normal operations are severely diminished or have ceased.

•Seriously impaired cash flow.

•Original repayment terms materially altered.

•Secondary source of repayment is inadequate.

•Survivability as a “going concern” is impossible.

•Collection process has begun.

•Bankruptcy petition has been filed.

•Judgments have been filed.

•Portion of the loan balance has been charged-off.

  1. LOSS – Charge-off

Credit is considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification is for charged-off loans but does not mean that the asset has absolutely no recovery or salvage value. These loans are further characterized by:

•Liquidation or reorganization under bankruptcy, with poor prospects of collection.

•Fraudulently overstated assets and/or earnings.

•Collateral has marginal or no value.

•Debtor cannot be located.

•Over 120 days delinquent.

Table of Contents

Our primary credit quality indicator for residential real estate and consumer loans is the individual loan’s past due status. The following tables display residential real estate and consumer loans by payment status and year of origination as of:

June 30, 2024
2024 2023 2022 2021 2020 Prior Revolving<br>Loans Revolving Loans Converted to Term Total
Residential real estate: Senior lien
Current $ 22,658 $ 44,372 $ 51,695 $ 77,899 $ 50,559 $ 71,830 $ — $ — $ 319,013
Past due 30-89 days — 58 — — — 217 — — 275
Past due 90 or more days — — — — — 15 — — 15
Nonaccrual — 145 123 165 29 94 — — 556
Total $ 22,658 $ 44,575 $ 51,818 $ 78,064 $ 50,588 $ 72,156 $ — $ — $ 319,859
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ 10 $ — $ — $ 10
Residential real estate: Junior lien
Current $ 2,221 $ 3,548 $ 1,040 $ 106 $ 101 $ 485 $ — $ — $ 7,501
Past due 30-89 days — — — 20 — — — — 20
Past due 90 or more days — — — — — — — — —
Nonaccrual — — — — — — — — —
Total $ 2,221 $ 3,548 $ 1,040 $ 126 $ 101 $ 485 $ — $ — $ 7,521
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Residential real estate: Home equity lines of credit
Current $ — $ — $ — $ — $ — $ — $ 37,808 $ — $ 37,808
Past due 30-89 days — — — — — — — — —
Past due 90 or more days — — — — — — — — —
Nonaccrual — — — — — — — — —
Total $ — $ — $ — $ — $ — $ — $ 37,808 $ — $ 37,808
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Consumer: Secured - direct
Current $ 7,470 $ 11,562 $ 8,188 $ 5,118 $ 2,737 $ 2,480 $ — $ — $ 37,555
Past due 30-89 days — — 18 — — 6 — — 24
Past due 90 or more days — — — — — — — — —
Nonaccrual — — — — — — — — —
Total $ 7,470 $ 11,562 $ 8,206 $ 5,118 $ 2,737 $ 2,486 $ — $ — $ 37,579
Current year-to-date gross charge-offs $ — $ 63 $ — $ — $ 27 $ 2 $ — $ — $ 92
Consumer: Secured - indirect
Current $ 5,364 $ 26,649 $ 9,342 $ 5,852 $ 4,723 $ 3,914 $ — $ — $ 55,844
Past due 30-89 days 55 62 25 44 — 6 — — 192
Past due 90 or more days — — — — — — — — —
Nonaccrual — — — — — — — — —
Total $ 5,419 $ 26,711 $ 9,367 $ 5,896 $ 4,723 $ 3,920 $ — $ — $ 56,036
Current year-to-date gross charge-offs $ — $ 24 $ — $ — $ — $ — $ — $ — $ 24

Table of Contents

June 30, 2024
2024 2023 2022 2021 2020 Prior Revolving<br>Loans Revolving Loans Converted to Term Total
Consumer: Unsecured
Current $ 904 $ 1,045 $ 433 $ 51 $ 39 $ 1 $ 807 $ — $ 3,280
Past due 30-89 days — 5 — 1 — — 1 — 7
Past due 90 or more days — — — — — — — — —
Nonaccrual — — — — — — — — —
Total $ 904 $ 1,050 $ 433 $ 52 $ 39 $ 1 $ 808 $ — $ 3,287
Current year-to-date gross charge-offs $ 223 $ 11 $ 21 $ — $ — $ 1 $ — $ — $ 256 December 31, 2023
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 2021 2020 2019 Prior Revolving<br>Loans Revolving Loans Converted to Term Total
Residential real estate: Senior lien
Current $ 45,878 $ 52,989 $ 80,122 $ 52,648 $ 23,356 $ 54,556 $ — $ — $ 309,549
Past due 30-89 days — 784 714 123 478 1,438 — — 3,537
Past due 90 or more days — — — — — 87 — — 87
Nonaccrual 48 — — 31 — 207 — — 286
Total $ 45,926 $ 53,773 $ 80,836 $ 52,802 $ 23,834 $ 56,288 $ — $ — $ 313,459
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ 2 $ — $ — $ 2
Residential real estate: Junior lien
Current $ 3,706 $ 1,325 $ 168 $ 134 $ 167 $ 445 $ — $ — $ 5,945
Past due 30-89 days — — — — — — — — —
Past due 90 or more days — — — — — — — — —
Nonaccrual — — — — — — — — —
Total $ 3,706 $ 1,325 $ 168 $ 134 $ 167 $ 445 $ — $ — $ 5,945
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Residential real estate: Home equity lines of credit
Current $ — $ — $ — $ — $ — $ — $ 37,014 $ — $ 37,014
Past due 30-89 days — — — — — — — — —
Past due 90 or more days — — — — — — — — —
Nonaccrual — — — — — — — — —
Total $ — $ — $ — $ — $ — $ — $ 37,014 $ — $ 37,014
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Consumer: Secured - direct
Current $ 14,813 $ 10,037 $ 6,468 $ 3,473 $ 1,682 $ 1,472 $ — $ — $ 37,945
Past due 30-89 days — — — 3 — — — — 3
Past due 90 or more days — — — — — — — — —
Nonaccrual — — — — — — — — —
Total $ 14,813 $ 10,037 $ 6,468 $ 3,476 $ 1,682 $ 1,472 $ — $ — $ 37,948
Current year-to-date gross charge-offs $ — $ — $ 5 $ — $ — $ — $ — $ — $ 5

Table of Contents

December 31, 2023
2023 2022 2021 2020 2019 Prior Revolving<br>Loans Revolving Loans Converted to Term Total
Consumer: Secured - indirect
Current $ 30,900 $ 10,977 $ 6,887 $ 5,376 $ 2,030 $ 2,973 $ — $ — $ 59,143
Past due 30-89 days 123 — — 30 3 25 — — 181
Past due 90 or more days — — — — — — — — —
Nonaccrual — — — — — — — — —
Total $ 31,023 $ 10,977 $ 6,887 $ 5,406 $ 2,033 $ 2,998 $ — $ — $ 59,324
Current year-to-date gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Consumer: Unsecured
Current $ 1,576 $ 740 $ 144 $ 86 $ 7 $ — $ 694 $ — $ 3,247
Past due 30-89 days — 9 — — — — — — 9
Past due 90 or more days — — — — — — — — —
Nonaccrual — — — — — — — — —
Total $ 1,576 $ 749 $ 144 $ 86 $ 7 $ — $ 694 $ — $ 3,256
Current year-to-date gross charge-offs $ 172 $ — $ 6 $ — $ — $ 4 $ — $ — $ 182

Loan Modifications

A loan modification includes terms outside of normal lending practices to a borrower experiencing financial difficulty.

Typical modifications granted include, but are not limited to:

•Agreeing to interest rates below prevailing market rates for debt with similar risk characteristics.

•Extending the maturity date or amortization period beyond typical lending guidelines for loans with similar risk characteristics.

•Agreeing to an interest-only payment structure, delaying principal payments, or delaying payments.

•Forgiving principal.

To determine if a borrower is experiencing financial difficulty, factors we consider include:

•The borrower is currently in default on any debt.

•The borrower would likely default on any debt if the concession is not granted.

•The borrower’s cash flow is insufficient to service all debt if the concession is not granted.

•The borrower has declared, or is in the process of declaring, bankruptcy.

•The borrower is unlikely to continue as a going concern (if the entity is a business).

Table of Contents

The following is a summary of the amortized cost basis of loan modifications granted to borrowers experiencing financial difficulty for the:

Three Months Ended June 30, 2024
Other-Than-Insignificant Payment Delay Other-Than-Insignificant Payment Delay and Term Extension
Amortized Cost Basis % of Total Class of Financial Receivable Amortized Cost Basis % of Total Class of Financial Receivable
Commercial and industrial
Secured $ 2,125 1.03 % $ — 0.00 %
Agricultural
Agricultural mortgage 1,345 2.00 % 60 0.09 %
Agricultural other — 0.00 % 507 1.82 %
Total $ 3,470 $ 567
Six Months Ended June 30, 2024
--- --- --- --- --- --- --- --- --- --- --- --- ---
Other-Than-Insignificant Payment Delay Term Extension Other-Than-Insignificant Payment Delay and Term Extension
Amortized Cost Basis % of Total Class of Financial Receivable Amortized Cost Basis % of Total Class of Financial Receivable Amortized Cost Basis % of Total Class of Financial Receivable
Commercial and industrial
Secured $ 2,125 1.03 % $ 11 0.01 % $ — 0.00 %
Commercial real estate
Commercial mortgage owner occupied 823 0.47 % — 0.00 % — 0.00 %
Agricultural
Agricultural mortgage 1,345 2.00 % — 0.00 % 60 0.09 %
Agricultural other — 0.00 % — 0.00 % 507 1.82 %
Consumer
Secured - indirect — 0.00 % 2 0.00 % — 0.00 %
Total $ 4,293 $ 13 $ 567
Three Months Ended June 30, 2023
--- --- --- --- --- --- --- --- ---
Term Extension Interest Rate Reduction<br>and Term Extension
Amortized Cost Basis % of Total Class of Financial Receivable Amortized Cost Basis % of Total Class of Financial Receivable
Commercial real estate
Commercial mortgage non-owner occupied $ 1,034 0.48 % $ — 0.00 %
Agricultural
Agricultural mortgage — 0.00 % 28 0.04 %
Total $ 1,034 $ 28

Table of Contents

Six Months Ended June 30, 2023
Term Extension Interest Rate Reduction<br>and Term Extension
Amortized Cost Basis % of Total Class of Financial Receivable Amortized Cost Basis % of Total Class of Financial Receivable
Commercial real estate
Commercial mortgage non-owner occupied $ 1,034 0.48 % $ — 0.00 %
Agricultural
Agricultural mortgage 232 0.33 % 28 0.04 %
Agricultural other 34 0.13 % — 0.00 %
Residential real estate
Senior lien 5 0.00 % — 0.00 %
Total $ 1,305 $ 28

We do not modify any loans by forgiving principal or accrued interest. We had committed to advance $642 and $0 in additional funds to be disbursed in connection with modified loans at June 30, 2024 and 2023, respectively, as displayed in the tables above.

The following is a summary of the financial effect of the modifications granted to borrowers experiencing financial difficulty for the:

Three Months Ended June 30
2024 2023
Payment Delay Term Weighted-Average Term Extension (Years) Weighted-Average Interest Rate Reduction Weighted-Average Term Extension (Years)
Commercial and industrial
Secured 4 months N/A N/A N/A
Commercial real estate
Commercial mortgage non-owner occupied N/A N/A N/A 3.00
Agricultural
Agricultural mortgage 5 months 0.50 4.50% 1.75
Agricultural other 4 months 0.33 N/A N/A
Six Months Ended June 30
--- --- --- --- ---
2024 2023
Payment Delay Term Weighted-Average Term Extension (Years) Weighted-Average Interest Rate Reduction Weighted-Average Term Extension (Years)
Commercial and industrial
Secured 4 months 0.20 N/A N/A
Commercial real estate
Commercial mortgage owner occupied 7 months N/A N/A N/A
Commercial mortgage non-owner occupied N/A N/A N/A 3.00
Agricultural
Agricultural mortgage 5 months 0.50 4.50% 1.08
Agricultural other 4 months 0.33 N/A 1.00
Residential real estate
Senior lien N/A N/A N/A 2.60
Consumer
Secured - indirect N/A 1.33 N/A N/A

Table of Contents

We closely monitor the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of our modification efforts. The following tables summarize the amortized cost basis of loans that have been modified within the past 12 months prior to:

June 30, 2024
Current 30-59 Days<br>Past Due 60-89 Days<br>Past Due 90 Days or<br>More Past Due Total
Commercial and industrial
Secured $ 2,136 $ — $ — $ — $ 2,136
Commercial real estate
Commercial mortgage owner occupied 941 — — — 941
Commercial mortgage multifamily 2,947 — — — 2,947
Agricultural
Agricultural mortgage 1,405 — — — 1,405
Agricultural other 507 — — — 507
Consumer
Secured - indirect 2 — — — 2
Total $ 7,938 $ — $ — $ — $ 7,938
June 30, 2023 (1)
--- --- --- --- --- --- --- --- --- --- ---
Current 30-59 Days<br>Past Due 60-89 Days<br>Past Due 90 Days or<br>More Past Due Total
Commercial real estate
Commercial mortgage non-owner occupied $ 1,034 $ — $ — $ — $ 1,034
Agricultural
Agricultural mortgage 260 — — — 260
Agricultural other 34 — — — 34
Residential real estate
Senior lien — 5 — — 5
Total $ 1,328 $ 5 $ — $ — $ 1,333

(1) We adopted ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures effective January 1, 2023, therefore, the June 30, 2023 presentation only includes loans since the guidance became effective.

We had no loans that defaulted in the three and six-month periods ended June 30, 2024 and 2023 which were modified within 12 months prior to the default date.

Table of Contents

ACL - Loans

The credit quality of our loan portfolio is continuously monitored and is reflected within the ACL for loans. The ACL is an estimate of expected losses inherent within our loan portfolio. The ACL is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries.

The ACL is evaluated on a regular basis for appropriateness. Our periodic review of the collectability of a loan considers historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The primary factors behind the determination of the level of the ACL are specific allocations for loans individually evaluated, historical loss percentages, delinquency status, and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods evaluations of the overall loan portfolio, in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods.

The methodology for estimating the amount of expected credit losses reported in the ACL has two basic components: a component of individual loans that do not share risk characteristics with other loans; and a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.

For a loan that does not share risk characteristics with other loans, an individual analysis is performed to measure an allowance. Loans in nonaccrual status are individually evaluated for specific allocation of the allowance using the fair value of collateral, less costs to sell if foreclosure is probable, or the discounted cash flow method. We do not recognize interest income on loans in nonaccrual status. For loans not classified as nonaccrual, interest income is recognized daily, as earned, according to the terms of the loan agreement and the principal amount outstanding.

In determining the allowance for credit losses, we derive an estimated credit loss assumption from a model that categorizes loan pools based on loan type and credit risk ratings or delinquency bucket. This model calculates an expected loss percentage for each loan class by considering the probability of default, based on the migration of loans from performing to loss by credit risk ratings or delinquency buckets using life-of-loan analysis, and the historical severity of loss, based on the aggregate net lifetime losses incurred per loan class.

The default and severity factors used to calculate the allowance for credit losses for loans that share similar risk characteristics with other loans are adjusted for differences between the historical period used to calculate historical default and loss severity rates and expected conditions over the remaining lives of the loans in the portfolio. These qualitative factors are used to adjust the historical probabilities of default and severity of loss so that they reflect management's expectation of future conditions based on a reasonable and supportable forecast. To the extent the lives of the loans in the portfolio extend beyond the period for which a reasonable and supportable forecast can be made, the model reverts back to the historical rates of default and severity of loss. Qualitative factors include:

•Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, recovery practices not considered elsewhere in estimating credit losses;

•Changes in the experience, ability, and depth of lending management and other relevant staff;

•Changes in interest rates;

•Changes in international, national, regional, and local economic factors (international, national, regional, and local);

•Changes in the nature and volume of the portfolio and in the terms of loans;

•Changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans;

•Lack of current financial information;

•Competition, legal, and regulatory; and

•Changes in the value of underlying collateral.

Table of Contents

A summary of activity in the ACL by portfolio segment and the recorded investment in loans by segments follows for the:

Three Months Ended June 30, 2024
Commercial and Industrial Commercial Real Estate Agricultural Residential Real Estate Consumer Total
April 1, 2024 $ 1,267 $ 5,903 $ 265 $ 4,308 $ 1,647 $ 13,390
Charge-offs (336) — — (9) (182) (527)
Recoveries 2 29 — 28 75 134
Credit loss expense 331 (363) (7) 24 113 98
June 30, 2024 $ 1,264 $ 5,569 $ 258 $ 4,351 $ 1,653 $ 13,095
Six Months Ended June 30, 2024
--- --- --- --- --- --- --- --- --- --- --- --- ---
Commercial and Industrial Commercial Real Estate Agricultural Residential Real Estate Consumer Total
January 1, 2024 $ 968 $ 5,878 $ 270 $ 4,336 $ 1,656 $ 13,108
Charge-offs (336) — — (10) (372) (718)
Recoveries 4 35 2 92 146 279
Credit loss expense 628 (344) (14) (67) 223 426
June 30, 2024 $ 1,264 $ 5,569 $ 258 $ 4,351 $ 1,653 $ 13,095
Three Months Ended June 30, 2023
--- --- --- --- --- --- --- --- --- --- --- --- ---
Commercial and Industrial Commercial Real Estate Agricultural Residential Real Estate Consumer Total
April 1, 2023 $ 817 $ 6,036 $ 265 $ 4,113 $ 1,409 $ 12,640
Charge-offs — — (4) — (88) (92)
Recoveries 4 10 2 25 54 95
Credit loss expense 1 (78) 1 35 231 190
June 30, 2023 $ 822 $ 5,968 $ 264 $ 4,173 $ 1,606 $ 12,833
Six Months Ended June 30, 2023
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Commercial and Industrial Commercial Real Estate Agricultural Residential Real Estate Consumer Unallocated Total
January 1, 2023 $ 860 $ 461 $ 577 $ 617 $ 961 $ 6,374 $ 9,850
Impact of the adoption of ASC 326 (58) 5,532 (247) 3,535 356 (6,374) 2,744
Charge-offs — — (4) (2) (187) — (193)
Recoveries 4 20 6 49 126 — 205
Credit loss expense 16 (45) (68) (26) 350 — 227
June 30, 2023 $ 822 $ 5,968 $ 264 $ 4,173 $ 1,606 $ — $ 12,833

Table of Contents

The following table illustrates the two main components of the ACL as of:

June 30<br>2024 March 31<br>2024 December 31<br>2023 September 30<br>2023 June 30<br>2023
ACL
Individually evaluated $ 137 $ 349 $ 84 $ — $ —
Collectively evaluated 12,958 13,041 13,024 12,767 12,833
Total $ 13,095 $ 13,390 $ 13,108 $ 12,767 $ 12,833
ACL to gross loans
Individually evaluated 0.01 % 0.03 % 0.01 % 0.00 % 0.00 %
Collectively evaluated 0.94 % 0.95 % 0.96 % 0.96 % 0.96 %
Total 0.95 % 0.98 % 0.97 % 0.96 % 0.96 %

The following table presents loans that were evaluated for expected credit losses on an individual basis and the related specific allocations, by loan segment as of:

June 30, 2024 December 31, 2023
Loan Balance Specific Allocation Loan Balance Specific Allocation
Commercial and industrial $ 271 $ 91 $ 465 $ 56
Commercial real estate — — 234 28
Agricultural 167 — 181 —
Residential real estate 483 46 203 —
Consumer — — — —
Total $ 921 $ 137 $ 1,083 $ 84

We have designated loans classified as collateral dependent for which we apply the practical expedient to measure the ACL based on the fair value of the collateral less cost to sell when the repayment is expected to be provided substantially by the sale or operation of the collateral and the borrower is experiencing financial difficulty. The fair value of the collateral is based on appraisals, which may be adjusted due to their age, and the type, location, and condition of the property or area or general market conditions to reflect the expected change in value between the effective date of the appraisal and the measurement date. Appraisals are updated every one to two years depending on the type of loan and the total exposure of the borrower. Loans evaluated for expected credit losses on an individual basis include $921 in collateral dependent loans.

Table of Contents

Note 4 – Borrowed Funds

Federal funds purchased and repurchase agreements

Securities sold under repurchase agreements without stated maturity dates, and federal funds purchased generally mature within one to four days from the transaction date.

A summary of borrowed funds without stated maturity dates was as follows for the:

Three Months Ended June 30
2024 2023
Maximum Month End Balance Average Balance Weighted Average Interest Rate During the Period Maximum Month End Balance Average Balance Weighted Average Interest Rate During the Period
Securities sold under agreements to repurchase without stated maturity dates $ 44,194 $ 40,593 3.18 % $ 39,801 $ 35,447 1.64 %
Federal funds purchased — — 0.00 % — 48 6.13 %
FRB Discount Window — 15 5.52 % — 129 5.25 %
Six Months Ended June 30
--- --- --- --- --- --- --- --- --- --- --- --- ---
2024 2023
Maximum Month End Balance Average Balance Weighted Average Interest Rate During the Period Maximum Month End Balance Average Balance Weighted Average Interest Rate During the Period
Securities sold under agreements to repurchase without stated maturity dates $ 44,194 $ 40,607 3.16 % $ 54,236 $ 37,565 1.48 %
Federal funds purchased — 1 6.52 % — 26 6.08 %
FRB Discount Window — 8 5.52 % — 65 5.25 %

Securities sold under agreements to repurchase are classified as secured borrowings and are reflected at the amount of cash received in connection with the transaction. The securities underlying the agreements have a carrying value and a fair value of $66,949 and $67,764 at June 30, 2024 and December 31, 2023, respectively. Such securities remain under our control. We may be required to provide additional collateral based on the fair value of underlying securities.

Securities sold under repurchase agreements without stated maturity dates were as follows as of:

June 30, 2024 December 31, 2023
Amount Rate Amount Rate
Securities sold under agreements to repurchase without stated maturity dates $ 44,194 3.18 % $ 46,801 3.11 %

We had pledged AFS securities and 1-4 family residential real estate loans in the following amounts at:

June 30<br>2024 December 31<br>2023
Pledged to secure borrowed funds $ 384,023 $ 391,529
Pledged to secure repurchase agreements 66,949 67,764
Pledged for public deposits and for other purposes necessary or required by law 93,908 84,099
Total $ 544,880 $ 543,392

AFS securities pledged to repurchase agreements without stated maturity dates consisted of the following at:

June 30<br>2024 December 31<br>2023
U.S. Treasury $ 55,820 $ 55,623
Mortgage-backed securities 8,634 9,462
Collateralized mortgage obligations 2,495 2,679
Total $ 66,949 $ 67,764

Table of Contents

AFS securities pledged to repurchase agreements are monitored to ensure the appropriate level is collateralized. In the event of maturities, calls, significant principal repayments, or significant decline in market values, we have an adequate level of AFS securities to pledge to satisfy collateral requirements.

As of June 30, 2024, we had the ability to borrow up to an additional $320,551 without pledging additional collateral.

FHLB advances

FHLB advances are collateralized by a blanket lien on all qualified 1-4 family residential real estate loans, specific AFS securities, and FHLB stock.

The following table lists the maturities and weighted average interest rates of FHLB advances as of:

June 30, 2024 December 31, 2023
Amount Rate Amount Rate
Fixed rate due 2024 $ 45,000 5.57 % $ 40,000 5.55 %

Subordinated notes

We have $30,000 in aggregate principal amount of 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the "Notes"). The Notes will initially bear a fixed interest rate of 3.25% until June 15, 2026, after which time until maturity on June 15, 2031, the interest rate will reset quarterly to an annual floating rate equal to the then-current 3-month SOFR plus 256 basis points. The Notes are redeemable by us at our option, in whole or in part, on or after June 15, 2026. The Notes are not subject to redemption at the option of the holders.

The following table summarizes our outstanding notes as of:

June 30, 2024 December 31, 2023
Amount Rate Amount Rate
Fixed rate at 3.25% to floating, due 2031 $ 30,000 3.25 % $ 30,000 3.25 %
Unamortized issuance costs (620) (665)
Total subordinated debt, net $ 29,380 $ 29,335

Note 5 – Computation of Earnings Per Common Share

Basic earnings per common share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share includes additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued relate solely to outstanding shares in the Directors Plan and grant awards under the RSP.

Earnings per common share have been computed based on the following for the:

Three Months Ended <br> June 30 Six Months Ended <br> June 30
2024 2023 2024 2023
Average number of common shares outstanding for basic calculation 7,477,310 7,498,584 7,485,743 7,528,251
Average potential effect of common shares in the Directors Plan (1) — 38,166 — 43,793
Average potential effect of common shares in the RSP 17,518 30,777 15,694 29,569
Average number of common shares outstanding used to calculate diluted earnings per common share 7,494,828 7,567,527 7,501,437 7,601,613
Net income $ 3,481 $ 4,630 $ 6,612 $ 9,951
Earnings per common share
Basic $ 0.47 $ 0.62 $ 0.88 $ 1.32
Diluted 0.46 0.61 0.88 1.31

(1) Exclusive of shares held in the Rabbi Trust

Table of Contents

Note 6 – Capital Ratios and Shareholders' Equity

As of June 30, 2024 and December 31, 2023, the most recent notifications from the FRB and the FDIC categorized us as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain total risk-based, Tier 1 risk-based, Common Equity Tier 1, and Tier 1 leverage ratios as set forth in the following tables. The minimum requirements presented below include the minimum required capital levels based on the Basel III Capital Rules. Capital requirements to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules. There were no conditions or events since the notifications that we believe have changed our categories. The following tables set forth these requirements and our ratios as of:

June 30, 2024
Actual Minimum<br>Capital<br>Requirement Minimum To Be Well<br>Capitalized Under Prompt Corrective Action Provisions
Amount Ratio Amount Ratio Amount Ratio
Common equity Tier 1 capital to risk weighted assets
Isabella Bank $ 174,164 11.90 % $ 102,453 7.00 % $ 95,135 6.50 %
Consolidated 181,602 12.37 % 102,821 7.00 % N/A N/A
Tier 1 capital to risk weighted assets
Isabella Bank 174,164 11.90 % 124,407 8.50 % 117,089 8.00 %
Consolidated 181,602 12.37 % 124,854 8.50 % N/A N/A
Total capital to risk weighted assets
Isabella Bank 187,710 12.83 % 153,679 10.50 % 146,361 10.00 %
Consolidated 224,527 15.29 % 154,232 10.50 % N/A N/A
Tier 1 capital to average assets
Isabella Bank 174,164 8.49 % 82,024 4.00 % 102,530 5.00 %
Consolidated 181,602 8.83 % 82,245 4.00 % N/A N/A
December 31, 2023
--- --- --- --- --- --- --- --- --- --- --- --- ---
Actual Minimum<br>Capital<br>Requirement Minimum To Be Well<br>Capitalized Under Prompt Corrective Action Provisions
Amount Ratio Amount Ratio Amount Ratio
Common equity Tier 1 capital to risk weighted assets
Isabella Bank $ 178,316 12.48 % $ 100,043 7.00 % $ 92,897 6.50 %
Consolidated 180,014 12.54 % 100,449 7.00 % N/A N/A
Tier 1 capital to risk weighted assets
Isabella Bank 178,316 12.48 % 121,481 8.50 % 114,335 8.00 %
Consolidated 180,014 12.54 % 121,973 8.50 % N/A N/A
Total capital to risk weighted assets
Isabella Bank 191,739 13.42 % 150,065 10.50 % 142,919 10.00 %
Consolidated 222,772 15.52 % 150,673 10.50 % N/A N/A
Tier 1 capital to average assets
Isabella Bank 178,316 8.71 % 81,935 4.00 % 102,419 5.00 %
Consolidated 180,014 8.76 % 82,154 4.00 % N/A N/A

Total capital includes Tier 1 capital and Tier 2 capital. Tier 2 capital includes a permissible portion of the allowances for credit losses and subordinated debt, net of unamortized issuance costs. There are no significant regulatory constraints placed on our capital. At June 30, 2024, the Bank exceeded all minimum capital requirements.

Table of Contents

The following table summarizes the changes in AOCI by component for the:

Three Months Ended June 30
2024 2023
Unrealized<br>Gains<br>(Losses) on<br>AFS<br>Securities Defined<br>Benefit<br>Pension Plan Total Unrealized<br>Gains<br>(Losses) on<br>AFS<br>Securities Defined<br>Benefit<br>Pension Plan Total
Balance, April 1 $ (27,493) $ (697) $ (28,190) $ (28,948) $ (1,366) $ (30,314)
OCI before reclassifications 703 — 703 (7,638) — (7,638)
Amounts reclassified from AOCI — — — (66) — (66)
Subtotal 703 — 703 (7,704) — (7,704)
Tax effect (149) — (149) 1,601 — 1,601
OCI, net of tax 554 — 554 (6,103) — (6,103)
Balance, June 30 $ (26,939) $ (697) $ (27,636) $ (35,051) $ (1,366) $ (36,417)
Six Months Ended June 30
--- --- --- --- --- --- --- --- --- --- --- --- ---
2024 2023
Unrealized<br>Gains<br>(Losses) on<br>AFS<br>Securities Defined<br>Benefit<br>Pension Plan Total Unrealized<br>Gains<br>(Losses) on<br>AFS<br>Securities Defined<br>Benefit<br>Pension Plan Total
Balance, January 1 $ (25,199) $ (697) $ (25,896) $ (35,828) $ (1,366) $ (37,194)
OCI before reclassifications (2,223) — (2,223) 972 — 972
Amounts reclassified from AOCI — — — (67) — (67)
Subtotal (2,223) — (2,223) 905 — 905
Tax effect 483 — 483 (128) — (128)
OCI, net of tax (1,740) — (1,740) 777 — 777
Balance, June 30 $ (26,939) $ (697) $ (27,636) $ (35,051) $ (1,366) $ (36,417)

Included in OCI for the three and six-month periods ended June 30, 2024 and 2023 are changes in unrealized gains and losses related to certain auction rate money market preferred stocks. These investments, for federal income tax purposes, have no deferred federal income taxes related to unrealized gains or losses given the nature of the investments.

Table of Contents

A summary of the components of unrealized gains on AFS securities included in OCI follows for the:

Three Months Ended June 30
2024 2023
Auction Rate Money Market Preferred Stocks All Other AFS Securities Total Auction Rate Money Market Preferred Stocks All Other AFS Securities Total
Unrealized gains (losses) arising during the period $ (5) $ 708 $ 703 $ (79) $ (7,559) $ (7,638)
Reclassification adjustment for net (gains) losses included in net income — — — — (66) (66)
Net unrealized gains (losses) (5) 708 703 (79) (7,625) (7,704)
Tax effect — (149) (149) — 1,601 1,601
Unrealized gains (losses), net of tax $ (5) $ 559 $ 554 $ (79) $ (6,024) $ (6,103)
Six Months Ended June 30
--- --- --- --- --- --- --- --- --- --- --- --- ---
2024 2023
Auction Rate Money Market Preferred Stocks All Other AFS Securities Total Auction Rate Money Market Preferred Stocks All Other AFS Securities Total
Unrealized gains (losses) arising during the period $ 77 $ (2,300) $ (2,223) $ 295 $ 677 $ 972
Reclassification adjustment for net (gains) losses included in net income — — — — (67) (67)
Net unrealized gains (losses) 77 (2,300) (2,223) 295 610 905
Tax effect — 483 483 — (128) (128)
Unrealized gains (losses), net of tax $ 77 $ (1,817) $ (1,740) $ 295 $ 482 $ 777

Note 7 – Fair Value

Under fair value measurement and disclosure authoritative guidance, we group assets and liabilities measured at fair value into three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value, based on the prioritization of inputs in the valuation techniques. These levels are:

Level 1: Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2: Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3: Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. Transfers between measurement levels are recognized at the end of reporting periods.

Fair value measurement requires the use of an exit price notion which may differ from entrance pricing. Generally, we believe our assets and liabilities classified as Level 1 or Level 2 approximate an exit price notion.

Following is a description of the valuation methodologies, key inputs, and an indication of the level of the fair value hierarchy in which the assets or liabilities are classified.

AFS securities: AFS securities are recorded at fair value on a recurring basis. Level 1 fair value measurement is based upon quoted prices for identical instruments. Level 2 fair value measurement is based upon quoted prices for similar instruments. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss and liquidity assumptions. The values for Level 1 and Level 2 investment securities are generally obtained from an independent third party. On a quarterly basis, we compare the values provided to alternative pricing sources.

Table of Contents

Loans: We do not record loans at fair value on a recurring basis. However, some loans are individually evaluated for ACL purposes, and a specific ACL may be established. To measure reserve, the fair value of the loan is estimated using the fair value of the collateral, less costs to sell if foreclosure is probable, or the present value of expected future cash flows discounted at the loan’s effective interest rate. Loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.

We review the net realizable values of the underlying collateral for collateral dependent loans on at least a quarterly basis for all loan types. To determine the collateral value, we utilize independent appraisals, broker price opinions, or internal evaluations. We review these valuations to determine whether an additional discount should be applied given the age of market information that may have been considered as well as other factors such as costs to sell an asset if it is determined that the collateral will be liquidated in connection with the ultimate settlement of the loan. We use these valuations to determine if any specific reserves or charge-offs are necessary. We may obtain new valuations in certain circumstances, including when there has been significant deterioration in the condition of the collateral, if the foreclosure process has begun, or if the existing valuation is deemed to be outdated.

The following tables list the quantitative information about loans measured at fair value on a nonrecurring basis as of:

June 30, 2024
Valuation Technique Fair Value Unobservable Input Actual Range Weighted Average
Collateral Dependent Loans - Discount applied to collateral:
Discounted value $921 Real Estate 25% 25%
Equipment 30% - 40% 35%
December 31, 2023
--- --- --- --- ---
Valuation Technique Fair Value Unobservable Input Actual Range Weighted Average
Collateral Dependent Loans - Discount applied to collateral:
Discounted value $1,083 Real Estate 20% 20%
Equipment 25% - 35% 33%
Accounts receivable 25% 25%

Collateral discount rates may have ranges to accommodate differences in the age of the independent appraisal, broker price opinion, or internal evaluation.

OMSR: OMSR (which are included in other assets) are subject to impairment testing. To test for impairment, we utilize a discounted cash flow analysis using interest rates and prepayment speed assumptions currently quoted for comparable instruments and discount rates. If the valuation model reflects a value less than the carrying value, OMSR are adjusted to fair value through a valuation allowance as determined by the model. As such, we classify OMSR subject to nonrecurring fair value adjustments as Level 2.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement.

Estimated Fair Values of Financial Instruments Not Recorded at Fair Value in their Entirety on a Recurring Basis

Disclosure of the estimated fair values of financial instruments, which differ from carrying values, often requires the use of estimates. In cases where quoted market values in an active market are not available, we use present value techniques and other valuation methods to estimate the fair values of our financial instruments. These valuation methods require considerable judgment and the resulting estimates of fair value can be significantly affected by the assumptions made and methods used.

Table of Contents

The carrying amount and estimated fair value of financial instruments not recorded at fair value in their entirety on a recurring basis were as follows as of:

June 30, 2024
Carrying<br>Value Estimated<br>Fair Value Level 1 Level 2 Level 3
ASSETS
Cash and cash equivalents $ 23,559 $ 23,559 $ 23,559 $ — $ —
FHLB stock (1) 12,762 N/A — — —
Mortgage loans HFS 637 645 — 645 —
Gross loans 1,381,636 1,312,082 — — 1,312,082
Less allowance for credit losses 13,095 13,095 — — 13,095
Net loans 1,368,541 1,298,987 — — 1,298,987
Accrued interest receivable 7,859 7,859 7,859 — —
Equity securities without readily determinable fair values (1) 3,086 N/A — — —
OMSR 2,338 3,039 — 3,039 —
LIABILITIES
Deposits without stated maturities 1,353,850 1,353,850 1,353,850 — —
Deposits with stated maturities 368,449 363,775 — 363,775 —
Federal funds purchased and repurchase agreements 44,194 44,108 — 44,108 —
FHLB advances 45,000 45,001 — 45,001 —
Subordinated debt, net of unamortized issuance costs 29,380 26,203 — 26,203 —
Accrued interest payable 915 915 915 — —
December 31, 2023
--- --- --- --- --- --- --- --- --- --- ---
Carrying<br>Value Estimated<br>Fair Value Level 1 Level 2 Level 3
ASSETS
Cash and cash equivalents $ 33,672 $ 33,672 $ 33,672 $ — $ —
FHLB stock (1) 12,762 N/A — — —
Mortgage loans HFS — — — — —
Gross loans 1,349,463 1,292,458 — — 1,292,458
Less allowance for credit losses 13,108 13,108 — — 13,108
Net loans 1,336,355 1,279,350 — — 1,279,350
Accrued interest receivable 8,167 8,167 8,167 — —
Equity securities without readily determinable fair values (1) 3,086 N/A — — —
OMSR 2,422 3,164 — 3,164 —
LIABILITIES
Deposits without stated maturities 1,377,321 1,377,321 1,377,321 — —
Deposits with stated maturities 346,374 341,489 — 341,489 —
Federal funds purchased and repurchase agreements 46,801 46,704 — 46,704 —
FHLB advances 40,000 40,000 — 40,000 —
Subordinated debt, net of unamortized issuance costs 29,335 26,146 — 26,146 —
Accrued interest payable 890 890 890 — —

(1) Due to the characteristics of equity securities without readily determinable fair values, they are not disclosed under a specific fair value hierarchy. When an impairment or write-down related to these securities is recorded, such amount would be classified as a nonrecurring Level 3 fair value adjustment.

Table of Contents

Financial Instruments Recorded at Fair Value

The table below presents the recorded amount of assets and liabilities measured at fair value on:

June 30, 2024 December 31, 2023
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Recurring items
AFS securities
U.S. Treasury $ 215,333 $ — $ 215,333 $ — $ 214,801 $ — $ 214,801 $ —
States and political subdivisions 83,051 — 83,051 — 92,876 — 92,876 —
Auction rate money market preferred 3,008 — 3,008 — 2,931 — 2,931 —
Mortgage-backed securities 29,541 — 29,541 — 32,815 — 32,815 —
Collateralized mortgage obligations 167,709 — 167,709 — 177,775 — 177,775 —
Corporate 7,004 — 7,004 — 6,950 — 6,950 —
Total AFS securities 505,646 — 505,646 — 528,148 — 528,148 —
Nonrecurring items
Collateral dependent (net of ACL) 921 — — 921 1,083 — — 1,083
Foreclosed assets 629 — — 629 406 — — 406
Total $ 507,196 $ — $ 505,646 $ 1,550 $ 529,637 $ — $ 528,148 $ 1,489
Percent of assets and liabilities measured at fair value 0.00 % 99.69 % 0.31 % 0.00 % 99.72 % 0.28 %

We recorded an impairment related to foreclosed assets of $0 through earnings for the three and six month periods ended June 30, 2024 and $9 for the three and six month periods ended June 30, 2023 We had no other assets or liabilities recorded at fair value with changes in fair value recognized through earnings, on a recurring basis or nonrecurring basis, as of June 30, 2024. Further, we had no unrealized gains and losses included in OCI for recurring Level 3 fair value measurements held at the end of the reporting period.

Table of Contents

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Executive Summary

(Dollars in thousands except per share amounts)

The following is management's discussion and analysis of our financial condition and results of operations for the unaudited three months ended June 30, 2024 and 2023. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 and with the unaudited interim condensed consolidated financial statements and notes, beginning on page 4 of this report.

Comparison of Operating Results for the three and six months ended June 30, 2024, and 2023, unless otherwise noted

For the three months ended June 30, 2024, we reported net income of $3,481 and earnings per share of $0.47. Net income and earnings per share for the same period of 2023 were $4,630 and $0.62, respectively. For the six months ended June 30, 2024, net income was $6,612 and earnings per share was $0.88. Net income and earnings per share for the same period of 2023 were $9,951 and $1.32, respectively. The decrease in net income in both comparative periods is principally due to a lower NIM as our interest earning assets have not repriced as quickly as our interest bearing liabilities in the current interest rate cycle.

During the second quarter of 2024, net interest income was $13,550, as compared with $14,679 in the same quarter of 2023. Our yield on interest earning assets (FTE) was 2.83% for the three months ended June 30, 2024, as compared to 3.11% for the three months ended June 30, 2023. The book yield from securities was 2.23% and 2.26% during the second quarter of 2024 and 2023, respectively. The yield includes the effect of the investment of excess cash in shorter term U.S. Treasury securities following the COVID pandemic in 2021 and 2022. The weighted average maturity of our U.S. Treasury portfolio is approximately 2 years. Our yield on loans expanded to 5.49% in the second quarter 2024, up from 4.90% in the same quarter of 2023. Loan yields continued to expand due to higher rates on new loans and the repricing of fixed rate commercial loans to variable rates. At the end of the second quarter 2024, approximately 44% of commercial loans are fixed at rates that are lower than current market rates but will contractually reprice to variable rates over the next 3 to 5 years. Our cost of interest bearing liabilities increased to 2.37% from 1.41% in the second quarter 2023 due to several interest rate hikes throughout 2023 and the associated remix from noninterest bearing deposits into higher tier money market and certificate of deposit accounts. While we have experienced a downward trend in our NIM for the past several quarters, the second quarter 2024 marks a reversal as NIM expanded five basis points over the first quarter 2024.

For the first six months of 2024, net interest income was $26,792 compared with $30,030 in the same period of 2023. The comparison of NIM and yield on interest earning assets for the respective six month periods of 2024 and 2023 were 2.80% and 3.17%, and 4.52% and 4.00%. The yield on loans expanded to 5.42%, up from 4.80%, and our cost of interest bearing liabilities increased to 2.32% from 1.18% for the six months of 2024 and 2023, respectively. The explanations for the improvement in NIM are consistent with those provided in the year-over-year three month comparison above.

The provision for credit losses was $170 in the second quarter of 2024 and $196 for the same period in 2023. The provision for the current year quarter reflects growth in residential loans and a $72,000 increase due to higher unfunded commitments. For the first half of 2024, provision for credit losses was $562 and $237 in the same period of 2023. The increase is primarily driven by loan growth. The ratio of net charge-offs to total loans was near zero for the second quarter of 2024 and year-to-date June 30, 2024 as well in the same comparative periods of 2023. Net charge-offs have been at historic lows for the past five years, which we believe is due to our disciplined underwriting standards.

Noninterest income for the three months ended June 30, 2024 and 2023 was $3,608 and $3,604, respectively. Wealth management fees grew $67, or 6.8%, due to an increase in new accounts and higher market valuations. Customer service fees increased $81 compared to the same quarter of 2023 based on a higher number of transaction accounts. A decline in other income of $182, related to a few one-time items recorded in 2023, offset this growth. For the first half of 2024, noninterest income was $7,076, compared to $6,897 in the same period of 2023. The reasons for the increase in income for the six month comparison are the same as the three month comparison.

Noninterest expenses for the three-month period ended June 30, 2024 increased $356, or 2.8%, in comparison to the same period in 2023. Annual merit increases and medical claim adjustments totaling $190 led to a $409 increase in compensation and benefits expenses. Higher card usage drove a $78 increase in ATM and debit card expenses. For the first half of 2024, noninterest expense was $25,571, compared to $24,737 in the period of 2023. The reasons for the increase in expense for the six month comparison are the same as the three month comparison. Our year-to-date efficiency ratio is 74.37% in 2024 compared to 66.12% in 2023, which primarily reflects lower NIM and a relatively stable base of noninterest expense.

Table of Contents

Financial Condition (June 30, 2024 to December 31, 2023 comparison)

Total assets remained steady at $2,060,139 as of June 30, 2024. Loan growth during the year was offset by lower cash and security balances and was primarily funded by security amortization and FHLB advances.

Our AFS securities portfolio totaled $505,646 at June 30, 2024, declining $22,502 due to municipal maturities and principal paydowns on mortgage-related securities. Net unrealized losses at June 30, 2024 totaled $34,049, or 6.31%, of the portfolio. The unrealized loss position on our AFS securities portfolio resulted from increases in short-term and intermediate-term benchmark interest rates. Our bond portfolio has a very short remaining life with $220,000 of the U.S. Treasury portfolio maturing by the end of 2026. The $178,424 Collateral Mortgage Obligation portfolio has a projected weighted-average life of 3.4 years and most bonds are bulleted in structure. Over half of the tax-exempt municipal portfolio will mature over the next five years.

Loans outstanding as of June 30, 2024 totaled $1,381,636. Since December 31, 2023, gross loans have increased $32,173 as a result of growth in the residential real estate portfolio due to the slowing of prepayments on steady new volume. Additional loan growth came from increased participation in advances to mortgage brokers.

The ACL was $13,095 at June 30, 2024, relatively unchanged from $13,108 at December 31, 2023. A decline in commercial real estate loans and changes in reserves related to loans individually evaluated led to fluctuations in the allocation of the reserve. Nonaccrual loans remained flat when compared to December 31, 2023 at $994. Past due accounts between 30 to 89 days as a percentage of total loans was 0.12% at June 30, 2024, compared to 0.31% at year-end 2023. Overall, credit quality remains strong, and there are no negative trends.

Total deposits decreased $1,396 since December 31, 2023, to $1,722,299 at the end of the second quarter 2024. Consumer demand for retail CDs continues based on the rate environment, resulting in a $22,075 increase in the balance during the first half of 2024. Interest bearing demand deposits increased $17,592, while demand deposits declined $16,312.

Total equity was $202,249 at June 30, 2024 compared to $202,402 at year-end 2023. Our tangible book value per share was $20.60 as of June 30, 2024, compared to $20.59 on December 31, 2023. Net unrealized losses on AFS securities reduced tangible book value per share by $3.60 and $3.37 for the respective periods.

We continue to have robust liquidity levels and capital. As of June 30, 2024, we had $754,110 of unencumbered sources of liquidity and strong capital ratios; the Tier 1 Leverage Ratio was 8.83%, Tier 1 risk-based capital was 12.37%, and Total risk-based capital was 15.29%.

Reclassifications

Certain amounts reported in the interim 2023 consolidated financial statements have been reclassified to conform to the 2024 presentation.

Subsequent Events

We evaluated subsequent events after June 30, 2024 through the date our interim condensed consolidated financial statements were issued for potential recognition and disclosure. No subsequent events require financial statement recognition or disclosure between June 30, 2024 and the date our interim condensed consolidated financial statements were issued.

Table of Contents

Selected Financial Data (Unaudited)

The following table outlines our results of operations and provides certain performance measures as of, and for the:

Three Months Ended Six Months Ended
June 30<br>2024 March 31<br>2024 December 31<br>2023 September 30<br>2023 June 30<br>2023 June 30<br>2024 June 30<br>2023
PER SHARE
Basic earnings $ 0.47 $ 0.42 $ 0.51 $ 0.59 $ 0.62 $ 0.88 $ 1.32
Diluted earnings 0.46 0.42 0.51 0.58 0.61 0.88 1.31
Dividends 0.28 0.28 0.28 0.28 0.28 0.56 0.56
Book value (1) 27.06 26.80 27.04 24.71 25.13 27.06 25.13
Tangible book value (1) 20.60 20.35 20.59 18.27 18.69 20.60 18.69
Market price (1) 18.20 19.40 21.50 21.05 20.50 18.20 20.50
PERFORMANCE RATIOS
Return on average total assets 0.67 % 0.61 % 0.74 % 0.86 % 0.91 % 0.64 % 0.97 %
Return on average shareholders' equity 6.94 % 6.16 % 8.05 % 9.24 % 9.47 % 6.54 % 10.39 %
Return on average tangible shareholders' equity 9.14 % 8.07 % 10.82 % 12.37 % 12.58 % 8.60 % 13.89 %
Net interest margin yield (FTE) (2) 2.83 % 2.78 % 2.85 % 3.02 % 3.11 % 2.80 % 3.17 %
Efficiency ratio (2) 73.93 % 74.84 % 68.41 % 70.56 % 67.90 % 74.37 % 66.12 %
Net loan to deposit ratio (1) 79.46 % 74.46 % 77.53 % 74.71 % 77.06 % 79.46 % 77.06 %
Shareholders' equity to total assets (1) 9.82 % 9.75 % 9.83 % 8.74 % 9.23 % 9.82 % 9.23 %
Tangible shareholders' equity to tangible assets (1) 7.65 % 7.58 % 7.66 % 6.61 % 7.03 % 7.65 % 7.03 %
FINANCIAL DATA (in millions)
Total assets (1) 2,060 2,058 2,059 2,118 2,042 2,060 2,042
AFS securities (1) 506 518 528 517 530 506 530
Gross loans (1) 1,382 1,366 1,349 1,335 1,334 1,382 1,334
ACL (1) 13 13 13 13 13 13 13
Deposits (1) 1,722 1,768 1,724 1,769 1,715 1,722 1,715
Borrowed funds (1) 119 72 116 147 121 119 121
Shareholders' equity (1) 202 201 202 185 188 202 188
Wealth assets under management (1) 648 661 641 591 594 648 594
Net income 3 3 4 4 5 7 10
Interest income 22 21 21 20 19 43 38
Interest expense 9 8 7 6 5 17 8
Net interest income 14 13 14 14 15 27 30
Provision for credit losses — — 1 — — 1 —
Noninterest income 4 3 4 3 4 7 7
Noninterest expenses 13 13 12 13 13 26 25

(1) At end of period

(2) Non-GAAP financial measure; refer to the "Non-GAAP Financial Measures" section

Table of Contents

Average Balances, Interest Rates, and Net Interest Income

The following schedules present the daily average amount outstanding for each major category of interest earning assets, non-earning assets, interest bearing liabilities, and noninterest bearing liabilities. These schedules also present an analysis of interest income and interest expense for the periods indicated. All interest income is reported on a FTE basis using a federal income tax rate of 21%. Loans in nonaccrual status, for the purpose of the following computations, are included in the average loan balances. FRB restricted equity holdings are included in other interest earning assets.

Three Months Ended
June 30, 2024 March 31, 2024 June 30, 2023
Average<br>Balance Tax<br>Equivalent<br>Interest Average<br>Yield /<br>Rate Average<br>Balance Tax<br>Equivalent<br>Interest Average<br>Yield /<br>Rate Average<br>Balance Tax<br>Equivalent<br>Interest Average<br>Yield /<br>Rate
INTEREST EARNING ASSETS
Loans (1) $ 1,375,523 $ 18,863 5.49 % $ 1,348,749 $ 18,057 5.36 % $ 1,300,593 $ 15,931 4.90 %
AFS securities (2) 545,827 3,041 2.23 % 557,030 3,130 2.25 % 583,652 3,302 2.26 %
FHLB stock 12,762 158 4.95 % 12,762 146 4.58 % 12,762 71 2.23 %
Fed funds sold 7 — 5.48 % 7 — 5.69 % 4 — 4.70 %
Other (3) 14,054 263 7.49 % 25,210 293 4.65 % 24,902 446 7.16 %
Total interest earning assets 1,948,173 22,325 4.58 % 1,943,758 21,626 4.45 % 1,921,913 19,750 4.11 %
NONEARNING ASSETS
Allowance for credit losses (13,431) (13,100) (12,759)
Cash and demand deposits due from banks 23,931 24,018 24,807
Premises and equipment 27,999 28,022 26,401
Other assets 80,539 84,059 80,374
Total assets $ 2,067,211 $ 2,066,757 $ 2,040,736
INTEREST BEARING LIABILITIES
Interest bearing demand deposits $ 342,931 $ 334 0.39 % $ 345,842 $ 413 0.48 % $ 348,341 $ 194 0.22 %
Savings 613,601 3,321 2.16 % 633,904 3,333 2.10 % 628,673 1,849 1.18 %
Certificates of deposit 366,440 3,658 3.99 % 357,541 3,417 3.82 % 303,117 2,066 2.73 %
Federal funds purchased and repurchase agreements 40,593 321 3.16 % 40,623 321 3.16 % 35,495 171 1.93 %
FHLB advances 45,510 638 5.61 % 27,692 388 5.60 % 20,404 270 5.29 %
Subordinated debt, net of unamortized issuance costs 29,365 266 3.62 % 29,342 266 3.63 % 29,275 266 3.63 %
Total interest bearing liabilities 1,438,440 8,538 2.37 % 1,434,944 8,138 2.27 % 1,365,305 4,816 1.41 %
NONINTEREST BEARING LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits 411,282 412,228 462,953
Other liabilities 16,755 16,151 16,906
Shareholders’ equity 200,734 203,434 195,572
Total liabilities and shareholders’ equity $ 2,067,211 $ 2,066,757 $ 2,040,736
Net interest income (FTE) $ 13,787 $ 13,488 $ 14,934
Net yield on interest earning assets (FTE) (4) 2.83 % 2.78 % 3.11 %

(1) Includes loans HFS and nonaccrual loans

(2) Average balances for AFS securities are based on amortized cost

(3) Includes average interest-bearing deposits with other banks, net of Federal Reserve daily cash letter

(4) Non-GAAP financial measure; refer to the "Non-GAAP Financial Measures" section

Table of Contents

Six Months Ended
June 30, 2024 June 30, 2023
Average Balance Tax Equivalent Interest Average Yield/Rate Average Balance Tax Equivalent Interest Average Yield/Rate
INTEREST EARNING ASSETS
Loans (1) $ 1,362,135 $ 36,920 5.42 % $ 1,284,520 $ 30,820 4.80 %
AFS securities (2) 551,429 6,171 2.24 % 597,313 6,794 2.27 %
FHLB stock 12,762 304 4.76 % 12,762 135 2.12 %
Fed funds sold 7 — 5.58 % 10 — 4.77 %
Other (3) 19,632 556 5.66 % 36,297 868 4.78 %
Total interest earning assets 1,945,965 43,951 4.52 % 1,930,902 38,617 4.00 %
NONEARNING ASSETS
Allowance for credit losses (13,264) (12,709)
Cash and demand deposits due from banks 23,974 24,918
Premises and equipment 28,010 26,132
Other assets 82,302 75,746
Total assets $ 2,066,987 $ 2,044,989
INTEREST BEARING LIABILITIES
Interest bearing demand deposits $ 344,386 $ 747 0.43 % $ 363,942 $ 340 0.19 %
Savings 623,753 6,654 2.13 % 637,281 3,315 1.04 %
Certificates of deposit 361,990 7,075 3.91 % 285,389 3,283 2.30 %
Federal funds purchased and repurchase agreements 40,616 642 3.16 % 37,656 320 1.70 %
FHLB advances 36,593 1,026 5.61 % 10,193 270 5.30 %
Subordinated debt, net of unamortized issuance costs 29,354 532 3.62 % 29,264 532 3.64 %
Total interest bearing liabilities 1,436,692 16,676 2.32 % 1,363,725 8,060 1.18 %
NONINTEREST BEARING LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits 411,756 474,656
Other liabilities 16,445 15,005
Shareholders’ equity 202,094 191,603
Total liabilities and shareholders’ equity $ 2,066,987 $ 2,044,989
Net interest income (FTE) $ 27,275 $ 30,557
Net yield on interest earning assets (FTE) (4) 2.80 % 3.17 %

(1) Includes loans HFS and nonaccrual loans

(2) Average balances for AFS securities are based on amortized cost

(3) Includes average interest-bearing deposits with other banks, net of Federal Reserve daily cash letter

(4) Non-GAAP financial measure; refer to the "Non-GAAP Financial Measures" section

Table of Contents

Loans

The following table displays loan balances as of:

June 30<br>2024 March 31<br>2024 December 31<br>2023 September 30<br>2023 June 30<br>2023 Annualized Growth %<br>Quarter to Date Annualized Growth %<br>Year to Date
Commercial and industrial $ 238,245 $ 226,281 $ 209,738 $ 195,814 $ 194,914 21.15 % 223.93 %
Commercial real estate 547,005 561,123 564,244 566,639 564,254 (10.06) % 27.18 %
Advances to mortgage brokers 39,300 29,688 18,541 24,807 39,099 129.51 % (6.11) %
Agricultural 94,996 93,695 99,994 99,233 96,689 5.55 % (10.00) %
Residential real estate 365,188 356,658 356,418 348,196 343,474 9.57 % 4.92 %
Consumer 96,902 98,063 100,528 99,985 95,972 (4.74) % (7.21) %
Total $ 1,381,636 $ 1,365,508 $ 1,349,463 $ 1,334,674 $ 1,334,402 4.72 % 4.77 %

Deposits

The following table displays deposit balances as of:

June 30<br>2024 March 31<br>2024 December 31<br>2023 September 30<br>2023 June 30<br>2023 Annualized Growth %<br>Quarter to Date Annualized Growth %<br>Year to Date
Noninterest bearing demand deposits $ 412,193 $ 413,272 $ 428,505 $ 445,043 $ 458,845 (1.04) % (7.61) %
Interest bearing demand deposits 338,329 349,401 320,737 363,558 335,922 (12.68) % 10.97 %
Savings 603,328 639,491 628,079 628,795 606,644 (22.62) % (7.88) %
Certificates of deposit 368,449 366,143 346,374 332,078 313,537 2.52 % 12.75 %
Total $ 1,722,299 $ 1,768,307 $ 1,723,695 $ 1,769,474 $ 1,714,948 (10.41) % (0.16) %

Table of Contents

Asset Quality Analysis

The following table outlines our quarter-to-date asset quality analysis as of, and for the three-month periods ended:

June 30<br>2024 March 31<br>2024 December 31<br>2023 September 30<br>2023 June 30<br>2023
NONPERFORMING ASSETS
Commercial and industrial $ 271 $ 567 $ 491 $ 17 $ 17
Commercial real estate — 234 — — —
Agricultural 167 189 205 208 218
Residential real estate 556 293 286 295 179
Consumer — — — — —
Total nonaccrual loans 994 1,283 982 520 414
Accruing loans past due 90 days or more 15 — 87 — 133
Total nonperforming loans 1,009 1,283 1,069 520 547
Foreclosed assets 629 579 406 509 405
Debt securities 12 12 12 77 77
Total nonperforming assets $ 1,650 $ 1,874 $ 1,487 $ 1,106 $ 1,029
Nonperforming loans to gross loans 0.07 % 0.09 % 0.08 % 0.04 % 0.04 %
Nonperforming assets to total assets 0.08 % 0.09 % 0.07 % 0.05 % 0.05 %
ACL as a % of nonaccrual loans 1,317.40 % 1,043.65 % 1,334.83 % 2,455.19 % 3,099.76 %
ALLOWANCE FOR CREDIT LOSSES
Allowance at beginning of period $ 13,390 $ 13,108 $ 12,767 $ 12,833 $ 12,640
Charge-offs 527 191 452 179 92
Recoveries 134 145 71 433 95
Net loan charge-offs (recoveries) 393 46 381 (254) (3)
Provision for credit losses - loans 98 328 722 (320) 190
Allowance at end of period $ 13,095 $ 13,390 $ 13,108 $ 12,767 $ 12,833
ACL to gross loans 0.95 % 0.98 % 0.97 % 0.96 % 0.96 %
NET LOAN CHARGE-OFFS (RECOVERIES)
Commercial and industrial $ 334 $ (2) $ 242 $ (41) $ (4)
Commercial real estate (29) (6) (3) (3) (10)
Agricultural — (2) (6) — 2
Residential real estate (19) (63) (14) (266) (25)
Consumer 107 119 162 56 34
Total $ 393 $ 46 $ 381 $ (254) $ (3)
Net (recoveries) charge-offs (Quarter to Date annualized to average loans) 0.03 % 0.00 % 0.03 % (0.02) % 0.00 %
Net (recoveries) charge-offs (Year to Date annualized to average loans) 0.12 % 0.00 % 0.03 % (0.02) % 0.00 %
DELINQUENT AND NONACCRUAL LOANS
Accruing loans 30-89 days past due $ 1,484 $ 7,938 $ 3,895 $ 715 $ 3,132
Accruing loans past due 90 days or more 15 — 87 — 133
Total accruing past due loans 1,499 7,938 3,982 715 3,265
Nonaccrual loans 994 1,283 982 520 414
Total past due and nonaccrual loans $ 2,493 $ 9,221 $ 4,964 $ 1,235 $ 3,679

Table of Contents

Capital

Capital consists solely of common stock, retained earnings, and accumulated other comprehensive income (loss). We are authorized to raise capital through dividend reinvestment, employee and director stock purchases, and shareholder stock purchases. Pursuant to these authorizations, we issued 43,980 shares or $840 of common stock during the first six months of 2024, as compared to 37,983 shares or $846 of common stock during the same period in 2023. We offer the Directors Plan in which participants purchase stock units through deferred fees, in lieu of cash payments. Pursuant to this plan, we increased shareholders’ equity by $279 and $428 during the six-month periods ended June 30, 2024 and 2023, respectively. We also grant restricted stock awards pursuant to the RSP. Pursuant to this plan, we increased shareholders’ equity by $45 during the first six months of 2024, as compared to $128 during the same period in 2023.

We have publicly announced a common stock repurchase plan. Pursuant to this plan, we repurchased 72,093 shares or $1,402 of common stock during the first six months of 2024 and 100,578 shares or $2,409 during the first six months of 2023. As of June 30, 2024, we were authorized to repurchase up to an additional 198,713 shares of common stock.

The FRB has established minimum risk-based capital guidelines. Pursuant to these guidelines, a framework has been established that assigns risk weights to each category of on and off-balance-sheet items to arrive at risk adjusted total assets. Regulatory capital is divided by the risk adjusted assets with the resulting ratio compared to the minimum standard to determine whether a corporation has adequate capital.

The following table sets forth our ratios as of:

June 30<br>2024 March 31<br>2024 December 31<br>2023 September 30<br>2023 June 30<br>2023
Common equity tier 1 capital 12.37 % 12.36 % 12.54 % 12.43 % 12.39 %
Tier 1 capital 12.37 % 12.36 % 12.54 % 12.43 % 12.39 %
Total capital 15.29 % 15.31 % 15.52 % 15.39 % 15.37 %
Tier 1 leverage 8.83 % 8.80 % 8.76 % 8.77 % 8.70 %

Liquidity

Liquidity is monitored regularly by our ALCO, which consists of members of senior management. The committee reviews projected cash flows, key ratios, and liquidity available from both primary and secondary sources.

Our primary sources of liquidity are cash and cash equivalents and unencumbered AFS securities. These categories totaled $339,911, or 16.50% of assets, as of June 30, 2024, compared to $381,417, or 18.52%, as of December 31, 2023. The decrease in the amount and percentage of primary liquidity is a direct result of an increase in loans and a decrease in unencumbered AFS securities collateralizing non-market funding. Liquidity is important for financial institutions because of their need to meet loan funding commitments, depositor withdrawal requests, and various other commitments including expansion of operations, investment opportunities, and payment of cash dividends. Based on these same factors, daily liquidity could vary significantly.

Deposit accounts are our primary source of funds. Our secondary sources include the ability to borrow from the FHLB, from the FRB, and through various correspondent banks in the form of federal funds purchased and a line of credit. These funding methods typically carry a higher interest rate than traditional market deposit accounts. Some borrowed funds, including FHLB advances, FRB Discount Window advances, and repurchase agreements, require us to pledge assets, typically in the form of AFS securities or loans, as collateral. As of June 30, 2024, we had available lines of credit of $320,551.

Table of Contents

The frequency and complexity of our liquidity stress testing has increased due to economic uncertainty and changes within the interest rate and economic environment. Our liquidity position remained strong at June 30, 2024, which is illustrated in the following table:

June 30<br>2024 March 31<br>2024 December 31<br>2023 September 30<br>2023 June 30<br>2023
Total cash and cash equivalents $ 23,559 $ 25,218 $ 33,672 $ 115,879 $ 29,880
Brokered CD capacity 120,000 120,000 120,000 120,000 120,000
Available lines of credit
Fed funds lines with correspondent banks 93,000 93,000 93,000 73,000 93,000
FHLB borrowings 194,403 248,624 211,860 182,125 186,284
FRB Discount Window 28,148 28,083 28,220 27,785 27,927
Other lines of credit 5,000 5,000 5,000 5,000 5,000
Total available lines of credit 320,551 374,707 338,080 287,910 312,211
Unencumbered lendable value of FRB collateral, estimated (1) 290,000 310,000 320,000 320,000 360,000
Total cash and liquidity $ 754,110 $ 829,925 $ 811,752 $ 843,789 $ 822,091
Uninsured deposits $ 623,245 $ 658,564 $ 600,381 $ 615,633 $ 566,694
Coverage ratio of uninsured deposits with total cash and liquidity 121 % 126 % 135 % 137 % 145 %

(1) Includes estimated unencumbered lendable value of FHLB collateral of $210,000 as of June 30, 2024.

Fair Value

We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. AFS securities, cash flow hedge derivative instruments and certain liabilities are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record at fair value other assets on a nonrecurring basis, such as mortgage loans AFS, collateral dependent loans, goodwill, foreclosed assets, OMSR, and certain other assets and liabilities. These nonrecurring fair value adjustments typically involve the application of lower of cost or market accounting or write downs of individual assets.

For further information regarding fair value measurements see “Note 7 – Fair Value” of our interim condensed consolidated financial statements.

Market Risk

Our primary market risks are interest rate risk and liquidity risk. IRR is the exposure of our net interest income to changes in interest rates. IRR results from the difference in the maturity or repricing frequency of a financial institution's interest earning assets and its interest bearing liabilities. Managing IRR is the fundamental method by which financial institutions earn income and create shareholder value. Excessive exposure to IRR could pose a significant risk to our earnings and capital.

The FRB has adopted a policy requiring banks to effectively manage the various risks that can have a material impact on safety and soundness. The risks include credit, interest rate, liquidity, operational, and reputational. We have policies, procedures, and internal controls for measuring and managing these risks. Specifically, our ALCO policy and procedures include defining acceptable types and terms of investments and funding sources, liquidity requirements, limits on investments in long-term assets, limiting the mismatch in repricing opportunities of assets and liabilities, and the frequency of measuring and reporting to our Board of Directors.

The primary technique to measure IRR is simulation analysis. Simulation analysis forecasts the effects on the balance sheet structure and net interest income under a variety of scenarios that incorporate changes in interest rates, the shape of yield curves, interest rate relationships, loan prepayments, and funding sources. These forecasts are compared against net interest income projected in a stable interest rate environment. While many assets and liabilities reprice either at maturity or in accordance with their contractual terms, several balance sheet components demonstrate characteristics that require an evaluation to more accurately reflect their repricing behavior. Key assumptions in the simulation analysis include prepayments on loans, probable calls of investment securities, changes in market conditions, loan volumes and loan pricing, deposit sensitivity, and customer preferences. These assumptions are inherently uncertain as they are subject to fluctuation and revision in a dynamic rate environment. As a result, the simulation analysis cannot precisely forecast the impact of rising and falling interest rates on net interest income. Actual results will differ from simulated results due to many other factors, including changes in balance sheet components, interest rate changes, changes in market conditions, and management strategies. We regularly monitor our projected net interest income sensitivity to ensure that it remains within established limits.

Table of Contents

The following table summarizes our interest rate sensitivity for 12 and 24 months as of June 30, 2024. The results displayed in the table reflect the modeling of immediate shifts in the yield curve and a flat balance sheet and may not reflect actual or expected changes.

June 30, 2024
12 Months 24 Months
Immediate basis point change assumption (short-term) - 200 - 100 + 100 + 200 - 200 - 100 + 100 + 200
Percent change in net interest income vs. constant rate 0.11 % 0.24 % (0.18) % (0.36) % 1.32 % 1.04 % (1.25) % (2.67) %

Gap analysis, the secondary method to measure IRR, measures the cash flows and/or the earliest repricing of our interest bearing assets and liabilities. This analysis is useful for measuring trends in the repricing characteristics of the balance sheet. Significant assumptions are required in this process because of the embedded repricing options contained in assets and liabilities. Residential real estate and consumer loans allow the borrower to repay the balance prior to maturity without penalty, while commercial and agricultural loans may have prepayment penalties. The amount of prepayments is dependent upon many factors, including the interest rate of a given loan in comparison to the current offering rates, the level of home sales, and the overall availability of credit in the marketplace. Generally, a decrease in interest rates will result in an increase in cash flows from these assets. Savings and demand accounts may generally be withdrawn on request without prior notice. The timing of cash flows from these deposits is estimated based on historical experience. Certificates of deposit have penalties that discourage early withdrawals.

We do not believe there has been a material change in the nature or categories of our primary market risk exposure, or the particular markets that present the primary risk of loss. We do not know of or expect there to be any material change in the general nature of our primary market risk exposure in the near term, and we do not expect to make material changes to our market risk methods in the near term. We may change those methods in the future to adapt to changes in circumstances or to implement new techniques.

Gap analysis is also utilized as a method to measure interest rate sensitivity. Interest rate sensitivity is determined by the amount of earning assets and interest bearing liabilities repricing within a specific time period, and their relative sensitivity to a change in interest rates. We strive to achieve reasonable stability in the net interest margin through periods of changing interest rates.

Contractual Obligations and Loan Commitments

We have various financial obligations, including contractual obligations and commitments related to deposits and borrowings, which may require future cash payments. We also have loan related commitments that may impact liquidity. The commitments include unused lines of credit, commercial and standby letters of credit, and commitments to grant loans. These commitments to grant loans include residential mortgage loans with the majority committed to be sold to the secondary market. Many of these commitments historically have expired without being drawn upon and do not necessarily represent our future cash requirements.

We are party to credit related financial instruments with off-balance-sheet risk. These financial instruments are entered into in the normal course of business to meet the financing needs of our customers. These financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. The contractual or notional amounts of these instruments reflect the extent of involvement we have in a particular class of financial instrument.

Our exposure to credit-related loss in the event of nonperformance by the counterparties to the financial instruments for commitments to extend credit and standby letters of credit could be up to the contractual notional amount of those instruments. We use the same credit policies when analyzing the creditworthiness of counterparties as we do for extending loans to customers. No significant losses are anticipated as a result of these commitments.

Table of Contents

Non-GAAP Financial Measures

Our accounting and reporting policies conform to GAAP and the prevailing practices in the financial services industry. However, we also evaluate our performance by reference to certain additional financial measures discussed in this Quarterly Report on Form 10-Q that we identify as being “non-GAAP financial measures.” In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios, or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this Quarterly Report on Form 10-Q should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this report may differ from that of other companies reporting measures with similar names.

The following table provides more detailed analysis, and reconciliation for, our non-GAAP financial measures.

Three Months Ended Six Months Ended
June 30<br>2024 March 31<br>2024 December 31<br>2023 September 30<br>2023 June 30<br>2023 June 30<br>2024 June 30<br>2023
Noninterest expenses $ 12,895 $ 12,676 $ 11,915 $ 12,658 $ 12,539 $ 25,571 $ 24,737
Amortization of acquisition intangibles 1 — 1 — 1 1 2
Core noninterest expense (A) $ 12,894 $ 12,676 $ 11,914 $ 12,658 $ 12,538 $ 25,570 $ 24,735
Net interest income $ 13,550 $ 13,242 $ 13,612 $ 14,302 $ 14,679 $ 26,792 $ 30,030
Tax equivalent adjustment for net interest margin 237 246 246 250 255 483 527
Net interest income (FTE) (B) 13,787 13,488 13,858 14,552 14,934 27,275 30,557
Noninterest income 3,608 3,468 3,516 3,414 3,604 7,076 6,897
Tax equivalent adjustment for efficiency ratio 53 51 50 48 47 104 95
Core revenue (FTE) 17,448 17,007 17,424 18,014 18,585 34,455 37,549
Nonrecurring items
Net gains on sale of AFS securities — — — — 66 — 67
Net gains (losses) on foreclosed assets 6 69 8 75 53 75 75
Total nonrecurring items 6 69 8 75 119 75 142
Adjusted core revenue (C) $ 17,442 $ 16,938 $ 17,416 $ 17,939 $ 18,466 $ 34,380 $ 37,407
Efficiency ratio (A/C) 73.93 % 74.84 % 68.41 % 70.56 % 67.90 % 74.37 % 66.12 %
Average earning assets (D) 1,948,173 1,943,758 1,943,937 1,927,906 1,921,913 1,945,965 1,930,902
Net yield on interest earning assets (FTE) (B/D) 2.83 % 2.78 % 2.85 % 3.02 % 3.11 % 2.80 % 3.17 %

Table of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The information presented in the section captioned “Market Risk” in Management's Discussion and Analysis of Financial Condition and Results of Operations is incorporated herein by reference.

Item 4. Controls and Procedures.

DISCLOSURE CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of June 30, 2024, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of June 30, 2024, were effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the most recent fiscal quarter, no change occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are not involved in any material legal proceedings. We are involved in ordinary, routine litigation incidental to our business; however, no such routine proceedings are expected to result in any material adverse effect on operations, earnings, financial condition, or cash flows.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

(A)None

(B)None

(C)Repurchases of Common Stock

We have adopted and publicly announced a common stock repurchase plan. The plan was last amended on April 28, 2021, to allow for the repurchase of an additional 500,000 shares of common stock after that date. These authorizations do not have expiration dates. As common shares are repurchased under this plan, they are retired with the status of authorized, but unissued, shares.

The following table provides information for the three-month period ended June 30, 2024, with respect to this plan:

Common Shares Repurchased Total Number of Common Shares Purchased as Part of Publicly Announced Plan or Program Maximum Number of Common Shares That May Yet Be Purchased Under the Plans or Programs
Number Average Price<br>Per Common Share
March 31, 2024 234,322
April 1 - 30 25,857 $ 18.60 25,857 208,465
May 1 - 31 4,448 18.44 4,448 204,017
June 1 - 30 5,304 18.67 5,304 198,713
June 30, 2024 35,609 $ 18.59 35,609 198,713

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Securities Trading Plans of Executive Officers

During the fiscal quarter ended June 30, 2024, none of the Corporation’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement, or a non-Rule 10b5-1 trading arrangement, in each case as defined in Item 408 of Regulation S-K.

Table of Contents

Item 6. Exhibits.

(a) Exhibits

Exhibit Number Exhibits
4.1 Indenture, dated as of June 2, 2021, by and between Isabella Bank Corporation and UMB Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2021)
4.2 Form of 3.25% Fixed-to-Floating Rate Subordinated Note due 2031 (included in the Indenture included as Exhibit 4.1 to this Quarterly Report on Form 10-Q)
10.1 Form of Subordinated Note Purchase Agreement, dated as of June 2, 2021, by and among the Corporation and the several Purchasers (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2021)
10.2 Form of Registration Rights Agreement, dated as of June 2, 2021, by and among the Corporation and the several Purchasers (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2021)
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Executive Officer
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Principal Financial Officer
32 Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
101.1* 101.INS (Inline XBRL Instance Document)
101.SCH (Inline XBRL Taxonomy Extension Schema Document)
101.CAL (Inline XBRL Calculation Linkbase Document)
101.LAB (Inline XBRL Taxonomy Label Linkbase Document)
101.DEF (Inline XBRL Taxonomy Linkbase Document)
101.PRE (Inline XBRL Taxonomy Presentation Linkbase Document)
104 Cover Page Interactive Data File

*    In accordance with Rule 406T of Regulations S-T, the XBRL related information shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Isabella Bank Corporation
Date: August 12, 2024 /s/ Jerome E. Schwind
Jerome E. Schwind
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 12, 2024 /s/ William M. Schaefer
William M. Schaefer
Chief Financial Officer
(Principal Financial Officer)

54

Document

Exhibit 31.1

I, Jerome E. Schwind, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Isabella Bank Corporation (the “registrant”).

2.Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report.

3.Based on my knowledge, the consolidated financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report.

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2024 /s/ Jerome E. Schwind
President and Chief Executive Officer
(Principal Executive Officer)

Document

Exhibit 31.2

I, William M. Schaefer, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Isabella Bank Corporation (the “registrant”).

2.Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report.

3.Based on my knowledge, the consolidated financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report.

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2024 /s/ William M. Schaefer
Chief Financial Officer
(Principal Financial Officer)

Document

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Isabella Bank Corporation (the “Corporation”) on Form 10-Q for the quarterly period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jerome E. Schwind, President and Chief Executive Officer and William M. Schaefer, Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Corporation.

/s/ Jerome E. Schwind
President and Chief Executive Officer
(Principal Executive Officer)
August 12, 2024
/s/ William M. Schaefer
Chief Financial Officer
(Principal Financial Officer)
August 12, 2024

Report a Problem

Category
Description
Email (optional, for follow-up)