Equibles

10-Q

River Financial Corp (RVRF)

10-Q 2024-05-07 For: 2024-03-31
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 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: 333-205986

RIVER FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

ALABAMA 46-1422125
( State or other jurisdiction of<br><br>incorporation or organization) (I.R.S. Employer<br>Identification No.)
2611 Legends Drive<br><br>Prattville, Alabama 36066
(Address of principal executive offices) (Zip Code)

(334) 290-1012

“Registrant’s telephone number, including area code”

Securities registered pursuant to Section 12(b) of the Act: None

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

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 ☒

As of May 1, 2024, the registrant had 7,664,055 shares of common stock, $1.00 par value per share, outstanding.

Auditor Firm Id: 669 Auditor Name: Mauldin & Jenkins, LLC Auditor Location: Birmingham, Alabama, USA

Table of Contents

Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 5
Consolidated Statements of Financial Condition 5
Consolidated Statements of Income 6
Consolidated Statements of Comprehensive Income 7
Consolidated Statements of Changes in Stockholders’ Equity 8
Consolidated Statements of Cash Flows 9
Notes to Unaudited Consolidated Financial Statements 10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35
Item 3. Quantitative and Qualitative Disclosures About Market Risk 58
Item 4. Controls and Procedures 58
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 59
Item 1A. Risk Factors 59
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 59
Item 3. Defaults Upon Senior Securities 59
Item 4. Mine Safety Disclosures 59
Item 5. Other Information 59
Item 6. Exhibits 60
Signatures 62

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that reflect our current views with respect to, among other things, future events and financial performance, which involve substantial risks and uncertainties. Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Forward-looking statements are not historical facts and include any statement that, without limitation, may predict, forecast, indicate or imply future results, performance or achievements instead of historical or current facts and may contain words like “anticipates,” “approximately,” “believes,” “budget,” “can,” “could,” “continues,” “contemplates,” “estimates,” “expects,” “forecast,” “intends,” “may,” “might,” “objective,” “outlook,” “predicts,” “probably,” “plans,” “potential,” “project,” “seeks,” “shall,” “should,” “target,” “will,” or the negative of these terms and other words, phrases, or expressions with similar meaning.

Any forward-looking statements contained in this Quarterly Report on Form 10-Q are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from those projected in the forward-looking statements, and the Company cannot give assurances that such statements will prove to be correct. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information or otherwise. Given these uncertainties, the reader should not place undue reliance on forward-looking statements as a prediction of actual results. Factors that could cause actual results to differ materially from those projected or estimated by us include those that are discussed herein as well as in our Annual Report on Form 10-K for the year ended December 31, 2023, under “Part I, Item 1A. – Risk Factors,” as well as other unknown risks and uncertainties. Factors that might cause such differences include, but are not limited to:

Acquisition related factors:

• The businesses of any bank acquired by us may not be integrated successfully or the integration may be more difficult, time-consuming or costly than expected;

• The expected growth opportunities or costs savings from such transactions may not be fully realized or may take longer to realize than expected;

• Revenues following such transactions may be lower than expected as a result of losses of customers or other reasons;

• Deposit attrition, operating costs, customer loss and business disruption following such transactions, including difficulties in maintaining relationships with employees, may be greater than expected;

• Governmental approvals of such transactions may not be obtained on the proposed terms or expected timeframe;

• Reputational risks and the reaction of the companies’ customers to such transactions;

• Diversion of management time on merger related issues.

Factors affecting our Bank generally:

• Changes in asset quality and credit risk of our Bank;

• Inflation;

• Customer acceptance of our products and services;

• Customer borrowing, repayment, investment and deposit practices;

• The negative impact on profitability imposed on us by a compressed net interest margin on loans and other extensions of credit that affects our ability to lend profitably and to price loans effectively in the face of competitive pressures;

• Our liquidity requirements could be adversely affected by changes in our assets and liabilities;

• Our ability to attract, develop and retain qualified banking professionals;

• Failure to attract or retain stable deposits at reasonable cost that is competitive with the larger international, national, and regional financial service providers with which we compete;

• Significant reliance on loans secured by real estate and the associated vulnerability to downturns in the local real estate market, natural disasters and other variables impacting the value of real estate;

• The introduction, withdrawal, success and timing of business initiatives;

• The impact, extent, and timing of technological changes;

• A weakening of the economies in which we conduct operations may adversely affect our operating results;

• The U.S. legal and regulatory framework, changes in such framework, or official or informal mandates directed by state and federal regulators in reports of examination or other mandates could adversely affect our operating results;

• The interest rate environment may compress margins and adversely affect net interest income and negatively affect the market value of state, county and municipal securities held for investment;

• Competition from other financial services companies in our markets could adversely affect operations; and

• Interruption in our business and the businesses of our customers caused by a downturn in the economy and possible weather-related conditions such as tornadoes or hurricanes.

You should also consider carefully the risk factors referred to in Item 1A of Part II of this Form 10-Q, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition. The risks discussed in this report are factors that, individually or in the aggregate, management believes could cause our actual results to differ materially from expected and historical results. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider such disclosures to be a complete discussion of all potential risks or uncertainties. Factors not here or there listed may develop or, if currently extant, we may not have yet recognized them.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Item 1. Consolidated Financial Statements (Unaudited)

RIVER FINANCIAL CORPORATION

Consolidated Statements of Financial Condition

(in thousands except share data)

December 31, 2023
Audited
Assets
Cash and due from banks 33,038 $ 32,572
Interest-bearing deposits in banks 134,893 7,975
Federal funds sold 46,000 32,000
Cash and cash equivalents 213,931 72,547
Certificates of deposit in banks 4,218 4,218
Securities held-to-maturity, at amortized cost (fair value of 100,538 and 103,174, respectively) 125,711 126,793
Securities available-for-sale, at fair value (amortized cost of 671,255 and 703,915, respectively) 584,438 621,091
Loans held for sale 4,554 4,595
Loans, net of deferred fees and discounts 2,269,845 2,240,006
Less allowance for credit losses (29,856 ) (28,991 )
Net loans 2,239,989 2,211,015
Premises and equipment, net 45,536 45,216
Accrued interest receivable 14,090 14,091
Bank owned life insurance 47,342 47,001
Foreclosed assets 924 92
Deferred income taxes, net 30,784 29,901
Core deposit intangible 1,306 1,445
Goodwill 27,817 27,817
Restricted equity securities 12,526 13,433
Other assets 15,394 15,995
Total assets 3,368,560 $ 3,235,250
Liabilities and Shareholders' Equity
Noninterest-bearing deposits 647,499 $ 628,415
Interest-bearing deposits 2,246,263 2,102,240
Total deposits 2,893,762 2,730,655
Securities sold under agreements to repurchase 14,588 16,731
Federal Home Loan Bank advances 205,000 230,000
Subordinated debentures, net of loan costs 39,510 39,492
Accrued interest payable and other liabilities 13,490 15,551
Total liabilities 3,166,350 3,032,429
Common stock related to 401(k) Employee Stock Ownership Plan 4,484 4,483
Stockholders' Equity
Preferred stock (0.01 par value; 1,000,000 shares authorized; no shares issued or outstanding) - -
Common stock (1 par value; 15,000,000 shares authorized; 7,677,124 and 7,670,318 shares issued; 7,664,055 and 7,655,860 shares outstanding at March 31, 2024 and December 31, 2023, respectively) 7,677 7,670
Additional paid-in capital 137,195 137,017
Retained earnings 126,310 124,333
Accumulated other comprehensive loss (66,934 ) (64,003 )
Unvested restricted stock (1,585 ) (1,700 )
Treasury stock at cost (13,069 and 14,458 shares, respectively) (453 ) (496 )
Common stock related to 401(k) Employee Stock Ownership Plan (4,484 ) (4,483 )
Total stockholders' equity 197,726 198,338
Total equity 202,210 202,821
Total liabilities and stockholders' equity 3,368,560 $ 3,235,250

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements.

RIVER FINANCIAL CORPORATION

Unaudited Consolidated Statements of Income

(in thousands except per share data)

For the Three Months Ended:
March 31,
2024 2023
Interest income:
Loans, including fees $ 33,948 $ 23,751
Taxable securities 3,390 3,657
Nontaxable securities 346 467
Federal funds sold 419 153
Other interest income 932 617
Total interest income 39,035 28,645
Interest expense:
Deposits 14,644 7,820
Short-term borrowings 132 99
Federal Home Loan Bank advances 2,257 1,187
Subordinated debentures 418 415
Note payable - 87
Total interest expense 17,451 9,608
Net interest income 21,584 19,037
Provision for credit losses 1,309 1,311
Net interest income after provision for credit losses 20,275 17,726
Noninterest income:
Service charges and fees 1,985 1,738
Investment brokerage revenue 191 163
Mortgage operations 953 650
Bank owned life insurance income 341 310
Net loss on sales of investment securities (1,432 ) -
Other noninterest income 524 219
Total noninterest income 2,562 3,080
Noninterest expense:
Salaries and employee benefits 9,191 8,568
Occupancy expenses 981 908
Equipment rentals, depreciation, and maintenance 524 472
Telephone and communications 126 141
Advertising and business development 249 295
Data processing 1,026 1,020
Foreclosed assets, net 35 10
Federal deposit insurance and other regulatory assessments 724 571
Legal and other professional services 352 365
Other operating expenses 2,074 1,982
Total noninterest expense 15,282 14,332
Income before income taxes 7,555 6,474
Provision for income taxes 1,745 1,367
Net income $ 5,810 $ 5,107
Basic net earnings per common share $ 0.76 $ 0.77
Diluted net earnings per common share $ 0.75 $ 0.76
Dividends per common share $ 0.50 $ 0.48

The accompanying notes are an integral part of these financial statements.

RIVER FINANCIAL CORPORATION

Unaudited Consolidated Statements of Comprehensive Income

(in thousands)

For the Three Months Ended
March 31,
2024 2023
Net income $ 5,810 $ 5,107
Other comprehensive (loss) income, net of tax:
Investment securities available-for-sale:
Net unrealized (losses) gains (5,263 ) 12,607
Income tax effect 1,321 (3,166 )
Reclassification adjustments for losses realized in net income 1,432 -
Income tax effect (360 ) -
Reclassification adjustment for accretion of unrealized holding loss included in accumulated other comprehensive loss from the transfer of securities from available-for-sale to held-to-maturity (82 ) (2,896 )
Income tax effect 21 727
Other comprehensive (loss) income, net of tax (2,931 ) 7,272
Comprehensive income $ 2,879 $ 12,379

The accompanying notes are an integral part of these financial statements.

RIVER FINANCIAL CORPORATION

Unaudited Consolidated Statements of Changes in Stockholders' Equity

(in thousands except share and per share data)

Common <br>Stock Additional<br> Paid In <br>Capital Retained <br>Earnings Accumulated<br> Other <br>Comprehensive<br> Loss Unvested<br> Restricted<br> Stock Treasury <br>Stock Common <br>Stock <br>Related<br> to ESOP Total <br>Stockholders'<br> Equity
Balance at December 31, 2023 $7,670 $137,017 $124,333 $(64,003) $(1,700) $(496) $(4,483) $198,338
Net income - - 5,810 - - - - 5,810
Other comprehensive loss, net of tax - - - (2,931) - - - (2,931)
Exercise of stock options (6,806 shares) 7 151 - - - - - 158
Purchase of treasury stock (3,476 shares) - - - - - (118) - (118)
Sale of treasury shares (4,865 shares) - 4 - - - 161 - 165
Dividends declared ($0.50 per share) - - (3,833) - - - - (3,833)
Stock-based compensation expense - 23 - - 115 - - 138
Change for ESOP related shares - - - - - - (1) (1)
Balance at March 31, 2024 $7,677 $137,195 $126,310 $(66,934) $(1,585) $(453) $(4,484) $197,726

The accompanying notes are an integral part of these financial statements.

RIVER FINANCIAL CORPORATION

Unaudited Consolidated Statements of Cash Flows

(in thousands)

For the Three Months
Ended March 31,
2024 2023
Cash Flows From Operating Activities:
Net Income $ 5,810 $ 5,107
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses 1,309 1,311
Provision for losses on foreclosed assets 15 30
Amortization of securities 648 746
Accretion of securities (102 ) (116 )
Realized net loss on sales of securities available-for-sale 1,432 -
Accretion of discount on acquired loans (2 ) (3 )
Accretion of deferred loan fees / costs (1,117 ) (969 )
Amortization of core deposit intangible asset 139 186
Amortization of debt issuance costs 18 19
Stock-based compensation expense 138 134
Bank owned life insurance income (341 ) (310 )
Depreciation and amortization of premises and equipment 800 666
(Gain) loss on sales of foreclosed assets - (45 )
Deferred income tax benefit 99 (114 )
(Increase) decrease in operating assets and (decrease) increase in operating liabilities:
Loans held-for-sale 41 (2,023 )
Accrued interest receivable 1 (40 )
Other assets 601 (549 )
Accrued interest payable and other liabilities (2,061 ) 1,072
Net cash from operating activities 7,428 5,102
Cash Flows From (Used For) Investing Activities:
Maturity of certificate of deposit - 245
Activity in securities available-for-sale:
Sales of securities available-for-sale 33,681 -
Maturities, payments, calls of securities available-for-sale 10,610 10,072
Purchases of securities available-for-sale (13,562 ) (4,943 )
Activity in securities held-to-maturity:
Maturities, payments, calls of securities held-to-maturity 1,115 1,172
Loan principal originations, net (30,014 ) (106,407 )
Proceeds from sale of foreclosed assets 3 426
Purchases of premises and equipment (1,120 ) (1,514 )
Redemption (purchase) of restricted equity securities, net 907 (219 )
Net cash from (used for) investing activities 1,620 (101,168 )
Cash Flows From Financing Activities:
Net increase in deposits 163,107 149,735
Net (decrease) increase in securities sold under agreements to repurchase (2,143 ) 8,523
Proceeds from Federal Home Loan Bank advances - 70,000
Repayment of Federal Home Loan Bank advances (25,000 ) (70,000 )
Proceeds from issuance of line of credit - 12,000
Repayment of Federal Reserve Bank discount window borrowings - (25,000 )
Proceeds from exercise of common stock options 158 254
Purchase of treasury stock (118 ) (472 )
Sale of treasury stock 165 159
Cash dividends (3,833 ) (3,208 )
Net cash from financing activities 132,336 141,991
Net Change In Cash And Cash Equivalents 141,384 45,925
Cash and Cash Equivalents At Beginning Of Period 72,547 74,826
Cash and Cash Equivalents At End Of Period $ 213,931 $ 120,751
Supplemental Disclosures Of Cash Flows Information:
Cash Payments For:
Interest paid to depositors $ 14,384 $ 7,696
Interest paid on borrowings $ 2,752 $ 1,835
Non-cash investing and financing activities:
Transfer of loans to foreclosed assets $ 850 $ -
Restricted stock grant $ - $ 53

The accompanying notes are an integral part of these financial statements.

River Financial Corporation

Notes to Unaudited Consolidated Financial Statements

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

Note 1 – Basis of Presentation

General

The unaudited consolidated financial statements include the accounts of River Financial Corporation (“River” or the “Company”) and its wholly owned subsidiary, River Bank & Trust (“Bank”). The Bank provides a full range of commercial and consumer banking services primarily in the Montgomery, Alabama metropolitan area, Autauga, Baldwin, Chilton, Coffee, Elmore, Etowah, Houston, Jefferson, Lee, Madison, Mobile, Morgan and Tallapoosa counties and surrounding counties in Alabama. The Bank is primarily regulated by the Federal Deposit Insurance Corporation (FDIC) and undergoes periodic examinations by this regulatory agency and the Alabama Banking Department. The Company is regulated by the Federal Reserve Bank (FRB) and is also subject to periodic examinations.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly River Financial Corporation’s consolidated statements of financial condition, statements of income, statements of comprehensive income, statements of changes in stockholders’ equity and statements of cash flows for the periods presented, and all such adjustments are of a normal recurring nature. All material intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the entire year.

These interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and, therefore, certain information and note disclosures normally presented in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been omitted or abbreviated. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes as of December 31, 2023, which are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Estimates are used in accounting for, among other items, the allowance for credit losses, foreclosed asset valuations, useful lives for depreciation and amortization, fair value of financial instruments, deferred taxes, and contingencies. Estimates that are particularly susceptible to significant change for the Company include the determination of the allowance for credit losses, investment securities impairment, and assessment of deferred tax assets and liabilities, and therefore are critical accounting policies. Management does not anticipate any material changes to estimates in the near term. Factors that may cause sensitivity to the aforementioned estimates include but are not limited to: external market factors such as market interest rates and employment rates, changes to operating policies and procedures, economic conditions in our markets, and changes in applicable banking regulations. Actual results may ultimately differ from estimates, although management does not generally believe such differences would materially affect the consolidated financial statements in any individual reporting period presented.

Significant Accounting Policies

Allowance for credit losses and provision for credit losses

The allowance for credit losses represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The allowance for credit losses is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The Bank measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. Generally, collectively assessed loans are grouped by call report code and then risk grade grouping. Risk grade is grouped within each call report code by pass, watch, special mention, substandard, and doubtful. Other loan types are separated into their own cohorts due to specific risk characteristics for that pool of loans.

The Bank has elected a non-discounted cash flow methodology with a probability of default (PD) and loss-given default (LGD) for all cohorts. The PD calculation looks at the historical loan portfolio at particular points in time (each month during the lookback period) to determine the probability that loans in a certain cohort will default over the next 12-month period. A default is defined as a loan that has moved to past due 90 days and greater, nonaccrual status, or experienced a charge-off during the period. Currently, the Bank’s historical data is insufficient due to a minimal amount of default activity or zero defaults, therefore management uses index PDs comprised of rates derived from the PD experience of other community banks in place of the Bank’s historical PDs.

10

The LGD calculation looks at actual losses (net charge-offs) experienced over the entire lookback period for each cohort of loans. The aggregate loss amount is divided by the exposure at default to determine an LGD rate. All defaults (non-accrual, charge-off, or greater than 90 days past due) occurring during the lookback period are included in the denominator, whether a loss occurred or not and exposure at default is determined by the loan balance immediately preceding the default event (i.e. nonaccrual or charge-off). Due to the very limited charge-off history, management uses index LGDs comprised of rates derived from the LGD experience of other community banks in place of the Bank’s historical LGDs.

The Bank utilizes reasonable and supportable forecasts of future economic conditions when estimating the allowance for credit losses on loans. The calculation includes a 12-month PD forecast based on the peer index regression model comparing peer defaults to the national unemployment rate. After the forecast period, PD rates revert on a straight-line basis back to long-term historical average rates over 12 months.

The Bank recognizes that all significant factors that affect the collectability of the loan portfolio must be considered to determine the estimated credit losses as of the evaluation date. Furthermore, the methodology, in and of itself and even when selectively adjusted by comparison to market and peer data, does not provide a sufficient basis to determine the estimated credit losses. The Bank adjusts the modeled historical losses by a qualitative adjustment to incorporate all significant risks to form a sufficient basis to estimate the credit losses. These qualitative adjustments may increase or reduce reserve levels and include adjustments for lending management experience, loan review and audit results, asset quality and portfolio trends, loan portfolio growth, and concentrations, trends in underlying collateral, as well as external factors and economic conditions not already captured.

Loans that do not share risk characteristics are evaluated on an individual basis. Generally, this population includes loans on non-accrual status, however, they can also include any loan that does not share risk characteristics with its respective pool. When management determines that foreclosure is probable and the borrower is experiencing financial difficulty, the expected credit losses are based on the fair value of the collateral at the reporting date unadjusted for selling costs as appropriate. When the expected source of repayment is from a source other than the underlying collateral, impairment will generally be measured based on the present value of expected proceeds discounted at the contractual interest rate.

The loss allocations for individually assessed and collectively assessed loans are totaled to determine the total required allowance for credit losses. This total is compared to the current allowance on the Bank’s books and adjustments made accordingly by a charge or credit to the provision for credit losses.

Investment Securities Impairment

Effective January 1, 2023, the Company estimates and recognizes an allowance for credit losses for held-to-maturity (HTM) debt securities pursuant to ASU No. 2016-13. The Company has a zero loss expectation for its HTM securities portfolio, except for U.S. State and Municipal securities, and therefore it is not required to estimate an allowance for credit losses related to these securities. For HTM securities that do not have a zero loss expectation, the allowance for credit losses is based on the security’s amortized cost, excluding interest receivable, and represents the portion of the amortized cost that the Company does not expect to collect over the life of the security. The allowance for credit losses is determined using average industry credit ratings and historical loss experience, and is initially recognized upon acquisition of the securities, and subsequently remeasured on a recurring basis. The Company evaluates available for sale (AFS) debt securities that experienced a decline in fair value below amortized cost for credit impairment. In performing an assessment of whether any decline in fair value is due to a credit loss, the Company considers the extent to which the fair value is less than the amortized cost, changes in credit ratings, any adverse economic conditions, as well as all relevant information at the individual security level, such as credit deterioration of the issuer, explicit or implicit guarantees by the federal government or collateral underlying the security. If it is determined that the decline in fair value was due to credit losses, an allowance for credit losses is recorded, limited to the amount the fair value is less than the amortized cost basis. The non-credit related decrease in the fair value, such as a decline due to changes in market interest rates, is recorded in other comprehensive income, net of tax. The Company recognizes a credit impairment if the Company has the intent to sell the security, or it is more likely than not that the Bank will be required to sell the security before recovery of its amortized cost. Prior to the adoption of ASU No. 2016-13 Management evaluated AFS and HTM debt securities for other-than-temporary-impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation.

Note 2 – Reclassifications

Certain prior period amounts have been reclassified to conform to the presentation used in 2024. These reclassifications had no material effect on the operations, financial condition or cash flows of the Company.

Note 3 – Earnings Per Share

Basic earnings per common share are computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share are computed by dividing net income by the effect of the issuance of potential common shares that are dilutive and by the sum of the weighted-average number of shares of common stock outstanding. All shares owned by the Company’s 401(k) Employee Stock Ownership Plan (ESOP) are included in the earnings per share calculations.

The reconciliation of the components of the basic and diluted earnings per share is as follows (amounts in thousands):

For the Three Months
Ended March 31,
2024 2023
Net earnings available to common shareholders $5,810 $5,107
Weighted average common shares outstanding 7,662,887 6,666,765
Dilutive effect of stock options 77,294 91,882
Diluted common shares 7,740,181 6,758,647
Basic earnings per common share $0.76 $0.77
Diluted earnings per common share $0.75 $0.76

Note 4 – Investment Securities

The following tables summarize the amortized cost and fair value of securities available-for-sale and securities held-to-maturity and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive loss at March 31, 2024 and December 31, 2023 (amounts in thousands):

Amortized <br>Cost Gross <br>Unrealized <br>Gains Gross <br>Unrealized <br>Losses Fair Value
March 31, 2024:
Securities available-for-sale:
Residential mortgage-backed $ 406,554 $ 28 $ (60,105 ) $ 346,477
U.S. treasury securities 115,822 - (10,003 ) 105,819
U.S. govt. sponsored enterprises 61,738 - (5,317 ) 56,421
State, county, and municipal 70,397 - (9,418 ) 60,979
Corporate debt obligations 16,744 4 (2,006 ) 14,742
Total available-for-sale $ 671,255 $ 32 $ (86,849 ) $ 584,438
Amortized <br>Cost Gross <br>Unrealized <br>Gains Gross <br>Unrealized <br>Losses Fair Value
--- --- --- --- --- --- --- --- --- ---
March 31, 2024:
Securities held-to-maturity:
Residential mortgage-backed $ 62,884 $ - $ (12,819 ) $ 50,065
State, county, and municipal 62,827 - (12,354 ) 50,473
Total held-to-maturity $ 125,711 $ - $ (25,173 ) $ 100,538

12

Amortized <br>Cost Gross <br>Unrealized <br>Gains Gross <br>Unrealized <br>Losses Fair Value
December 31, 2023:
Securities available-for-sale:
Residential mortgage-backed $ 413,179 $ 102 $ (55,981 ) $ 357,300
U.S. treasury securities 130,713 - (10,661 ) 120,052
U.S. govt. sponsored enterprises 68,751 - (5,185 ) 63,566
State, county, and municipal 73,514 4 (8,857 ) 64,661
Corporate debt obligations 17,758 5 (2,251 ) 15,512
Total available-for-sale $ 703,915 $ 111 $ (82,935 ) $ 621,091
Amortized <br>Cost Gross <br>Unrealized <br>Gains Gross <br>Unrealized <br>Losses Fair Value
December 31, 2023:
Securities held-to-maturity:
Residential mortgage-backed $ 63,953 $ - $ (12,022 ) $ 51,931
State, county, and municipal 62,840 - (11,597 ) 51,243
Total held-to-maturity $ 126,793 $ - $ (23,619 ) $ 103,174

The unrecognized losses on held-to-maturity investment securities presented in the table above do not include unrecognized losses on securities that were transferred from available-for-sale to held-to-maturity totaling $2.54 million at March 31, 2024 and $2.62 million at December 31, 2023. These unrecognized losses are included as a separate component of stockholders' equity and are being amortized over the remaining term of the securities.

The Company has a zero loss expectation for its HTM securities portfolio, except for U.S. State and Municipal securities, and therefore it is not required to estimate an allowance for credit losses related to these securities. For HTM securities that do not have a zero loss expectation, the allowance for credit losses is based on the security’s amortized cost, excluding interest receivable, and represents the portion of the amortized cost that the Company does not expect to collect over the life of the security. The allowance for credit losses is determined using average industry credit ratings and historical loss experience, and is initially recognized upon acquisition of the securities, and subsequently remeasured on a recurring basis. The Company evaluates available for sale (AFS) debt securities that experienced a decline in fair value below amortized cost for credit impairment. In performing an assessment of whether any decline in fair value is due to a credit loss, the Company considers the extent to which the fair value is less than the amortized cost, changes in credit ratings, any adverse economic conditions, as well as all relevant information at the individual security level, such as credit deterioration of the issuer, explicit or implicit guarantees by the federal government or collateral underlying the security. If it is determined that the decline in fair value was due to credit losses, an allowance for credit losses is recorded, limited to the amount the fair value is less than the amortized cost basis. The non-credit related decrease in the fair value, such as a decline due to changes in market interest rates, is recorded in other comprehensive income, net of tax. The Company recognizes a credit impairment if the Company has the intent to sell the security, or it is more likely than not that the Bank will be required to sell the security before recovery of its amortized cost.

13

The following tables summarize securities with unrealized and unrecognized losses as of March 31, 2024 and December 31, 2023 aggregated by major security type and length of time in a continuous unrealized or unrecognized loss position (amounts in thousands):

Less Than 12 Months 12 Months or More Total
Fair Value Unrealized <br>Losses Fair Value Unrealized <br>Losses Fair Value Unrealized <br>Losses
March 31, 2024:
Securities available-for-sale:
Residential mortgage-backed $ 6,232 $ 38 $ 333,411 $ 60,067 $ 339,643 $ 60,105
U.S. treasury securities - - 105,819 10,003 105,819 10,003
U.S. govt. sponsored enterprises - - 56,421 5,317 56,421 5,317
State, county & municipal 1,497 4 59,483 9,414 60,980 9,418
Corporate debt obligations - - 12,329 2,006 12,329 2,006
Total available-for-sale $ 7,729 $ 42 $ 567,463 $ 86,807 $ 575,192 $ 86,849
Securities held-to-maturity:
Residential mortgage-backed $ - $ - $ 50,065 $ 12,819 $ 50,065 $ 12,819
State, county & municipal - - 45,127 12,354 45,127 12,354
Total held-to-maturity $ - $ - $ 95,192 $ 25,173 $ 95,192 $ 25,173
December 31, 2023:
Securities available-for-sale:
Residential mortgage-backed $ 2,028 $ 2 $ 352,807 $ 55,979 $ 354,835 $ 55,981
U.S. treasury securities - - 120,053 10,661 120,053 10,661
U.S. govt. sponsored enterprises 1,689 7 61,877 5,178 63,566 5,185
State, county & municipal - - 63,657 8,857 63,657 8,857
Corporate debt obligations 926 29 13,131 2,222 14,057 2,251
Total available-for-sale $ 4,643 $ 38 $ 611,525 $ 82,897 $ 616,168 $ 82,935
Securities held-to-maturity:
Residential mortgage-backed $ - $ - $ 51,931 $ 12,022 $ 51,931 $ 12,022
State, county & municipal - - 45,898 11,597 45,898 11,597
Total held-to-maturity $ - $ - $ 97,829 $ 23,619 $ 97,829 $ 23,619

The Company owned a total of 318 securities with unrealized losses of $112.0 million at March 31, 2024. The unrealized losses were primarily attributable to changes in interest rates, rather than deterioration in credit quality. The individual securities are each investment grade securities. The Company considers factors such as the financial condition of the issuer including credit ratings and specific events affecting the operations of the issuer, volatility of the security, underlying assets that collateralize the debt security, and other industry and macroeconomic conditions. The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell these securities before recovery of the amortized cost. The issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities. As such, there is no allowance for credit losses on available for sale or held to maturity securities recognized as of March 31, 2024. Accrued interest receivable is not included in available-for-sale security balances and is presented in accrued interest receivable on the consolidated statement of financial condition. Interest receivable on securities was approximately $2.1 million as of March 31, 2024, and was excluded from the estimate of credit losses.

As of March 31, 2024 and December 31, 2023, securities with a carrying value of approximately $366.2 million and $268.2 million, respectively, were pledged to secure public deposits as required by law. At March 31, 2024 and December 31, 2023, the carrying value of securities pledged to secure repurchase agreements was approximately $21.4 million and $26.9 million, respectively.

During the three months ended March 31, 2024, the Company sold investment securities for proceeds of $33.7 million and realized losses of $1.4 million. The net loss consisted of gross gains of $44 thousand and gross losses of $1.5 million. During the three months ended March 31, 2023, the Company did not sell any investment securities.

14

The amortized cost and estimated fair value of debt securities at March 31, 2024 and December 31, 2023, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities for residential mortgage backed securities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties. These securities are therefore not presented by maturity classification.

March 31, 2024 December 31, 2023
Amortized Cost Fair Value Amortized Cost Fair Value
(In Thousands) (In Thousands)
Securities available-for-sale
Less than 1 year $ - $ - $ 2,500 $ 2,424
1 to 5 years 150,066 137,022 163,927 150,501
5 to 10 years 48,236 42,909 51,970 46,415
After 10 years 66,399 58,030 72,339 64,451
264,701 237,961 290,736 263,791
Residential mortgage-backed securities 406,554 346,477 413,179 357,300
Total available-for-sale $ 671,255 $ 584,438 $ 703,915 $ 621,091
March 31, 2024 December 31, 2023
--- --- --- --- --- --- --- --- ---
Amortized Cost Fair Value Amortized Cost Fair Value
(In Thousands) (In Thousands)
Securities held-to-maturity
5 to 10 years $ 21,717 $ 17,626 $ 19,706 $ 16,192
After 10 years 41,110 32,847 43,134 35,051
62,827 50,473 62,840 51,243
Residential mortgage-backed securities 62,884 50,065 63,953 51,931
Total held-to-maturity $ 125,711 $ 100,538 $ 126,793 $ 103,174

Note 5 – Loans, Allowance for Credit Losses and Credit Quality

Major classifications of loans at March 31, 2024 and December 31, 2023 are summarized as follows (amounts in thousands):

March 31, 2024 December 31, 2023
Amount % of Total Amount % of Total
Residential real estate:
Closed-end 1-4 family - first lien $ 791,345 35.3 % $ 771,144 34.9 %
Closed-end 1-4 family - junior lien 12,383 0.6 % 11,814 0.5 %
Multi-family 19,402 0.9 % 26,739 1.2 %
Total residential real estate 823,130 36.8 % 809,697 36.6 %
Commercial real estate:
Nonfarm nonresidential 594,096 26.5 % 557,202 25.2 %
Farmland 68,105 3.0 % 58,532 2.6 %
Total commercial real estate 662,201 29.5 % 615,734 27.8 %
Construction and land development:
Residential 99,056 4.4 % 100,974 4.6 %
Other 165,460 7.4 % 195,724 8.9 %
Total construction and land development 264,516 11.8 % 296,698 13.5 %
Home equity lines of credit 103,643 4.6 % 95,544 4.3 %
Commercial loans:
Other commercial loans 271,725 12.1 % 273,639 12.4 %
Agricultural 61,664 2.8 % 66,510 3.0 %
State, county, and municipal loans 35,116 1.6 % 34,819 1.6 %
Total commercial loans 368,505 16.5 % 374,968 17.0 %
Consumer loans 55,909 2.5 % 55,587 2.5 %
Total gross loans 2,277,904 101.7 % 2,248,228 101.7 %
Allowance for credit losses (29,856 ) -1.3 % (28,991 ) -1.3 %
Net discounts (21 ) 0.0 % (129 ) 0.0 %
Net deferred loan fees (8,038 ) -0.4 % (8,093 ) -0.4 %
Net loans $ 2,239,989 100.0 % $ 2,211,015 100.0 %

The Bank grants loans and extensions of credit to individuals and a variety of businesses and corporations located in its general trade area. Although the Bank has a diversified loan portfolio, a substantial portion of the loan portfolio is collateralized by improved and unimproved real estate and is dependent upon the real estate market. Relevant risk characteristics for these portfolio segments generally include debt service coverage, loan-to-value ratios and financial performance on non-consumer loans and credit scores, debt-to-income, collateral type and loan-to-value ratios for consumer loans.

The loan portfolio has been disaggregated into segments and then further disaggregated into classes for certain disclosures. A portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses. There are three primary loan portfolio segments that include real estate, commercial, and consumer. A class is generally determined based on the initial measurement attribute, risk characteristic of the loan, and the Company’s method for monitoring and assessing credit risk. Classes within the real estate portfolio segment include residential real estate, commercial real estate, construction and land development and home equity lines of credit. The portfolio segments of non-real estate commercial loans and consumer loans have not been further segregated by class.

The following describe risk characteristics relevant to each of the portfolio segments:

Real estate - As discussed below, the Company offers various types of real estate loan products. All loans within this portfolio segment are particularly sensitive to the valuation of real estate:

Residential real estate and home equity lines of credit are repaid by various means such as through a borrower’s income, sale of the property, or rental income derived from the property.

16

Commercial real estate loans include both owner-occupied commercial real estate loans and other commercial real estate loans secured by income producing properties. Owner-occupied commercial real estate loans to operating businesses are long-term financing of land and buildings. These loans are repaid by cash flow generated from the business operation. Real estate loans for income-producing properties such as office and industrial buildings and retail shopping centers are repaid from rent income derived from the properties. Loans secured by farmland are repaid by various means such as through a borrower’s income, sale of the property, or rental income derived from the property.

Construction and land development loans are repaid through cash flow related to the operations, sale or refinance of the underlying property. This portfolio class includes extensions of credit to real estate developers or investors where repayment is dependent on the sale of the real estate or income generated from the real estate collateral.

Commercial loans - The commercial loan portfolio segment includes commercial and industrial loans, agricultural loans and loans to states and municipalities. These loans include those loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchases, or expansion projects. Loans are repaid by business cash flows or tax revenues. Collection risk in this portfolio is driven by the creditworthiness of the underlying borrower, particularly by cash flows from the customers’ business operations.

Consumer loans - The consumer loan portfolio segment includes direct consumer installment loans, overdrafts and other revolving credit loans. Loans in this portfolio are sensitive to unemployment and other key consumer economic measures.

Under the current expected credit losses (CECL) methodology, the allowance for credit losses is measured on a collective basis for pools of loans with similar risk characteristics. For loans that do not share similar risk characteristics with the collectively evaluated pools, evaluations are performed on an individual basis. For all loan segments collectively evaluated, losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable forecast period losses are reverted to long-term historical averages. The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses.

The following tables present the balance in the allowance for credit losses by portfolio segment. It also includes the balance in the allowance for credit losses and the recorded investment in loans by portfolio segment and based on evaluation method for the periods indicated below (amounts in thousands).

Real Estate Mortgage Loans
Construction Home equity
and land lines
Allowance for Credit Losses Residential Commercial development of credit Commercial Consumer Total
Balance - December 31, 2023 $ 7,233 $ 10,530 $ 4,646 $ 1,078 $ 4,906 $ 598 $ 28,991
Provision for credit losses 264 1,211 (738 ) 143 367 62 1,309
Loan charge-offs - (249 ) (19 ) (50 ) (88 ) (61 ) (467 )
Loan recoveries - 2 - - 16 5 23
Balance - March 31, 2024 $ 7,497 $ 11,494 $ 3,889 $ 1,171 $ 5,201 $ 604 $ 29,856
Ending balance:
Individually evaluated $ 11 $ 278 $ - $ - $ 302 $ 34 $ 625
Collectively evaluated 7,486 11,216 3,889 1,171 4,899 570 29,231
Total $ 7,497 $ 11,494 $ 3,889 $ 1,171 $ 5,201 $ 604 $ 29,856
Loans:
Individually evaluated $ 2,396 $ 1,956 $ 5 $ 202 $ 337 $ 34 $ 4,930
Collectively evaluated 820,734 660,245 264,511 103,441 368,168 55,875 2,272,974

17

Real Estate Mortgage Loans
Construction Home equity
and land lines
Allowance for Credit Losses Residential Commercial development of credit Commercial Consumer Total
Balance - December 31, 2022 prior to adoption of ASC 326 $ 5,088 $ 10,057 $ 3,377 $ 562 $ 4,778 $ 448 $ 24,310
Impact of adopting ASC 326 - - - - 73 7 80
Provision for credit losses 253 892 138 156 (208 ) 80 1,311
Loan charge-offs - - - - (67 ) (34 ) (101 )
Loan recoveries - 77 - - 33 4 114
Balance - March 31, 2023 $ 5,341 $ 11,026 $ 3,515 $ 718 $ 4,609 $ 505 $ 25,714
Ending balance:
Individually evaluated $ - $ 693 $ - $ - $ 312 $ 42 $ 1,047
Collectively evaluated 5,341 10,333 3,515 718 4,297 463 24,667
Total $ 5,341 $ 11,026 $ 3,515 $ 718 $ 4,609 $ 505 $ 25,714
Loans:
Individually evaluated $ 1,818 $ 6,729 $ 177 $ - $ 591 $ 42 $ 9,357
Collectively evaluated 637,041 579,290 271,223 69,227 299,764 51,115 1,907,660
Total $ 638,859 $ 586,019 $ 271,400 $ 69,227 $ 300,355 $ 51,157 $ 1,917,017

The Company's unfunded lending commitments are unconditionally cancellable and therefore no allowance for credit losses has been recorded. In the event that collection of principal becomes uncertain, the Company has policies in place to reverse accrued interest in a timely manner. Therefore, the Company has made a policy election to exclude accrued interest from the measurement of the allowance for credit losses. Accrued interest on loans of $11.4 million and $11.3 million at March 31, 2024 and December 31, 2023, respectively, was included in accrued interest receivable and was excluded from the estimate of credit losses. 18

The following table presents collateral dependent loans by class of loans as of March 31, 2024 (amounts in thousands). Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. The Company reviews individually evaluated loans for designation as collateral dependent loans, as well as other loans that management of the Company designates as having higher risk. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the allowance for credit losses. The Company considers all individually evaluated loans to be collateral dependent.

Nonaccruing Collateral Dependent Loans Unpaid Principal Balance Recorded Investment Loans With No Allowance Loans With Allowance Allowance for Credit Losses
Mortgage loans on real estate:
Residential real estate $ 1,306 $ 1,306 $ 1,306 $ - $ -
Commercial real estate 1,652 1,652 328 1,324 278
Construction and land development 5 5 5 - -
Total mortgage loans on real estate 2,963 2,963 1,639 1,324 278
Home equity lines of credit 202 202 202 - -
Commercial loans 277 277 - 277 277
Consumer loans 4 4 - 4 4
Total Loans $ 3,446 $ 3,446 $ 1,841 $ 1,605 $ 559
Accruing Collateral Dependent Loans Unpaid Principal Balance Recorded Investment Loans With No Allowance Loans With Allowance Allowance for Credit Losses
--- --- --- --- --- --- --- --- --- --- ---
Mortgage loans on real estate:
Residential real estate $ 1,090 $ 1,090 $ 926 $ 164 $ 11
Commercial real estate 304 304 304 - -
Construction and land development - - - - -
Total mortgage loans on real estate 1,394 1,394 1,230 164 11
Home equity lines of credit - - - - -
Commercial loans 60 60 34 26 25
Consumer loans 30 30 - 30 30
Total Loans $ 1,484 $ 1,484 $ 1,264 $ 220 $ 66
Total Collateral Dependent Loans Unpaid Principal Balance Recorded Investment Loans With No Allowance Loans With Allowance Allowance for Credit Losses
--- --- --- --- --- --- --- --- --- --- ---
Mortgage loans on real estate:
Residential real estate $ 2,396 $ 2,396 $ 2,232 $ 164 $ 11
Commercial real estate 1,956 1,956 632 1,324 278
Construction and land development 5 5 5 - -
Total mortgage loans on real estate 4,357 4,357 2,869 1,488 289
Home equity lines of credit 202 202 202 - -
Commercial loans 337 337 34 303 302
Consumer loans 34 34 - 34 34
Total Loans $ 4,930 $ 4,930 $ 3,105 $ 1,825 $ 625

19

The following table presents collateral dependent loans by class of loans as of December 31, 2023 (amounts in thousands).

Nonaccruing Collateral Dependent Loans Unpaid Principal Balance Recorded Investment Loans With No Allowance Loans With Allowance Allowance for Credit Losses
Mortgage loans on real estate:
Residential real estate $ 1,229 $ 1,229 $ 1,229 $ - $ -
Commercial real estate 2,769 2,769 1,423 1,346 300
Construction and land development 364 364 364 - -
Total mortgage loans on real estate 4,362 4,362 3,016 1,346 300
Home equity lines of credit 202 202 202 - -
Commercial loans - - - - -
Consumer loans 5 5 - 5 5
Total Loans $ 4,569 $ 4,569 $ 3,218 $ 1,351 $ 305
Accruing Collateral Dependent Loans Unpaid Principal Balance Recorded Investment Loans With No Allowance Loans With Allowance Allowance for Credit Losses
--- --- --- --- --- --- --- --- --- --- ---
Mortgage loans on real estate:
Residential real estate $ 1,099 $ 1,099 $ 934 $ 165 $ 12
Commercial real estate 9 9 9 - -
Construction and land development - - - - -
Total mortgage loans on real estate 1,108 1,108 943 165 12
Home equity lines of credit - - - - -
Commercial loans 26 26 - 26 26
Consumer loans 35 35 - 35 35
Total Loans $ 1,169 $ 1,169 $ 943 $ 226 $ 73
Total Collateral Dependent Loans Unpaid Principal Balance Recorded Investment Loans With No Allowance Loans With Allowance Allowance for Credit Losses
--- --- --- --- --- --- --- --- --- --- ---
Mortgage loans on real estate:
Residential real estate $ 2,328 $ 2,328 $ 2,163 $ 165 $ 12
Commercial real estate 2,778 2,778 1,432 1,346 300
Construction and land development 364 364 364 - -
Total mortgage loans on real estate 5,470 5,470 3,959 1,511 312
Home equity lines of credit 202 202 202 - -
Commercial loans 26 26 - 26 26
Consumer loans 40 40 - 40 40
Total Loans $ 5,738 $ 5,738 $ 4,161 $ 1,577 $ 378

20

The following tables present the performance status of loans as of March 31, 2024 and December 31, 2023, by class of loans (amounts in thousands).

As of March 31, 2024 Performing Nonperforming Total
Mortgage loans on real estate:
Residential real estate $ 821,413 $ 1,717 $ 823,130
Commercial real estate 660,549 1,652 662,201
Construction and land development 264,223 293 264,516
Total mortgage loans on real estate 1,746,185 3,662 1,749,847
Home equity lines of credit 103,265 378 103,643
Commercial loans 368,228 277 368,505
Consumer loans 55,801 108 55,909
Total Loans $ 2,273,479 $ 4,425 $ 2,277,904
As of December 31, 2023 Performing Nonperforming Total
--- --- --- --- --- --- ---
Mortgage loans on real estate:
Residential real estate $ 807,682 $ 2,015 $ 809,697
Commercial real estate 612,965 2,769 615,734
Construction and land development 296,187 511 296,698
Total mortgage loans on real estate 1,716,834 5,295 1,722,129
Home equity lines of credit 95,115 429 95,544
Commercial loans 374,968 - 374,968
Consumer loans 55,444 143 55,587
Total Loans $ 2,242,361 $ 5,867 $ 2,248,228

21

The following tables present the aging of loans and non-accrual loans as of March 31, 2024 and December 31, 2023, by class of loans (amounts in thousands).

Accruing Loans
As of March 31, 2024 Current 30-89 Days <br>Past Due 90+ Days <br>Past Due Nonaccrual <br>Loans Total Loans Nonaccrual <br>With No ACL
Mortgage loans on real estate:
Residential real estate $ 818,821 $ 2,592 $ - $ 1,717 $ 823,130 $ 1,717
Commercial real estate 657,692 2,857 - 1,652 662,201 328
Construction and land development 264,170 53 68 225 264,516 225
Total mortgage loans on real estate 1,740,683 5,502 68 3,594 1,749,847 2,270
Home equity lines of credit 102,892 373 - 378 103,643 378
Commercial loans 367,730 498 - 277 368,505 -
Consumer loans 55,400 401 - 108 55,909 104
Total Loans $ 2,266,705 $ 6,774 $ 68 $ 4,357 $ 2,277,904 $ 2,752
Accruing Loans
--- --- --- --- --- --- --- --- --- --- --- --- ---
As of December 31, 2023 Current 30-89 Days <br>Past Due 90+ Days <br>Past Due Nonaccrual <br>Loans Total Loans Nonaccrual <br>With No ACL
Mortgage loans on real estate:
Residential real estate $ 805,262 $ 2,420 $ 288 $ 1,727 $ 809,697 $ 1,727
Commercial real estate 612,901 64 - 2,769 615,734 1,423
Construction and land development 296,030 157 - 511 296,698 511
Total mortgage loans on real estate 1,714,193 2,641 288 5,007 1,722,129 3,661
Home equity lines of credit 95,003 112 - 429 95,544 429
Commercial loans 374,699 269 - - 374,968 -
Consumer loans 55,061 383 - 143 55,587 137
Total Loans $ 2,238,956 $ 3,405 $ 288 $ 5,579 $ 2,248,228 $ 4,227

22

The Bank categorizes loans in risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Bank analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a continuous basis. The Bank uses the following definitions for its risk ratings:

Special Mention - Weakness exists that could cause future impairment, including the deterioration of financial ratios, past due status and questionable management capabilities. Collateral values generally afford adequate coverage but may not be immediately marketable.

Substandard - Specific and well-defined weaknesses exist that may include poor liquidity and deterioration of financial ratios. The loan may be past due and related deposit accounts experiencing overdrafts. Immediate corrective action is necessary.

Doubtful - Specific weaknesses characterized as Substandard that are severe enough to make collection in full unlikely. There is no reliable secondary source of full repayment. Loans classified as doubtful will be placed on non-accrual, analyzed and fully or partially charged-off based on review of collateral and other relevant factors. 23

Loans not meeting the criteria above that are evaluated individually as part of the above described process are considered to be Pass rated loans.

The following table presents loan balances classified by credit quality indicator, loan type and based on year of origination as of March 31, 2024 (amounts in thousands).

2024 2023 2022 2021 2020 Prior Revolving Loans Total
Residential real estate
Pass $ 24,786 $ 214,582 $ 348,365 $ 117,437 $ 66,311 $ 40,678 $ 2,799 $ 814,958
Special Mention 232 1,700 2,227 580 156 205 - 5,100
Substandard 74 35 1,533 82 258 1,090 - 3,072
Doubtful - - - - - - - -
Total residential real estate $ 25,092 $ 216,317 $ 352,125 $ 118,099 $ 66,725 $ 41,973 $ 2,799 $ 823,130
Commercial real estate
Pass $ 9,780 $ 103,686 $ 210,951 $ 98,190 $ 94,837 $ 112,271 $ 17,332 $ 647,047
Special Mention - 542 975 4,218 1,495 5,054 772 13,056
Substandard - 48 - - 45 1,995 10 2,098
Doubtful - - - - - - - -
Total commercial real estate $ 9,780 $ 104,276 $ 211,926 $ 102,408 $ 96,377 $ 119,320 $ 18,114 $ 662,201
Current-period gross charge-offs $ - $ - $ - $ - $ 249 $ - $ 249
Construction and land development
Pass $ 14,407 $ 148,289 $ 71,009 $ 13,707 $ 3,633 $ 4,141 $ 8,412 $ 263,598
Special Mention - 211 450 - - 32 - 693
Substandard - - 46 82 5 92 - 225
Doubtful - - - - - - - -
Total construction and land development $ 14,407 $ 148,500 $ 71,505 $ 13,789 $ 3,638 $ 4,265 $ 8,412 $ 264,516
Current-period gross charge-offs $ - $ - $ 19 $ - $ - $ - $ - $ 19
Home equity lines of credit
Pass $ 73 $ 749 $ 450 $ - $ 582 $ - $ 101,174 $ 103,028
Special Mention - - - - - - 197 197
Substandard - - - - - 20 398 418
Doubtful - - - - - - - -
Total home equity lines of credit $ 73 $ 749 $ 450 $ - $ 582 $ 20 $ 101,769 $ 103,643
Current-period gross charge-offs $ - $ - $ - $ 50 $ - $ - $ - $ 50
Commercial loans
Pass $ 16,103 $ 88,943 $ 71,182 $ 29,083 $ 14,844 $ 13,205 $ 126,285 $ 359,645
Special Mention - 165 134 141 220 4,035 3,828 8,523
Substandard - - 159 - 41 - 137 337
Doubtful - - - - - - - -
Total commercial loans $ 16,103 $ 89,108 $ 71,475 $ 29,224 $ 15,105 $ 17,240 $ 130,250 $ 368,505
Current-period gross charge-offs $ - $ - $ - $ - $ - $ 88 $ - $ 88
Consumer loans
Pass $ 4,942 $ 18,739 $ 13,005 $ 7,403 $ 3,632 $ 3,639 $ 4,054 $ 55,414
Special Mention 29 55 102 78 16 2 23 305
Substandard - 28 39 26 54 33 10 190
Doubtful - - - - - - - -
Total consumer loans $ 4,971 $ 18,822 $ 13,146 $ 7,507 $ 3,702 $ 3,674 $ 4,087 $ 55,909
Current-period gross charge-offs $ - $ 45 $ 16 $ - $ - $ - $ - $ 61
Total Loans
Pass $ 70,091 $ 574,988 $ 714,962 $ 265,820 $ 183,839 $ 173,934 $ 260,056 $ 2,243,690
Special Mention 261 2,673 3,888 5,017 1,887 9,328 4,820 27,874
Substandard 74 111 1,777 190 403 3,230 555 6,340
Doubtful - - - - - - - -
Total loans $ 70,426 $ 577,772 $ 720,627 $ 271,027 $ 186,129 $ 186,492 $ 265,431 $ 2,277,904
Current-period gross charge-offs $ - $ 45 $ 35 $ 50 $ - $ 337 $ - $ 467

24

The following table presents loan balances classified by credit quality indicator, loan type and based on year of origination as of December 31, 2023 (amounts in thousands).

2023 2022 2021 2020 2019 Prior Revolving Loans Total
Residential real estate
Pass $ 209,016 $ 354,153 $ 120,802 $ 68,229 $ 16,903 $ 25,380 $ 7,420 $ 801,903
Special Mention 1,742 2,013 590 157 27 176 - 4,705
Substandard 36 1,240 151 258 719 685 - 3,089
Doubtful - - - - - - - -
Total residential real estate $ 210,794 $ 357,406 $ 121,543 $ 68,644 $ 17,649 $ 26,241 $ 7,420 $ 809,697
Commercial real estate
Pass $ 81,239 $ 196,437 $ 99,072 $ 96,775 $ 51,677 $ 64,851 $ 14,977 $ 605,028
Special Mention 419 978 383 881 - 5,122 - 7,783
Substandard 49 - - 46 50 2,769 9 2,923
Doubtful - - - - - - - -
Total commercial real estate $ 81,707 $ 197,415 $ 99,455 $ 97,702 $ 51,727 $ 72,742 $ 14,986 $ 615,734
Construction and land development
Pass $ 148,804 $ 93,987 $ 20,752 $ 4,678 $ 2,421 $ 4,591 $ 20,139 $ 295,372
Special Mention 211 472 14 - 22 12 - 731
Substandard - 411 84 - - 100 - 595
Doubtful - - - - - - - -
Total construction and land development $ 149,015 $ 94,870 $ 20,850 $ 4,678 $ 2,443 $ 4,703 $ 20,139 $ 296,698
Current-period gross charge-offs $ - $ - $ 196 $ - $ - $ - $ - $ 196
Home equity lines of credit
Pass $ 750 $ 450 $ - $ 852 $ - $ - $ 92,823 $ 94,875
Special Mention - - - - - - 200 200
Substandard - - - - - 20 449 469
Doubtful - - - - - - - -
Total home equity lines of credit $ 750 $ 450 $ - $ 852 $ - $ 20 $ 93,472 $ 95,544
Commercial loans
Pass $ 94,966 $ 73,381 $ 30,912 $ 16,257 $ 6,505 $ 10,700 $ 134,488 $ 367,209
Special Mention 175 142 49 294 26 4,057 2,990 7,733
Substandard - - - 26 - - - 26
Doubtful - - - - - - - -
Total commercial loans $ 95,141 $ 73,523 $ 30,961 $ 16,577 $ 6,531 $ 14,757 $ 137,478 $ 374,968
Current-period gross charge-offs $ 288 $ 46 $ 1 $ - $ 23 $ 338 $ - $ 696
Consumer loans
Pass $ 21,479 $ 14,017 $ 8,188 $ 3,949 $ 1,950 $ 2,567 $ 2,933 $ 55,083
Special Mention 77 107 36 16 3 - 27 266
Substandard 65 46 26 56 - 34 11 238
Doubtful - - - - - - - -
Total consumer loans $ 21,621 $ 14,170 $ 8,250 $ 4,021 $ 1,953 $ 2,601 $ 2,971 $ 55,587
Current-period gross charge-offs $ - $ 120 $ - $ 15 $ - $ - $ - $ 135
Total Loans
Pass $ 556,254 $ 732,425 $ 279,726 $ 190,740 $ 79,456 $ 108,089 $ 272,780 $ 2,219,470
Special Mention 2,624 3,712 1,072 1,348 78 9,367 3,217 21,418
Substandard 150 1,697 261 386 769 3,608 469 7,340
Doubtful - - - - - - - -
Total loans $ 559,028 $ 737,834 $ 281,059 $ 192,474 $ 80,303 $ 121,064 $ 276,466 $ 2,248,228
Current-period gross charge-offs $ 288 $ 166 $ 197 $ 15 $ 23 $ 338 $ - $ 1,027

Note 6 – Fair Value Measurements and Disclosures

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available-for-sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as individually evaluated loans, foreclosed assets, and repossessed assets. These nonrecurring fair value adjustments typically involve application of the lower of cost or market accounting or write-downs of individual assets.

Fair Value Hierarchy

The Company groups assets and liabilities at fair value in 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. 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. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

The following is a description of valuation methodologies used for assets and liabilities recorded or disclosed at fair value:

Cash and cash equivalents – For disclosure purposes, for cash, due from banks, interest-bearing deposits and federal funds sold, the carrying amount is a reasonable estimate of fair value.

Certificates of deposit in banks – For disclosure purposes, the carrying amount of certificates of deposit is a reasonable estimate of fair value.

Investment Securities – Fair value measurement is based upon quoted prices, if available. 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 assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange and securities that are traded by dealers or brokers in active over-the-counter market funds. Level 2 securities include mortgage-backed securities issued by government sponsored enterprises and municipal bonds. Securities classified as Level 3 include asset-backed securities in less liquid markets.

Mortgage loans held for sale – Loans held for sale are carried at the lower of cost or fair value, which is evaluated on a loan-level basis. The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors.

Loans – The fair value estimation process for the loan portfolio uses an exit price concept and reflects discounts the Company believes are consistent with discounts in the marketplace. Fair values are estimated for portfolios of loans with similar characteristics. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for similar maturities. The fair value analysis also includes other assumptions to estimate fair value, intended to approximate those a market participant would use in an orderly transaction, with adjustments for discount rates, interest rates, liquidity, and credit spreads, as appropriate.

Accrued interest receivable – For disclosure purposes, the fair value of the accrued interest on investments and loans is the carrying value.

Bank owned life insurance – For disclosure purposes, the fair value of the cash surrender value of bank owned life insurance policies is equivalent to the carrying value.

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Foreclosed assets – Other real estate properties and miscellaneous repossessed assets are adjusted to fair value upon transfer of the loans to foreclosed assets. Subsequently, foreclosed assets are carried at the lower of carrying value or fair value less selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price, the Company records the foreclosed asset as nonrecurring Level 2. When the fair value is based on an appraised value or management’s estimate of value, the Company records the foreclosed asset as nonrecurring Level 3.

Restricted equity securities – It is not practical to determine the fair value of restricted equity securities due to restrictions placed on transferability.

Deposits – For disclosure purposes, the fair value for demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities.

Securities sold under agreements to repurchase – For disclosure purposes, the carrying amounts of securities sold under agreements to repurchase approximate their fair values.

Federal Home Loan Bank advances – For disclosure purposes, the fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses using interest rates offered for borrowings with similar maturities.

Subordinated debentures – For disclosure purposes, the fair value is estimated using a discounted cash flow calculation that applies interest rates currently being offered for similar subordinated debenture offerings.

Accrued interest payable – For disclosure purposes, the fair value of the accrued interest payable on deposits is the carrying value.

Commitments to extend credit and standby letters of credit – Because commitments to extend credit and standby letters of credit are generally short-term and made using variable rates, the carrying value and estimated fair value associated with these instruments are immaterial.

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Assets and liabilities measured at fair value on a recurring basis – The only assets and liabilities measured at fair value on a recurring basis are our securities available-for-sale. Information related to the Company’s assets and liabilities measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023 is as follows: (amounts in thousands)

Fair Value Measurements At Reporting Date Using:
March 31, 2024 Fair Value Quoted Prices In <br>Active Markets <br>For Identical <br>Assets (Level 1) Significant Other<br>Observable Inputs <br>(Level 2) Significant <br>Unobservable <br>Inputs (Level 3)
Securities available-for-sale:
Residential mortgage -backed $ 346,477 $ - $ 346,477 $ -
U.S. treasury securities 105,819 - 105,819 -
U.S. government sponsored enterprises 56,421 - 56,421 -
State, county, and municipal 60,979 - 60,979 -
Corporate debt obligations 14,742 - 14,742 -
Totals $ 584,438 $ - $ 584,438 $ -
Fair Value Measurements At Reporting Date Using:
--- --- --- --- --- --- --- --- ---
December 31, 2023 Fair Value Quoted Prices In <br>Active Markets <br>For Identical <br>Assets (Level 1) Significant Other <br>Observable Inputs <br>(Level 2) Significant <br>Unobservable <br>Inputs (Level 3)
Securities available-for-sale:
Residential mortgage -backed $ 357,300 $ - $ 357,300 $ -
U.S. treasury securities 120,052 - 120,052 -
U.S. government sponsored enterprises 63,566 - 63,566 -
State, county, and municipal 64,661 - 64,661 -
Corporate debt obligations 15,512 - 15,512 -
Totals $ 621,091 $ - $ 621,091 $ -

The Company's policy is to recognize transfers in and transfers out of levels 1, 2, and 3 as of the end of a reporting period. There were no transfers between levels from December 31, 2023 to March 31, 2024 (amounts in thousands):

Significant Unobservable Inputs (Level 3)
March 31, 2024 December 31, 2023
Fair value, beginning of period $ - $ 5,621
Transfers into Level 3 - -
Transfers out of Level 3 - (5,621 )
Changes in unrealized gains/losses included in other comprehensive income for assets and liabilities still held at period-end - -
Fair value, end of period $ - $ -

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Assets measured at fair value on a nonrecurring basis – The Company may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with U.S. GAAP. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis are included in the table below as of March 31, 2024 and December 31, 2023 (amounts in thousands):

Fair Value Measurements At Reporting Date Using:
March 31, 2024 Fair Value Quoted Prices In <br>Active Markets <br>For Identical <br>Assets (Level 1) Significant Other <br>Observable Inputs <br>(Level 2) Significant <br>Unobservable<br>Inputs (Level 3)
Individually evaluated loans $ 4,305 $ - $ - $ 4,305
Foreclosed assets 924 - - 924
Totals $ 5,229 $ - $ - $ 5,229
December 31, 2023 Fair Value Quoted Prices In <br>Active Markets <br>For Identical <br>Assets (Level 1) Significant Other <br>Observable Inputs <br>(Level 2) Significant <br>Unobservable <br>Inputs (Level 3)
--- --- --- --- --- --- --- --- ---
Individually evaluated loans $ 5,360 $ - $ - $ 5,360
Foreclosed assets 92 - - 92
Totals $ 5,452 $ - $ - $ 5,452

The Company has estimated the fair values of these assets using Level 3 inputs, specifically the appraised value of the collateral. Individually evaluated loan balances represent those collateral dependent loans where management has estimated the credit loss by comparing the loan’s carrying value against the expected realizable fair value of the collateral dependent loan for the amount of the credit loss. For Level 3 assets measured at fair value on a non-recurring basis as of March 31, 2024 and December 31, 2023 for the valuation technique, we used appraisals. For the significant unobservable input, we used appraisal discounts, and weighted average input of 15-20% was used for the period ended March 31, 2024 and December 31, 2023. 29

The estimated fair values, and related carrying or notional amounts, of the Company’s financial instruments as of March 31, 2024 and December 31, 2023 are as follows (amounts in thousands):

Estimated Fair Value
March 31, 2024 Carrying Amount Level 1 Level 2 Level 3
Financial assets:
Cash and cash equivalents $ 213,931 $ 213,931 $ - $ -
Certificates of deposit in banks 4,218 - 4,218 -
Securities held-to-maturity 125,711 - 100,538 -
Securities available-for-sale 584,438 - 584,438 -
Loans held-for-sale 4,554 - 4,554 -
Loans receivable, net 2,239,989 - 2,189,409 4,305
Accrued interest receivable 14,090 - 14,090 -
Bank owned life insurance 47,342 - 47,342 -
Restricted equity securities 12,526 - - 12,526
Financial liabilities:
Deposits 2,893,762 - 2,654,851 -
Securities sold under agreements to repurchase 14,588 - 14,588 -
Federal Home Loan Bank advances 205,000 - 204,090 -
Subordinated debentures 39,510 - 30,301 -
Accrued interest payable 2,022 - 2,022 -
Estimated Fair Value
--- --- --- --- --- --- --- --- ---
December 31, 2023 Carrying Amount Level 1 Level 2 Level 3
Financial assets:
Cash and cash equivalents $ 72,547 $ 72,547 $ - $ -
Certificates of deposit in banks 4,218 - 4,218 -
Securities held-to-maturity 126,793 - 103,174 -
Securities available-for-sale 621,091 - 621,091 -
Loans held-for-sale 4,595 - 4,595 -
Loans receivable, net 2,211,015 - 2,180,082 5,360
Accrued interest receivable 14,091 - 14,091 -
Bank owned life insurance 47,001 - 47,001 -
Restricted equity securities 13,433 - - 13,433
Financial liabilities:
Deposits 2,730,655 - 2,574,801 -
Securities sold under agreements to repurchase 16,731 - 16,731 -
Federal Home Loan Bank advances 230,000 - 229,430 -
Subordinated debentures 39,492 - 30,944 -
Accrued interest payable 2,178 - 2,178 -

The estimated fair values of the standby letters of credit and loan commitments on which the committed interest rate is less than the current market rate are insignificant as of March 31, 2024 and December 31, 2023.

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed-rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed-rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling-rate environment. Management monitors rates and maturities of assets and liabilities, and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

Note 7 – Recently Adopted Accounting Pronouncements

In March 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The amendments eliminate the accounting guidance for TDR recognition in Subtopic 310-40, Receivables – Trouble Debt Restructurings by Creditors by entities that have adopted ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. For public business entities, the amendments require disclosure of current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. Gross write-off information must be included in the vintage disclosures required for public business entities in accordance with paragraph 326-20-50-6, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. The Company adopted ASU 2022-02 effective January 1, 2023 on a prospective basis. Adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements.

On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, as amended, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell.

The Company adopted ASU 2016-13 and all subsequent amendments thereto effective January 1, 2023, using the modified retrospective method for all financial assets measured at amortized cost and off balance sheet credit exposures. Amounts for periods beginning on or after January 1, 2023, are presented under ASU 2016-13 and all prior period information is presented in accordance with previously applicable GAAP. At January 1, 2023, the Company recognized a cumulative adjustment to retained earnings of $24 thousand, net of tax, attributable to an increase in the allowance for credit losses of $80 thousand and an increase in deferred tax assets of $8 thousand. Included in the $80 thousand increase in the allowance for credit losses is $48 thousand that was recognized on purchased with credit deterioration (PCD) loans previously classified as purchased credit impaired (PCI) with a corresponding adjustment to the gross carrying amount of the loans. The Company adopted ASU 2016-13 using the prospective transition approach for PCD loans, which did not require re-evaluation of whether loans previously classified as PCI loans met the criteria of PCD assets at the date of adoption. The remaining noncredit discount will be accreted into interest income over the life of the individual loans beginning January 1, 2023.

On January 1, 2024, the Company adopted ASU 2023-02, Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. These amendments allowed entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. The ASU responded to stakeholder feedback that the proportional amortization method provided investors and other allocators of capital with a better understanding of the returns from investments that were made primarily for the purpose of receiving income tax credits and other income tax benefits. ASU 2023-02 was effective for public entities for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of ASU 2023-02 did not have a material impact on the Company’s consolidated financial statements.

Note 8 – Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 expands disclosure requirements for significant segment expenses under Topic 280. The amendments require public entities to disclose significant expense categories for each reportable segment, other segment items, the title and position of the chief operating decision-maker, and interim disclosures of certain segment-related information previously required only on an annual basis. The amendments clarify that entities reporting single segments must disclose both the new and existing segment disclosures under Topic 280, and a public entity is permitted to disclose multiple measures of segment profit or loss if certain criteria are met. The amendments in this update are effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 31, 2024. ASU 2023-07 must be applied on a retrospective basis. Early adoption is permitted. This standard is not expected to have a material impact on the Company’s consolidated results of operations or financial position.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 expands income tax disclosure requirements. The amendments require annual disclosure of certain information relating to the rate reconciliation, income taxes paid by jurisdiction, income (loss) from continuing operations before income tax expense (benefit) disaggregated between domestic and foreign, income tax expense (benefit) from continuing operations disaggregated by federal (national), state, and foreign. The amendments also eliminate certain requirements relating to unrecognized tax benefits and certain deferred tax disclosure relating to subsidiaries and corporate joint ventures. The amendments in this update are effective for years beginning after December 15, 2024. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. Early adoption is permitted. This standard is not expected to have a material impact on the Company’s consolidated results of operations or financial position.

Note 9 – Defined Contribution Plan

The Company provides a 401(k) employee stock ownership plan (ESOP), which covers substantially all of the Company’s employees who are eligible, as to age and length of service. A participant may elect to make contributions up to $23.0 thousand and $22.5 thousand of the participant’s annual compensation in 2024 and 2023, respectively. The Company makes contributions up to 3% of each participant’s annual compensation and the Company matches 50% of the next 2% contributed by the employee. Contributions to the plan by the Company were approximately $211 thousand and $198 thousand for the three months ended March 31, 2024 and 2023, respectively. Outstanding shares of the Company’s common stock allocated to participants at March 31, 2024 and December 31, 2023 totaled 166,664 shares, and there were no unallocated shares. These shares are treated as outstanding for purposes of calculating earnings per share and dividends on these shares are included in the Consolidated Statements of Stockholders’ Equity.

The Company’s ESOP includes a put option for shares of the Company’s common stock distributed from the ESOP. Shares are distributed from the ESOP primarily to separate vested participants and certain eligible participants who elect to diversify their account balances. Since the Company’s common stock is not currently traded on an established securities market, if the owners of distributed shares desire to sell their shares, the Company is required to purchase the shares at fair value during two put option periods following the distribution of the shares from the ESOP. The first put option period is within sixty days following the distribution of the shares from the ESOP. The second put option period begins on the first day of the fifth month of the plan year for a sixty day period. The fair value of distributed shares subject to the put option totaled $0 as of March 31, 2024 and December 31, 2023. The cost of the ESOP shares totaled $4.48 million and $4.48 million as of March 31, 2024 and December 31, 2023, respectively. Due to the Company’s obligation under the put option, the distributed shares and ESOP shares are classified as temporary equity in the mezzanine section of the consolidated statements of financial condition and totaled $4.48 million and $4.48 million as of March 31, 2024 and December 31, 2023, respectively. The fair value of the ESOP shares totaled $6.17 million and $6.17 million as of March 31, 2024 and December 31, 2023, respectively.

Note 10 – Loans Held for Sale

The Company has entered into agreements with secondary market investors to deliver loans on a “best efforts delivery” basis. When a rate is committed to a borrower, it is based on the best price that day and locked with the investor for the customer for a thirty day period. In the event the loan is not delivered to the investor, the Company has no risk or exposure with the investor. The fair values of the Company’s agreements with investors and rate lock commitments to customers as of March 31, 2024 and December 31, 2023, respectively, were not material.

Note 11 – Leases

Operating lease assets represent the Company’s right to use an underlying asset during the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents the Company’s incremental borrowing rate at the lease commencement date. Operating lease cost, which is comprised of amortization of the operating lease asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term, and is recorded in occupancy expenses in the consolidated statements of income.The Company leases certain full-service branch offices, land, and equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Most leases include one or more options to renew and the exercise of the lease renewal options are at the Company’s sole discretion. The Company includes lease extension and termination options in the lease term if, after considering relevant economic factors, it is reasonably certain the Company will exercise the option.

The following table represents the consolidated statements of condition classification of the Company’s ROU assets and lease liabilities. The Company elected not to include short-term leases (i.e., leases with initial terms of twelve months or less), or equipment leases (deemed immaterial) on the consolidated statements of financial condition.

Lease Right-of-Use Assets Classification on Consolidated Statement of Condition March 31, 2024 December 31, 2023
Operating lease right-of-use assets Other Assets $ 3,104 $ 3,243
Lease Liabilities Classification on Consolidated Statement of Condition March 31, 2024 December 31, 2023
Operating lease liabilities Accrued interest payable and other liabilities $ 3,264 $ 3,407

33

March 31, 2024 December 31, 2023
Weighted-average remaining lease term for operating leases 8.45 Years 8.50 Years
Weighted-average discount rate for operating leases 6.00 % 6.00 %

Future minimum payments for operating leases with initial or remaining terms of one year or more as of March 31, 2024 are as follows:

Operating Leases
April 1, 2024 - March 31, 2025 $ 770
April 1, 2025 - March 31, 2026 648
April 1, 2026 - March 31, 2027 449
April 1, 2027 - March 31, 2028 401
April 1, 2028 - March 31, 2029 333
Afterward 1,667
Total future minimum lease payments 4,268
Amounts representing interest (1,004 )
Present value of net future minimum lease payments $ 3,264

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

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes thereto for the year ended December 31, 2023, which are contained in the Annual Report on Form 10-K for the year ended December 31, 2023. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Factors that could cause such differences are discussed in our 2023 Annual Report on Form 10-K under “Part I, Item 1A - Risk Factors.” We assume no obligation to update any of these forward-looking statements.

The following discussion pertains to our historical results on a consolidated basis. However, because we conduct all of our material business operations through our subsidiaries, the discussion and analysis relates to activities primarily conducted at the subsidiary level.

All dollar amounts in the tables in this section are in thousands of dollars, except per share data, yields, percentages and rates or when specifically identified. As used in this Item, the words “we,” “us,” “our,” the “Company,” “RFC,” “River” and similar terms refer to River Financial Corporation and its consolidated affiliate, unless the context indicates otherwise.

Our Business

We are a bank holding company headquartered in Prattville, Alabama. We engage in the business of banking through our wholly-owned banking subsidiary, River Bank & Trust, which we may refer to as the “Bank” or “River Bank.” Through the Bank, we provide a broad array of financial services to businesses, business owners, professionals, and consumers. As of March 31, 2024, we operated twenty-three full-service banking offices in Alabama in the cities of Montgomery, Prattville, Millbrook, Wetumpka, Auburn, Opelika, Gadsden, Alexander City, Daphne, Clanton, Dothan, Enterprise, Mobile, Decatur, Huntsville, Saraland, and Birmingham, Alabama. We also have one loan production office in Florence, Alabama.

Segments

While our chief decision makers monitor the revenue streams of the various banking products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the Company’s banking operations are considered by management to be aggregated in one reportable operating segment. Because the overall banking operations comprise substantially all of the consolidated operations, no separate segment disclosures are presented in the accompanying consolidated financial statements.

Overview of First Quarter 2024 Results

Net income was $5.8 million in the quarter ended March 31, 2024, compared with $5.1 million in the quarter ended March 31, 2023. Several significant measures from the 2024 first quarter include:

• Net interest margin (taxable equivalent) of 2.76%, compared with 2.78% for the first quarter of 2023.

• Net interest income increase of $2.5 million for the quarter ended March 31, 2024, representing a 13.38% rate of increase over the quarter ended March 31, 2023.

• Annualized return on average earning assets for the quarter ended March 31, 2024 of 0.73% compared with 0.73% for the quarter ended March 31, 2023.

• Annualized return on average equity for the quarter ended March 31, 2024 of 11.61% compared with 14.51% for the quarter ended March 31, 2023.

• Loan increase of $29.8 million during the quarter ended March 31, 2024, representing a 5.33% annualized growth rate.

• Securities decrease of $37.7 million during the quarter ended March 31, 2024, representing a 20.18% annualized decrease for the quarter.

• Deposit increase of $163.1 million during the quarter ended March 31, 2024, representing a 23.89% annualized growth rate.

• Stockholders’ equity decrease of $612.0 thousand during the quarter ended March 31, 2024, representing a 1.23% annualized decrease.

• Book value per share of $26.38 at March 31, 2024, compared with $26.49 per share at December 31, 2023.

• Tangible book value per share of $22.58 at March 31, 2024, compared with $22.67 at December 31, 2023.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared based on the application of certain accounting policies, the most significant of which are described in the notes to the financial statements for the year ended December 31, 2023, which are contained in our Annual Report filed on Form 10-K. Certain of these policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variation and may significantly affect our reported results and financial position for the current period or future periods. The use of estimates, assumptions, and judgment is necessary when financial assets and liabilities are required to be recorded at or adjusted to reflect fair value. Assets carried at fair value inherently result in more financial statement volatility. Fair values and information used to record valuation adjustments for certain assets and liabilities are based on quoted market prices or are provided by other independent third-party sources, when available. When such information is not available, management estimates valuation adjustments. Changes in underlying factors, assumptions or estimates in any of these areas could have a material impact on our future financial condition and results of operations.

The following briefly describes the more complex policies involving a significant amount of judgments about valuation and the application of complex accounting standards and interpretations.

Allowance for Credit Losses

The allowance for credit losses has been determined in accordance with GAAP. The Company is responsible for the timely and periodic determination of the amount of the allowance for credit losses. Management believes that the allowance for credit losses is adequate to cover expected credit losses over the life of the loan portfolio. Although management evaluates available information to determine the adequacy of the allowance for credit losses, the level of allowance is an estimate which is subject to significant judgment and short-term change. Because of uncertainties associated with local and national economic forecasts, the operating and regulatory environment, collateral values and future cash flows from the loan portfolio, it is possible that a material change could occur in the allowance for credit losses in the near term. The evaluation of the adequacy of loan collateral is often based upon estimates and appraisals. Because of changing economic conditions, the valuations determined from such estimates and appraisals may also change.

Accordingly, the Company may ultimately incur losses that vary from management’s current estimates. Adjustments to the allowance for credit losses will be reported in the period in which such adjustments become known and can be reasonably estimated. All loan losses are charged to the allowance for credit losses when the loss actually occurs or when the collectability of the principal is unlikely. Recoveries are credited to the allowance at the time of recovery. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for credit losses. As a result of such examinations, the Company may need to recognize additions to the allowance for credit losses based on the regulators’ judgments.

In estimating the allowance for credit losses, the Company relies on models and economic forecasts developed by external parties as the primary driver of the allowance for credit losses. These models and forecasts are based on nationwide sets of data. Economic forecasts can change significantly over an economic cycle and have a significant level of uncertainty associated with them. The performance of the models is dependent on the variables used in the models being reasonable proxies for the loan portfolio’s performance. However, these variables may not capture all sources of risk within the portfolio. As a result, the Company reviews the results and makes qualitative adjustments to the models to capture limitations of the models as necessary. Such qualitative factors may include adjustments to better capture the imprecision associated with the economic forecasts, and the ability of the models to capture emerging risks within the portfolio that may not be represented in the data. These judgments are evaluated through the Company’s review process and revised on a quarterly basis to account for changes in facts and circumstances. It is difficult to estimate how potential changes in any one of the quantitative inputs or qualitative factors might affect the overall allowance for credit losses, and the Company’s current assessments may not reflect the potential future impact of changes to those inputs or factors.

Investment Securities Impairment

Effective January 1, 2023, the Company estimates and recognizes an allowance for credit losses for held-to-maturity (HTM) debt securities pursuant to ASU No. 2016-13. The Company has a zero loss expectation for its HTM securities portfolio, except for U.S. State and Municipal securities, and therefore it is not required to estimate an allowance for credit losses related to these securities. For HTM securities that do not have a zero loss expectation, the allowance for credit losses is based on the security’s amortized cost, excluding interest receivable, and represents the portion of the amortized cost that the Company does not expect to collect over the life of the security. The allowance for credit losses is determined using average industry credit ratings and historical loss experience, and is initially recognized upon acquisition of the securities, and subsequently remeasured on a recurring basis. The Company evaluates available for sale (AFS) debt securities that experienced a decline in fair value below amortized cost for credit impairment. In performing an assessment of whether any decline in fair value is due to a credit loss, the Company considers the extent to which the fair value is less than the amortized cost, changes in credit ratings, any adverse economic conditions, as well as all relevant information at the individual security level, such as credit deterioration of the issuer, explicit or implicit guarantees by the federal government or collateral underlying the security. If it is determined that the decline in fair value was due to credit losses, an allowance for credit losses is recorded, limited to the amount the fair value is less than the amortized cost basis. The non-credit related decrease in the fair value, such as a decline due to changes in market interest rates, is recorded in other comprehensive income, net of tax. The Company recognizes a credit impairment if the Company has the intent to sell the security, or it is more likely than not that the Bank will be required to sell the security before recovery of its amortized cost. Prior to the adoption of ASU No. 2016-13 Management evaluated AFS and HTM debt securities for other-than-temporary-impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation.

Income Taxes

Deferred income tax assets and liabilities are computed using the asset and liability method, which recognizes a liability or asset representing the tax effects, based on current tax law, of future deductible or taxable amounts attributable to events recognized in the financial statements. A valuation allowance may be established to the extent necessary to reduce the deferred tax asset to a level at which it is “more likely than not” that the tax assets or benefits will be realized. Realization of tax benefits depends on having sufficient taxable income, available tax loss carrybacks or credits, the reversing of taxable temporary differences and/or tax planning strategies within the reversal period, and whether current tax law allows for the realization of recorded tax benefits.

Comparison of the Results of Operations for the three months ended March 31, 2024 and 2023

The following is a narrative discussion and analysis of significant changes in our results of operations for the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

Net Income

During the three months ended March 31, 2024, our net income was $5.8 million, compared to $5.1 million for the three months ended March 31, 2023, an increase of $703.0 thousand, or 13.77%. The primary reason for the increase in net income for the first quarter of 2024 as compared to the first quarter of 2023 was an increase in net interest income. During the three months ended March 31, 2024, net interest income was $21.6 million compared to $19.0 million for the three months ended March 31, 2023, a increase of $2.5 million, or 13.38%. This increase is a result of higher yields on new and repricing loans. Overall income was slightly offset by total noninterest expense in the first quarter of 2024 which increased $950.0 thousand, or 6.63%, from the first quarter of 2023. The most significant increase was an increase of $623.0 thousand in salaries and employee benefits.

Net Interest Income and Net Interest Margin Analysis

The largest component of our net income is net interest income – the difference between the income earned on interest earning assets and the interest paid on deposits and borrowed funds used to support assets. Net interest income divided by average interest earning assets represents our net interest margin. The major factors that affect net interest income and net interest margin are changes in volumes, the yield on interest earning assets and the cost of interest bearing liabilities. Our net interest margin can also be affected by economic conditions, the competitive environment, loan demand, and deposit flow. Management’s ability to respond to changes in these factors by using effective asset-liability management techniques is critical to maintaining the stability of the net interest margin and the primary source of earnings. This is discussed in greater detail under the heading “Interest Sensitivity and Market Risk”.

Comparison of net interest income for the three months ended March 31, 2024 and 2023

The following table shows, for the three months ended March 31, 2024 and 2023, the average balances of each principal category of our earning assets and interest bearing liabilities and the average taxable equivalent yields on assets and average costs of liabilities. These yields and costs are calculated by dividing the income or expense by the average daily balance of the associated assets or liabilities (amounts in thousands).

Three Months Ended March 31, 2024 Three Months Ended March 31, 2023
Interest Interest
Average Income/ Average Average Income/ Average
Balance Expense Yield/Rate Balance Expense Yield/Rate
Interest earning assets
Loans $ 2,253,010 $ 33,998 6.07 % $ 1,850,442 $ 23,786 5.21 %
Mortgage loans held for sale 4,422 58 5.29 % 6,967 59 3.45 %
Investment securities:
Taxable securities 743,201 3,390 1.83 % 809,799 3,657 1.83 %
Tax-exempt securities 65,266 459 2.83 % 81,627 614 3.05 %
Interest bearing balances in other banks 68,460 932 5.46 % 55,153 617 4.54 %
Federal funds sold 30,559 419 5.51 % 12,721 153 4.87 %
Total interest earning assets $ 3,164,918 $ 39,256 4.99 % $ 2,816,709 $ 28,886 4.16 %
Interest bearing liabilities
Interest bearing transaction accounts $ 682,062 $ 2,852 1.68 % $ 629,888 $ 1,520 0.98 %
Savings and money market accounts 906,427 6,111 2.71 % 823,622 3,094 1.52 %
Time deposits 561,902 5,681 4.07 % 471,683 3,206 2.76 %
Short-term borrowings 14,986 132 3.53 % 14,460 99 3.04 %
Federal Home Loan Bank advances 212,692 2,257 4.27 % 95,256 1,187 5.02 %
Subordinated debentures 40,000 418 4.20 % 40,000 415 4.20 %
Line of credit - - 0.00 % 4,511 87 7.85 %
Total interest bearing liabilities $ 2,418,069 $ 17,451 2.89 % $ 2,079,420 $ 9,608 1.87 %
Noninterest-bearing funding of earning assets 746,849 - 0.00 % 737,289 - 0.00 %
Total cost of funding earning assets $ 3,164,918 $ 17,451 2.21 % $ 2,816,709 $ 9,608 1.38 %
Net interest rate spread 2.09 % 2.29 %
Net interest income/margin (taxable equivalent) $ 21,805 2.76 % $ 19,278 2.78 %
Tax equivalent adjustment (221 ) (241 )
Net interest income/margin $ 21,584 2.74 % $ 19,037 2.74 %

The following table reflects, for the three months ended March 31, 2024 and 2023, the changes in our net interest income due to variances in the volume of interest earning assets and interest bearing liabilities and variances in the associated rates earned or paid on these assets and liabilities (amounts in thousands).

Three Months Ended March 31, 2024 vs.
Three Months Ended March 31, 2023
Variance
due to
Volume Yield/Rate Total
Interest earning assets
Loans $ 5,314 $ 4,898 $ 10,212
Mortgage loans held for sale (22 ) 21 (1 )
Investment securities:
Taxable securities (267 ) - (267 )
Tax-exempt securities (119 ) (36 ) (155 )
Interest bearing balances in other banks 156 159 315
Federal funds sold 212 54 266
Total interest earning assets $ 5,274 $ 5,096 $ 10,370
Interest bearing liabilities
Interest bearing transaction accounts $ 127 $ 1,205 $ 1,332
Savings and money market accounts 313 2,704 3,017
Time deposits 618 1,857 2,475
Short-term borrowings 14 19 33
Federal Home Loan Bank advances 1,440 (370 ) 1,070
Subordinated debentures (1 ) 4 3
Line of credit (87 ) - (87 )
Total interest bearing liabilities $ 2,424 $ 5,419 $ 7,843
Net interest income
Net interest income (taxable equivalent) $ 2,850 $ (323 ) $ 2,527
Taxable equivalent adjustment 38 (18 ) 20
Net interest income $ 2,888 $ (341 ) $ 2,547

Total interest income for the three months ended March 31, 2024 was $39.0 million and total interest expense was $17.5 million, resulting in net interest income of $21.6 million for the period. For the same period of 2023, total interest income was $28.6 million and total interest expense was $9.6 million, resulting in net interest income of $19.0 million for the period. This represents a 13.38% increase in net interest income when comparing the same period from 2024 and 2023. When comparing the variances related to interest income for the three months ended March 31, 2024 and 2023, the increase was primarily attributed to increases in average volumes in loans. The volume related increase in interest income for the three months ended March 31, 2024 was accompanied by an increase in the yield on loans and investment securities. When comparing variances related to interest expense for the three months ended March 31, 2024 and 2023, the increase primarily resulted from an increase in deposit and borrowing rates in 2023.

Provision for Credit Losses

On January 1, 2023, we adopted ASC 326, which introduces the current expected credit losses (CECL) methodology and requires us to estimate all expected credit losses over the remaining life of our loans. Accordingly, the provision for credit losses represents a charge to earnings necessary to establish an allowance for credit losses that, in management's evaluation, is adequate to provide coverage for all expected credit losses. As a result of evaluating the allowance for credit losses at March 31, 2024, management recorded a provision for credit losses of $1.31 million in the first quarter of 2024 compared to $1.31 million in the first quarter of 2023. The minimally decreased provision for credit losses allocated was primarily due to continued improvement in economic conditions. In management’s evaluation, our allowance for credit losses reflects an amount we believe appropriate, based on our allowance assessment methodology, to adequately cover all expected future losses as of the date the allowance is determined.

Noninterest Income

In addition to net interest income, we generate various types of noninterest income from our operations. Our banking operations generate revenue from service charges and fees mainly on deposit accounts. Our mortgage division generates revenue from originating and selling mortgage loans. Our investment brokerage division generates revenue through a revenue-sharing relationship with a registered broker-dealer. We also own life insurance policies on several key employees and record income on the increase in the cash surrender value of these policies.

The following table sets forth the principal components of noninterest income for the periods indicated (amounts in thousands).

For the Three Months
Ended March 31,
2024 2023
Service charges and fees $ 1,985 $ 1,738
Investment brokerage revenue 191 163
Mortgage operations 953 650
Bank owned life insurance income 341 310
Net loss on sales of investment securities (1,432 ) -
Other noninterest income 524 219
Total noninterest income $ 2,562 $ 3,080

Noninterest income for the three months ended March 31, 2024 was $2.6 million compared to $3.1 million for the same period in 2023. The most significant decrease in noninterest income was due to an increase in the loss on sales of investment securities while the most significant increase was a $303 thousand increase in mortgage operations revenue.

Noninterest Expense

Noninterest expenses consist primarily of salaries and employee benefits, building occupancy and equipment expenses, advertising and promotion expenses, data processing expenses, legal and professional services and miscellaneous other operating expenses.

The following table sets forth the principal components of noninterest expense for the periods indicated (amounts in thousands).

For the Three Months
Ended March 31,
2024 2023
Salaries and employee benefits $ 9,191 $ 8,568
Occupancy expenses 981 908
Equipment rentals, depreciation, and maintenance 524 472
Telephone and communications 126 141
Advertising and business development 249 295
Data processing 1,026 1,020
Foreclosed assets, net 35 10
Federal deposit insurance and other regulatory assessments 724 571
Legal and other professional services 352 365
Other operating expense 2,074 1,982
Total noninterest expense $ 15,282 $ 14,332

Noninterest expense for the three months ended March 31, 2024 totaled $15.3 million compared with $14.3 million for the same period of 2023. The overall increase was primarily a result of increases in salaries and employee benefits. Salaries and employee benefits increased $623.0 thousand, or 7.27%, to $9.2 million in the first quarter of 2024 from $8.6 million in the first quarter of 2023. The number of full-time equivalent employees increased from approximately 328 at March 31, 2023 to approximately 331 at March 31, 2024 for an increase of approximately 0.91%.

Provision for Income Taxes

We recognized income tax expense of $1.7 million for the three months ended March 31, 2024, compared to $1.4 million for the three months ended March 31, 2023. The effective tax rate for the three months ended March 31, 2024 was 23.1% compared to 21.1% for the same period in 2023. The effective tax rate is affected by levels of items of income that are not subject to federal and/or state taxation and by levels of items of expense that are not deductible for federal and/or state income tax purposes.

Comparison of Financial Condition at March 31, 2024 and December 31, 2023

Overview

Our total assets increased $133.3 million, or 4.12%, from December 31, 2023 to March 31, 2024. Loans, net of deferred fees and discounts, increased $29.8 million, or 1.33%, from December 31, 2023 to March 31, 2024. Securities available-for-sale decreased by $36.7 million, or 5.90%, and securities held-to-maturity decreased by $1.1 million, or 0.85%, from December 31, 2023 to March 31, 2024, respectively. Cash and cash equivalents increased $141.4 million, or 194.89% from December 31, 2023 to March 31, 2024. Total deposits increased $163.1 million, or 5.97%, from December 31, 2023 to March 31, 2024 which funded a majority of our loan growth. Total stockholders’ equity decreased $612.0 thousand, or 0.31% from December 31, 2023 to March 31, 2024.

Investment Securities

We use our securities portfolio primarily to enhance our overall yield on interest-earning assets and as a source of liquidity, as a tool to manage our balance sheet sensitivity and regulatory capital ratios, and as a base upon which to pledge assets for public deposits. When our liquidity position exceeds current needs and our expected loan demand, other investments are considered as a secondary earnings alternative. As investments mature, they are used to meet current cash needs, or they are reinvested to maintain our desired liquidity position. We have designated the majority of our securities as available-for-sale to provide flexibility, in case an immediate need for liquidity arises, and we believe that the composition of the portfolio offers needed flexibility in managing our liquidity position and interest rate sensitivity without adversely impacting our regulatory capital levels. In certain cases, we have designated securities as held-to-maturity to protect capital from changes in the value of the securities portfolio. Securities available-for-sale are reported at fair value with unrealized gains or losses reported as a separate component of other comprehensive income, net of related deferred taxes while securities held-to-maturity are reported at amortized cost. Purchase premiums and discounts are recognized in income using the interest method over the terms of the securities.

During the three months ended March 31, 2024, we purchased investment securities totaling $13.6 million and sold investment securities with proceeds received of $33.7 million including net realized losses of $1.4 million.

The following tables summarize the amortized cost, gross unrealized gains, gross unrealized losses, and fair value of debt securities at March 31, 2024 and December 31, 2023 (amounts in thousands).

Amortized <br>Cost Gross <br>Unrealized <br>Gains Gross <br>Unrealized <br>Losses Fair Value
March 31, 2024:
Securities available-for-sale:
Residential mortgage-backed $ 406,554 $ 28 $ (60,105 ) $ 346,477
U.S. treasury securities 115,822 - (10,003 ) 105,819
U.S. govt. sponsored enterprises 61,738 - (5,317 ) 56,421
State, county, and municipal 70,397 - (9,418 ) 60,979
Corporate debt obligations 16,744 4 (2,006 ) 14,742
Total available-for-sale $ 671,255 $ 32 $ (86,849 ) $ 584,438
Amortized <br>Cost Gross <br>Unrealized <br>Gains Gross <br>Unrealized <br>Losses Fair Value
--- --- --- --- --- --- --- --- --- ---
March 31, 2024:
Securities held-to-maturity:
Residential mortgage-backed $ 62,884 $ - $ (12,819 ) $ 50,065
State, county, and municipal 62,827 - (12,354 ) 50,473
Total held-to-maturity $ 125,711 $ - $ (25,173 ) $ 100,538
Amortized <br>Cost Gross <br>Unrealized <br>Gains Gross <br>Unrealized <br>Losses Fair Value
--- --- --- --- --- --- --- --- --- ---
December 31, 2023:
Securities available-for-sale:
Residential mortgage-backed $ 413,179 $ 102 $ (55,981 ) $ 357,300
U.S. treasury securities 130,713 - (10,661 ) 120,052
U.S. govt. sponsored enterprises 68,751 - (5,185 ) 63,566
State, county, and municipal 73,514 4 (8,857 ) 64,661
Corporate debt obligations 17,758 5 (2,251 ) 15,512
Total available-for-sale $ 703,915 $ 111 $ (82,935 ) $ 621,091
Amortized <br>Cost Gross <br>Unrealized <br>Gains Gross <br>Unrealized <br>Losses Fair Value
December 31, 2023:
Securities held-to-maturity:
Residential mortgage-backed $ 63,953 $ - $ (12,022 ) $ 51,931
State, county, and municipal 62,840 - (11,597 ) 51,243
Total held-to-maturity $ 126,793 $ - $ (23,619 ) $ 103,174

Loans

Loans are the largest category of interest earning assets and typically provide higher yields than other types of interest earning assets. Associated with the higher loan yields are the inherent credit and liquidity risks which management attempts to control and counterbalance. Total loans averaged $2.25 billion during the three months ended March 31, 2024, or 71.2% of average interest earning assets, as compared to $1.85 billion, or 65.7% of average interest earning assets, for the three months ended March 31, 2023. At March 31, 2024, total loans, net of deferred loan fees and discounts, were $2.27 billion, compared to $2.24 billion at December 31, 2023, an increase of $29.8 million, or 1.33%.

The organic, or non-acquired, growth in our loan portfolio is attributable both to our ability to attract new customers and to our ability to benefit from the overall growth in our markets. We seek to build relationships with new customers, maintain and even improve our relationships with existing customers, and encourage our bankers to be involved in their communities. We expect our bankers to recognize business development efforts and to maintain healthy relationships with clients, and our philosophy is to be responsive to customer needs by providing decisions in a timely manner. In addition to our business development efforts, many of the markets that we serve have shown signs of economic recovery over the last few years.

The following table provides a summary of the loan portfolio as of March 31, 2024, and December 31, 2023.

March 31, 2024 December 31, 2023
Amount % of Total Amount % of Total
Residential real estate:
Closed-end 1-4 family - first lien $ 791,345 35.3 % $ 771,144 34.9 %
Closed-end 1-4 family - junior lien 12,383 0.6 % 11,814 0.5 %
Multi-family 19,402 0.9 % 26,739 1.2 %
Total residential real estate 823,130 36.8 % 809,697 36.6 %
Commercial real estate:
Nonfarm nonresidential 594,096 26.5 % 557,202 25.2 %
Farmland 68,105 3.0 % 58,532 2.6 %
Total commercial real estate 662,201 29.5 % 615,734 27.8 %
Construction and land development:
Residential 99,056 4.4 % 100,974 4.6 %
Other 165,460 7.4 % 195,724 8.9 %
Total construction and land development 264,516 11.8 % 296,698 13.5 %
Home equity lines of credit 103,643 4.6 % 95,544 4.3 %
Commercial loans:
Other commercial loans 271,725 12.1 % 273,639 12.4 %
Agricultural 61,664 2.8 % 66,510 3.0 %
State, county, and municipal loans 35,116 1.6 % 34,819 1.6 %
Total commercial loans 368,505 16.5 % 374,968 17.0 %
Consumer loans 55,909 2.5 % 55,587 2.5 %
Total gross loans 2,277,904 101.7 % 2,248,228 101.7 %
Allowance for credit losses (29,856 ) -1.3 % (28,991 ) -1.3 %
Net discounts (21 ) 0.0 % (129 ) 0.0 %
Net deferred loan fees (8,038 ) -0.4 % (8,093 ) -0.4 %
Net loans $ 2,239,989 100.0 % $ 2,211,015 100.0 %

In this context, a “real estate loan” is defined as any loan, secured by real estate, regardless of the purpose of the loan. It is common practice for financial institutions in our market areas, and for our Bank, to obtain a security interest or lien in real estate whenever possible, in addition to any other available collateral. This collateral is taken to reinforce the likelihood of the ultimate repayment of the loan and tends to increase the magnitude of the real estate loan portfolio component. In general, we prefer real estate collateral to many other potential collateral sources, such as accounts receivable, inventory and equipment.

Real estate loans are the largest component of our loan portfolio and include residential real estate loans, commercial real estate loans, and construction and land development loans. At March 31, 2024, this category totaled $1.75 billion, or 76.82% of total gross loans, compared to $1.72 billion, or 76.60%, at December 31, 2023. Real estate loans increased $27.7 million, or 1.61%, during the period December 31, 2023 to March 31, 2024. Commercial loans decreased $6.5 million, or 1.72% during the same period. Our management team and lending officers have a great deal of experience and expertise in real estate lending and commercial lending.

The federal regulatory agencies issued two “guidance” documents that have a significant impact on real estate related lending and, thus, on the operations of the Bank. One part of the guidance could require lenders to restrict lending secured primarily by certain categories of commercial real estate to a level of 300% of their capital or to raise additional capital. This factor, combined with the current economic environment, could affect the Bank’s lending strategy away from, or to limit its expansion of, commercial real estate lending, which has been a material part of River Financial Corporation’s lending strategy. This could also have a negative impact on our lending and profitability. Management actively monitors the composition of the Bank’s loan portfolio, focusing on concentrations of credit, and the results of that monitoring activity are periodically reported to the Board of Directors.

The other guidance relates to the structuring of certain types of mortgages that allow negative amortization of consumer mortgage loans. Although the Bank does not engage at present in lending using these types of instruments, the guidance could have the effect of making the Bank less competitive in consumer mortgage lending if the local market is driving the demand for such an offering.

The repayment of loans is a source of additional liquidity for us. The following table sets forth our variable rate and fixed rate loans maturing within specific intervals at March 31, 2024.

LOAN MATURITY AND SENSITIVITY TO CHANGES IN INTEREST RATES

Over one Over five
One year year through years through Over fifteen
Variable Rate Loans: or less five years fifteen years years Total
Residential real estate:
Closed-end 1-4 family - first lien $ 5,799 $ 3,792 $ 4,337 $ 436,269 $ 450,197
Closed-end 1-4 family - junior lien 652 - - 265 917
Multi-family 431 2,741 - - 3,172
Total residential real estate 6,882 6,533 4,337 436,534 454,286
Commercial real estate:
Nonfarm nonresidential 6,517 15,140 1,886 - 23,543
Farmland 3,443 1,375 - 246 5,064
Total commercial real estate 9,960 16,515 1,886 246 28,607
Construction and land development:
Residential 22,532 422 240 42,829 66,023
Other 15,438 9,989 53 4,467 29,947
Total construction and land development 37,970 10,411 293 47,296 95,970
Home equity lines of credit 7,858 4,463 67,999 - 80,320
Commercial loans:
Other commercial loans 75,640 15,236 8,640 - 99,516
Agricultural 37,179 743 - - 37,922
State, county, and municipal loans - - - - -
Total commercial loans 112,819 15,979 8,640 - 137,438
Consumer loans 2,633 1,088 52 - 3,773
Total gross variable rate loans $ 178,122 $ 54,989 $ 83,207 $ 484,076 $ 800,394
Over one Over five
--- --- --- --- --- --- --- --- --- --- ---
One year year through years through Over fifteen
Fixed Rate Loans: or less five years fifteen years years Total
Residential real estate:
Closed-end 1-4 family - first lien $ 21,055 $ 149,117 $ 68,381 $ 102,595 $ 341,148
Closed-end 1-4 family - junior lien 932 8,690 1,538 306 11,466
Multi-family 214 12,912 2,262 842 16,230
Total residential real estate 22,201 170,719 72,181 103,743 368,844
Commercial real estate:
Nonfarm nonresidential 28,842 284,025 252,578 5,108 570,553
Farmland 1,987 41,952 19,035 67 63,041
Total commercial real estate 30,829 325,977 271,613 5,175 633,594
Construction and land development:
Residential 30,652 1,475 214 692 33,033
Other 36,355 61,276 37,195 687 135,513
Total construction and land development 67,007 62,751 37,409 1,379 168,546
Home equity lines of credit 853 4,049 18,421 - 23,323
Commercial loans:
Other commercial loans 23,186 111,700 37,323 - 172,209
Agricultural 5,797 16,724 1,221 - 23,742
State, county, and municipal loans 3,856 8,853 22,407 - 35,116
Total commercial loans 32,839 137,277 60,951 - 231,067
Consumer loans 6,025 29,603 16,372 136 52,136
Total fixed rate gross loans $ 159,754 $ 730,376 $ 476,947 $ 110,433 $ 1,477,510
Over one Over five
One year year through years through Over fifteen
Total Loans: or less five years fifteen years years Total
Residential real estate:
Closed-end 1-4 family - first lien $ 26,854 $ 152,909 $ 72,718 $ 538,864 $ 791,345
Closed-end 1-4 family - junior lien 1,584 8,690 1,538 571 12,383
Multi-family 645 15,653 2,262 842 19,402
Total residential real estate 29,083 177,252 76,518 540,277 823,130
Commercial real estate:
Nonfarm nonresidential 35,359 299,165 254,464 5,108 594,096
Farmland 5,430 43,327 19,035 313 68,105
Total commercial real estate 40,789 342,492 273,499 5,421 662,201
Construction and land development:
Residential 53,184 1,897 454 43,521 99,056
Other 51,793 71,265 37,248 5,154 165,460
Total construction and land development 104,977 73,162 37,702 48,675 264,516
Home equity lines of credit 8,711 8,512 86,420 - 103,643
Commercial loans:
Other commercial loans 98,826 126,936 45,963 - 271,725
Agricultural 42,976 17,467 1,221 - 61,664
State, county, and municipal loans 3,856 8,853 22,407 - 35,116
Total commercial loans 145,658 153,256 69,591 - 368,505
Consumer loans 8,658 30,691 16,424 136 55,909
Total gross loans $ 337,876 $ 785,365 $ 560,154 $ 594,509 $ 2,277,904

The information presented in the table above is based upon the contractual maturities of the individual loans, which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval, as well as modification of terms at their maturity. Consequently, we believe that this treatment presents fairly the maturity structure of the loan portfolio.

Allowance for Credit Losses, Provision for Credit Losses and Asset Quality

Allowance for credit losses and provision for credit losses

The allowance for credit losses represents management’s estimate of probable inherent credit losses in the loan portfolio. Management determines the allowance based on an ongoing evaluation of risk as it correlates to potential losses within the portfolio. Increases to the allowance for credit losses are made by charges to the provision for credit losses. Loans deemed to be uncollectible are charged against the allowance. Recoveries of previously charged-off amounts are credited to the allowance for credit losses.

The Bank recognizes that all significant factors that affect the collectability of the loan portfolio must be considered to determine the estimated credit losses as of the evaluation date. Furthermore, the methodology, in and of itself and even when selectively adjusted by comparison to market and peer data, does not provide a sufficient basis to determine the estimated credit losses. The Bank adjusts the modeled historical losses by a qualitative adjustment to incorporate all significant risks to form a sufficient basis to estimate the credit losses. These qualitative adjustments may increase or reduce reserve levels and include adjustments for lending management experience, loan review and audit results, asset quality and portfolio trends, loan portfolio growth, and concentrations, trends in underlying collateral, as well as external factors and economic conditions not already captured.

Loans that do not share risk characteristics are evaluated on an individual basis. Generally, this population includes loans on non-accrual status, however, they can also include any loan that does not share risk characteristics with its respective pool. When management determines that foreclosure is probable and the borrower is experiencing financial difficulty, the expected credit losses are based on the fair value of the collateral at the reporting date unadjusted for selling costs as appropriate. When the expected source of repayment is from a source other than the underlying collateral, impairment will generally be measured based on the present value of expected proceeds discounted at the contractual interest rate.

Management believes the data it uses in determining the allowance for credit losses is sufficient to estimate potential losses in the loan portfolio; however, actual results could differ from management’s estimate.

The following table presents a summary of changes in the allowance for credit losses for the periods indicated (amounts in thousands).

As of and for the
Three Months Ended:
March 31, March 31,
2024 2023
Allowance for credit losses at beginning of period $ 28,991 $ 24,310
Impact of adopting ASC 326 - 80
Charge-offs:
Mortgage loans on real estate:
Residential real estate - -
Commercial real estate 249 -
Construction and land development 19 -
Total mortgage loans on real estate 268 -
Home equity lines of credit 50 -
Commercial 88 67
Consumer 61 34
Total 467 101
Recoveries:
Mortgage loans on real estate:
Residential real estate - -
Commercial real estate 2 77
Construction and land development - -
Total mortgage loans on real estate 2 77
Home equity lines of credit - -
Commercial 16 33
Consumer 5 4
Total 23 114
Net charge-offs (recoveries) 444 (13 )
Provision for credit losses 1,309 1,311
Allowance for credit losses at end of period $ 29,856 $ 25,714
Total loans outstanding, net of deferred loan fees 2,269,845 1,910,514
Average loans outstanding, net of deferred loan fees 2,253,010 1,850,442
Allowance for credit losses to period end loans 1.32 % 1.35 %
Net charge-offs to average loans (annualized) 0.08 % 0.00 %

Allocation of the Allowance for Credit Losses

While no portion of the allowance for credits losses is in any way restricted to any individual loan or group of loans and the entire allowance is available to absorb losses from any and all loans, the following table represents management’s allocation of the allowance for credit losses to specific loan categories as of the dates indicated (amounts in thousands).

March 31, 2024 December 31, 2023
Percent of Percent of
Amount Total Amount Total
Mortgage loans on real estate:
Residential real estate $ 7,497 25.2 % $ 7,233 25.0 %
Commercial real estate 11,494 38.5 % 10,530 36.3 %
Construction and land development 3,889 13.0 % 4,646 16.0 %
Total mortgage loans on real estate 22,880 76.7 % 22,409 77.3 %
Home equity lines of credit 1,171 3.9 % 1,078 3.7 %
Commercial 5,201 17.4 % 4,906 16.9 %
Consumer 604 2.0 % 598 2.1 %
Total $ 29,856 100.0 % $ 28,991 100.0 %

Nonperforming Assets

The following table presents our nonperforming assets as of the dates indicated (amounts in thousands):

March 31, December 31,
2024 2023 2023
Nonaccrual loans $ 4,357 $ 4,714 $ 5,579
Accruing loans past due 90 days or more 68 - 288
Total nonperforming loans 4,425 4,714 5,867
Foreclosed assets 924 198 92
Total nonperforming assets $ 5,349 $ 4,912 $ 5,959
Allowance for credit losses to period end loans 1.32 % 1.35 % 1.29 %
Allowance for credit losses to period end nonperforming loans 674.71 % 545.48 % 494.14 %
Net charge-offs (recoveries) to average loans (annualized) 0.07 % 0.00 % 0.03 %
Nonperforming assets to period end loans and foreclosed property 0.24 % 0.26 % 0.27 %
Nonperforming loans to period end loans 0.19 % 0.25 % 0.26 %
Nonperforming assets to total assets 0.16 % 0.16 % 0.18 %
Period end loans 2,269,845 1,910,514 2,240,006
Period end total assets 3,368,560 2,988,952 3,235,250
Allowance for credit losses 29,856 25,714 28,991
Average loans for the period 2,253,010 1,850,442 2,043,466
Net charge-offs (recoveries) for the period 444 (13 ) 643
Period end loans plus foreclosed property 2,270,769 1,910,712 2,240,098

Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that the collection of interest is doubtful. In addition to consideration of these factors, loans that are past due 90 days or more are generally placed on nonaccrual status. When a loan is placed on nonaccrual status, all accrued interest on the loan is reversed and deducted from earnings as a reduction of reported interest income. No additional interest is accrued on the loan balance until collection of both principal and interest becomes reasonably certain. Payments received while a loan is on nonaccrual status will generally be applied to the outstanding principal balance. When a problem loan is finally resolved, there may ultimately be an actual write-down or charge-off of the principal balance of the loan that would necessitate additional charges to the allowance for credit losses.

Deposits

Deposits, which include noninterest bearing demand deposits, interest bearing demand deposits, money market accounts, savings accounts, and time deposits, are the principal source of funds for the Bank. We offer a variety of products designed to attract and retain customers, with primary focus on building and expanding client relationships. Management continues to focus on establishing a comprehensive relationship with consumer and business borrowers, seeking deposits as well as lending relationships.

The following table details the composition of our deposit portfolio as of March 31, 2024, and December 31, 2023.

December 31, 2023
Percent of Percent of
Total Amount Total
Demand deposits, non-interest bearing 647,499 22.4 % $ 628,415 23.0 %
Demand deposits, interest bearing 706,488 24.4 % 693,421 25.4 %
Money market accounts 834,470 28.8 % 761,164 27.9 %
Savings deposits 113,562 3.9 % 112,563 4.1 %
Time certificates of 250 thousand or more 312,412 10.8 % 272,008 10.0 %
Other time certificates 279,331 9.7 % 263,084 9.6 %
Totals 2,893,762 100.0 % $ 2,730,655 100.0 %

All values are in US Dollars.

Total deposits were $2.89 billion at March 31, 2024, an increase of $163.1 million from December 31, 2023 with the increase resulting mainly in the balances of interest bearing demand deposits, money market account, and time deposit accounts. Some of our demand deposit accounts are seasonal and have expected balance fluctuations. The seasonality of these demand deposits is related to property tax collections and to agricultural production.

The following table presents the Bank’s time certificates of deposits by various maturities as of March 31, 2024 (amounts in thousands).

All Time Deposits Time Deposits250 or more Time Depositsless than 250
Three months or less $ 171,004
Greater than three months through six months 145,494
Greater than six months through one year 209,001
Greater than one year through three years 60,690
Greater than three years 5,554
Total $ 591,743

All values are in US Dollars.

Other Funding Sources

We supplement our deposit funding with wholesale funding when needed for balance sheet planning and management or when the terms are attractive and will not disrupt our offering rates in our markets. A source we have used for wholesale funding is the Federal Home Loan Bank of Atlanta (FHLB). The line of credit with the FHLB is secured by pledges of various loans in our loan portfolio. At March 31, 2024, the FHLB line of credit available was $350.0 million and at December 31, 2023 it was $210.3 million. As of March 31, 2024 and December 31, 2023, we had $205 million and $230 million Federal Home Loan Bank advances outstanding, respectively. We also have lines of credit for federal funds borrowings with other banks that totaled $100.0 million and $88.5 million at March 31, 2024 and December 31, 2023, respectively. Furthermore, we have pledged certain loans to the Federal Reserve Bank (FRB) to secure a line of credit. At March 31, 2024, the FRB line of credit available was $357.2 million and at December 31, 2023, the FRB line of credit available was $157.6 million. Another source that we have used for wholesale funding is the Federal Reserve Bank discount window. At both March 31, 2024 and December 31, 2023, we had no borrowings outstanding with the Federal Reserve Bank discount window.

On August 9, 2021, the Company entered into a line of credit agreement with ServisFirst Bank for $10 million. The line of credit agreement was amended on March 17, 2023 to increase the line to $20 million. The line of credit is to be used for general capital needs and investments. The line, when drawn, will require quarterly payments of interest only. The line of credit was amended on March 15, 2024 and extended the maturity date 24 months to March 15, 2026. Additionally, the amendment dated March 15, 2024 increased the interest rate float at Wall Street Journal Prime with a floor of 4.50% up from 3.25%. The line of credit is secured by 51% of the Company’s stock.

On March 9, 2021, River Financial Corporation (“the Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with the purchasers signatory thereto providing for a private placement of $40 million in aggregate principal amount of 4.00% fixed-to-floating rate Subordinated Notes due March 15, 2031 (the “Notes”). The Notes were issued by the Company to the purchasers at a price equal to 100% of their face amount. Interest on the Notes will accrue from March 9, 2021, and the Company will pay interest semi-annually on March 15th and September 15th of each year, beginning on September 15, 2021, until the Notes mature. The Notes will bear interest at a fixed rate of 4.00% per year, from and including March 9, 2021 to, but excluding, March 15, 2026. From and including March 15, 2026, but excluding the maturity date or early redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term SOFR plus 342 basis points. The Notes may not be prepaid by the Company prior to March 15, 2026. From and after March 15, 2026, the Company may prepay all or, from time to time, any part of the Notes at 100% of the principal amount (plus accrued interest) without penalty, subject to any requirement under Federal Reserve Board regulations to obtain prior approval from the Board of Governors of the Federal Reserve System before making any prepayment. The Notes may also be prepaid by the Company at any time after the occurrence of an event that would preclude the Notes from being included in the Tier 2 Capital of the Company. The Purchase Agreement contains customary representations and warranties, events of default, and affirmative and negative covenants, including the requirement that, subject to certain limitations, the Company restructure any portion of the Notes that ceases to be deemed Tier 2 Capital. The Company used approximately $19.7 million of the net proceeds from the issuance of the Notes to pay off its note with CenterState Bank dated October 31, 2018, including interest accrued on such notes, and the remaining proceeds for general corporate purposes, including providing capital to support the organic growth of its bank subsidiary, River Bank.

Liquidity

Market and public confidence in our financial strength and financial institutions in general will largely determine our access to appropriate levels of liquidity. This confidence is significantly dependent on our ability to maintain sound asset quality and appropriate levels of capital reserves.

Liquidity is defined as the ability to meet anticipated customer demands for funds under credit commitments and deposit withdrawals at a reasonable cost and on a timely basis. We measure our liquidity position by giving consideration to both on- and off-balance sheet sources of and demands for funds on a daily, weekly and monthly basis.

Liquidity risk involves the risk of being unable to fund assets with the appropriate duration and rate-based liabilities, as well as the risk of not being able to meet unexpected cash needs. Liquidity planning and management are necessary to ensure the ability to fund operations cost-effectively and to meet current and future potential obligations such as loan commitments and unexpected deposit outflows. In this process, we focus on assets and liabilities and on the manner in which they combine to provide adequate liquidity to meet our needs.

Funds are available from a number of basic banking activity sources, including the core deposit base, the repayment and maturity of loans, and investment cash flows. Other funding sources include federal funds borrowings, brokered certificates of deposit and borrowings from the FHLB and FRB.

Cash and cash equivalents at March 31, 2024 and December 31, 2023, were $213.9 million and $72.6 million, respectively. Based on recorded cash and cash equivalents, management believes River Financial Corporation’s liquidity resources were sufficient at March 31, 2024 to fund loans and meet other cash needs as necessary.

Off-Balance Sheet Arrangements

The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financial needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized by the balance sheet. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. In most cases, the Company requires collateral or other security to support financial instruments with credit risk.

Financial instruments whose contract amount represents credit risk at March 31, 2024 and December 31, 2023 were as follows (amounts in thousands):

March 31, 2024 December 31, 2023
Commitments to extend credit $ 466,161 $ 477,476
Stand-by and performance letters of credit 7,666 8,025
Total $ 473,827 $ 485,501

Contractual Obligations

While our liquidity monitoring and management considers both present and future demands for and sources of liquidity, the following table of contractual commitments focuses only on future obligations as of March 31, 2024 (amounts in thousands).

Due after 1 Due after 3
through through Due after
3 years 5 years 5 years Total
Deposits without a stated maturity 2,302,019 $ - $ - $ - $ 2,302,019
Certificates of deposit of less than 250 245,348 30,658 3,326 - 279,332
Certificates of deposit of 250 or more 280,151 30,032 2,228 - 312,411
Securities sold under agreements to repurchase 14,588 - - - 14,588
Federal Home Loan Bank advances 55,000 50,000 40,000 60,000 205,000
Subordinated debt, net of loan costs - - - 39,510 39,510
Operating leases 770 1,097 734 1,667 4,268
Total contractual obligations 2,897,876 $ 111,787 $ 46,288 $ 101,177 $ 3,157,128

All values are in US Dollars.

Capital Position and Dividends

At March 31, 2024 and December 31, 2023, total stockholders’ equity was $197.7 million and $198.3 million, respectively. The decrease of approximately $612.0 thousand resulted mainly from the net change in retained earnings and accumulated other comprehensive loss for the three months ended March 31, 2024. Retained earnings for the first three months of 2024 increased $2.0 million while accumulated other comprehensive loss increased $2.9 million. The ratio of stockholders’ equity to total assets was 5.87% and 6.13% at March 31, 2024 and December 31, 2023, respectively.

River Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Certain items such as goodwill and other intangible assets are deducted from total capital in arriving at the various regulatory capital measures such as Common Equity Tier 1 capital, Tier 1 capital, and total risk-based capital. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on River Financial Corporation’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, River Bank must meet specific capital guidelines that involve quantitative measures of the bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory regulations and guidelines. River Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors.

River Bank is eligible to utilize the community bank leverage ratio (CBLR) framework. The Bank has evaluated this option and has elected not to utilize the CBLR framework at this time, but may do so in the future.

Quantitative measures, established by regulation to ensure capital adequacy effective January 1, 2015, require River Financial Corporation and River Bank to maintain minimum amounts and ratios (set forth in the table below) of total risk based capital, Common Equity Tier 1 capital, and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined in the regulations), and of Tier 1 capital (as defined in the regulations) to average assets (as defined in the regulations).

Management believes, as of March 31, 2024, that the Company and Bank meet all capital adequacy requirements to which they are subject. The following table presents the Company's and Bank’s capital amounts and ratios as of March 31, 2024 with the required minimum levels for capital adequacy purposes including the phase in of the capital conservation buffer under Basel III and minimum levels to be well capitalized (as defined) under the regulatory prompt corrective action regulations.

As of March 31, 2024:
To Be Well Capitalized
Required For Capital Under Prompt Corrective
Actual Adequacy Purposes Action Regulations (1)
Amount Ratio Amount Ratio Amount Ratio
River Financial Corporation:
Total Capital (To Risk-Weighted Assets) $ 310,205 12.884 % $ 252,806 >= 10.500% N/A N/A
Common Equity Tier 1 Capital (To Risk-Weighted Assets) 240,350 9.983 % 168,532 >= 7.000% N/A N/A
Tier 1 Capital (To Risk-Weighted Assets) 240,350 9.983 % 204,645 >= 8.500% N/A N/A
Tier 1 Capital (To Average Assets) 240,350 7.400 % 129,919 >= 4.000% N/A N/A
River Bank:
Total Capital (To Risk-Weighted Assets) $ 306,856 12.745 % $ 252,802 >= 10.500% $ 240,764 >= 10.00%
Common Equity Tier 1 Capital (To Risk-Weighted Assets) 277,001 11.505 % 168,535 >= 7.000% 156,496 >= 6.50%
Tier 1 Capital (To Risk-Weighted Assets) 277,001 11.505 % 204,649 >= 8.500% 192,611 >= 8.00%
Tier 1 Capital (To Average Assets) 277,001 8.529 % 129,913 >= 4.000% 162,392 >= 5.00%
(1) the prompt corrective action provisions are applicable at the Bank level only.

Management believes, as of December 31, 2023, that the Bank met all capital adequacy requirements to which it was subject at the time. The following table presents the Company's and Bank’s capital amounts and ratios as of December 31, 2023 with the required minimum levels for capital adequacy purposes and minimum levels to be well capitalized (as defined) under the prompt corrective action regulations.

As of December 31, 2023:
To Be Well Capitalized
Required For Capital Under Prompt Corrective
Actual Adequacy Purposes Action Regulations (1)
Amount Ratio Amount Ratio Amount Ratio
River Financial Corporation:
Total Capital (To Risk-Weighted Assets) $ 306,917 12.948 % $ 248,890 >= 10.500% N/A N/A
Common Equity Tier 1 Capital (To Risk-Weighted Assets) 237,927 10.037 % 165,935 >= 7.000% N/A N/A
Tier 1 Capital (To Risk-Weighted Assets) 237,927 10.037 % 201,492 >= 8.500% N/A N/A
Tier 1 Capital (To Average Assets) 237,927 7.505 % 126,810 >= 4.000% N/A N/A
River Bank:
Total Capital (To Risk-Weighted Assets) $ 303,279 12.794 % $ 248,892 >= 10.500% $ 237,040 >= 10.00%
Common Equity Tier 1 Capital (To Risk-Weighted Assets) 274,289 11.571 % 165,928 >= 7.000% 154,076 >= 6.50%
Tier 1 Capital (To Risk-Weighted Assets) 274,289 11.571 % 201,484 >= 8.500% 189,632 >= 8.00%
Tier 1 Capital (To Average Assets) 274,289 8.652 % 126,807 >= 4.000% 158,508 >= 5.00%
(1) the prompt corrective action provisions are applicable at the Bank level only.

River Financial Corporation’s principal source of funds for dividend payments and debt service is dividends received from River Bank. There are statutory limitations on the payment of dividends by River Bank to River Financial Corporation. As of March 31, 2024, the maximum amount the Bank could dividend to River Financial Corporation without prior regulatory authority approval was approximately $60.9 million. In addition to dividend restrictions, federal statutes prohibit unsecured loans from banks to bank holding companies.

During the three months ending March 31, 2024 there were 3,500 incentive stock options issued with a weighted average exercise price of $33.84 per share. During the same period, there were 6,806 incentive stock options exercised at a weighted average exercise price of $23.34 per share. During the same period, there were no incentive stock options forfeited. A total of 337,044 incentive stock options were outstanding as of March 31, 2024 with a weighted average exercise price of $25.45 per share and a weighted average remaining life of 4.89 years.

During the three months ending March 31, 2024 there were no restricted stock grants issued. During the same time period, there were 10,350 stock grants that vested with a weighted average exercise price of $31.40. During the same time period, there were no stock grants forfeited. A total of 55,383 restricted stock grants remained nonvested as of March 31, 2024 with a weighted average exercise price of $32.07 per share and a weighted average remaining life of 2.57 years.

Interest Sensitivity and Market Risk

Management monitors and manages the pricing and maturity of our assets and liabilities in order to diminish the potential adverse impact that changes in interest rates could have on net interest income. The principal monitoring technique employed by the Bank is simulation analysis.

In simulation analysis, we review each asset and liability category and its projected behavior in various different interest rate environments. These projected behaviors are based on management’s past experience and on current competitive environments, including the various environments in the different markets in which we compete. Using projected behavior and differing rate scenarios as inputs, the simulation analysis generates projections of net interest income. We also periodically verify the validity of this approach by comparing actual results with those that were projected in previous models.

Another technique used in interest rate management, but to a lesser degree than simulation analysis, is the measurement of the interest sensitivity “gap”, which is the positive or negative dollar difference between assets and liabilities that are subject to interest rate repricing within a given period of time. Interest rate sensitivity can be managed by repricing assets and liabilities, selling securities available for sale, replacing an asset or liability at maturity or by adjusting the interest rate during the life of an asset or liability.

We evaluate interest rate sensitivity risk and then formulate guidelines regarding asset generation and repricing, and sources and prices of off-balance sheet commitments in order to maintain interest sensitivity risk at levels deemed prudent by management. We use computer simulations to measure the net income effect of various rate scenarios. The modeling reflects interest rate changes and the related impact on net income over specified periods of time.

The following table illustrates our interest rate sensitivity at March 31, 2024, assuming the relevant assets and liabilities are collected and paid, respectively, based upon historical experience rather than their stated maturities (amounts in thousands).

0-1 Mos 1-3 Mos 3-12 Mos 1-2 Yrs 2-3 Yrs >3 Yrs Total
Interest earning assets
Loans $ 379,292 $ 108,053 $ 346,114 $ 348,729 $ 259,606 $ 828,051 $ 2,269,845
Securities 25,069 13,450 39,348 66,773 144,344 421,165 710,149
Certificates of deposit in banks - - - 1,250 2,500 468 4,218
Cash balances in banks 134,893 - - - - - 134,893
Federal funds sold 46,000 - - - - - 46,000
Total interest earning assets $ 585,254 $ 121,503 $ 385,462 $ 416,752 $ 406,450 $ 1,249,684 $ 3,165,105
Interest bearing liabilities
Interest bearing transaction accounts $ 223,205 $ 11,644 $ 52,401 $ 69,866 $ 69,866 $ 279,506 $ 706,488
Savings and money market accounts 467,990 9,624 43,314 57,752 57,752 311,600 948,032
Time deposits 66,079 85,598 369,847 54,581 8,737 6,901 591,743
Securities sold under agreements to repurchase 14,588 - - - - - 14,588
Federal Home Loan Bank advances 60,000 55,000 40,000 25,000 25,000 - 205,000
Subordinated debentures, net of loan costs - - - - - 39,510 39,510
Total interest bearing liabilities $ 831,862 $ 161,866 $ 505,562 $ 207,199 $ 161,355 $ 637,517 $ 2,505,361
Interest sensitive gap
Period gap $ (246,608 ) $ (40,363 ) $ (120,100 ) $ 209,553 $ 245,095 $ 612,167 $ 659,744
Cumulative gap $ (246,608 ) $ (286,971 ) $ (407,071 ) $ (197,518 ) $ 47,577 $ 659,744
Cumulative gap - Rate Sensitive Assets/ Rate<br>   Sensitive Liabilities -7.8 % -9.1 % -12.9 % -6.2 % 1.5 % 20.8 %

The Bank generally benefits from increasing market interest rates when it has an asset-sensitive gap (a positive number) and generally benefits from decreasing market interest rates when it is liability sensitive (a negative number). As shown in the table above, the Bank is liability sensitive on a cumulative basis throughout the one to two year time frame. The interest sensitivity analysis presents only a static view of the timing and repricing opportunities, without taking into consideration that changes in interest rates do not affect all assets and liabilities equally. For example, rates paid on a substantial portion of core deposits may change contractually within a relatively short time frame, but those are viewed by management as significantly less interest sensitive than market-based rates such as those paid on non-core deposits. For this and other reasons, management relies more upon the simulations analysis (as noted above) in managing interest rate risk. Net interest income may be impacted by other significant factors in a given interest rate environment, including changes in volume and mix of interest earning assets and interest bearing liabilities.

The Bank’s earnings are dependent, to a large degree, on its net interest income, which is the difference between interest income earned on all interest earning assets, primarily loans and securities, and interest paid on all interest bearing liabilities, primarily deposits. Market risk is the risk of loss from adverse changes in market prices and interest rates. Our market risk arises primarily from inherent interest rate risk in our lending, investing and deposit gathering activities. We seek to reduce our exposure to market risk through actively monitoring and managing interest rate risk. Management relies on simulations analysis to evaluate the impact of varying levels of prevailing interest rates and the sensitivity of specific earning assets and interest bearing liabilities to changes in those prevailing rates. Simulation analysis consists of evaluating the impact on net interest income given changes from 400 basis points below the current prevailing rates to 400 basis points above current prevailing interest rates. Management makes certain assumptions as to the effect varying levels of interest rates have on certain interest earning assets and interest bearing liabilities, which assumptions consider both historical experience and consensus estimates of outside sources.

The following table illustrates the results of our simulation analysis to determine the extent to which market risk would affect net interest income for the next twelve months if prevailing interest rates increased or decreased by the specified amounts from current rates. As noted above, this model uses estimates and assumptions in asset and liability account rate reactions to changes in prevailing interest rates. However, to isolate the market risk inherent in the balance sheet, the model assumes that no growth in the balance sheet occurs during the projection period. This model also assumes an immediate and parallel shift in interest rates, which would result in no change in the shape or slope of the interest rate yield curve. Because of the inherent use of the estimates and assumptions in the simulation model to derive this market risk information, the actual results of the future impact of market risk on our net interest income may differ from that found in the table. Given the current level of prevailing interest rates, management believes prevailing market rates falling 300 basis points and 400 basis points are not reasonable assumptions. All other simulated prevailing interest rates changes modeled indicate a level of sensitivity of the Bank’s net interest income to those changes that is acceptable to management and within established Bank policy limits as of both dates shown.

Impact on net interest income
As of As of
March 31, 2024 December 31, 2023
Change in prevailing rates:
+ 400 basis points (10.10 )% (13.84 )%
+ 300 basis points (7.51 )% (10.27 )%
+ 200 basis points (5.01 )% (6.87 )%
+ 100 basis points (2.50 )% (3.35 )%
+ 0 basis points - -
- 100 basis points 2.28 % 3.02 %
- 200 basis points 4.20 % 5.59 %
- 300 basis points 5.22 % 8.11 %
- 400 basis points 7.08 % 12.40 %

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company has carried out an evaluation under the supervision and with participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even the effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2024, the Company’s disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods and is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the three months ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 1. LEGAL PROCEEDINGS

From time to time the Company is a party to legal proceedings. At the present time the Company is not part of any proceeding which the Company deems to be material except as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 at Item 1., "Supervision and Regulation - USA Patriot Act."

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 that could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

Item 6. Exhibits.

Exhibit<br><br>Number Description
3.1 Certificate of Incorporation of River Financial Corporation included as Exhibit 3.1 in the River Financial Corporation Form 8-K filed May 18, 2023 and incorporated herein by reference.
3.2 Bylaws of River Financial Corporation included as Exhibit 3.2 in the River Financial Corporation 8-K filed May 18, 2023 and incorporated herein by reference.
4.1 Article IV and Article V of the Certificates of Incorporation filed at Exhibit 3.1 to the Registrants’ Form 8-K filed May 18, 2023, and Article II and Article VI of the Bylaws included asExhibit 3.2 of the Registrants’ Form 8-K filed May 18, 2023, and incorporated herein by reference.
10.1 River Financial 2006 Stock Compensation Plan filed as Exhibit 10.1 to the Registrant’s Registration Statement on Form S-4, registration no. 333-205986 filed on July 31, 2015 and incorporated herein by reference.
10.2 River Financial Change in Control Agreement for Jimmy Stubbs filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-4, registration no. 333-205986 filed on July 31, 2015 and incorporated herein by reference.
10.3 River Financial Change in Control Agreement for Kenneth H. Givens filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-4, registration no. 333-205986 filed on July 31, 2015 and incorporated herein by reference.
10.4 River Financial Change in Control Agreement for Joel K. Winslett filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-4, registration no. 333-205986 filed on July 31, 2015 and incorporated herein by reference.
10.5 River Financial Change in Control Agreement for Ray Smith filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-4, registration no. 333-205986 filed on July 31, 2015 and incorporated herein by reference.
10.6 River Financial Change in Control Agreement for Boles Pegues filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form S-4, registration no. 333-205986 filed on July 31, 2015 and incorporated herein by reference.
10.7 River Financial Employment Term Sheet for Ray Smith filed as Exhibit 10.7 to the Registrant’s Registration Statement on Form S-4, registration no. 333-205986 filed on July 31, 2015 and incorporated herein by reference.
10.8 River Financial Employment Term Sheet for Boles Pegues filed as Exhibit 10.8 to the Registrant’s Registration Statement on Form S-4, registration no. 333-205986 filed on July 31, 2015 and incorporated herein by reference.
10.9 River Bank & Trust Form of Warrant Agreement, assumed by River Financial filed as Exhibit 10.9 to the Registrant’s Registration statement on Form S-4, registration no. 333-205986 filed on July 31, 2015 and incorporated herein by reference.
10.10 River Financial 2015 Incentive Stock Compensation Plan filed as Annex E to the Registrant’s Registration Statement on Form S-4, registration no. 333-205986 filed on July 31, 2015 and incorporated herein by reference.
10.11 Loan Agreement between River Financial Corporation and CenterState Bank (now SouthState Bank) filed as Exhibit 10.1 to the Registrant’s Form 8-K/A filed November 2, 2018 and incorporated herein by reference.
10.12 Form of Subordinated Note Purchase Agreement, dated March 9, 2021, between River Financial Corporation and certain accredited investors, included as Exhibit 10.1 in the River Financial Corporation Form 8-K, filed on March 10, 2021 and incorporated herein by reference.
10.13 Loan and Security Agreement, dated August 9, 2021, between River Financial Corporation and ServisFirst Bank, included as Exhibit 10.13 in the River Financial Corporation Form 10-K, filed on March 15, 2022 and incorporated herein by reference.
31.1** Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2** Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
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32 ** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules omitted. Registrant agrees to furnish a copy of any omitted schedule to the SEC upon request.

** Filed herewith.

SIGNATURES

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

RIVER FINANCIAL CORPORATION
Date: May 7, 2024 By: /s/ James M. Stubbs
James M. Stubbs
Chief Executive Officer<br><br>(principal executive officer)
Date: May 7, 2024 By: /s/ Jason B. Davis
Jason B. Davis
Chief Financial Officer

EX-31.1

Exhibit 31.1

CERTIFICATION

I, James M. Stubbs, certify that:

  1. I have reviewed this report on Form 10-Q of River Financial Corporation;

  2. Based on my knowledge, this 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 report;

  3. Based on my knowledge, the financial statements, and other financial information included in this 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 period 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 our 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 report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of 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

  1. 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 (or persons performing the equivalent functions):

(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.

RIVER FINANCIAL CORPORATION
May 7, 2024 /s/ James M. Stubbs
James M. Stubbs
Chief Executive Officer
(principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Jason B. Davis, certify that:

  1. I have reviewed this report on Form 10-Q of River Financial Corporation;

  2. Based on my knowledge, this 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 report;

  3. Based on my knowledge, the financial statements, and other financial information included in this 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 period 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 our 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 report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of 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

  1. 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 (or persons performing the equivalent functions):

(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.

RIVER FINANCIAL CORPORATION
May 7, 2024 /s/ Jason B. Davis
Jason B. Davis
Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

CERTIFICATES PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of River Financial Corporation, an Alabama corporation (the “Company”), on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), each of James M. Stubbs, Chief Executive Officer of the Company, and Jason B. Davis, Chief Financial Officer of the Company, do hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

(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 financial condition and results of operations of the Company.

RIVER FINANCIAL CORPORATION
/s/ James M. Stubbs
James M. Stubbs
Chief Executive Officer
(principal executive officer)
Date: May 7, 2024
RIVER FINANCIAL CORPORATION
---
/s/ Jason B. Davis
Jason B. Davis
Chief Financial Officer<br><br>(principal financial officer and accounting officer)
Date: May 7, 2024

A signed original of this written statement required by Section 906 has been provided to River Financial Corporation and will be retained by River Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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