0001275168-24-000140 | 10-Q | XBRL Viewer

Shareholders’ Equity

9 Months Ended

Sep. 30, 2024

Shareholders’ Equity

(a) EPS

Basic EPS is net income divided by the weighted average number of common shares outstanding during the period less average unvested restricted stock awards (“RSAs”). Diluted EPS includes the dilutive effect of additional potential common shares related to unvested RSAs using the treasury stock method. The Company has two forms of outstanding common stock: common stock and unvested RSAs. Holders of unvested RSAs receive non-forfeitable dividends at the same rate as common shareholders and they both share equally in undistributed earnings, and therefore the RSAs are considered participating securities. However, under the two-class method, the difference in EPS is not significant for these participating securities.


Table 7.1: EPS
	Three months ended				Nine months ended
(in thousands, except share count and earnings per common share)	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net income	$	10,941	$	11,045	$	32,354	$	36,935

Basic weighted average common shares outstanding	21,182,143		17,175,034		19,809,298		17,163,609
Add: Dilutive effects of assumed vesting of restricted stock	50,615		19,791		50,344		22,626
Total dilutive weighted average common shares outstanding	21,232,758		17,194,825		19,859,642		17,186,235
Earnings per common share:
Basic EPS	$	0.52	$	0.64	$	1.63	$	2.15
Diluted EPS	$	0.52	$	0.64	$	1.63	$	2.15

The Company did not have any anti-dilutive shares at September 30, 2024 or September 30, 2023.

(b) Dividends

On July 18, 2024, the board of directors declared a $0.20 per common share dividend, totaling $4.3 million.

The Company’s stock-based compensation consists of RSAs granted under its historical stock-based incentive arrangement (the “Historical Incentive Plan”) and RSAs issued under the Five Star Bancorp 2021 Equity Incentive Plan (the “Equity Incentive Plan”). The Historical Incentive Plan consisted of RSAs for certain executive officers of the Company. The arrangement provided that these executive officers would receive shares of restricted common stock of the Company that vested over three years, with the number of shares granted based upon achieving certain performance objectives. These objectives included, but were not limited to, net income adjusted for the provision for credit losses, deposit growth, efficiency ratio, net interest margin, and asset quality. Compensation expense for RSAs granted under the Historical Incentive Plan is recognized over the service period, which is equal to the vesting period of the shares based on the fair value of the shares at issue date.

In connection with its IPO in May 2021, the Company granted RSAs under the Equity Incentive Plan to certain employees, officers, executives, and non-employee directors. Shares granted to non-employee directors vested immediately upon grant, while shares granted to certain employees, officers, and executives vest ratably over three, five, or seven years (as defined in the respective agreements). Since the completion of the IPO, the Company has granted RSAs under the Equity Incentive Plan to certain executives, which vest ratably over three or five years (as defined in the respective agreements), and to directors, which vest over one year. All RSAs were granted at the fair value of common stock at the time of the award. The RSAs are considered fixed awards, as the number of shares and fair value are known at the date of grant and the fair value at the grant date is amortized over the service period.

Non-cash stock compensation expense recognized for the three months ended September 30, 2024 and 2023 was $0.3 million and $0.2 million, respectively. Non-cash stock compensation expense recognized for the nine months ended September 30, 2024 and 2023 was $0.9 million and $0.7 million, respectively.

At September 30, 2024 and 2023, there were 137,457 and 82,324 unvested restricted shares, respectively. As of September 30, 2024, there was approximately $2.3 million of unrecognized compensation expense related to the 137,457 unvested restricted shares. The holders of unvested RSAs are entitled to dividends at the same per-share ratio as holders of common stock. Tax benefits for dividends paid on unvested RSAs are recorded as tax benefits in the consolidated statements of income with a corresponding decrease to current taxes payable. Such tax benefits are expected to be recognized over the weighted average term remaining on the unvested restricted shares of 3.14 years as of September 30, 2024. The impact of tax benefits for dividends paid on unvested restricted stock on the Company’s unaudited consolidated statements of income for the three and nine months ended September 30, 2024 and 2023 was immaterial.

Table 7.2 summarizes activity related to restricted shares for the periods indicated.


Table 7.2: Restricted Share Activity
	For the three months ended September 30,						For the nine months ended September 30,
	2024			2023			2024			2023
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Beginning of the period balance	137,457	$	21.43	82,324	$	21.75	69,338	$	20.53	96,826	$	20.34
Shares granted	—	—		—	—		96,380	21.97		16,978	28.52
Shares vested	—	—		—	—		(26,975)	21.03		(29,933)	20.78
Shares forfeited	—	—		—	—		(1,286)	21.54		(1,547)	26.95
End of the period balance	137,457	$	21.43	82,324	$	21.75	137,457	$	21.43	82,324	$	21.75

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Interest-Bearing Deposits (Tables)

9 Months Ended

Sep. 30, 2024

Interest-bearing Deposits [Abstract]

Summary of Interest- Bearing Deposits

Table 5.1 shows the composition of interest-bearing deposits as of September 30, 2024 and December 31, 2023.


Table 5.1: Interest-Bearing Deposits
(in thousands)	September 30, 2024		December 31, 2023
Interest-bearing transaction accounts	$	324,028	$	320,356
Savings accounts	131,561		126,498
Money market accounts	1,546,443		1,282,369
Time accounts, $250 or more	191,298		344,694
Other time accounts	299,710		121,878

Total interest-bearing deposits	$	2,493,040	$	2,195,795

Summary of Time Deposit Maturities

Scheduled maturities of time deposits as of September 30, 2024 for the next five years are shown in Table 5.2.


Table 5.2: Scheduled Maturities of Time Deposits
(in thousands)
2024	$	433,896
2025	53,862
2026	3,013
2027	101
2028	136
Total time deposits	$	491,008

Summary of Composition of Network Deposits

The composition of network deposits as of September 30, 2024 and December 31, 2023 is shown in Table 5.3.


Table 5.3: Network Deposits
(in thousands)	September 30, 2024		December 31, 2023
CDARS	$	18,441	$	16,325
ICS	682,050		620,199
Total network deposits	$	700,491	$	636,524

Summary of Interest Expense Recognized on Interest-Bearing Deposits

Table 5.4 presents interest expense recognized on interest-bearing deposits for the periods ended September 30, 2024 and 2023.


Table 5.4: Interest Expense Recognized on Interest-Bearing Deposits
	Three months ended				Nine months ended
(in thousands)	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Interest-bearing transaction accounts	$	1,237	$	972	$	3,467	$	2,230
Savings accounts	979		880		2,697		2,182
Money market accounts	14,688		9,536		40,231		23,108
Time accounts, $250 or more	2,387		3,865		8,622		8,462
Other time accounts	1,785		1,133		4,287		3,751
Total interest expense on interest-bearing deposits	$	21,076	$	16,386	$	59,304	$	39,733

Commitments and Contingencies - Unfunded Loan Commitments and Standby Letters of Credit (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total commitments and standby letters of credit	$ 428,645	$ 458,887
Commercial lines of credit
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total commitments and standby letters of credit	203,789	181,855
Undisbursed commercial real estate loans
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total commitments and standby letters of credit	102,338	107,712
Undisbursed construction loans
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total commitments and standby letters of credit	89,710	134,828
Agricultural lines of credit
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total commitments and standby letters of credit	23,832	24,635
Undisbursed residential real estate loans
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total commitments and standby letters of credit	7,075	6,538
Undisbursed agricultural real estate loans
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total commitments and standby letters of credit	0	1,200
Other
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total commitments and standby letters of credit	$ 1,901	$ 2,119

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2022			17,241,926
Beginning balance at Dec. 31, 2022	$ 252,825	$ (4,491)	$ 219,543	$ 46,736	$ (4,491)	$ (13,454)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	36,935			36,935
Other comprehensive income (loss)	(2,477)					(2,477)
Stock issued under stock award plans (in shares)			16,978
Stock issued under stock award plans	0
Stock compensation expense	723		$ 723
Stock forfeitures (in shares)			(1,547)
Stock forfeitures	0
Cash dividends paid	(9,491)			(9,491)
Ending balance (in shares) at Sep. 30, 2023			17,257,357
Ending balance at Sep. 30, 2023	274,024		$ 220,266	69,689		(15,931)
Beginning balance (in shares) at Jun. 30, 2023			17,257,357
Beginning balance at Jun. 30, 2023	269,140		$ 220,021	62,095		(12,976)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	11,045			11,045
Other comprehensive income (loss)	(2,955)					(2,955)
Stock compensation expense	245		$ 245
Cash dividends paid	(3,451)			(3,451)
Ending balance (in shares) at Sep. 30, 2023			17,257,357
Ending balance at Sep. 30, 2023	$ 274,024		$ 220,266	69,689		(15,931)
Beginning balance (in shares) at Dec. 31, 2023	17,256,989		17,256,989
Beginning balance at Dec. 31, 2023	$ 285,774		$ 220,505	77,036		(11,767)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	32,354			32,354
Other comprehensive income (loss)	2,035					2,035
Common stock issued (in shares)			3,967,500
Common stock issued	80,870		$ 80,870
Stock issued under stock award plans (in shares)			96,380
Stock issued under stock award plans	0
Stock compensation expense	876		$ 876
Stock forfeitures (in shares)			(1,286)
Stock forfeitures	0
Cash dividends paid	$ (11,979)			(11,979)
Ending balance (in shares) at Sep. 30, 2024	21,319,583		21,319,583
Ending balance at Sep. 30, 2024	$ 389,930		$ 302,251	97,411		(9,732)
Beginning balance (in shares) at Jun. 30, 2024			21,319,583
Beginning balance at Jun. 30, 2024	380,470		$ 301,968	90,734		(12,232)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	10,941			10,941
Other comprehensive income (loss)	2,500					2,500
Stock compensation expense	283		$ 283
Cash dividends paid	$ (4,264)			(4,264)
Ending balance (in shares) at Sep. 30, 2024	21,319,583		21,319,583
Ending balance at Sep. 30, 2024	$ 389,930		$ 302,251	$ 97,411		$ (9,732)

Fair Value of Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Summary of Fair Value of Assets and Liabilities Measured on Recurring Basis

Table 2.1 summarizes the Company’s assets and liabilities required to be recorded at fair value on a recurring basis.


Table 2.1: Fair Value on a Recurring Basis
(in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Measurement Categories: Changes in Fair Value Recorded In
September 30, 2024
Assets:
Securities available-for-sale:
U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds	$	104,238	$	—	$	104,238	$	—	OCI
Derivatives – interest rate swap	—		—		—		—		NI
Liabilities:
Derivatives – interest rate swap	—		—		—		—		NI

December 31, 2023
Assets:
Securities available-for-sale:
U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds	$	108,083	$	—	$	108,083	$	—	OCI
Derivatives – interest rate swap	10		—		10		—		NI
Liabilities:
Derivatives – interest rate swap	10		—		10		—		NI

Summary of Fair Value Estimates for Financial Instruments by Balance Sheet Grouping

Table 2.2 is a summary of fair value estimates for financial instruments as of September 30, 2024 and December 31, 2023. The carrying amounts in Table 2.2 are recorded in the consolidated balance sheets under the indicated captions. Further, management has not disclosed the fair value of financial instruments specifically excluded from disclosure requirements, such as BOLI.


Table 2.2: Fair Value Estimates for Financial Instruments
	September 30, 2024					December 31, 2023
(in thousands)	Carrying Amounts		Fair Value		Fair Value Hierarchy	Carrying Amounts		Fair Value		Fair Value Hierarchy
Financial assets:
Cash and cash equivalents	$	250,852	$	250,852	Level 1	$	321,576	$	321,576	Level 1
Time deposits in banks	4,118		4,118		Level 1	5,858		5,858		Level 1
Securities available-for-sale	104,238		104,238		Level 2	108,083		108,083		Level 2
Securities held-to-maturity	2,720		2,643		Level 3	3,077		2,913		Level 3
Loans held for sale	2,910		3,222		Level 2	11,464		12,626		Level 2
Loans held for investment, net of allowance for credit losses	3,422,982		3,317,617		Level 3	3,047,288		2,891,925		Level 3
FHLB stock and other investments	24,112		N/A		N/A	21,801		N/A		N/A
Interest rate swap	—		—		Level 2	10		10		Level 2
Financial liabilities:
Interest rate swap	$	—	$	—	Level 2	$	10	$	10	Level 2
Time deposits	491,008		490,613		Level 2	466,572		465,205		Level 2
Subordinated notes	73,859		73,335		Level 3	73,749		72,693		Level 3
Other borrowings	—		—		Level 2	170,000		170,000		Level 2

Commitments and Contingencies - Narrative (Details) $ in Thousands	Sep. 30, 2024 USD ($) deposit_relationship	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Other Commitments [Line Items]
Allowance for credit loss	$ 37,583	$ 35,406	$ 34,431	$ 34,028	$ 33,984	$ 28,389
Real estate related loans (in percent)	86.42%		92.30%
Number of deposits \| deposit_relationship	101
Deposits over five million, total	$ 5,000
Deposits over five million, amount	$ 2,100,000
Percentage of deposits over five million deposits (in percent)	60.58%
Largest single deposit	$ 275,000
Percentage of largest single deposit to total deposits (in percent)	8.09%
Uninsured amount	$ 39,000		$ 22,300
Unfunded Loan Commitment
Other Commitments [Line Items]
Allowance for credit loss	$ 947	$ 1,147	$ 1,247	$ 1,547	$ 1,547	$ 125

Investment Securities - Amortized Cost and Fair Value of Investment Debt Securities by Contractual Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Amortized Cost
Within one year	$ 210	$ 277
After one but within five years	945	935
After five years through ten years	1,380	1,365
After ten years	185	500
Fair Value
Within one year	204	263
After one but within five years	918	885
After five years through ten years	1,341	1,292
After ten years	180	473
Amortized Cost
Within one year	0	0
After one but within five years	802	394
After five years through ten years	9,247	6,407
After ten years	32,846	36,487
Fair Value
Within one year	0	0
After one but within five years	756	367
After five years through ten years	8,379	5,838
After ten years	29,345	32,254
Securities held-to-maturity, at amortized cost	2,720	3,077
Securities held-to-maturity, at fair value	2,643	2,913
Securities available-for-sale, at amortized cost	118,053	124,788
U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds	104,238	108,083
U.S. government agency securities
Fair Value
Securities held-to-maturity, at amortized cost	0	0
Securities held-to-maturity, at fair value	0	0
Securities available-for-sale, at amortized cost	8,807	10,548
U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds	8,865	10,541
Mortgage-backed securities
Fair Value
Securities held-to-maturity, at amortized cost	0	0
Securities held-to-maturity, at fair value	0	0
Securities available-for-sale, at amortized cost	64,030	68,585
U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds	54,726	56,973
Collateralized mortgage obligations
Fair Value
Securities held-to-maturity, at amortized cost	0	0
Securities held-to-maturity, at fair value	0	0
Securities available-for-sale, at amortized cost	321	367
U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds	301	332
Corporate bonds
Fair Value
Securities held-to-maturity, at amortized cost	0	0
Securities held-to-maturity, at fair value	0	0
Securities available-for-sale, at amortized cost	2,000	2,000
U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds	$ 1,866	$ 1,778

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net income	$ 10,941	$ 11,045	$ 32,354	$ 36,935

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
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+ Details

Loans and Allowance for Credit Losses - Non-accrual Loans Segregated by Class (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Financing Receivable, Past Due [Line Items]
Total non-accrual loans	$ 1,841	$ 1,965
Commercial
Financing Receivable, Past Due [Line Items]
Total non-accrual loans	1,787	1,893
Secured
Financing Receivable, Past Due [Line Items]
Total non-accrual loans	$ 54	$ 72

Long Term Debt and Other Borrowings

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Long Term Debt and Other Borrowings

Subordinated notes: On August 17, 2022, the Company completed a private placement of $75.0 million of fixed-to-floating rate subordinated notes to certain qualified investors, of which $19.3 million was purchased by existing or former members of the board of directors and their affiliates. The notes will be used for capital management and general corporate purposes, including, without limitation, the redemption of existing subordinated notes. The subordinated notes have a maturity date of September 1, 2032 and bear interest, payable semi-annually, at the rate of 6.00% per annum until September 1, 2027. On that date, the interest rate will be adjusted to float at a rate equal to the three-month Term SOFR plus 329.0 basis points (7.93% as of September 30, 2024) until maturity. The notes include a right of prepayment, on or after August 17, 2027 or, in certain limited circumstances, before that date. The indebtedness evidenced by the subordinated notes, including principal and interest, is unsecured and subordinate and junior in right to payment to general and secured creditors and depositors of the Company.

The subordinated notes have been structured to qualify as Tier 2 capital for the Company for regulatory capital purposes. Eligible amounts will be phased out by 20% per year beginning five years before the maturity date of the notes. Debt issuance costs incurred in conjunction with the notes were $1.5 million, of which $0.3 million has been amortized as of September 30, 2024. The Company reflects debt issuance costs as a direct deduction from the face of the note. The debt issuance costs are amortized into interest expense through the maturity period. At September 30, 2024 and December 31, 2023, the carrying value of the Company’s subordinated notes outstanding was $73.9 million and $73.7 million, respectively.

Other borrowings: The Company entered into an agreement with the FHLB which granted the FHLB a blanket lien on certain loans receivable as collateral for a borrowing line. The Company’s total financing availability is based on the dollar

volume of qualifying loan collateral. The Company’s total financing availability with the FHLB is decreased by outstanding borrowings and letters of credit (“LCs”) issued on behalf of the Company, as shown in Table 6.1.


Table 6.1: Financing Availability with the FHLB
(in thousands)	September 30, 2024		December 31, 2023
Total financing ability from the FHLB	$	1,123,388	$	996,712
Less: outstanding borrowings	—		170,000
Less: LCs pledged to secure State of California deposits	146,500		271,500
Less: LCs pledged to secure local agency deposits	421,000		410,000
Total LCs issued	567,500		681,500
Available borrowing capacity with the FHLB	$	555,888	$	145,212

At September 30, 2024 and December 31, 2023, the Company had the ability to borrow from the Federal Reserve Discount Window. At September 30, 2024 and December 31, 2023, the borrowing capacity under this arrangement was $858.3 million and $770.6 million, respectively. There were no amounts outstanding at September 30, 2024 or December 31, 2023. The borrowing line is secured by certain liens on the Company’s loans and certain available-for-sale securities.

At September 30, 2024 and December 31, 2023, the Company had five unsecured federal funds lines of credit with its correspondent banks totaling $175.0 million. There were no amounts outstanding at September 30, 2024 or December 31, 2023.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Shareholders' Equity - Summary of Unvested Shares Activity (Details) - Restricted Stock - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Shares
Beginning of the period balance (in shares)	137,457	82,324	69,338	96,826
Shares granted (in shares)	0	0	96,380	16,978
Shares vested (in shares)	0	0	(26,975)	(29,933)
Shares forfeited (in shares)	0	0	(1,286)	(1,547)
End of the period balance (in shares)	137,457	82,324	137,457	82,324
Weighted Average Grant Date Fair Value
Beginning of the period balance (in USD per share)	$ 21.43	$ 21.75	$ 20.53	$ 20.34
Shares granted (in USD per share)	0	0	21.97	28.52
Shares vested (in USD per share)	0	0	21.03	20.78
Shares forfeited (in USD per share)	0	0	21.54	26.95
End of the period balance (in USD per share)	$ 21.43	$ 21.75	$ 21.43	$ 21.75

Fair Value of Assets and Liabilities - Fair Value Estimates for Financial Instruments by Balance Sheet Grouping (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Financial assets:
Securities available-for-sale	$ 104,238	$ 108,083
Securities held-to-maturity	2,643	2,913
Carrying Amounts
Financial assets:
Cash and cash equivalents	250,852	321,576
Time deposits in banks	4,118	5,858
Securities available-for-sale	104,238	108,083
Securities held-to-maturity	2,720	3,077
Loans held for sale	2,910	11,464
Loans held for investment, net of allowance for credit losses	3,422,982	3,047,288
FHLB stock and other investments	24,112	21,801
Interest rate swap	0	10
Financial liabilities:
Interest rate swap	0	10
Time deposits	491,008	466,572
Subordinated notes	73,859	73,749
Other borrowings	0	170,000
Fair Value \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Financial assets:
Cash and cash equivalents	250,852	321,576
Time deposits in banks	4,118	5,858
Fair Value \| Significant Other Observable Inputs (Level 2)
Financial assets:
Securities available-for-sale	104,238	108,083
Loans held for sale	3,222	12,626
Interest rate swap	0	10
Financial liabilities:
Interest rate swap	0	10
Time deposits	490,613	465,205
Other borrowings	0	170,000
Fair Value \| Significant Unobservable Inputs (Level 3)
Financial assets:
Securities held-to-maturity	2,643	2,913
Loans held for investment, net of allowance for credit losses	3,317,617	2,891,925
Financial liabilities:
Subordinated notes	$ 73,335	$ 72,693

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Summary of Other Commitments

The contractual amounts of unfunded loan commitments and standby letters of credit not reflected in the unaudited consolidated balance sheets at the dates indicated are presented in Table 8.1.


Table 8.1: Unfunded Loan Commitments and Standby Letters of Credit
(in thousands)	September 30, 2024		December 31, 2023
Commercial lines of credit	$	203,789	$	181,855
Undisbursed commercial real estate loans	102,338		107,712
Undisbursed construction loans	89,710		134,828
Agricultural lines of credit	23,832		24,635
Undisbursed residential real estate loans	7,075		6,538
Undisbursed agricultural real estate loans	—		1,200
Other	1,901		2,119
Total commitments and standby letters of credit	$	428,645	$	458,887

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Basis of Presentation and Summary of Significant Accounting Policies (a) Organization Five Star Bank (the “Bank”) was chartered on October 26, 1999 and began operations on December 20, 1999. Five Star Bancorp (“Bancorp” or the “Company”) was incorporated on September 16, 2002 and subsequently obtained approval from the Federal Reserve to become a bank holding company in connection with its acquisition of the Bank. The Company became the sole shareholder of the Bank on June 2, 2003 in a statutory merger, pursuant to which each outstanding share of the Bank’s common stock was exchanged for one share of common stock of the Company. The Company, through the Bank, provides financial services to customers who are predominately small and middle-market businesses, professionals, and individuals residing in the Northern California region. The Company’s primary loan products are commercial real estate loans, land development loans, construction loans, and operating lines of credit, and its primary deposit products are checking accounts, savings accounts, money market accounts, and term certificate accounts. The Bank currently has eight branch offices in Roseville, Natomas, Rancho Cordova, Redding, Elk Grove, Chico, Yuba City, and San Francisco. (b) Basis of Financial Statement Presentation and Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as contained within the Financial Accounting Standards Board’s (“FASB”) ASC and the rules and regulations of the SEC, including the instructions to Regulation S-X. These interim unaudited consolidated financial statements reflect all adjustments (consisting solely of normal recurring adjustments and accruals) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and comprehensive income, changes in shareholders’ equity, and cash flows for the interim periods presented. These unaudited consolidated financial statements have been prepared on a basis consistent with, and should be read in conjunction with, the audited consolidated financial statements as of and for the year ended December 31, 2023, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report on Form 10-K”), which was filed with the SEC on February 23, 2024. The unaudited consolidated financial statements include Bancorp and its wholly owned subsidiary, the Bank. All significant intercompany transactions and balances are eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results of operations that may be expected for any other interim period or for the year ending December 31, 2024. The Company’s accounting and reporting policies conform to GAAP and to general practices within the banking industry. (c) Segments While the Company’s chief decision-makers monitor the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Discrete financial information is not available other than on a Company-wide basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment. (d) Emerging Growth Company The Company qualifies as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, and, as such, may take advantage of specified reduced reporting requirements and deferred accounting standards adoption dates, and is relieved of other significant requirements that are otherwise generally applicable to other public companies. The Company will remain an emerging growth company for five years after its IPO date of May 5, 2021, unless one of the following occurs: (i) total annual gross revenues are $1.235 billion or more; (ii) the Company issues more than $1.0 billion in non-convertible debt; or (iii) the Company becomes a large accelerated filer with a public float of more than $0.7 billion. (e) Significant Accounting Policies The Company’s significant accounting policies are included in Note 1, Basis of Presentation in the notes to our audited consolidated financial statements included in the 2023 Annual Report on Form 10-K. (f) Recently Issued Accounting Standards The following information reflects recent accounting standards that have been adopted or are pending adoption by the Company. The Company qualifies as an emerging growth company and, as such, has elected to use the extended transition period for complying with new or revised accounting standards and is not subject to the new or revised accounting standards applicable to public companies during the extended transition period. The accounting standards discussed below indicate effective dates for the Company as an emerging growth company using the extended transition period. Accounting Standards Adopted in 2024 In March 2023, the FASB issued ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (“ASU 2023-02”). Under current GAAP, an entity can only elect to apply the proportional amortization method to investments in low income housing tax credit (“LIHTC”) structures. The amendments in ASU 2023-02 allow entities to elect to account for equity investments made primarily for the purpose of receiving income tax credits using the proportional amortization method, regardless of the tax credit program through which the investment earns income tax credits, if certain conditions are met. ASU 2023-02 provides amendments to paragraph ASC 323-740-25-1, which sets forth the conditions needed to apply the proportional amortization method. The amendments make certain limited changes to those conditions to clarify their application to a broader group of tax credit investment programs. However, the conditions in substance remain consistent with current GAAP. The amendments in ASU 2023-02 also eliminate certain LIHTC-specific guidance to align the accounting more closely with the accounting for other equity investments in tax credit structures and require that the delayed equity contribution guidance in paragraph ASC 323-740-25-3 apply only to tax equity investments accounted for using the proportional amortization method. The Company adopted ASU 2023-02 on January 1, 2024, which did not have a significant impact on the Company’s consolidated financial statements. Accounting Standards Issued But Not Yet Adopted In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”), amending disclosure or presentation requirements related to various subtopics in the FASB’s ASC. ASU 2023-06 was issued in response to the SEC’s initiative to update and simplify disclosure requirements. The SEC identified 27 disclosure requirements that were incremental to those in the ASC and referred them to the FASB for potential incorporation into GAAP. To avoid duplication, the SEC intended to eliminate those disclosure requirements from existing SEC regulations as the FASB incorporated them into the relevant ASC subtopics. ASU 2023-06 adds 14 of the 27 identified disclosure or presentation requirements to the ASC. ASU 2023-06 is to be applied prospectively, and early adoption is prohibited. For reporting entities subject to the SEC’s existing disclosure requirements, the effective dates of ASU 2023-06 will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the ASC and will not become effective for any entities. ASU 2023-06 is not expected to have a significant impact on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”), amending disclosure requirements related to segment reporting primarily through enhanced disclosure about significant segment expenses and by requiring disclosure of segment information on an annual and interim basis. ASU 2023-07 is effective January 1, 2024 and for interim periods beginning after December 15, 2024. The key amendments: (i) require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit or loss; (ii) require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition; (iii) require that a public entity provide all annual disclosures about a reportable segment’s profit or loss currently required by GAAP in interim periods as well; (iv) clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, an entity may report one or more of those additional measures of segment profit; (v) require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources; and (vi) require that a public entity that has a single reportable segment provide all the disclosures required by the amendments in the ASU and all existing segment disclosures. The requirements of this standard for such entities will apply beginning with the Company’s annual report for the year ending December 31, 2024. The Company has one reportable segment and ASU 2023-07 is not expected to have a significant impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances the transparency and decision usefulness of income tax disclosures. ASU 2023-09 will require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. Entities will also be required to disclose income/(loss) from continuing operations before income tax expense/(benefit) disaggregated between domestic and foreign, as well as income tax expense/(benefit) from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 is effective January 1, 2025 and is not expected to have a significant impact on the Company’s consolidated financial statements. In March 2024, the FASB issued ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). ASU 2024-02 contains amendments to the ASC that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. FASB Concepts Statements are nonauthoritative. Removing all references to Concepts Statements in the guidance is intended to simplify the ASC and draw a distinction between authoritative and nonauthoritative literature. ASU 2024-02 is effective January 1, 2025 and is not expected to have a significant impact on the Company’s consolidated financial statements. (g) Allowance for Credit Losses (“ACL”) The ACL is a valuation account that offsets the amortized cost basis of loans receivable and certain other financial assets, including unfunded loan commitments and held-to-maturity debt securities. Under ASC 326, amortized cost basis is the basis on which the ACL is determined. Amortized cost basis on loans receivable is principal outstanding, net of any purchase premiums and discounts, and net of any deferred loan fees and costs. Credit losses are charged off when management believes that the collectability of at least some portion of outstanding principal is unlikely. These charge-offs are recorded as a reversal to, thereby reducing, the allowance for credit losses. Subsequent recoveries of previously charged-off amounts, if any, are recorded as a provision to, thereby increasing, the allowance for credit losses. The allowance for credit losses is maintained at a level to absorb expected credit losses over the contractual life, including consideration of prepayments. Determining the adequacy of the allowance is complex and requires judgments that are inherently subjective, as it requires estimates that are susceptible to revision as additional information becomes available. While the Company has determined an allowance for credit losses it considers appropriate, there can be no assurance that the allowance will be sufficient to absorb future losses. The Company’s process for determining expected lifetime credit losses entails a loan-level, model-based approach and considers a broad range of information, including historical loss experience, current conditions, and reasonable and supportable forecasts. Credit loss is estimated for all loans. Accordingly, the Company has stratified the full loan population into segments sharing similar characteristics to perform the evaluation of the credit loss collectively. The Company can also further stratify loans of similar types, risk attributes, and methods for credit risk monitoring. The Company has determined loan pools based primarily on regulatory reporting codes, as the loans within each pool share similar risk characteristics and there is sufficient historical peer loss data from the FFIEC to provide statistically meaningful support in the models developed. The Company further stratified the following portfolios as the loans in these pools have different repayment structures and credit risk characteristics: Multifamily portfolio into traditional Multifamily loans and Manufactured Home Community (“MHC”) loans, CRE Non-Owner Occupied portfolio into traditional CRE Non-Owner Occupied loans and RV Park loans, and C&I portfolio into traditional C&I loans and SBA loans. The Company also stratified C&I loans and consumer loans that do not require reserves, as the Company has third-party agreements in place to cover credit losses. The Company has identified the following pools subject to an estimate of credit loss: (1) 1-4 Family Construction; (2) Other Construction; (3) Farmland; (4) Revolving Secured by 1-4 Family; (5) Residential Secured by First Liens; (6) Residential Secured by Junior Liens; (7) Multifamily; (8) Multifamily MHC; (9) CRE Owner Occupied; (10) CRE Non-Owner Occupied; (11) CRE Non-Owner Occupied RV Park; (12) Agriculture; (13) C&I; (14) C&I SBA; (15) Consumer; and (16) Municipal. With the exception of the C&I SBA pool, the Company has determined, given its limited loss experience, that peer data and other external data to support loss history provides the best basis for its assessment of expected credit losses. The Company believes that the use of peer loss data from March 31, 2004 through December 31, 2019 and January 31, 2022 through March 31, 2024 presents loss histories that appropriately reflect a full economic cycle, reflects asset-specific risk characteristics at each pool level identified, and includes a historical look-back period that is objective and reflective of future expected credit losses. Loss data from 2020 and beyond was excluded from the data set to exclude pandemic-related data from the model. During the three months ended September 30, 2024, the Company segregated RV Park loans from the CRE Non-Owner Occupied portfolio, as the Company identified a data source to provide sufficient historical peer loss data specific to RV Park loans. This segregation now adjusts for differences in the risk characteristics and performance of RV Parks compared to standard CRE Non-Owner Occupied properties. The Company used calculations of individual probability of default and loss given default on a loan-by-loan basis to derive an estimated loss rate. This adjustment reduced the required reserves related to the RV Park pool by approximately $3.3 million. The method for determining the estimate of lifetime credit losses includes, among other things, the following main components: (i) the use of probability of default and loss given default assumptions under a discounted cash flow model; (ii) a multi-scenario macroeconomic forecast; (iii) an initial and reasonable and supportable forecast period of one year for all loan segments; and (iv) a reversion period of one year using a linear transition method to historical loss rates. Given the inherent limitations of a quantitative-only model, qualitative adjustments are included to factor in data points not captured from a quantitative analysis alone. Qualitative criteria that can be considered includes, among other things, the following: •Concentrations – the existence and effect of any concentrations of credit, and changes in the level of such concentrations; •Volume – changes in the nature and volume of the portfolio and in the terms of the loans; •Economic – changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments; •Policy – changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses; •Quality – changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans; and •External – the effect of other external factors, such as competition and legal and regulatory requirements on the level of estimated credit losses in the Company’s loan portfolio. Management reviews current information on a quarterly basis to assess the forecasted future economic impact for purposes of evaluating the adequacy of the ACL. The forecasted direction and magnitude of change with respect to future economic conditions is then assessed against the estimate in the model. Any changes resulting from the quarterly assessment are recorded in “Provision for credit losses” in the unaudited consolidated statements of income. The Audit Committee of the board of directors reviews the adequacy of the allowance at least quarterly. Accrued interest receivable is excluded from amortized cost of all financial instrument types and included in “Interest receivable and other assets” in the consolidated balance sheets. Accrued interest receivable is not subject to an estimate for credit loss, as the Company has a policy to charge off accrued interest deemed uncollectible in a timely manner. When a loan is placed on non-accrual status, which occurs within 90 days of a borrower becoming delinquent, interest previously accrued but not collected is reversed against current period income. If an individual loan’s characteristics have deteriorated to below a range of the overall pool, the loan would be individually assessed. Individually assessed loans are measured for credit loss based on one of the following methods: (i) present value of future expected cash flows, discounted at the loan’s effective interest rate; (ii) amount by which carrying value of the loan exceeds the loan’s observable market price; or (iii) the fair value of the collateral, less estimated selling costs, if the loan is collateral dependent. The Company applies the practical expedient and defines collateral dependent loans as those where the borrower is experiencing financial difficulty and on which payment is expected to be provided substantially through the operation or sale of the collateral.

Interest Bearing Deposits - Interest-Bearing Deposits (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Interest-bearing Deposits [Abstract]
Interest-bearing transaction accounts	$ 324,028	$ 320,356
Savings accounts	131,561	126,498
Money market accounts	1,546,443	1,282,369
Time accounts, $250 or more	191,298	344,694
Other time accounts	299,710	121,878
Total interest-bearing deposits	2,493,040	$ 2,195,795
Time deposits minimum	$ 250

Investment Securities - Pledged Investment Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Marketable Securities [Line Items]
Securities available-for-sale	$ 104,238	$ 108,083
The Federal Reserve Discount Window, increasing borrowing capacity
Marketable Securities [Line Items]
Securities available-for-sale	47,387	48,964
Deposits and Federal Funds Purchased
Marketable Securities [Line Items]
Securities available-for-sale	100,764	104,399
CALIFORNIA \| The State of California, securing deposits of public funds and borrowings
Marketable Securities [Line Items]
Securities available-for-sale	$ 53,377	$ 55,435

- Definition

Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 103
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-103

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481830/320-10-45-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(6))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479130/326-30-45-1

+ Details

Loans and Allowance for Credit Losses - Allowance for Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	$ 35,406	$ 33,984	$ 34,431	$ 28,389
Charge-offs	(901)	(1,432)	(3,352)	(3,565)
Recoveries	128	426	554	1,072
Provision (Benefit)	2,950	1,050	5,950	2,870
Ending Balance	37,583	34,028	37,583	34,028
Cumulative Effect, Period of Adoption, Adjustment
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	0	0	0	5,262
Commercial
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	24,708	27,553	29,015	19,216
Charge-offs	0	0	0	0
Recoveries	0	0	0	0
Provision (Benefit)	1,509	348	(2,798)	1,079
Ending Balance	26,217	27,901	26,217	27,901
Commercial \| Cumulative Effect, Period of Adoption, Adjustment
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	0	0	0	7,606
Commercial land and development
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	72	184	178	54
Charge-offs	0	0	0	0
Recoveries	0	0	0	0
Provision (Benefit)	17	14	(89)	70
Ending Balance	89	198	89	198
Commercial land and development \| Cumulative Effect, Period of Adoption, Adjustment
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	0	0	0	74
Commercial construction
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	1,097	1,212	718	645
Charge-offs	0	0	0	0
Recoveries	0	0	0	0
Provision (Benefit)	659	8	1,038	(307)
Ending Balance	1,756	1,220	1,756	1,220
Commercial construction \| Cumulative Effect, Period of Adoption, Adjustment
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	0	0	0	882
Residential construction
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	100	217	89	49
Charge-offs	0	0	0	0
Recoveries	0	0	0	0
Provision (Benefit)	(53)	(102)	(42)	(15)
Ending Balance	47	115	47	115
Residential construction \| Cumulative Effect, Period of Adoption, Adjustment
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	0	0	0	81
Residential
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	195	152	151	175
Charge-offs	0	0	0	0
Recoveries	0	0	0	0
Provision (Benefit)	89	(1)	133	(27)
Ending Balance	284	151	284	151
Residential \| Cumulative Effect, Period of Adoption, Adjustment
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	0	0	0	3
Farmland
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	402	236	399	644
Charge-offs	0	0	0	0
Recoveries	0	0	0	0
Provision (Benefit)	179	157	182	145
Ending Balance	581	393	581	393
Farmland \| Cumulative Effect, Period of Adoption, Adjustment
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	0	0	0	(396)
Secured
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	7,386	3,751	3,314	7,098
Charge-offs	(837)	(1,245)	(3,075)	(2,856)
Recoveries	53	219	292	358
Provision (Benefit)	(553)	736	5,518	1,921
Ending Balance	6,049	3,461	6,049	3,461
Secured \| Cumulative Effect, Period of Adoption, Adjustment
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	0	0	0	(3,060)
Unsecured
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	214	209	189	116
Charge-offs	(5)	0	(75)	0
Recoveries	34	0	34	0
Provision (Benefit)	8	4	103	60
Ending Balance	251	213	251	213
Unsecured \| Cumulative Effect, Period of Adoption, Adjustment
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	0	0	0	37
Consumer and other
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	1,232	470	378	347
Charge-offs	(59)	(187)	(202)	(709)
Recoveries	41	207	228	714
Provision (Benefit)	1,095	(114)	1,905	(56)
Ending Balance	2,309	376	2,309	376
Consumer and other \| Cumulative Effect, Period of Adoption, Adjustment
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	$ 0	0	$ 0	80
Unallocated
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance				45
Charge-offs				0
Recoveries				0
Provision (Benefit)				0
Ending Balance		$ 0		0
Unallocated \| Cumulative Effect, Period of Adoption, Adjustment
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance				$ (45)

Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2024 office segment	Jun. 02, 2003 shares
Financing Receivable, Past Due [Line Items]
Bank common stock exchanged for company common stock (in shares) \| shares			1
Number of branch offices \| office		8
Number of reportable segments \| segment		1
RV Park Pool
Financing Receivable, Past Due [Line Items]
Reduction in required reserves \| $	$ 3.3

Loans and Allowance for Credit Losses

9 Months Ended

Sep. 30, 2024

Receivables [Abstract]

Loans and Allowance for Credit Losses

The Company’s loan portfolio is its largest class of earning assets and typically provides higher yields than other types of earning assets. Associated with the higher yields is an inherent amount of credit risk which the Company attempts to mitigate through strong underwriting practices. Table 4.1 presents the balance of each major product type within the Company’s portfolio as of the dates indicated.


Table 4.1: Loans Outstanding
(in thousands)	September 30, 2024		December 31, 2023
Real estate:
Commercial	$	2,812,600	$	2,685,419
Commercial land and development	4,709		15,551
Commercial construction	92,841		62,863
Residential construction	3,452		15,456
Residential	33,415		25,893
Farmland	47,907		51,669
Commercial:
Secured	171,855		165,109
Unsecured	25,011		23,850
Consumer and other	270,760		38,166
Subtotal	3,462,550		3,083,976
Net deferred loan fees	(1,985)		(2,257)
Loans held for investment	3,460,565		3,081,719
Allowance for credit losses	(37,583)		(34,431)
Loans held for investment, net of allowance for credit losses	$	3,422,982	$	3,047,288

Underwriting

Commercial loans: Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than transactional banking. Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, the Company’s management examines current and projected cash flows to determine the ability of the borrower to repay its obligations as agreed. Commercial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected, and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Real estate loans: Real estate loans are subject to underwriting standards and processes similar to those for commercial loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected than other loans by conditions in the real estate market or in the general economy. The properties securing the Company’s commercial real estate portfolio are diverse in terms of type. This diversity helps reduce the Company’s exposure to adverse economic events that affect any single market or industry. Management monitors and evaluates commercial real estate loans based on collateral, geography, and risk grade criteria.

Construction loans: With respect to construction loans that the Company may originate from time to time, the Company generally requires the borrower to have had an existing relationship with the Company and have a proven record of success. Construction loans may be underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity

analysis of absorption and lease rates, and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the completed project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the ultimate success of the project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property, or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored using on-site inspections and are generally considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions, and the availability of long-term financing.

Residential real estate loans: Residential real estate loans are underwritten based upon the borrower’s income, credit history, and collateral. To monitor and manage residential loan risk, policies and procedures are developed and modified, as needed. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk. Underwriting standards for home loans are heavily influenced by statutory requirements, which include, but are not limited to, a maximum loan-to-value percentage, collection remedies, the number of such loans a borrower can have at one time, and documentation requirements.

Farmland loans: Farmland loans are generally made to producers and processors of crops and livestock. Repayment is primarily from the sale of an agricultural product or service. Farmland loans are secured by real property and are susceptible to changes in market demand for specific commodities. This may be exacerbated by, among other things, industry changes, changes in the individual financial capacity of the business owner, general economic conditions, and changes in business cycles, as well as adverse weather conditions.

Consumer loans: The Company purchased consumer loans underwritten utilizing credit scoring analysis to supplement the underwriting process. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk. Underwriting standards for home equity loans are heavily influenced by statutory requirements, which include, but are not limited to, a maximum loan-to-value percentage, collection remedies, the number of such loans a borrower can have at one time, and documentation requirements.

Credit Quality Indicators

The Company has established a loan risk rating system to measure and monitor the quality of the loan portfolio. All loans are assigned a risk rating from the inception of the loan until the loan is paid off. The primary loan grades are as follows:

Loans rated pass: These are loans to borrowers with satisfactory financial support, repayment capacity, and credit strength. Borrowers in this category demonstrate fundamentally sound financial positions, repayment capacity, credit history, and management expertise. Loans in this category must have an identifiable and stable source of repayment and meet the Company’s policy regarding debt service coverage ratios. These borrowers are capable of sustaining normal economic, market, or operational setbacks without significant financial impacts and their financial ratios and trends are acceptable. Negative external industry factors are generally not present. The loan may be secured, unsecured, or supported by non-real estate collateral for which the value is more difficult to determine and/or marketability is more uncertain.

Loans rated watch: These are loans which have deficient loan quality and potentially significant issues, but losses do not appear to be imminent, and the issues may be temporary in nature. The significant issues are typically: (i) a history of losses or events that threaten the borrower’s viability; (ii) a property with significant depreciation and/or marketability concerns; or (iii) poor or deteriorating credit, occasional late payments, and/or limited reserves but the loan is generally kept current. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date.

Loans rated substandard: These are loans which are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged (if any). Loans so classified exhibit a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Loans are characterized by the distinct possibility that the Company may sustain some loss if the deficiencies are not corrected.

Loans rated doubtful: These are loans for which the collection or liquidation of the entire debt is highly questionable or improbable. Typically, the possibility of loss is extremely high. The losses on these loans are deferred until all pending factors have been addressed.

Table 4.2 presents the amortized cost basis of the Company’s loans by origination year, where origination is defined as the later of origination or renewal date, and credit quality indicator as of the periods indicated.


Table 4.2: Loans by Risk Category and Vintage


	Amortized Cost Basis by Origination Year as of September 30, 2024
(in thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans		Revolving Converted to Term		Total
Real estate:
Commercial
Pass	$	323,066	$	322,516	$	909,581	$	638,479	$	212,289	$	323,331	$	3,141	$	—	$	2,732,403
Watch	643		—		36,825		25,597		10,967		338		1,392		—		75,762
Substandard	—		—		—		—		—		1,786		—		—		1,786

Total	323,709		322,516		946,406		664,076		223,256		325,455		4,533		—		2,809,951
Commercial land and development
Pass	1,610		1,000		1,247		—		181		676		—		—		4,714



Total	1,610		1,000		1,247		—		181		676		—		—		4,714
Commercial construction
Pass	4,723		55,650		15,068		—		11,231		5,898		—		—		92,570



Total	4,723		55,650		15,068		—		11,231		5,898		—		—		92,570
Residential construction
Pass	3,452		—		—		—		—		—		—		—		3,452



Total	3,452		—		—		—		—		—		—		—		3,452
Residential
Pass	5,677		4,800		2,890		9,532		2,221		6,481		1,832		—		33,433



Total	5,677		4,800		2,890		9,532		2,221		6,481		1,832		—		33,433
Farmland
Pass	1,111		2,067		7,045		11,572		7,105		17,693		—		—		46,593
Watch	502		—		795		—		—		—		—		—		1,297


Total	1,613		2,067		7,840		11,572		7,105		17,693		—		—		47,890
Commercial:
Secured
Pass	21,022		22,762		23,239		10,563		9,838		15,982		55,384		—		158,790
Watch	—		252		9,546		2,549		97		1,263		—		—		13,707
Substandard	—		—		—		—		—		54		—		—		54

Total	21,022		23,014		32,785		13,112		9,935		17,299		55,384		—		172,551
Unsecured
Pass	3,226		4,740		2,826		3,761		5,441		1,787		3,246		—		25,027



Total	3,226		4,740		2,826		3,761		5,441		1,787		3,246		—		25,027
Consumer and other
Pass	219,870		35,931		8,550		6,379		5		232		—		—		270,967

Substandard	—		—		10		—		—		—		—		—		10

Total	219,870		35,931		8,560		6,379		5		232		—		—		270,977
Total
Pass	583,757		449,466		970,446		680,286		248,311		372,080		63,603		—		3,367,949
Watch	1,145		252		47,166		28,146		11,064		1,601		1,392		—		90,766
Substandard	—		—		10		—		—		1,840		—		—		1,850

Total	$	584,902	$	449,718	$	1,017,622	$	708,432	$	259,375	$	375,521	$	64,995	$	—	$	3,460,565


Table 4.2: Loans by Risk Category and Vintage (continued)


	Amortized Cost Basis by Origination Year as of December 31, 2023
(in thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans		Revolving Converted to Term		Total
Real estate:
Commercial
Pass	$	329,876	$	992,181	$	714,965	$	238,655	$	128,424	$	247,030	$	4,685	$	—	$	2,655,816
Watch	—		8,534		6,274		4,727		574		4,896		—		—		25,005
Substandard	—		—		—		—		—		1,890		—		—		1,890

Total	329,876		1,000,715		721,239		243,382		128,998		253,816		4,685		—		2,682,711
Commercial land and development
Pass	11,388		3,229		—		184		—		733		—		—		15,534



Total	11,388		3,229		—		184		—		733		—		—		15,534
Commercial construction
Pass	9,074		32,154		4,189		11,230		—		5,897		—		—		62,544



Total	9,074		32,154		4,189		11,230		—		5,897		—		—		62,544
Residential construction
Pass	2,412		9,128		3,912		—		—		—		—		—		15,452



Total	2,412		9,128		3,912		—		—		—		—		—		15,452


Residential
Pass	4,838		3,964		6,244		2,279		1,182		5,995		1,420		—		25,922



Total	4,838		3,964		6,244		2,279		1,182		5,995		1,420		—		25,922
Farmland
Pass	2,311		8,037		12,678		7,860		12,365		8,391		4		—		51,646



Total	2,311		8,037		12,678		7,860		12,365		8,391		4		—		51,646
Commercial:
Secured
Pass	25,299		28,879		14,304		12,164		9,918		10,363		50,020		—		150,947
Watch	189		8,802		2,705		63		154		941		1,727		—		14,581
Substandard	—		—		—		—		45		27		—		—		72

Total	25,488		37,681		17,009		12,227		10,117		11,331		51,747		—		165,600
Unsecured
Pass	3,891		3,782		4,902		5,963		2,240		7		3,072		—		23,857



Total	3,891		3,782		4,902		5,963		2,240		7		3,072		—		23,857
Consumer and other
Pass	18,489		11,359		8,264		6		—		307		—		—		38,425
Watch	—		16		—		—		—		—		—		—		16
Substandard	—		12		—		—		—		—		—		—		12

Total	18,489		11,387		8,264		6		—		307		—		—		38,453
Total
Pass	407,578		1,092,713		769,458		278,341		154,129		278,723		59,201		—		3,040,143
Watch	189		17,352		8,979		4,790		728		5,837		1,727		—		39,602
Substandard	—		12		—		—		45		1,917		—		—		1,974

Total	$	407,767	$	1,110,077	$	778,437	$	283,131	$	154,902	$	286,477	$	60,928	$	—	$	3,081,719

Management regularly reviews the Company’s loans for accuracy of risk grades whenever new information is received. Borrowers are generally required to submit financial information at regular intervals. Typically, commercial borrowers with lines of credit are required to submit financial information with reporting intervals generally ranging from monthly to annually depending on credit size, risk, and complexity. In addition, investor commercial real estate borrowers with loans exceeding a certain dollar threshold are usually required to submit rent rolls or property income statements annually. Management monitors construction loans monthly and reviews consumer loans based on delinquency. Management also reviews loans graded “watch” or worse, regardless of loan type, no less than quarterly.

Table 4.3 shows the age analysis of past due loans by class as of the dates shown.


Table 4.3: Age Analysis of Past Due Loans by Class
(in thousands)	Past Due
	30-59 Days		60-89 Days		Greater Than 90 Days		Total Past Due		Current		Total Loans Receivable
September 30, 2024
Real estate:
Commercial	$	—	$	—	$	—	$	—	$	2,809,951	$	2,809,951
Commercial land and development	—		—		—		—		4,714		4,714
Commercial construction	—		—		—		—		92,570		92,570
Residential construction	—		—		—		—		3,452		3,452
Residential	—		—		—		—		33,433		33,433
Farmland	—		—		—		—		47,890		47,890
Commercial:
Secured	336		93		—		429		172,122		172,551
Unsecured	—		—		—		—		25,027		25,027

Consumer and other	154		11		—		165		270,812		270,977
Total	$	490	$	104	$	—	$	594	$	3,459,971	$	3,460,565

December 31, 2023
Real estate:
Commercial	$	—	$	—	$	—	$	—	$	2,682,711	$	2,682,711
Commercial land and development	—		—		—		—		15,534		15,534
Commercial construction	—		—		—		—		62,544		62,544
Residential construction	—		—		—		—		15,452		15,452
Residential	—		—		—		—		25,922		25,922
Farmland	—		—		—		—		51,646		51,646
Commercial:
Secured	—		—		—		—		165,600		165,600
Unsecured	—		—		—		—		23,857		23,857

Consumer and other	76		—		—		76		38,377		38,453
Total	$	76	$	—	$	—	$	76	$	3,081,643	$	3,081,719

There were no loans greater than 90 days past due and still accruing interest income as of September 30, 2024 or December 31, 2023.

No collateral dependent loans were in process of foreclosure at September 30, 2024 or December 31, 2023.

Non-accrual loans, segregated by class, as of September 30, 2024 and December 31, 2023 are shown in Table 4.4.


Table 4.4: Nonaccrual Loans
(in thousands)	September 30, 2024		December 31, 2023
Real estate:
Commercial	$	1,787	$	1,893

Commercial:
Secured	54		72

Total non-accrual loans	$	1,841	$	1,965

No interest income was recognized on non-accrual loans in the three and nine months ended September 30, 2024 or September 30, 2023. Non-accrual real estate loans did not have an allowance for credit losses as of September 30, 2024. Interest income can be recognized on non-accrual loans in cases where resolution occurs through a sale or full payment is received on the non-accrual loan.

The amount of foregone interest income related to non-accrual loans was $37.8 thousand and $115.2 thousand for the three and nine months ended September 30, 2024, respectively, as compared to $27.1 thousand and $62.3 thousand for the three and nine months ended September 30, 2023, respectively.

Allowance for Credit Losses

Table 4.5 discloses activity in the allowance for credit losses for the periods indicated.


Table 4.5: Allowance for Credit Losses
(in thousands)	Beginning Balance		Effect of Adoption of ASC 326		Charge-offs		Recoveries		Provision (Benefit)		Ending Balance
Three months ended September 30, 2024
Real estate:
Commercial	$	24,708	$	—	$	—	$	—	$	1,509	$	26,217
Commercial land and development	72		—		—		—		17		89
Commercial construction	1,097		—		—		—		659		1,756
Residential construction	100		—		—		—		(53)		47
Residential	195		—		—		—		89		284
Farmland	402		—		—		—		179		581
Commercial:
Secured	7,386		—		(837)		53		(553)		6,049
Unsecured	214		—		(5)		34		8		251

Consumer and other	1,232		—		(59)		41		1,095		2,309

Total	$	35,406	$	—	$	(901)	$	128	$	2,950	$	37,583


Table 4.5: Allowance for Credit Losses (continued)
(in thousands)	Beginning Balance		Effect of Adoption of ASC 326		Charge-offs		Recoveries		Provision (Benefit)		Ending Balance
Three months ended September 30, 2023
Real estate:
Commercial	$	27,553	$	—	$	—	$	—	$	348	$	27,901
Commercial land and development	184		—		—		—		14		198
Commercial construction	1,212		—		—		—		8		1,220
Residential construction	217		—		—		—		(102)		115
Residential	152		—		—		—		(1)		151
Farmland	236		—		—		—		157		393
Commercial:
Secured	3,751		—		(1,245)		219		736		3,461
Unsecured	209		—		—		—		4		213

Consumer and other	470		—		(187)		207		(114)		376

Total	$	33,984	$	—	$	(1,432)	$	426	$	1,050	$	34,028

Nine months ended September 30, 2024
Real estate:
Commercial	$	29,015	$	—	$	—	$	—	$	(2,798)	$	26,217
Commercial land and development	178		—		—		—		(89)		89
Commercial construction	718		—		—		—		1,038		1,756
Residential construction	89		—		—		—		(42)		47
Residential	151		—		—		—		133		284
Farmland	399		—		—		—		182		581
Commercial:
Secured	3,314		—		(3,075)		292		5,518		6,049
Unsecured	189		—		(75)		34		103		251

Consumer and other	378		—		(202)		228		1,905		2,309

Total	$	34,431	$	—	$	(3,352)	$	554	$	5,950	$	37,583

Nine months ended September 30, 2023
Real estate:
Commercial	$	19,216	$	7,606	$	—	$	—	$	1,079	$	27,901
Commercial land and development	54		74		—		—		70		198
Commercial construction	645		882		—		—		(307)		1,220
Residential construction	49		81		—		—		(15)		115
Residential	175		3		—		—		(27)		151
Farmland	644		(396)		—		—		145		393
Commercial:
Secured	7,098		(3,060)		(2,856)		358		1,921		3,461
Unsecured	116		37		—		—		60		213

Consumer and other	347		80		(709)		714		(56)		376
Unallocated	45		(45)		—		—		—		—
Total	$	28,389	$	5,262	$	(3,565)	$	1,072	$	2,870	$	34,028

Unfunded Loan Commitment Reserves

Unfunded loan commitment reserves are included in “Interest payable and other liabilities” in the unaudited consolidated balance sheets. Provisions for unfunded loan commitments are included in “Provision for credit losses” in the unaudited consolidated statements of income.


Table 4.6: Unfunded Loan Commitment Reserves
	Three months ended				Nine months ended
(in thousands)	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Balance at beginning of period	$	1,147	$	1,547	$	1,247	$	125
Effect of adoption of ASC 326	—		—		—		1,092
Provision	(200)		—		(300)		330


Balance at end of period	$	947	$	1,547	$	947	$	1,547

Pledged Loans

The Company’s FHLB line of credit is secured under terms of a collateral agreement by a pledge of certain qualifying loans with unpaid principal balances of $1.8 billion and $1.7 billion at September 30, 2024 and December 31, 2023, respectively. In addition, the Company pledges eligible tenants in common loans, which totaled $1.2 billion at September 30, 2024 and December 31, 2023, to secure its borrowing capacity with the Federal Reserve Discount Window. See Note 6, Long Term Debt and Other Borrowings, for further discussion of these borrowings.

Investment Securities - Narrative (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) security $ / shares	Dec. 31, 2023 USD ($) security
Investments, Debt and Equity Securities [Abstract]
Number of securities in unrealized loss positions	145	149
Number of investment securities in a continuous loss position for twelve months or more	143
Investment securities in a loss position for less than twelve months	2
Held-to-maturity securities in a continuous loss position for more than twelve months	1	1
FHLB stock price (in USD per share) \| $ / shares	$ 100
FHLB stock \| $	$ 15,000	$ 15,000

Interest Bearing Deposits - Interest Expense Recognized on Interest-Bearing Deposits (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Interest-bearing Deposits [Abstract]
Interest-bearing transaction accounts	$ 1,237	$ 972	$ 3,467	$ 2,230
Savings accounts	979	880	2,697	2,182
Money market accounts	14,688	9,536	40,231	23,108
Time accounts, $250 or more	2,387	3,865	8,622	8,462
Other time accounts	1,785	1,133	4,287	3,751
Total interest expense on interest-bearing deposits	$ 21,076	$ 16,386	59,304	$ 39,733
Time deposits minimum			$ 250

Investment Securities (Tables)

9 Months Ended

Sep. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Summary of Debt Securities Held- to-Maturity

A summary of the amortized cost and fair value related to securities held-to-maturity as of September 30, 2024 and December 31, 2023 is presented in Table 3.1. Securities held-to-maturity had a $20.0 thousand allowance for credit losses as of September 30, 2024 and December 31, 2023.


Table 3.1: Securities Held-to-Maturity
(in thousands)	Amortized Cost		Gross Unrealized				Fair Value
			Gains		(Losses)
September 30, 2024
Obligations of states and political subdivisions	$	2,720	$	—	$	(77)	$	2,643
Total held-to-maturity	$	2,720	$	—	$	(77)	$	2,643
December 31, 2023
Obligations of states and political subdivisions	$	3,077	$	—	$	(164)	$	2,913
Total held-to-maturity	$	3,077	$	—	$	(164)	$	2,913

Summary of Debt Securities Available-for-Sale

A summary of the amortized cost and fair value related to securities available-for-sale as of September 30, 2024 and December 31, 2023 is presented in Table 3.2. Securities available-for-sale did not have an allowance for credit losses as of September 30, 2024 or December 31, 2023.


Table 3.2: Securities Available-for-Sale
(in thousands)	Amortized Cost		Gross Unrealized				Fair Value
			Gains		(Losses)
September 30, 2024
U.S. government agency securities	$	8,807	$	140	$	(82)	$	8,865
Mortgage-backed securities	64,030		23		(9,327)		54,726
Obligations of states and political subdivisions	42,895		6		(4,421)		38,480
Collateralized mortgage obligations	321		—		(20)		301
Corporate bonds	2,000		—		(134)		1,866
Total available-for-sale	$	118,053	$	169	$	(13,984)	$	104,238
December 31, 2023
U.S. government agency securities	$	10,548	$	142	$	(149)	$	10,541
Mortgage-backed securities	68,585		7		(11,619)		56,973
Obligations of states and political subdivisions	43,288		12		(4,841)		38,459
Collateralized mortgage obligations	367		—		(35)		332
Corporate bonds	2,000		—		(222)		1,778
Total available-for-sale	$	124,788	$	161	$	(16,866)	$	108,083

Summary of Investment Debt Securities by Contractual Maturity

The amortized cost and fair value of investment securities by contractual maturity at September 30, 2024 and December 31, 2023 are shown in Table 3.3. Expected maturities may differ from contractual maturities if the issuers of the securities have the right to call or prepay obligations with or without call or prepayment penalties.


Table 3.3: Contractual Maturities - Investment Securities
(in thousands)	September 30, 2024								December 31, 2023
	Held-to-Maturity				Available-for-Sale				Held-to-Maturity				Available-for-Sale
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Within one year	$	210	$	204	$	—	$	—	$	277	$	263	$	—	$	—
After one but within five years	945		918		802		756		935		885		394		367
After five years through ten years	1,380		1,341		9,247		8,379		1,365		1,292		6,407		5,838
After ten years	185		180		32,846		29,345		500		473		36,487		32,254

Investment securities not due at a single maturity date:
U.S. government agency securities	—		—		8,807		8,865		—		—		10,548		10,541
Mortgage-backed securities	—		—		64,030		54,726		—		—		68,585		56,973
Collateralized mortgage obligations	—		—		321		301		—		—		367		332
Corporate bonds	—		—		2,000		1,866		—		—		2,000		1,778
Total	$	2,720	$	2,643	$	118,053	$	104,238	$	3,077	$	2,913	$	124,788	$	108,083

Summary of Pledged Investment Securities

Pledged investment securities are shown in Table 3.4.


Table 3.4: Pledged Investment Securities
(in thousands)	September 30, 2024		December 31, 2023
Pledged to:
The State of California, securing deposits of public funds and borrowings	$	53,377	$	55,435
The Federal Reserve Discount Window, increasing borrowing capacity	47,387		48,964
Total pledged investment securities	$	100,764	$	104,399

Summary of Unrealized Losses and Fair Value of Available-for-Sale Securities

Table 3.5 details the gross unrealized losses and fair values aggregated by investment category and length of time that individual available-for-sale securities have been in a continuous unrealized loss position at September 30, 2024 and December 31, 2023.


Table 3.5: Securities Available-for-Sale in Continuous Unrealized Loss Positions
(in thousands)	Less than 12 months				12 months or more				Total securities in a loss position
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
September 30, 2024
U.S. government agency securities	$	865	$	(3)	$	4,796	$	(79)	$	5,661	$	(82)
Mortgage-backed securities	—		—		53,376		(9,327)		53,376		(9,327)
Obligations of states and political subdivisions	—		—		36,966		(4,421)		36,966		(4,421)
Collateralized mortgage obligations	—		—		301		(20)		301		(20)
Corporate bonds	—		—		1,866		(134)		1,866		(134)
Total temporarily impaired securities	$	865	$	(3)	$	97,305	$	(13,981)	$	98,170	$	(13,984)

December 31, 2023
U.S. government agency securities	$	1,130	$	(14)	$	7,081	$	(135)	$	8,211	$	(149)
Mortgage-backed securities	—		—		55,609		(11,619)		55,609		(11,619)
Obligations of states and political subdivisions	—		—		36,930		(4,841)		36,930		(4,841)
Collateralized mortgage obligations	—		—		332		(35)		332		(35)
Corporate bonds	—		—		1,778		(222)		1,778		(222)
Total temporarily impaired securities	$	1,130	$	(14)	$	101,730	$	(16,852)	$	102,860	$	(16,866)

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

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- Definition

Tabular disclosure of information about investment in debt security measured at amortized cost (held-to-maturity).

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Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for credit losses, available for sale	$ 0	$ 0
Amortized Cost	118,053,000	124,788,000
Allowance for credit losses, held to maturity	20,000.0	20,000.0
Securities held-to-maturity	$ 2,643,000	$ 2,913,000
Preferred stock, par value (in USD per share)	$ 0	$ 0
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in USD per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	21,319,583	17,256,989
Common stock, shares outstanding (in shares)	21,319,583	17,256,989

Shareholders' Equity - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Equity [Abstract]
Net income	$ 10,941	$ 11,045	$ 32,354	$ 36,935
Basic weighted average common shares outstanding (in shares)	21,182,143	17,175,034	19,809,298	17,163,609
Add: Dilutive effects of assumed vesting of restricted stock (in shares)	50,615	19,791	50,344	22,626
Total dilutive weighted average common shares outstanding (in shares)	21,232,758	17,194,825	19,859,642	17,186,235
Earnings per common share:
Basic EPS (in USD per share)	$ 0.52	$ 0.64	$ 1.63	$ 2.15
Diluted EPS (in USD per share)	$ 0.52	$ 0.64	$ 1.63	$ 2.15

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Interest and fee income:
Loans, including fees	$ 50,390	$ 41,861	$ 140,538	$ 119,284
Taxable securities	445	472	1,396	1,401
Nontaxable securities	175	181	527	548
Interest-bearing deposits in banks	1,657	2,584	6,745	6,969
Total interest and fee income	52,667	45,098	149,206	128,202
Interest expense:
Deposits	21,076	16,386	59,304	39,733
Subordinated notes	1,161	1,161	3,484	3,484
Other borrowings	44	75	196	783
Total interest expense	22,281	17,622	62,984	44,000
Net interest income	30,386	27,476	86,222	84,202
Provision for credit losses	2,750	1,050	5,650	3,200
Net interest income after provision for credit losses	27,636	26,426	80,572	81,002
Non-interest income:
Service charges on deposit accounts	165	158	542	410
Gain on sale of loans	306	396	1,124	1,635
Loan-related fees	406	355	1,205	1,052
FHLB stock dividends	327	274	988	656
Earnings on BOLI	162	127	462	355
Other	15	74	466	1,467
Total non-interest income	1,381	1,384	4,787	5,575
Non-interest expense:
Salaries and employee benefits	7,969	6,876	23,349	19,915
Occupancy and equipment	626	561	1,898	1,635
Data processing and software	1,327	1,020	3,719	2,905
FDIC insurance	405	375	1,195	1,187
Professional services	830	700	2,304	1,917
Advertising and promotional	584	535	1,659	1,686
Loan-related expenses	292	345	886	924
Other operating expenses	1,743	1,603	4,995	4,943
Total non-interest expense	13,776	12,015	40,005	35,112
Income before provision for income taxes	15,241	15,795	45,354	51,465
Provision for income taxes	4,300	4,750	13,000	14,530
Net income	$ 10,941	$ 11,045	$ 32,354	$ 36,935
Basic earnings per common share (in USD per share)	$ 0.52	$ 0.64	$ 1.63	$ 2.15
Diluted earnings per common share (in USD per share)	$ 0.52	$ 0.64	$ 1.63	$ 2.15

Interest Bearing Deposits - Composition of Network Deposits (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Interest Bearing Deposits [Line Items]
Total network deposits	$ 700,491	$ 636,524
CDARS
Interest Bearing Deposits [Line Items]
Total network deposits	18,441	16,325
ICS
Interest Bearing Deposits [Line Items]
Total network deposits	$ 682,050	$ 620,199

Investment Securities - Amortized Cost and Fair Value of Securities Held-to-Maturity (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Marketable Securities [Line Items]
Allowance for credit losses, held to maturity	$ 20,000.0	$ 20,000.0
Amortized Cost	2,720,000	3,077,000
Gross unrealized gains	0	0
Gross unrealized losses	(77,000)	(164,000)
Fair Value	2,643,000	2,913,000
Obligations of states and political subdivisions
Marketable Securities [Line Items]
Amortized Cost	2,720,000	3,077,000
Gross unrealized gains	0	0
Gross unrealized losses	(77,000)	(164,000)
Fair Value	$ 2,643,000	$ 2,913,000

Loans and Allowance for Credit Losses - Balance of Each Major Product Type (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Financing Receivable, Past Due [Line Items]
Subtotal	$ 3,462,550		$ 3,083,976
Net deferred loan fees	(1,985)		(2,257)
Loans held for investment	3,460,565		3,081,719
Allowance for credit losses	(37,583)	$ (35,406)	(34,431)	$ (34,028)	$ (33,984)	$ (28,389)
Loans held for investment, net of allowance for credit losses	3,422,982		3,047,288
Commercial
Financing Receivable, Past Due [Line Items]
Subtotal	2,812,600		2,685,419
Loans held for investment	2,809,951		2,682,711
Allowance for credit losses	(26,217)	(24,708)	(29,015)	(27,901)	(27,553)	(19,216)
Commercial land and development
Financing Receivable, Past Due [Line Items]
Subtotal	4,709		15,551
Loans held for investment	4,714		15,534
Allowance for credit losses	(89)	(72)	(178)	(198)	(184)	(54)
Commercial construction
Financing Receivable, Past Due [Line Items]
Subtotal	92,841		62,863
Loans held for investment	92,570		62,544
Allowance for credit losses	(1,756)	(1,097)	(718)	(1,220)	(1,212)	(645)
Residential construction
Financing Receivable, Past Due [Line Items]
Subtotal	3,452		15,456
Loans held for investment	3,452		15,452
Allowance for credit losses	(47)	(100)	(89)	(115)	(217)	(49)
Residential
Financing Receivable, Past Due [Line Items]
Subtotal	33,415		25,893
Loans held for investment	33,433		25,922
Allowance for credit losses	(284)	(195)	(151)	(151)	(152)	(175)
Farmland
Financing Receivable, Past Due [Line Items]
Subtotal	47,907		51,669
Loans held for investment	47,890		51,646
Allowance for credit losses	(581)	(402)	(399)	(393)	(236)	(644)
Secured
Financing Receivable, Past Due [Line Items]
Subtotal	171,855		165,109
Loans held for investment	172,551		165,600
Allowance for credit losses	(6,049)	(7,386)	(3,314)	(3,461)	(3,751)	(7,098)
Unsecured
Financing Receivable, Past Due [Line Items]
Subtotal	25,011		23,850
Loans held for investment	25,027		23,857
Allowance for credit losses	(251)	(214)	(189)	(213)	(209)	(116)
Consumer and other
Financing Receivable, Past Due [Line Items]
Subtotal	270,760		38,166
Loans held for investment	270,977		38,453
Allowance for credit losses	$ (2,309)	$ (1,232)	$ (378)	$ (376)	$ (470)	$ (347)

Long Term Debt and Other Borrowings - Schedule of Borrowing Capacity (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Line of Credit
Debt Instrument [Line Items]
Less: outstanding borrowings	$ 0	$ 0
FHLB Agreement
Debt Instrument [Line Items]
Less: outstanding borrowings	0	170,000,000
FHLB Agreement \| Line of Credit
Debt Instrument [Line Items]
Total financing ability from the FHLB	1,123,388,000	996,712,000
Available borrowing capacity with the FHLB	555,888,000	145,212,000
FHLB Agreement \| Letter of Credit
Debt Instrument [Line Items]
Total LCs issued	567,500,000	681,500,000
Secure State of California Deposits \| Letter of Credit
Debt Instrument [Line Items]
Total LCs issued	146,500,000	271,500,000
Secure Local Agency Deposit \| Letter of Credit
Debt Instrument [Line Items]
Total LCs issued	$ 421,000,000	$ 410,000,000

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 04, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-40379
Entity Registrant Name	FIVE STAR BANCORP
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	75-3100966
Entity Address, Address Line One	3100 Zinfandel Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Rancho Cordova
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95670
City Area Code	(916)
Local Phone Number	626-5000
Title of 12(b) Security	Common stock, no par value per share
Trading Symbol	FSBC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		21,319,083
Entity Central Index Key	0001275168
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Five Star Bank (the “Bank”) was chartered on October 26, 1999 and began operations on December 20, 1999. Five Star Bancorp (“Bancorp” or the “Company”) was incorporated on September 16, 2002 and subsequently obtained approval from the Federal Reserve to become a bank holding company in connection with its acquisition of the Bank. The Company became the sole shareholder of the Bank on June 2, 2003 in a statutory merger, pursuant to which each outstanding share of the Bank’s common stock was exchanged for one share of common stock of the Company. The Company, through the Bank, provides financial services to customers who are predominately small and middle-market businesses, professionals, and individuals residing in the Northern California region. The Company’s primary loan products are commercial real estate loans, land development loans, construction loans, and operating lines of credit, and its primary deposit products are checking accounts, savings accounts, money market accounts, and term certificate accounts. The Bank currently has eight branch offices in Roseville, Natomas, Rancho Cordova, Redding, Elk Grove, Chico, Yuba City, and San Francisco.
Basis of Financial Statement Presentation and Consolidation and Emerging Growth Company	Basis of Financial Statement Presentation and Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as contained within the Financial Accounting Standards Board’s (“FASB”) ASC and the rules and regulations of the SEC, including the instructions to Regulation S-X. These interim unaudited consolidated financial statements reflect all adjustments (consisting solely of normal recurring adjustments and accruals) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and comprehensive income, changes in shareholders’ equity, and cash flows for the interim periods presented. These unaudited consolidated financial statements have been prepared on a basis consistent with, and should be read in conjunction with, the audited consolidated financial statements as of and for the year ended December 31, 2023, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report on Form 10-K”), which was filed with the SEC on February 23, 2024. The unaudited consolidated financial statements include Bancorp and its wholly owned subsidiary, the Bank. All significant intercompany transactions and balances are eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results of operations that may be expected for any other interim period or for the year ending December 31, 2024. The Company’s accounting and reporting policies conform to GAAP and to general practices within the banking industry. Emerging Growth Company The Company qualifies as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, and, as such, may take advantage of specified reduced reporting requirements and deferred accounting standards adoption dates, and is relieved of other significant requirements that are otherwise generally applicable to other public companies. The Company will remain an emerging growth company for five years after its IPO date of May 5, 2021, unless one of the following occurs: (i) total annual gross revenues are $1.235 billion or more; (ii) the Company issues more than $1.0 billion in non-convertible debt; or (iii) the Company becomes a large accelerated filer with a public float of more than $0.7 billion.
Segments	Segments While the Company’s chief decision-makers monitor the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Discrete financial information is not available other than on a Company-wide basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.
Recently Issued Accounting Standards, Accounting Standards Adopted and Accounting Standards Issued But Not Yet Adopted	Recently Issued Accounting Standards The following information reflects recent accounting standards that have been adopted or are pending adoption by the Company. The Company qualifies as an emerging growth company and, as such, has elected to use the extended transition period for complying with new or revised accounting standards and is not subject to the new or revised accounting standards applicable to public companies during the extended transition period. The accounting standards discussed below indicate effective dates for the Company as an emerging growth company using the extended transition period. Accounting Standards Adopted in 2024 In March 2023, the FASB issued ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (“ASU 2023-02”). Under current GAAP, an entity can only elect to apply the proportional amortization method to investments in low income housing tax credit (“LIHTC”) structures. The amendments in ASU 2023-02 allow entities to elect to account for equity investments made primarily for the purpose of receiving income tax credits using the proportional amortization method, regardless of the tax credit program through which the investment earns income tax credits, if certain conditions are met. ASU 2023-02 provides amendments to paragraph ASC 323-740-25-1, which sets forth the conditions needed to apply the proportional amortization method. The amendments make certain limited changes to those conditions to clarify their application to a broader group of tax credit investment programs. However, the conditions in substance remain consistent with current GAAP. The amendments in ASU 2023-02 also eliminate certain LIHTC-specific guidance to align the accounting more closely with the accounting for other equity investments in tax credit structures and require that the delayed equity contribution guidance in paragraph ASC 323-740-25-3 apply only to tax equity investments accounted for using the proportional amortization method. The Company adopted ASU 2023-02 on January 1, 2024, which did not have a significant impact on the Company’s consolidated financial statements. Accounting Standards Issued But Not Yet Adopted In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”), amending disclosure or presentation requirements related to various subtopics in the FASB’s ASC. ASU 2023-06 was issued in response to the SEC’s initiative to update and simplify disclosure requirements. The SEC identified 27 disclosure requirements that were incremental to those in the ASC and referred them to the FASB for potential incorporation into GAAP. To avoid duplication, the SEC intended to eliminate those disclosure requirements from existing SEC regulations as the FASB incorporated them into the relevant ASC subtopics. ASU 2023-06 adds 14 of the 27 identified disclosure or presentation requirements to the ASC. ASU 2023-06 is to be applied prospectively, and early adoption is prohibited. For reporting entities subject to the SEC’s existing disclosure requirements, the effective dates of ASU 2023-06 will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the ASC and will not become effective for any entities. ASU 2023-06 is not expected to have a significant impact on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures (“ASU 2023-07”), amending disclosure requirements related to segment reporting primarily through enhanced disclosure about significant segment expenses and by requiring disclosure of segment information on an annual and interim basis. ASU 2023-07 is effective January 1, 2024 and for interim periods beginning after December 15, 2024. The key amendments: (i) require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit or loss; (ii) require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition; (iii) require that a public entity provide all annual disclosures about a reportable segment’s profit or loss currently required by GAAP in interim periods as well; (iv) clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, an entity may report one or more of those additional measures of segment profit; (v) require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources; and (vi) require that a public entity that has a single reportable segment provide all the disclosures required by the amendments in the ASU and all existing segment disclosures. The requirements of this standard for such entities will apply beginning with the Company’s annual report for the year ending December 31, 2024. The Company has one reportable segment and ASU 2023-07 is not expected to have a significant impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances the transparency and decision usefulness of income tax disclosures. ASU 2023-09 will require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. Entities will also be required to disclose income/(loss) from continuing operations before income tax expense/(benefit) disaggregated between domestic and foreign, as well as income tax expense/(benefit) from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 is effective January 1, 2025 and is not expected to have a significant impact on the Company’s consolidated financial statements. In March 2024, the FASB issued ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). ASU 2024-02 contains amendments to the ASC that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. FASB Concepts Statements are nonauthoritative. Removing all references to Concepts Statements in the guidance is intended to simplify the ASC and draw a distinction between authoritative and nonauthoritative literature. ASU 2024-02 is effective January 1, 2025 and is not expected to have a significant impact on the Company’s consolidated financial statements.
Allowance for Credit Losses (“ACL”)	Allowance for Credit Losses (“ACL”) The ACL is a valuation account that offsets the amortized cost basis of loans receivable and certain other financial assets, including unfunded loan commitments and held-to-maturity debt securities. Under ASC 326, amortized cost basis is the basis on which the ACL is determined. Amortized cost basis on loans receivable is principal outstanding, net of any purchase premiums and discounts, and net of any deferred loan fees and costs. Credit losses are charged off when management believes that the collectability of at least some portion of outstanding principal is unlikely. These charge-offs are recorded as a reversal to, thereby reducing, the allowance for credit losses. Subsequent recoveries of previously charged-off amounts, if any, are recorded as a provision to, thereby increasing, the allowance for credit losses. The allowance for credit losses is maintained at a level to absorb expected credit losses over the contractual life, including consideration of prepayments. Determining the adequacy of the allowance is complex and requires judgments that are inherently subjective, as it requires estimates that are susceptible to revision as additional information becomes available. While the Company has determined an allowance for credit losses it considers appropriate, there can be no assurance that the allowance will be sufficient to absorb future losses. The Company’s process for determining expected lifetime credit losses entails a loan-level, model-based approach and considers a broad range of information, including historical loss experience, current conditions, and reasonable and supportable forecasts. Credit loss is estimated for all loans. Accordingly, the Company has stratified the full loan population into segments sharing similar characteristics to perform the evaluation of the credit loss collectively. The Company can also further stratify loans of similar types, risk attributes, and methods for credit risk monitoring. The Company has determined loan pools based primarily on regulatory reporting codes, as the loans within each pool share similar risk characteristics and there is sufficient historical peer loss data from the FFIEC to provide statistically meaningful support in the models developed. The Company further stratified the following portfolios as the loans in these pools have different repayment structures and credit risk characteristics: Multifamily portfolio into traditional Multifamily loans and Manufactured Home Community (“MHC”) loans, CRE Non-Owner Occupied portfolio into traditional CRE Non-Owner Occupied loans and RV Park loans, and C&I portfolio into traditional C&I loans and SBA loans. The Company also stratified C&I loans and consumer loans that do not require reserves, as the Company has third-party agreements in place to cover credit losses. The Company has identified the following pools subject to an estimate of credit loss: (1) 1-4 Family Construction; (2) Other Construction; (3) Farmland; (4) Revolving Secured by 1-4 Family; (5) Residential Secured by First Liens; (6) Residential Secured by Junior Liens; (7) Multifamily; (8) Multifamily MHC; (9) CRE Owner Occupied; (10) CRE Non-Owner Occupied; (11) CRE Non-Owner Occupied RV Park; (12) Agriculture; (13) C&I; (14) C&I SBA; (15) Consumer; and (16) Municipal. With the exception of the C&I SBA pool, the Company has determined, given its limited loss experience, that peer data and other external data to support loss history provides the best basis for its assessment of expected credit losses. The Company believes that the use of peer loss data from March 31, 2004 through December 31, 2019 and January 31, 2022 through March 31, 2024 presents loss histories that appropriately reflect a full economic cycle, reflects asset-specific risk characteristics at each pool level identified, and includes a historical look-back period that is objective and reflective of future expected credit losses. Loss data from 2020 and beyond was excluded from the data set to exclude pandemic-related data from the model. During the three months ended September 30, 2024, the Company segregated RV Park loans from the CRE Non-Owner Occupied portfolio, as the Company identified a data source to provide sufficient historical peer loss data specific to RV Park loans. This segregation now adjusts for differences in the risk characteristics and performance of RV Parks compared to standard CRE Non-Owner Occupied properties. The Company used calculations of individual probability of default and loss given default on a loan-by-loan basis to derive an estimated loss rate. This adjustment reduced the required reserves related to the RV Park pool by approximately $3.3 million. The method for determining the estimate of lifetime credit losses includes, among other things, the following main components: (i) the use of probability of default and loss given default assumptions under a discounted cash flow model; (ii) a multi-scenario macroeconomic forecast; (iii) an initial and reasonable and supportable forecast period of one year for all loan segments; and (iv) a reversion period of one year using a linear transition method to historical loss rates. Given the inherent limitations of a quantitative-only model, qualitative adjustments are included to factor in data points not captured from a quantitative analysis alone. Qualitative criteria that can be considered includes, among other things, the following: •Concentrations – the existence and effect of any concentrations of credit, and changes in the level of such concentrations; •Volume – changes in the nature and volume of the portfolio and in the terms of the loans; •Economic – changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments; •Policy – changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses; •Quality – changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans; and •External – the effect of other external factors, such as competition and legal and regulatory requirements on the level of estimated credit losses in the Company’s loan portfolio. Management reviews current information on a quarterly basis to assess the forecasted future economic impact for purposes of evaluating the adequacy of the ACL. The forecasted direction and magnitude of change with respect to future economic conditions is then assessed against the estimate in the model. Any changes resulting from the quarterly assessment are recorded in “Provision for credit losses” in the unaudited consolidated statements of income. The Audit Committee of the board of directors reviews the adequacy of the allowance at least quarterly. Accrued interest receivable is excluded from amortized cost of all financial instrument types and included in “Interest receivable and other assets” in the consolidated balance sheets. Accrued interest receivable is not subject to an estimate for credit loss, as the Company has a policy to charge off accrued interest deemed uncollectible in a timely manner. When a loan is placed on non-accrual status, which occurs within 90 days of a borrower becoming delinquent, interest previously accrued but not collected is reversed against current period income. If an individual loan’s characteristics have deteriorated to below a range of the overall pool, the loan would be individually assessed. Individually assessed loans are measured for credit loss based on one of the following methods: (i) present value of future expected cash flows, discounted at the loan’s effective interest rate; (ii) amount by which carrying value of the loan exceeds the loan’s observable market price; or (iii) the fair value of the collateral, less estimated selling costs, if the loan is collateral dependent. The Company applies the practical expedient and defines collateral dependent loans as those where the borrower is experiencing financial difficulty and on which payment is expected to be provided substantially through the operation or sale of the collateral.
EPS	EPS Basic EPS is net income divided by the weighted average number of common shares outstanding during the period less average unvested restricted stock awards (“RSAs”). Diluted EPS includes the dilutive effect of additional potential common shares related to unvested RSAs using the treasury stock method. The Company has two forms of outstanding common stock: common stock and unvested RSAs. Holders of unvested RSAs receive non-forfeitable dividends at the same rate as common shareholders and they both share equally in undistributed earnings, and therefore the RSAs are considered participating securities. However, under the two-class method, the difference in EPS is not significant for these participating securities.

- Definition

Disclosure of accounting policy for financing receivable.

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+ Details

- Definition

Disclosure of accounting policy for segment reporting.

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+ Details

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Financial Instruments with Off-Balance Sheet Risk

Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Substantially all of these commitments are at variable interest rates, based on an index, and have fixed expiration dates.

Off-balance sheet risk to loan loss exists up to the face amount of these instruments, although material losses are not anticipated. The Company uses the same credit policies in making commitments to originate loans and lines of credit as it does for on-balance sheet instruments, including obtaining collateral at exercise of the commitment. The contractual amounts of unfunded loan commitments and standby letters of credit not reflected in the unaudited consolidated balance sheets at the dates indicated are presented in Table 8.1.


Table 8.1: Unfunded Loan Commitments and Standby Letters of Credit
(in thousands)	September 30, 2024		December 31, 2023
Commercial lines of credit	$	203,789	$	181,855
Undisbursed commercial real estate loans	102,338		107,712
Undisbursed construction loans	89,710		134,828
Agricultural lines of credit	23,832		24,635
Undisbursed residential real estate loans	7,075		6,538
Undisbursed agricultural real estate loans	—		1,200
Other	1,901		2,119
Total commitments and standby letters of credit	$	428,645	$	458,887

The Company records an allowance for credit losses on unfunded loan commitments at the consolidated balance sheet date based on estimates of the probability that these commitments will be drawn upon according to historical utilization experience of the different types of commitments and historical loss rates determined for pooled funded loans. The allowance for credit losses on unfunded commitments totaled $0.9 million as of September 30, 2024 and $1.2 million as of December 31, 2023, which is recorded in “Interest payable and other liabilities” in the unaudited consolidated balance sheets.

Concentrations of credit risk: The Company grants real estate mortgage, real estate construction, commercial, and consumer loans to customers primarily in Northern California. Although the Company has a diversified loan portfolio, a substantial portion is secured by commercial and residential real estate.

In management’s judgment, a concentration of loans exists in real estate related loans, which represented approximately 86.42% of the Company’s loan portfolio at September 30, 2024 and 92.30% of the Company’s loan portfolio at December 31, 2023. Although management believes such concentrations have no more than the normal risk of collectability, a substantial decline in the economy in general, or a decline in real estate values in the Company’s primary market areas in particular, could have an adverse impact on the collectability of these loans. Personal and business incomes represent the primary source of repayment for the majority of these loans.

Deposit concentrations: At September 30, 2024, the Company had 101 deposit relationships that exceeded $5.0 million each, totaling $2.1 billion, or approximately 60.58% of total deposits. The Company’s largest single deposit relationship at September 30, 2024 totaled $275.0 million, or approximately 8.09% of total deposits. Management maintains the Company’s liquidity position and lines of credit with correspondent banks to mitigate the risk of large withdrawals by this group of large depositors.

Contingencies: The Company is subject to legal proceedings and claims which arise in the ordinary course of business. In the opinion of management, the amount of ultimate liability with respect to such actions will not materially affect the consolidated financial position or results of operations of the Company.

Correspondent banking agreements: The Company maintains funds on deposit with other FDIC-insured financial institutions under correspondent banking agreements. Uninsured deposits through these agreements totaled approximately $39.0 million and $22.3 million at September 30, 2024 and December 31, 2023, respectively.

Litigation Matters

The Company is subject to legal proceedings and claims which arise in the ordinary course of business. In the opinion of management, the amount of ultimate liability with respect to such actions will not materially affect the consolidated financial position or results of operations of the Company.

Loans and Allowance for Credit Losses (Tables)

9 Months Ended

Sep. 30, 2024

Receivables [Abstract]

Summary of Accounts, Notes, Loans and Financing Receivable

Table 4.1 presents the balance of each major product type within the Company’s portfolio as of the dates indicated.


Table 4.1: Loans Outstanding
(in thousands)	September 30, 2024		December 31, 2023
Real estate:
Commercial	$	2,812,600	$	2,685,419
Commercial land and development	4,709		15,551
Commercial construction	92,841		62,863
Residential construction	3,452		15,456
Residential	33,415		25,893
Farmland	47,907		51,669
Commercial:
Secured	171,855		165,109
Unsecured	25,011		23,850
Consumer and other	270,760		38,166
Subtotal	3,462,550		3,083,976
Net deferred loan fees	(1,985)		(2,257)
Loans held for investment	3,460,565		3,081,719
Allowance for credit losses	(37,583)		(34,431)
Loans held for investment, net of allowance for credit losses	$	3,422,982	$	3,047,288

Summary of Credit Quality Indicators


Table 4.2: Loans by Risk Category and Vintage


	Amortized Cost Basis by Origination Year as of September 30, 2024
(in thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans		Revolving Converted to Term		Total
Real estate:
Commercial
Pass	$	323,066	$	322,516	$	909,581	$	638,479	$	212,289	$	323,331	$	3,141	$	—	$	2,732,403
Watch	643		—		36,825		25,597		10,967		338		1,392		—		75,762
Substandard	—		—		—		—		—		1,786		—		—		1,786

Total	323,709		322,516		946,406		664,076		223,256		325,455		4,533		—		2,809,951
Commercial land and development
Pass	1,610		1,000		1,247		—		181		676		—		—		4,714



Total	1,610		1,000		1,247		—		181		676		—		—		4,714
Commercial construction
Pass	4,723		55,650		15,068		—		11,231		5,898		—		—		92,570



Total	4,723		55,650		15,068		—		11,231		5,898		—		—		92,570
Residential construction
Pass	3,452		—		—		—		—		—		—		—		3,452



Total	3,452		—		—		—		—		—		—		—		3,452
Residential
Pass	5,677		4,800		2,890		9,532		2,221		6,481		1,832		—		33,433



Total	5,677		4,800		2,890		9,532		2,221		6,481		1,832		—		33,433
Farmland
Pass	1,111		2,067		7,045		11,572		7,105		17,693		—		—		46,593
Watch	502		—		795		—		—		—		—		—		1,297


Total	1,613		2,067		7,840		11,572		7,105		17,693		—		—		47,890
Commercial:
Secured
Pass	21,022		22,762		23,239		10,563		9,838		15,982		55,384		—		158,790
Watch	—		252		9,546		2,549		97		1,263		—		—		13,707
Substandard	—		—		—		—		—		54		—		—		54

Total	21,022		23,014		32,785		13,112		9,935		17,299		55,384		—		172,551
Unsecured
Pass	3,226		4,740		2,826		3,761		5,441		1,787		3,246		—		25,027



Total	3,226		4,740		2,826		3,761		5,441		1,787		3,246		—		25,027
Consumer and other
Pass	219,870		35,931		8,550		6,379		5		232		—		—		270,967

Substandard	—		—		10		—		—		—		—		—		10

Total	219,870		35,931		8,560		6,379		5		232		—		—		270,977
Total
Pass	583,757		449,466		970,446		680,286		248,311		372,080		63,603		—		3,367,949
Watch	1,145		252		47,166		28,146		11,064		1,601		1,392		—		90,766
Substandard	—		—		10		—		—		1,840		—		—		1,850

Total	$	584,902	$	449,718	$	1,017,622	$	708,432	$	259,375	$	375,521	$	64,995	$	—	$	3,460,565


Table 4.2: Loans by Risk Category and Vintage (continued)


	Amortized Cost Basis by Origination Year as of December 31, 2023
(in thousands)	2023		2022		2021		2020		2019		Prior		Revolving Loans		Revolving Converted to Term		Total
Real estate:
Commercial
Pass	$	329,876	$	992,181	$	714,965	$	238,655	$	128,424	$	247,030	$	4,685	$	—	$	2,655,816
Watch	—		8,534		6,274		4,727		574		4,896		—		—		25,005
Substandard	—		—		—		—		—		1,890		—		—		1,890

Total	329,876		1,000,715		721,239		243,382		128,998		253,816		4,685		—		2,682,711
Commercial land and development
Pass	11,388		3,229		—		184		—		733		—		—		15,534



Total	11,388		3,229		—		184		—		733		—		—		15,534
Commercial construction
Pass	9,074		32,154		4,189		11,230		—		5,897		—		—		62,544



Total	9,074		32,154		4,189		11,230		—		5,897		—		—		62,544
Residential construction
Pass	2,412		9,128		3,912		—		—		—		—		—		15,452



Total	2,412		9,128		3,912		—		—		—		—		—		15,452


Residential
Pass	4,838		3,964		6,244		2,279		1,182		5,995		1,420		—		25,922



Total	4,838		3,964		6,244		2,279		1,182		5,995		1,420		—		25,922
Farmland
Pass	2,311		8,037		12,678		7,860		12,365		8,391		4		—		51,646



Total	2,311		8,037		12,678		7,860		12,365		8,391		4		—		51,646
Commercial:
Secured
Pass	25,299		28,879		14,304		12,164		9,918		10,363		50,020		—		150,947
Watch	189		8,802		2,705		63		154		941		1,727		—		14,581
Substandard	—		—		—		—		45		27		—		—		72

Total	25,488		37,681		17,009		12,227		10,117		11,331		51,747		—		165,600
Unsecured
Pass	3,891		3,782		4,902		5,963		2,240		7		3,072		—		23,857



Total	3,891		3,782		4,902		5,963		2,240		7		3,072		—		23,857
Consumer and other
Pass	18,489		11,359		8,264		6		—		307		—		—		38,425
Watch	—		16		—		—		—		—		—		—		16
Substandard	—		12		—		—		—		—		—		—		12

Total	18,489		11,387		8,264		6		—		307		—		—		38,453
Total
Pass	407,578		1,092,713		769,458		278,341		154,129		278,723		59,201		—		3,040,143
Watch	189		17,352		8,979		4,790		728		5,837		1,727		—		39,602
Substandard	—		12		—		—		45		1,917		—		—		1,974

Total	$	407,767	$	1,110,077	$	778,437	$	283,131	$	154,902	$	286,477	$	60,928	$	—	$	3,081,719

Summary of Age Analysis of Past Due Loans

Table 4.3 shows the age analysis of past due loans by class as of the dates shown.


Table 4.3: Age Analysis of Past Due Loans by Class
(in thousands)	Past Due
	30-59 Days		60-89 Days		Greater Than 90 Days		Total Past Due		Current		Total Loans Receivable
September 30, 2024
Real estate:
Commercial	$	—	$	—	$	—	$	—	$	2,809,951	$	2,809,951
Commercial land and development	—		—		—		—		4,714		4,714
Commercial construction	—		—		—		—		92,570		92,570
Residential construction	—		—		—		—		3,452		3,452
Residential	—		—		—		—		33,433		33,433
Farmland	—		—		—		—		47,890		47,890
Commercial:
Secured	336		93		—		429		172,122		172,551
Unsecured	—		—		—		—		25,027		25,027

Consumer and other	154		11		—		165		270,812		270,977
Total	$	490	$	104	$	—	$	594	$	3,459,971	$	3,460,565

December 31, 2023
Real estate:
Commercial	$	—	$	—	$	—	$	—	$	2,682,711	$	2,682,711
Commercial land and development	—		—		—		—		15,534		15,534
Commercial construction	—		—		—		—		62,544		62,544
Residential construction	—		—		—		—		15,452		15,452
Residential	—		—		—		—		25,922		25,922
Farmland	—		—		—		—		51,646		51,646
Commercial:
Secured	—		—		—		—		165,600		165,600
Unsecured	—		—		—		—		23,857		23,857

Consumer and other	76		—		—		76		38,377		38,453
Total	$	76	$	—	$	—	$	76	$	3,081,643	$	3,081,719

Summary of Non-accrual Loans

Non-accrual loans, segregated by class, as of September 30, 2024 and December 31, 2023 are shown in Table 4.4.


Table 4.4: Nonaccrual Loans
(in thousands)	September 30, 2024		December 31, 2023
Real estate:
Commercial	$	1,787	$	1,893

Commercial:
Secured	54		72

Total non-accrual loans	$	1,841	$	1,965

Summary of Disclosure of Activity in the Allowance for Loan Losses

Table 4.5 discloses activity in the allowance for credit losses for the periods indicated.


Table 4.5: Allowance for Credit Losses
(in thousands)	Beginning Balance		Effect of Adoption of ASC 326		Charge-offs		Recoveries		Provision (Benefit)		Ending Balance
Three months ended September 30, 2024
Real estate:
Commercial	$	24,708	$	—	$	—	$	—	$	1,509	$	26,217
Commercial land and development	72		—		—		—		17		89
Commercial construction	1,097		—		—		—		659		1,756
Residential construction	100		—		—		—		(53)		47
Residential	195		—		—		—		89		284
Farmland	402		—		—		—		179		581
Commercial:
Secured	7,386		—		(837)		53		(553)		6,049
Unsecured	214		—		(5)		34		8		251

Consumer and other	1,232		—		(59)		41		1,095		2,309

Total	$	35,406	$	—	$	(901)	$	128	$	2,950	$	37,583


Table 4.5: Allowance for Credit Losses (continued)
(in thousands)	Beginning Balance		Effect of Adoption of ASC 326		Charge-offs		Recoveries		Provision (Benefit)		Ending Balance
Three months ended September 30, 2023
Real estate:
Commercial	$	27,553	$	—	$	—	$	—	$	348	$	27,901
Commercial land and development	184		—		—		—		14		198
Commercial construction	1,212		—		—		—		8		1,220
Residential construction	217		—		—		—		(102)		115
Residential	152		—		—		—		(1)		151
Farmland	236		—		—		—		157		393
Commercial:
Secured	3,751		—		(1,245)		219		736		3,461
Unsecured	209		—		—		—		4		213

Consumer and other	470		—		(187)		207		(114)		376

Total	$	33,984	$	—	$	(1,432)	$	426	$	1,050	$	34,028

Nine months ended September 30, 2024
Real estate:
Commercial	$	29,015	$	—	$	—	$	—	$	(2,798)	$	26,217
Commercial land and development	178		—		—		—		(89)		89
Commercial construction	718		—		—		—		1,038		1,756
Residential construction	89		—		—		—		(42)		47
Residential	151		—		—		—		133		284
Farmland	399		—		—		—		182		581
Commercial:
Secured	3,314		—		(3,075)		292		5,518		6,049
Unsecured	189		—		(75)		34		103		251

Consumer and other	378		—		(202)		228		1,905		2,309

Total	$	34,431	$	—	$	(3,352)	$	554	$	5,950	$	37,583

Nine months ended September 30, 2023
Real estate:
Commercial	$	19,216	$	7,606	$	—	$	—	$	1,079	$	27,901
Commercial land and development	54		74		—		—		70		198
Commercial construction	645		882		—		—		(307)		1,220
Residential construction	49		81		—		—		(15)		115
Residential	175		3		—		—		(27)		151
Farmland	644		(396)		—		—		145		393
Commercial:
Secured	7,098		(3,060)		(2,856)		358		1,921		3,461
Unsecured	116		37		—		—		60		213

Consumer and other	347		80		(709)		714		(56)		376
Unallocated	45		(45)		—		—		—		—
Total	$	28,389	$	5,262	$	(3,565)	$	1,072	$	2,870	$	34,028


Table 4.6: Unfunded Loan Commitment Reserves
	Three months ended				Nine months ended
(in thousands)	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Balance at beginning of period	$	1,147	$	1,547	$	1,247	$	125
Effect of adoption of ASC 326	—		—		—		1,092
Provision	(200)		—		(300)		330


Balance at end of period	$	947	$	1,547	$	947	$	1,547

Subsequent Events (Details) - $ / shares		3 Months Ended
Subsequent Events (Details) - $ / shares	Oct. 17, 2024	Sep. 30, 2024
Subsequent Event [Line Items]
Common stock dividend declared (in USD per share)		$ 0.20
Subsequent Event
Subsequent Event [Line Items]
Common stock dividend declared (in USD per share)	$ 0.20

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2022
Statement of Stockholders' Equity [Abstract]
Accounting Standards Update [Extensible Enumeration]					Accounting Standards Update 2016-13 [Member]
Cash dividends paid (in USD per share)	$ 0.20	$ 0.20	$ 0.60	$ 0.55

- Definition

Indicates amendment to accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
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-URI https://asc.fasb.org/1943274/2147482477/820-10-65-13

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147479654/326-10-65-5

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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Reference 38: http://www.xbrl.org/2003/role/disclosureRef
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Reference 39: http://www.xbrl.org/2003/role/disclosureRef
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Reference 40: http://www.xbrl.org/2003/role/disclosureRef
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Reference 41: http://www.xbrl.org/2003/role/disclosureRef
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Reference 42: http://www.xbrl.org/2003/role/disclosureRef
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Reference 43: http://www.xbrl.org/2003/role/disclosureRef
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Reference 44: http://www.xbrl.org/2003/role/disclosureRef
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Reference 45: http://www.xbrl.org/2003/role/disclosureRef
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Reference 46: http://www.xbrl.org/2003/role/disclosureRef
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Reference 47: http://www.xbrl.org/2003/role/disclosureRef
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Reference 48: http://www.xbrl.org/2003/role/disclosureRef
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Reference 52: http://www.xbrl.org/2003/role/disclosureRef
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Reference 53: http://www.xbrl.org/2003/role/disclosureRef
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Reference 55: http://www.xbrl.org/2003/role/disclosureRef
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Reference 58: http://www.xbrl.org/2003/role/disclosureRef
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Reference 59: http://www.xbrl.org/2003/role/disclosureRef
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Reference 60: http://www.xbrl.org/2003/role/disclosureRef
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Reference 61: http://www.xbrl.org/2003/role/disclosureRef
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Reference 62: http://www.xbrl.org/2003/role/disclosureRef
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Reference 63: http://www.xbrl.org/2003/role/disclosureRef
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Reference 64: http://www.xbrl.org/2003/role/disclosureRef
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Reference 65: http://www.xbrl.org/2003/role/disclosureRef
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Reference 66: http://www.xbrl.org/2003/role/disclosureRef
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Reference 67: http://www.xbrl.org/2003/role/disclosureRef
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Reference 68: http://www.xbrl.org/2003/role/disclosureRef
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Reference 69: http://www.xbrl.org/2003/role/disclosureRef
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Reference 70: http://www.xbrl.org/2003/role/disclosureRef
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Reference 71: http://www.xbrl.org/2003/role/disclosureRef
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Reference 73: http://www.xbrl.org/2003/role/disclosureRef
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Reference 74: http://www.xbrl.org/2003/role/disclosureRef
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Reference 75: http://www.xbrl.org/2003/role/disclosureRef
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Reference 76: http://www.xbrl.org/2003/role/disclosureRef
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Reference 77: http://www.xbrl.org/2003/role/disclosureRef
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Reference 78: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 79: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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Reference 80: http://www.xbrl.org/2009/role/commonPracticeRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

+ Details

Long Term Debt and Other Borrowings - Narrative (Details)	Aug. 17, 2022 USD ($)	Sep. 30, 2024 USD ($) federal_fund	Dec. 31, 2023 USD ($) federal_fund
Debt Instrument [Line Items]
Subordinated notes, net		$ 73,859,000	$ 73,749,000
Number of unsecured federal funds \| federal_fund		5	5
Subordinated Debt
Debt Instrument [Line Items]
Debt issuance costs		$ 1,500,000
Amortization, debt issuance costs		$ 300,000
Subordinated Debt \| Fixed-to-floating Rate Subordinated Notes Issued August 2022
Debt Instrument [Line Items]
Subordinated notes, net	$ 75,000,000.0
Interest rate (in percent)	6.00%
Basis spread on variable rate	3.29%
Floating interest rate (in percent)		7.93%
Subordinated Debt \| Entity controlled by existing and former board members and their affiliates
Debt Instrument [Line Items]
Face amount	$ 19,300,000
Line of Credit
Debt Instrument [Line Items]
Long-term line of credit		$ 0	$ 0
Line of Credit \| Federal Reserve Discount Window
Debt Instrument [Line Items]
Maximum borrowing capacity		858,300,000	770,600,000
Amount outstanding		0	0
Line of Credit \| Five Unsecured Federal Funds Line Of Credit
Debt Instrument [Line Items]
Long-term line of credit		$ 175,000,000.0	$ 175,000,000.0

Interest-Bearing Deposits - Narrative (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Interest-bearing Deposits [Abstract]
Interest-bearing domestic deposit, time deposits	$ 491,008,000	$ 466,600,000
One-way deposits	$ 0	$ 0

Investment Securities - Available-for-Sale Securities in a Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Marketable Securities [Line Items]
Less than twelve continuous months, fair value	$ 865	$ 1,130
Less than twelve continuous months, unrealized loss	(3)	(14)
Twelve months or more, fair value	97,305	101,730
Twelve months or more, unrealized loss	(13,981)	(16,852)
Total securities in a loss position, fair value	98,170	102,860
Total securities in a loss position, unrealized loss	(13,984)	(16,866)
U.S. government agency securities
Marketable Securities [Line Items]
Less than twelve continuous months, fair value	865	1,130
Less than twelve continuous months, unrealized loss	(3)	(14)
Twelve months or more, fair value	4,796	7,081
Twelve months or more, unrealized loss	(79)	(135)
Total securities in a loss position, fair value	5,661	8,211
Total securities in a loss position, unrealized loss	(82)	(149)
Mortgage-backed securities
Marketable Securities [Line Items]
Less than twelve continuous months, fair value	0	0
Less than twelve continuous months, unrealized loss	0	0
Twelve months or more, fair value	53,376	55,609
Twelve months or more, unrealized loss	(9,327)	(11,619)
Total securities in a loss position, fair value	53,376	55,609
Total securities in a loss position, unrealized loss	(9,327)	(11,619)
Obligations of states and political subdivisions
Marketable Securities [Line Items]
Less than twelve continuous months, fair value	0	0
Less than twelve continuous months, unrealized loss	0	0
Twelve months or more, fair value	36,966	36,930
Twelve months or more, unrealized loss	(4,421)	(4,841)
Total securities in a loss position, fair value	36,966	36,930
Total securities in a loss position, unrealized loss	(4,421)	(4,841)
Collateralized mortgage obligations
Marketable Securities [Line Items]
Less than twelve continuous months, fair value	0	0
Less than twelve continuous months, unrealized loss	0	0
Twelve months or more, fair value	301	332
Twelve months or more, unrealized loss	(20)	(35)
Total securities in a loss position, fair value	301	332
Total securities in a loss position, unrealized loss	(20)	(35)
Corporate bonds
Marketable Securities [Line Items]
Less than twelve continuous months, fair value	0	0
Less than twelve continuous months, unrealized loss	0	0
Twelve months or more, fair value	1,866	1,778
Twelve months or more, unrealized loss	(134)	(222)
Total securities in a loss position, fair value	1,866	1,778
Total securities in a loss position, unrealized loss	$ (134)	$ (222)

Investment Securities - Amortized Cost and Fair Value of Securities Available-for-Sale (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Marketable Securities [Line Items]
Amortized Cost	$ 118,053	$ 124,788
Gross unrealized gains	169	161
Gross unrealized losses	(13,984)	(16,866)
Securities available-for-sale	104,238	108,083
U.S. government agency securities
Marketable Securities [Line Items]
Amortized Cost	8,807	10,548
Gross unrealized gains	140	142
Gross unrealized losses	(82)	(149)
Securities available-for-sale	8,865	10,541
Mortgage-backed securities
Marketable Securities [Line Items]
Amortized Cost	64,030	68,585
Gross unrealized gains	23	7
Gross unrealized losses	(9,327)	(11,619)
Securities available-for-sale	54,726	56,973
Obligations of states and political subdivisions
Marketable Securities [Line Items]
Amortized Cost	42,895	43,288
Gross unrealized gains	6	12
Gross unrealized losses	(4,421)	(4,841)
Securities available-for-sale	38,480	38,459
Collateralized mortgage obligations
Marketable Securities [Line Items]
Amortized Cost	321	367
Gross unrealized gains	0	0
Gross unrealized losses	(20)	(35)
Securities available-for-sale	301	332
Corporate bonds
Marketable Securities [Line Items]
Amortized Cost	2,000	2,000
Gross unrealized gains	0	0
Gross unrealized losses	(134)	(222)
Securities available-for-sale	$ 1,866	$ 1,778

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
ASSETS
Cash and due from financial institutions	$ 44,531	$ 26,986
Interest-bearing deposits in banks	206,321	294,590
Cash and cash equivalents	250,852	321,576
Time deposits in banks	4,118	5,858
Securities available-for-sale, at fair value, net of allowance for credit losses of $0 at September 30, 2024 and December 31, 2023 (amortized cost of $118,053 and $124,788 at September 30, 2024 and December 31, 2023, respectively)	104,238	108,083
Securities held-to-maturity, at amortized cost, net of allowance for credit losses of $20 at September 30, 2024 and December 31, 2023 (fair value of $2,643 and $2,913 at September 30, 2024 and December 31, 2023, respectively)	2,720	3,077
Loans held for sale	2,910	11,464
Loans held for investment	3,460,565	3,081,719
Allowance for credit losses	(37,583)	(34,431)
Loans held for investment, net of allowance for credit losses	3,422,982	3,047,288
FHLB stock	15,000	15,000
Operating leases, right-of-use asset, net	6,590	5,284
Premises and equipment, net	1,657	1,623
Bank-owned life insurance	19,192	17,180
Interest receivable and other assets	56,745	56,692
Total assets	3,887,004	3,593,125
Deposits:
Non-interest-bearing	906,939	831,101
Interest-bearing	2,493,040	2,195,795
Total deposits	3,399,979	3,026,896
Subordinated notes, net	73,859	73,749
Other borrowings	0	170,000
Operating lease liability	7,101	5,603
Interest payable and other liabilities	16,135	31,103
Total liabilities	3,497,074	3,307,351
Commitments and contingencies (Note 8)
Shareholders’ equity:
Preferred stock, no par value; 10,000,000 shares authorized; zero issued and outstanding at September 30, 2024 and December 31, 2023	0	0
Common stock, no par value; 100,000,000 shares authorized; 21,319,583 shares issued and outstanding at September 30, 2024; 17,256,989 shares issued and outstanding at December 31, 2023	302,251	220,505
Retained earnings	97,411	77,036
Accumulated other comprehensive loss, net of taxes	(9,732)	(11,767)
Total shareholders’ equity	389,930	285,774
Total liabilities and shareholders’ equity	$ 3,887,004	$ 3,593,125

Loans and Allowance for Credit Losses - Unfunded Loan Commitment Reserve (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	$ 35,406	$ 33,984	$ 34,431	$ 28,389
Provision	2,950	1,050	5,950	2,870
Ending Balance	37,583	34,028	37,583	34,028
Effect of adoption of ASC 326
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	0	0	0	5,262
Unfunded Loan Commitment
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	1,147	1,547	1,247	125
Provision	(200)	0	(300)	330
Ending Balance	947	1,547	947	1,547
Unfunded Loan Commitment \| Effect of adoption of ASC 326
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	$ 0	$ 0	$ 0	$ 1,092

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

Loans and Allowance for Credit Losses - Credit Quality Indicators Related to the Company’s Loans by Class (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Financing Receivable, Past Due [Line Items]
2024	$ 584,902	$ 407,767
2023	449,718	1,110,077
2022	1,017,622	778,437
2021	708,432	283,131
2020	259,375	154,902
Prior	375,521	286,477
Revolving Loans	64,995	60,928
Revolving Converted to Term	0	0
Loans held for investment	3,460,565	3,081,719
Pass
Financing Receivable, Past Due [Line Items]
2024	583,757	407,578
2023	449,466	1,092,713
2022	970,446	769,458
2021	680,286	278,341
2020	248,311	154,129
Prior	372,080	278,723
Revolving Loans	63,603	59,201
Revolving Converted to Term	0	0
Loans held for investment	3,367,949	3,040,143
Watch
Financing Receivable, Past Due [Line Items]
2024	1,145	189
2023	252	17,352
2022	47,166	8,979
2021	28,146	4,790
2020	11,064	728
Prior	1,601	5,837
Revolving Loans	1,392	1,727
Revolving Converted to Term	0	0
Loans held for investment	90,766	39,602
Substandard
Financing Receivable, Past Due [Line Items]
2024	0	0
2023	0	12
2022	10	0
2021	0	0
2020	0	45
Prior	1,840	1,917
Revolving Loans	0	0
Revolving Converted to Term	0	0
Loans held for investment	1,850	1,974
Real estate, Commercial
Financing Receivable, Past Due [Line Items]
2024	323,709	329,876
2023	322,516	1,000,715
2022	946,406	721,239
2021	664,076	243,382
2020	223,256	128,998
Prior	325,455	253,816
Revolving Loans	4,533	4,685
Revolving Converted to Term	0	0
Loans held for investment	2,809,951	2,682,711
Real estate, Commercial \| Pass
Financing Receivable, Past Due [Line Items]
2024	323,066	329,876
2023	322,516	992,181
2022	909,581	714,965
2021	638,479	238,655
2020	212,289	128,424
Prior	323,331	247,030
Revolving Loans	3,141	4,685
Revolving Converted to Term	0	0
Loans held for investment	2,732,403	2,655,816
Real estate, Commercial \| Watch
Financing Receivable, Past Due [Line Items]
2024	643	0
2023	0	8,534
2022	36,825	6,274
2021	25,597	4,727
2020	10,967	574
Prior	338	4,896
Revolving Loans	1,392	0
Revolving Converted to Term	0	0
Loans held for investment	75,762	25,005
Real estate, Commercial \| Substandard
Financing Receivable, Past Due [Line Items]
2024	0	0
2023	0	0
2022	0	0
2021	0	0
2020	0	0
Prior	1,786	1,890
Revolving Loans	0	0
Revolving Converted to Term	0	0
Loans held for investment	1,786	1,890
Real estate , Commercial land and development
Financing Receivable, Past Due [Line Items]
2024	1,610	11,388
2023	1,000	3,229
2022	1,247	0
2021	0	184
2020	181	0
Prior	676	733
Revolving Loans	0	0
Revolving Converted to Term	0	0
Loans held for investment	4,714	15,534
Real estate , Commercial land and development \| Pass
Financing Receivable, Past Due [Line Items]
2024	1,610	11,388
2023	1,000	3,229
2022	1,247	0
2021	0	184
2020	181	0
Prior	676	733
Revolving Loans	0	0
Revolving Converted to Term	0	0
Loans held for investment	4,714	15,534
Real estate, Commercial construction
Financing Receivable, Past Due [Line Items]
2024	4,723	9,074
2023	55,650	32,154
2022	15,068	4,189
2021	0	11,230
2020	11,231	0
Prior	5,898	5,897
Revolving Loans	0	0
Revolving Converted to Term	0	0
Loans held for investment	92,570	62,544
Real estate, Commercial construction \| Pass
Financing Receivable, Past Due [Line Items]
2024	4,723	9,074
2023	55,650	32,154
2022	15,068	4,189
2021	0	11,230
2020	11,231	0
Prior	5,898	5,897
Revolving Loans	0	0
Revolving Converted to Term	0	0
Loans held for investment	92,570	62,544
Real estate, Residential construction
Financing Receivable, Past Due [Line Items]
2024	3,452	2,412
2023	0	9,128
2022	0	3,912
2021	0	0
2020	0	0
Prior	0	0
Revolving Loans	0	0
Revolving Converted to Term	0	0
Loans held for investment	3,452	15,452
Real estate, Residential construction \| Pass
Financing Receivable, Past Due [Line Items]
2024	3,452	2,412
2023	0	9,128
2022	0	3,912
2021	0	0
2020	0	0
Prior	0	0
Revolving Loans	0	0
Revolving Converted to Term	0	0
Loans held for investment	3,452	15,452
Real estate, Residential
Financing Receivable, Past Due [Line Items]
2024	5,677	4,838
2023	4,800	3,964
2022	2,890	6,244
2021	9,532	2,279
2020	2,221	1,182
Prior	6,481	5,995
Revolving Loans	1,832	1,420
Revolving Converted to Term	0	0
Loans held for investment	33,433	25,922
Real estate, Residential \| Pass
Financing Receivable, Past Due [Line Items]
2024	5,677	4,838
2023	4,800	3,964
2022	2,890	6,244
2021	9,532	2,279
2020	2,221	1,182
Prior	6,481	5,995
Revolving Loans	1,832	1,420
Revolving Converted to Term	0	0
Loans held for investment	33,433	25,922
Real estate, Farmland
Financing Receivable, Past Due [Line Items]
2024	1,613	2,311
2023	2,067	8,037
2022	7,840	12,678
2021	11,572	7,860
2020	7,105	12,365
Prior	17,693	8,391
Revolving Loans	0	4
Revolving Converted to Term	0	0
Loans held for investment	47,890	51,646
Real estate, Farmland \| Pass
Financing Receivable, Past Due [Line Items]
2024	1,111	2,311
2023	2,067	8,037
2022	7,045	12,678
2021	11,572	7,860
2020	7,105	12,365
Prior	17,693	8,391
Revolving Loans	0	4
Revolving Converted to Term	0	0
Loans held for investment	46,593	51,646
Real estate, Farmland \| Watch
Financing Receivable, Past Due [Line Items]
2024	502
2023	0
2022	795
2021	0
2020	0
Prior	0
Revolving Loans	0
Revolving Converted to Term	0
Loans held for investment	1,297
Commercial, Secured
Financing Receivable, Past Due [Line Items]
2024	21,022	25,488
2023	23,014	37,681
2022	32,785	17,009
2021	13,112	12,227
2020	9,935	10,117
Prior	17,299	11,331
Revolving Loans	55,384	51,747
Revolving Converted to Term	0	0
Loans held for investment	172,551	165,600
Commercial, Secured \| Pass
Financing Receivable, Past Due [Line Items]
2024	21,022	25,299
2023	22,762	28,879
2022	23,239	14,304
2021	10,563	12,164
2020	9,838	9,918
Prior	15,982	10,363
Revolving Loans	55,384	50,020
Revolving Converted to Term	0	0
Loans held for investment	158,790	150,947
Commercial, Secured \| Watch
Financing Receivable, Past Due [Line Items]
2024	0	189
2023	252	8,802
2022	9,546	2,705
2021	2,549	63
2020	97	154
Prior	1,263	941
Revolving Loans	0	1,727
Revolving Converted to Term	0	0
Loans held for investment	13,707	14,581
Commercial, Secured \| Substandard
Financing Receivable, Past Due [Line Items]
2024	0	0
2023	0	0
2022	0	0
2021	0	0
2020	0	45
Prior	54	27
Revolving Loans	0	0
Revolving Converted to Term	0	0
Loans held for investment	54	72
Commercial, Unsecured
Financing Receivable, Past Due [Line Items]
2024	3,226	3,891
2023	4,740	3,782
2022	2,826	4,902
2021	3,761	5,963
2020	5,441	2,240
Prior	1,787	7
Revolving Loans	3,246	3,072
Revolving Converted to Term	0	0
Loans held for investment	25,027	23,857
Commercial, Unsecured \| Pass
Financing Receivable, Past Due [Line Items]
2024	3,226	3,891
2023	4,740	3,782
2022	2,826	4,902
2021	3,761	5,963
2020	5,441	2,240
Prior	1,787	7
Revolving Loans	3,246	3,072
Revolving Converted to Term	0	0
Loans held for investment	25,027	23,857
Commercial, Consumer and other
Financing Receivable, Past Due [Line Items]
2024	219,870	18,489
2023	35,931	11,387
2022	8,560	8,264
2021	6,379	6
2020	5	0
Prior	232	307
Revolving Loans	0	0
Revolving Converted to Term	0	0
Loans held for investment	270,977	38,453
Commercial, Consumer and other \| Pass
Financing Receivable, Past Due [Line Items]
2024	219,870	18,489
2023	35,931	11,359
2022	8,550	8,264
2021	6,379	6
2020	5	0
Prior	232	307
Revolving Loans	0	0
Revolving Converted to Term	0	0
Loans held for investment	270,967	38,425
Commercial, Consumer and other \| Watch
Financing Receivable, Past Due [Line Items]
2024		0
2023		16
2022		0
2021		0
2020		0
Prior		0
Revolving Loans		0
Revolving Converted to Term		0
Loans held for investment		16
Commercial, Consumer and other \| Substandard
Financing Receivable, Past Due [Line Items]
2024	0	0
2023	0	12
2022	10	0
2021	0	0
2020	0	0
Prior	0	0
Revolving Loans	0	0
Revolving Converted to Term	0	0
Loans held for investment	$ 10	$ 12

Interest Bearing Deposits - Maturities of Time Deposits (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Interest-bearing Deposits [Abstract]
2024	$ 433,896
2025	53,862
2026	3,013
2027	101
2028	136
Total time deposits	$ 491,008	$ 466,600

Interest-Bearing Deposits

9 Months Ended

Sep. 30, 2024

Interest-bearing Deposits [Abstract]

Interest-Bearing Deposits

Table 5.1 shows the composition of interest-bearing deposits as of September 30, 2024 and December 31, 2023.


Table 5.1: Interest-Bearing Deposits
(in thousands)	September 30, 2024		December 31, 2023
Interest-bearing transaction accounts	$	324,028	$	320,356
Savings accounts	131,561		126,498
Money market accounts	1,546,443		1,282,369
Time accounts, $250 or more	191,298		344,694
Other time accounts	299,710		121,878

Total interest-bearing deposits	$	2,493,040	$	2,195,795

Time deposits totaled $491.0 million and $466.6 million as of September 30, 2024 and December 31, 2023, respectively. Scheduled maturities of time deposits as of September 30, 2024 for the next five years are shown in Table 5.2.


Table 5.2: Scheduled Maturities of Time Deposits
(in thousands)
2024	$	433,896
2025	53,862
2026	3,013
2027	101
2028	136
Total time deposits	$	491,008

Total deposits include deposits offered through the IntraFi Network that are comprised of Certificate of Deposit Account Registry Service® (“CDARS”) balances included in time deposits and Insured Cash Sweep® (“ICS”) balances included in money market and interest-bearing transaction deposits. Through this network, the Company offers customers access to FDIC-insured deposit products in aggregate amounts exceeding current insurance limits. When funds are deposited through CDARS and ICS on behalf of a customer, the Company has the option of receiving matching deposits through the network’s reciprocal deposit program or placing deposits “one-way,” for which the Company receives no matching deposits. The Company considers the reciprocal deposits to be in-market deposits, as distinguished from traditional out-of-market brokered deposits. There were no one-way deposits at September 30, 2024 or December 31, 2023. The composition of network deposits as of September 30, 2024 and December 31, 2023 is shown in Table 5.3.


Table 5.3: Network Deposits
(in thousands)	September 30, 2024		December 31, 2023
CDARS	$	18,441	$	16,325
ICS	682,050		620,199
Total network deposits	$	700,491	$	636,524

Table 5.4 presents interest expense recognized on interest-bearing deposits for the periods ended September 30, 2024 and 2023.


Table 5.4: Interest Expense Recognized on Interest-Bearing Deposits
	Three months ended				Nine months ended
(in thousands)	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Interest-bearing transaction accounts	$	1,237	$	972	$	3,467	$	2,230
Savings accounts	979		880		2,697		2,182
Money market accounts	14,688		9,536		40,231		23,108
Time accounts, $250 or more	2,387		3,865		8,622		8,462
Other time accounts	1,785		1,133		4,287		3,751
Total interest expense on interest-bearing deposits	$	21,076	$	16,386	$	59,304	$	39,733

Shareholders’ Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock dividend declared (in USD per share)	$ 0.20
Cash dividends paid	$ 4,264	$ 3,451	$ 11,979	$ 9,491
Stock compensation expense	$ 300	$ 200	$ 876	$ 723
Unvested restricted shares (in shares)	137,457	82,324	137,457	82,324
Unrecognized compensation expense			$ 2,300
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average remaining term on the unvested restricted shares (in years)			3 years 1 month 20 days
Employee \| Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, payment award, vesting period (in years)			5 years
Employee \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, payment award, vesting period (in years)			3 years
Employee \| Maximum \| Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, payment award, vesting period (in years)			7 years
Executives and Directors \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, payment award, vesting period (in years)			3 years
Share-Based Payment Arrangement, Executives \| Minimum \| Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, payment award, vesting period (in years)			3 years
Share-Based Payment Arrangement, Executives \| Maximum \| Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, payment award, vesting period (in years)			5 years
Share-Based Payment Arrangement, Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, payment award, vesting period (in years)			1 year

Shareholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Summary of Earnings Per Share


Table 7.1: EPS
	Three months ended				Nine months ended
(in thousands, except share count and earnings per common share)	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net income	$	10,941	$	11,045	$	32,354	$	36,935

Basic weighted average common shares outstanding	21,182,143		17,175,034		19,809,298		17,163,609
Add: Dilutive effects of assumed vesting of restricted stock	50,615		19,791		50,344		22,626
Total dilutive weighted average common shares outstanding	21,232,758		17,194,825		19,859,642		17,186,235
Earnings per common share:
Basic EPS	$	0.52	$	0.64	$	1.63	$	2.15
Diluted EPS	$	0.52	$	0.64	$	1.63	$	2.15

Summary of Nonvested Restricted Stock Shares

Table 7.2 summarizes activity related to restricted shares for the periods indicated.


Table 7.2: Restricted Share Activity
	For the three months ended September 30,						For the nine months ended September 30,
	2024			2023			2024			2023
	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Beginning of the period balance	137,457	$	21.43	82,324	$	21.75	69,338	$	20.53	96,826	$	20.34
Shares granted	—	—		—	—		96,380	21.97		16,978	28.52
Shares vested	—	—		—	—		(26,975)	21.03		(29,933)	20.78
Shares forfeited	—	—		—	—		(1,286)	21.54		(1,547)	26.95
End of the period balance	137,457	$	21.43	82,324	$	21.75	137,457	$	21.43	82,324	$	21.75

Loans and Allowance for Credit Losses - Age Analysis of Past Due Loans by Class (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	$ 3,460,565	$ 3,081,719
30-59 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	490	76
60-89 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	104	0
Greater Than 90 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Total Past Due
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	594	76
Current
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	3,459,971	3,081,643
Commercial
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	2,809,951	2,682,711
Commercial \| 30-59 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Commercial \| 60-89 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Commercial \| Greater Than 90 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Commercial \| Total Past Due
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Commercial \| Current
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	2,809,951	2,682,711
Commercial land and development
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	4,714	15,534
Commercial land and development \| 30-59 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Commercial land and development \| 60-89 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Commercial land and development \| Greater Than 90 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Commercial land and development \| Total Past Due
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Commercial land and development \| Current
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	4,714	15,534
Commercial construction
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	92,570	62,544
Commercial construction \| 30-59 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Commercial construction \| 60-89 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Commercial construction \| Greater Than 90 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Commercial construction \| Total Past Due
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Commercial construction \| Current
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	92,570	62,544
Residential construction
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	3,452	15,452
Residential construction \| 30-59 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Residential construction \| 60-89 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Residential construction \| Greater Than 90 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Residential construction \| Total Past Due
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Residential construction \| Current
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	3,452	15,452
Residential
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	33,433	25,922
Residential \| 30-59 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Residential \| 60-89 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Residential \| Greater Than 90 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Residential \| Total Past Due
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Residential \| Current
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	33,433	25,922
Farmland
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	47,890	51,646
Farmland \| 30-59 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Farmland \| 60-89 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Farmland \| Greater Than 90 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Farmland \| Total Past Due
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Farmland \| Current
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	47,890	51,646
Secured
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	172,551	165,600
Secured \| 30-59 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	336	0
Secured \| 60-89 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	93	0
Secured \| Greater Than 90 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Secured \| Total Past Due
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	429	0
Secured \| Current
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	172,122	165,600
Unsecured
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	25,027	23,857
Unsecured \| 30-59 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Unsecured \| 60-89 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Unsecured \| Greater Than 90 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Unsecured \| Total Past Due
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Unsecured \| Current
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	25,027	23,857
Consumer and other
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	270,977	38,453
Consumer and other \| 30-59 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	154	76
Consumer and other \| 60-89 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	11	0
Consumer and other \| Greater Than 90 Days
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	0	0
Consumer and other \| Total Past Due
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	165	76
Consumer and other \| Current
Financing Receivable, Past Due [Line Items]
Total Loans Receivable	$ 270,812	$ 38,377

Loans and Allowance for Credit Losses - Narrative (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($) loan	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) loan	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) loan
Financing Receivable, Past Due [Line Items]
Loans greater than 90 days past due	$ 0		$ 0		$ 0
Number of collateral dependent loans in process of foreclosure \| loan	0		0		0
Interest income related to non-accrual loans	$ 0	$ 0	$ 0	$ 0
Foregone interest income related to non-accrual loans	37,800	$ 27,100	115,200	$ 62,300
Pledged loans	1,800,000,000		1,800,000,000		$ 1,700,000,000
Federal Reserve Bank of San Francisco
Financing Receivable, Past Due [Line Items]
FRB pledged loans	$ 1,200,000,000		$ 1,200,000,000		$ 1,200,000,000

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net income	$ 32,354	$ 36,935
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	5,650	3,200
Depreciation and amortization	1,407	1,227
Amortization of deferred loan fees and costs	(272)	125
Amortization of premiums and discounts on securities	721	886
Amortization of subordinated note issuance costs	109	107
Stock compensation expense	876	723
Earnings on BOLI	(462)	(355)
Deferred tax provision	24	79
Loans originated for sale	(19,358)	(39,915)
Gain on sale of loans	(1,124)	(1,635)
Gross proceeds from sale of loans	17,572	32,224
Gain on partial sale of equity investment	(242)	(1,274)
Net changes in:
Interest receivable and other assets	1,459	(5,523)
Interest payable and other liabilities	(4,195)	14,457
Operating lease liability	(727)	(714)
Net cash provided by operating activities	33,792	40,547
Cash flows from investing activities:
Maturities, prepayments, and calls of securities available-for-sale	6,370	8,134
Capital call for equity investment	(2,802)	0
Proceeds received from equity investment	530	0
Low income housing tax credits	(10,559)	0
Net change in time deposits in banks	1,740	2,878
Loan originations, net of repayments	(369,697)	(212,137)
Purchase of premises and equipment	(522)	(470)
Purchase of FHLB stock	0	(4,110)
Purchase of BOLI	(1,550)	(2,000)
Net cash used in investing activities	(376,490)	(207,705)
Cash flows from financing activities:
Net change in deposits	373,083	250,206
Proceeds from issuance of stock, net of issuance costs	80,870	0
Payments on other borrowings	(170,000)	(10,000)
Cash dividends paid	(11,979)	(9,491)
Net cash provided by financing activities	271,974	230,715
Net change in cash and cash equivalents	(70,724)	63,557
Cash and cash equivalents at beginning of period	321,576	259,991
Cash and cash equivalents at end of period	250,852	323,548
Supplemental disclosure of cash flow information:
Interest paid	65,223	43,817
Income taxes paid	11,388	1,480
Supplemental disclosure of noncash items:
Transfer from loans held for sale to loans held for investment	11,464	9,416
Unrealized gain (loss) on securities	2,889	(3,516)
Operating lease liabilities exchanged for ROUA	2,225	1,513
ROUA acquired	$ (2,225)	$ (1,534)

Long Term Debt and Other Borrowings (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Summary of Line of Credit Facilities

The Company’s total financing availability with the FHLB is decreased by outstanding borrowings and letters of credit (“LCs”) issued on behalf of the Company, as shown in Table 6.1.


Table 6.1: Financing Availability with the FHLB
(in thousands)	September 30, 2024		December 31, 2023
Total financing ability from the FHLB	$	1,123,388	$	996,712
Less: outstanding borrowings	—		170,000
Less: LCs pledged to secure State of California deposits	146,500		271,500
Less: LCs pledged to secure local agency deposits	421,000		410,000
Total LCs issued	567,500		681,500
Available borrowing capacity with the FHLB	$	555,888	$	145,212

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Fair Value of Assets and Liabilities - Fair Value of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds	$ 104,238	$ 108,083
Fair Value, Recurring \| Assets:
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds	104,238	108,083
Fair Value, Recurring \| Assets: \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds	0	0
Fair Value, Recurring \| Assets: \| Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds	104,238	108,083
Fair Value, Recurring \| Assets: \| Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds	0	0
Fair Value, Recurring \| Assets: \| Derivatives – interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives – interest rate swap	0	10
Fair Value, Recurring \| Assets: \| Derivatives – interest rate swap \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives – interest rate swap	0	0
Fair Value, Recurring \| Assets: \| Derivatives – interest rate swap \| Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives – interest rate swap	0	10
Fair Value, Recurring \| Assets: \| Derivatives – interest rate swap \| Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives – interest rate swap	0	0
Fair Value, Recurring \| Liabilities: \| Derivatives – interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives – interest rate swap	0	10
Fair Value, Recurring \| Liabilities: \| Derivatives – interest rate swap \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives – interest rate swap	0	0
Fair Value, Recurring \| Liabilities: \| Derivatives – interest rate swap \| Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives – interest rate swap	0	10
Fair Value, Recurring \| Liabilities: \| Derivatives – interest rate swap \| Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives – interest rate swap	$ 0	$ 0

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net income	$ 10,941	$ 11,045	$ 32,354	$ 36,935
Unrealized gain (loss) on securities:
Net unrealized holding gain (loss) on securities available-for-sale during the period	3,549	(4,195)	2,889	(3,516)
Less: Income tax expense (benefit) related to items of other comprehensive income (loss)	1,049	(1,240)	854	(1,039)
Other comprehensive income (loss)	2,500	(2,955)	2,035	(2,477)
Total comprehensive income	$ 13,441	$ 8,090	$ 34,389	$ 34,458

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Fair Value of Assets and Liabilities

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value of Assets and Liabilities

Fair Value Hierarchy and Fair Value Measurement

Accounting standards require the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair values of securities are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

Table 2.1 summarizes the Company’s assets and liabilities required to be recorded at fair value on a recurring basis.


Table 2.1: Fair Value on a Recurring Basis
(in thousands)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Measurement Categories: Changes in Fair Value Recorded In
September 30, 2024
Assets:
Securities available-for-sale:
U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds	$	104,238	$	—	$	104,238	$	—	OCI
Derivatives – interest rate swap	—		—		—		—		NI
Liabilities:
Derivatives – interest rate swap	—		—		—		—		NI

December 31, 2023
Assets:
Securities available-for-sale:
U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds	$	108,083	$	—	$	108,083	$	—	OCI
Derivatives – interest rate swap	10		—		10		—		NI
Liabilities:
Derivatives – interest rate swap	10		—		10		—		NI

Available-for-sale securities are recorded at fair value on a recurring basis. When available, quoted market prices (Level 1 inputs) are used to determine the fair value of available-for-sale securities. If quoted market prices are not available,

management obtains pricing information from a reputable third-party service provider, who may utilize valuation techniques that use current market-based or independently sourced parameters, such as bid/ask prices, dealer-quoted prices, interest rates, benchmark yield curves, prepayment speeds, probability of default, loss severity, and credit spreads (Level 2 inputs). Level 2 securities include U.S. agencies’ or government-sponsored agencies’ debt securities, mortgage-backed securities, government agency-issued bonds, privately issued collateralized mortgage obligations, and corporate bonds. Level 3 securities are based on unobservable inputs that are supported by little or no market activity. In addition, values use discounted cash flow models and may include significant management judgment and estimation. As of September 30, 2024 and December 31, 2023, there were no Level 1 available-for-sale securities and no transfers between Level 1 and Level 2 classifications for assets or liabilities measured at fair value on a recurring basis.

On a recurring basis, derivative financial instruments are recorded at fair value, which is based on the income approach using observable Level 2 market inputs, reflecting market expectations of future interest rates as of the measurement date. Standard valuation techniques are used to calculate the present value of the future expected cash flows assuming an orderly transaction. Valuation adjustments may be made to reflect both the Company’s credit risk and the counterparties’ credit risk in determining the fair value of the derivatives. A similar credit risk adjustment, correlated to the credit standing of the counterparty, is made when collateral posted by the counterparty does not fully cover their liability to the Company. There was no carrying value or fair value for interest rate swaps as of September 30, 2024.

Certain financial assets may be measured at fair value on a non-recurring basis. These assets are subject to fair value adjustments that result from the application of the lower of cost or fair value accounting or write-downs of individual assets, such as collateral dependent loans and other real estate owned. As of September 30, 2024 and December 31, 2023, the carrying amount of assets measured at fair value on a non-recurring basis was immaterial to the Company.

Disclosures about Fair Value of Financial Instruments


Table 2.2: Fair Value Estimates for Financial Instruments
	September 30, 2024					December 31, 2023
(in thousands)	Carrying Amounts		Fair Value		Fair Value Hierarchy	Carrying Amounts		Fair Value		Fair Value Hierarchy
Financial assets:
Cash and cash equivalents	$	250,852	$	250,852	Level 1	$	321,576	$	321,576	Level 1
Time deposits in banks	4,118		4,118		Level 1	5,858		5,858		Level 1
Securities available-for-sale	104,238		104,238		Level 2	108,083		108,083		Level 2
Securities held-to-maturity	2,720		2,643		Level 3	3,077		2,913		Level 3
Loans held for sale	2,910		3,222		Level 2	11,464		12,626		Level 2
Loans held for investment, net of allowance for credit losses	3,422,982		3,317,617		Level 3	3,047,288		2,891,925		Level 3
FHLB stock and other investments	24,112		N/A		N/A	21,801		N/A		N/A
Interest rate swap	—		—		Level 2	10		10		Level 2
Financial liabilities:
Interest rate swap	$	—	$	—	Level 2	$	10	$	10	Level 2
Time deposits	491,008		490,613		Level 2	466,572		465,205		Level 2
Subordinated notes	73,859		73,335		Level 3	73,749		72,693		Level 3
Other borrowings	—		—		Level 2	170,000		170,000		Level 2

The Company used the following methods and assumptions to estimate the fair value of its financial instruments at September 30, 2024 and December 31, 2023:

Cash and cash equivalents and time deposits in banks: The carrying amount is estimated to be fair value due to the liquid nature of the assets and their short-term maturities.

Investment securities: See discussion above for the methods and assumptions used by the Company to estimate the fair value of investment securities. Fair value of held-to-maturity securities is estimated by calculating the net present value of future cash flows based on observable market data, such as interest rates and yield curves (observable at commonly quoted intervals) as provided by an independent third party.

Loans held for sale: The fair value is based on what secondary markets are currently offering for portfolios with similar characteristics.

Loans held for investment, net of allowance for credit losses: For variable rate loans that reprice frequently with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans are estimated using discounted cash flow analyses, which use interest rates being offered at each reporting date for loans with similar terms to borrowers of comparable creditworthiness without considering widening credit spreads due to market illiquidity, which approximates the exit price notion. The allowance for credit losses is considered to be a reasonable estimate of loan discount for credit quality concerns.

FHLB stock and other investments: Carrying amounts of these investments are reasonable estimates of fair value because the securities are restricted to member banks and do not have a readily determinable market value.

Commitments to extend credit: These are primarily for adjustable rate loans, and there are no differences between the committed amounts and their fair values. Commitments to fund fixed rate loans are at rates which approximate fair value at each reporting date.

Time deposits: The fair value is estimated using a discounted cash flow analysis that uses interest rates offered at each reporting date by the Company for certificates with similar remaining maturities, resulting in a Level 2 classification.

Subordinated notes: The fair value is estimated by discounting the future cash flow using the current three-month CME Term SOFR. The Company’s subordinated notes are not registered securities and were issued through private placements, resulting in a Level 3 classification. The notes are recorded at carrying value.

Other borrowings: The carrying amount is estimated to be fair value.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

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+ Details

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On October 17, 2024, the board of directors of the Company declared a cash dividend of $0.20 per common share, payable on November 12, 2024 to shareholders of record as of November 4, 2024.

Investment Securities

9 Months Ended

Sep. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Investment Securities

The Company’s investment securities portfolio includes obligations of states and political subdivisions, securities issued by U.S. federal government agencies, such as the SBA, and securities issued by U.S. GSEs, such as the FNMA, the FHLMC, and the FHLB. The Company also invests in residential and commercial mortgage-backed securities, collateralized mortgage obligations issued or guaranteed by GSEs, and corporate bonds, as reflected in Tables 3.1 and 3.2.


Table 3.1: Securities Held-to-Maturity
(in thousands)	Amortized Cost		Gross Unrealized				Fair Value
			Gains		(Losses)
September 30, 2024
Obligations of states and political subdivisions	$	2,720	$	—	$	(77)	$	2,643
Total held-to-maturity	$	2,720	$	—	$	(77)	$	2,643
December 31, 2023
Obligations of states and political subdivisions	$	3,077	$	—	$	(164)	$	2,913
Total held-to-maturity	$	3,077	$	—	$	(164)	$	2,913

For securities issued by states and political subdivisions, for purposes of evaluating whether to recognize credit loss expense, management considers: (i) issuer and/or guarantor credit ratings; (ii) historical probability of default and loss given default rates for given bond ratings and remaining maturity; (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities; (iv) internal credit review of the financial information; and (v) whether or not such securities have credit enhancements such as guarantees, contain a defeasance clause, or are pre-refunded by the issuers.


Table 3.2: Securities Available-for-Sale
(in thousands)	Amortized Cost		Gross Unrealized				Fair Value
			Gains		(Losses)
September 30, 2024
U.S. government agency securities	$	8,807	$	140	$	(82)	$	8,865
Mortgage-backed securities	64,030		23		(9,327)		54,726
Obligations of states and political subdivisions	42,895		6		(4,421)		38,480
Collateralized mortgage obligations	321		—		(20)		301
Corporate bonds	2,000		—		(134)		1,866
Total available-for-sale	$	118,053	$	169	$	(13,984)	$	104,238
December 31, 2023
U.S. government agency securities	$	10,548	$	142	$	(149)	$	10,541
Mortgage-backed securities	68,585		7		(11,619)		56,973
Obligations of states and political subdivisions	43,288		12		(4,841)		38,459
Collateralized mortgage obligations	367		—		(35)		332
Corporate bonds	2,000		—		(222)		1,778
Total available-for-sale	$	124,788	$	161	$	(16,866)	$	108,083


Table 3.3: Contractual Maturities - Investment Securities
(in thousands)	September 30, 2024								December 31, 2023
	Held-to-Maturity				Available-for-Sale				Held-to-Maturity				Available-for-Sale
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Within one year	$	210	$	204	$	—	$	—	$	277	$	263	$	—	$	—
After one but within five years	945		918		802		756		935		885		394		367
After five years through ten years	1,380		1,341		9,247		8,379		1,365		1,292		6,407		5,838
After ten years	185		180		32,846		29,345		500		473		36,487		32,254

Investment securities not due at a single maturity date:
U.S. government agency securities	—		—		8,807		8,865		—		—		10,548		10,541
Mortgage-backed securities	—		—		64,030		54,726		—		—		68,585		56,973
Collateralized mortgage obligations	—		—		321		301		—		—		367		332
Corporate bonds	—		—		2,000		1,866		—		—		2,000		1,778
Total	$	2,720	$	2,643	$	118,053	$	104,238	$	3,077	$	2,913	$	124,788	$	108,083

There were no purchases or sales of investment securities during the three and nine months ended September 30, 2024 and September 30, 2023.

Pledged investment securities are shown in Table 3.4.


Table 3.4: Pledged Investment Securities
(in thousands)	September 30, 2024		December 31, 2023
Pledged to:
The State of California, securing deposits of public funds and borrowings	$	53,377	$	55,435
The Federal Reserve Discount Window, increasing borrowing capacity	47,387		48,964
Total pledged investment securities	$	100,764	$	104,399


Table 3.5: Securities Available-for-Sale in Continuous Unrealized Loss Positions
(in thousands)	Less than 12 months				12 months or more				Total securities in a loss position
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
September 30, 2024
U.S. government agency securities	$	865	$	(3)	$	4,796	$	(79)	$	5,661	$	(82)
Mortgage-backed securities	—		—		53,376		(9,327)		53,376		(9,327)
Obligations of states and political subdivisions	—		—		36,966		(4,421)		36,966		(4,421)
Collateralized mortgage obligations	—		—		301		(20)		301		(20)
Corporate bonds	—		—		1,866		(134)		1,866		(134)
Total temporarily impaired securities	$	865	$	(3)	$	97,305	$	(13,981)	$	98,170	$	(13,984)

December 31, 2023
U.S. government agency securities	$	1,130	$	(14)	$	7,081	$	(135)	$	8,211	$	(149)
Mortgage-backed securities	—		—		55,609		(11,619)		55,609		(11,619)
Obligations of states and political subdivisions	—		—		36,930		(4,841)		36,930		(4,841)
Collateralized mortgage obligations	—		—		332		(35)		332		(35)
Corporate bonds	—		—		1,778		(222)		1,778		(222)
Total temporarily impaired securities	$	1,130	$	(14)	$	101,730	$	(16,852)	$	102,860	$	(16,866)

There were 145 and 149 available-for-sale securities in unrealized loss positions at September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024, the investment portfolio included 143 investment securities that had been in a continuous loss position for twelve months or more and two investment securities that had been in a loss position for less than twelve months.

There was one held-to-maturity security in a continuous unrealized loss position at September 30, 2024 and December 31, 2023, which had been in a continuous loss position for more than twelve months.

Obligations issued or guaranteed by government agencies such as the GNMA and the SBA or GSEs under conservatorship such as the FNMA and the FHLMC, are guaranteed or sponsored by agencies of the U.S. government and have strong credit profiles. The Company therefore expects to receive all contractual interest payments on time and believes the risk of credit losses on these securities is remote.

The Company’s investment in obligations of states and political subdivisions is deemed credit worthy after management’s comprehensive analysis of the issuers’ latest financial information, credit ratings by major credit agencies, and/or credit enhancements.

Non-Marketable Securities Included in Other Assets

FHLB capital stock: As a member of the FHLB, the Company is required to maintain a minimum investment in FHLB capital stock determined by the board of directors of the FHLB. The minimum investment requirements can increase in the event the Company increases its total asset size or borrowings with the FHLB. Shares cannot be purchased or sold except between the FHLB and its members at the $100 per share par value. The Company held $15.0 million of FHLB stock at September 30, 2024 and December 31, 2023. The carrying amounts of these investments are reasonable estimates of fair value because the securities are restricted to member banks and do not have a readily determinable market value. Based on management’s analysis of the FHLB’s financial condition and certain qualitative factors, management determined that the FHLB stock was not impaired at September 30, 2024 or December 31, 2023.