Intelligence – Page 257

MIL-OSI: First Busey Corporation Announces 2024 Fourth Quarter Earnings

Source: GlobeNewswire (MIL-OSI)

CHAMPAIGN, Ill., Jan. 28, 2025 (GLOBE NEWSWIRE) — First Busey Corporation (Nasdaq: BUSE)

Net Income of $28.1 million
Diluted EPS of $0.49

FOURTH QUARTER 2024 HIGHLIGHTS

Adjusted net income¹ of $30.7 million, or $0.53 per diluted common share
Adjusted noninterest income¹ of $35.4 million, or 30.3% of total revenue
Record high quarterly and annual revenue of $17.0 million and $65.0 million, respectively, for the Wealth Management segment
Tangible book value per common share¹ of $17.88 at December 31, 2024, compared to $16.62 at December 31, 2023, a year-over-year increase of 7.6%
Tangible common equity¹ increased to 8.76% of tangible assets at December 31, 2024, compared to 7.75% at December 31, 2023
Received stockholder approvals for the CrossFirst Bankshares, Inc. merger in December 2024, followed by remaining requisite regulatory approvals in January 2025

For additional information, please refer to the 4Q24 Earnings Investor Presentation.

MESSAGE FROM OUR CHAIRMAN & CEO

Fourth Quarter Financial Results

Net income for First Busey Corporation (“Busey,” “Company,” “we,” “us,” or “our”) was $28.1 million for the fourth quarter of 2024, or $0.49 per diluted common share, compared to $32.0 million, or $0.55 per diluted common share, for the third quarter of 2024, and $25.7 million, or $0.46 per diluted common share, for the fourth quarter of 2023. Adjusted net income¹, which excludes the impact of acquisition and restructuring expenses, was $30.7 million, or $0.53 per diluted common share, for the fourth quarter of 2024, compared to $33.5 million, or $0.58 per diluted common share, for the third quarter of 2024 and $29.1 million or $0.52 per diluted common share for the fourth quarter of 2023. Annualized return on average assets and annualized return on average tangible common equity¹ were 0.93% and 10.86%, respectively, for the fourth quarter of 2024. Annualized adjusted return on average assets¹ and annualized adjusted return on average tangible common equity¹ were 1.01% and 11.87%, respectively, for the fourth quarter of 2024.

Taking into account our fourth quarter results, full year 2024 net income and adjusted net income¹ were $113.7 million, or $1.98 per diluted common share, and $119.8 million, or $2.08 per diluted common share, respectively. Return on average assets and adjusted return on average assets¹ were 0.94% and 0.99%, respectively. Return on average tangible common equity¹ and adjusted return on average tangible common equity¹ were 11.65% and 12.28%, respectively.

Full year 2024 net income and adjusted net income¹ include $6.1 million of net securities losses and $7.7 million in gains on the sale of mortgage servicing rights. Net income and adjusted net income¹ for 2024 were further impacted by a one-time deferred tax valuation adjustment of $1.4 million resulting from a change to our Illinois apportionment rate due to recently enacted regulations. Excluding the tax-effected impact of these items, further adjusted net income¹ would have been $120.0 million, equating to adjusted diluted earnings per common share¹ of $2.09.

Pre-provision net revenue¹ was $38.8 million for the fourth quarter of 2024, compared to $41.7 million for the third quarter of 2024 and $32.9 million for the fourth quarter of 2023. Pre-provision net revenue to average assets¹ was 1.28% for the fourth quarter of 2024, compared to 1.38% for the third quarter of 2024, and 1.06% for the fourth quarter of 2023. Adjusted pre-provision net revenue¹ was $42.0 million for the fourth quarter of 2024, compared to $44.1 million for the third quarter of 2024 and $40.2 million for the fourth quarter of 2023. Adjusted pre-provision net revenue to average assets¹ was 1.38% for the fourth quarter of 2024, compared to 1.46% for the third quarter of 2024 and 1.30% for the fourth quarter of 2023.

Taking into account our fourth quarter results, full year 2024 pre-provision net revenue¹ and adjusted pre-provision net revenue¹ were $168.0 million and $167.3 million, respectively. Pre-provision net revenue to average assets¹ and adjusted pre-provision net revenue to average assets¹ were each 1.39%.

Our fee-based businesses continue to add revenue diversification. Total noninterest income was $35.2 million for the fourth quarter of 2024, compared to $35.8 million for the third quarter of 2024 and $31.3 million for the fourth quarter of 2023. Fourth quarter results included $0.2 million in net securities losses. Adjusted noninterest income¹ was $35.4 million, or 30.3% of operating revenue¹, during the fourth quarter of 2024, compared to $35.0 million, or 29.8% of operating revenue¹, for the third quarter of 2024 and $30.5 million, or 28.3% of operating revenue¹, for the fourth quarter of 2023. Wealth management fees and wealth management referral income included in other noninterest income contributed $17.0 million and payment technology solutions contributed $5.1 million to our consolidated noninterest income for the fourth quarter of 2024, representing 62.3% of adjusted noninterest income¹ on a combined basis.

For the full year 2024, total noninterest income was $139.7 million. Wealth management fees and wealth management referral income included in other noninterest income contributed $65.0 million and payment technology solutions contributed $22.0 million to our consolidated noninterest income for 2024, representing 63.0% of adjusted noninterest income¹ on a combined basis.

Busey views certain non-operating items, including acquisition-related expenses and restructuring charges, as adjustments to net income reported under U.S. generally accepted accounting principles (“GAAP”). Non-operating pretax adjustments for acquisition and restructuring expenses¹ were $3.6 million in the fourth quarter of 2024. Busey believes that its non-GAAP measures (which are identified with the endnote labeled as 1) facilitate the assessment of its financial results and peer comparability. For more information and a reconciliation of these non-GAAP measures in tabular form, see “Non-GAAP Financial Information.“

We remain focused on prudently managing our expense base and operating efficiency in the current operating environment. Noninterest expense was $78.2 million in the fourth quarter of 2024, compared to $75.9 million in the third quarter of 2024 and $75.0 million in the fourth quarter of 2023. Adjusted core expense¹, which excludes the amortization of intangible assets and new markets tax credits, acquisition and restructuring expenses, and the provision for unfunded commitments, was $72.6 million in the fourth quarter of 2024, compared to $71.0 million in the third quarter of 2024 and $65.2 million in the fourth quarter of 2023. The year-over-year comparable period growth in adjusted core expense can be attributed primarily to the acquisition of Merchants and Manufacturers Bank Corporation (“M&M”) and general inflationary pressures on compensation and benefits and to a lesser extent certain other expense categories.

Quarterly pre-tax expense synergies resulting from our acquisition of M&M are anticipated to be $1.6 million to $1.7 million per quarter when fully realized. Quarterly run-rate savings are projected to be achieved by the first quarter of 2025. During the fourth quarter of 2024, we achieved approximately 86% of the full quarterly savings.

Planned Partnership with CrossFirst

On August 26, 2024, Busey and CrossFirst Bankshares, Inc. (“CrossFirst”) entered into an agreement and plan of merger (the “merger agreement”) pursuant to which CrossFirst will merge with and into Busey (the “merger”) and CrossFirst’s wholly-owned subsidiary, CrossFirst Bank, will merge with and into Busey Bank. This partnership will create a premier commercial bank in the Midwest, Southwest, and Florida, with 77 full-service locations across 10 states—Arizona, Colorado, Florida, Illinois, Indiana, Kansas, Missouri, New Mexico, Oklahoma, and Texas—and approximately $20 billion in combined assets, $17 billion in total deposits, $14 billion in total loans, and $14 billion in wealth assets under care.

Under the terms of the merger agreement, CrossFirst stockholders will have the right to receive for each share of CrossFirst common stock 0.6675 of a share of Busey’s common stock. Upon completion of the transaction, Busey’s stockholders will own approximately 63.5% of the combined company and CrossFirst’s stockholders will own approximately 36.5% of the combined company, on a fully-diluted basis. Busey common stock will continue to trade on the Nasdaq under the “BUSE” stock ticker symbol.

On December 20, 2024, Busey and CrossFirst stockholders voted to approve the merger. On January 16, 2025, Busey received regulatory approval from the Board of Governors of the Federal Reserve System for the merger. Busey and CrossFirst intend to close the merger on March 1, 2025, subject to the satisfaction of the remaining customary closing conditions. The transaction has also been approved by the Illinois Department of Financial and Professional Regulation and the Kansas Office of the State Bank Commissioner. The combined holding company will continue to operate under the First Busey Corporation name and the combined bank will operate under the Busey Bank name. It is anticipated that CrossFirst Bank will merge with and into Busey Bank in mid-2025. At the time of the bank merger, CrossFirst Bank locations will become banking centers of Busey Bank. In connection with this merger, Busey incurred one-time pretax acquisition-related expenses of $2.4 million during the fourth quarter of 2024 and $3.9 million for the full year.

For further details on the merger, see Busey’s Current Report on Form 8‑K announcing the merger, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 27, 2024.

Busey’s Conservative Banking Strategy

Busey’s financial strength is built on a long-term conservative operating approach. That focus will not change now or in the future.

The quality of our core deposit franchise is a critical value driver of our institution. Our granular deposit base continues to position us well, with core deposits¹ representing 96.5% of our deposits as of December 31, 2024. Our retail deposit base was comprised of more than 251,000 accounts with an average balance of $22 thousand and an average tenure of 16.9 years as of December 31, 2024. Our commercial deposit base was comprised of more than 32,000 accounts with an average balance of $98 thousand and an average tenure of 12.8 years as of December 31, 2024. We estimate that 30% of our deposits were uninsured and uncollateralized² as of December 31, 2024, and we have sufficient on- and off-balance sheet liquidity to manage deposit fluctuations and the liquidity needs of our customers.

Asset quality remains strong by both Busey’s historical and current industry trends. Non-performing assets increased to $23.3 million during the fourth quarter of 2024, representing 0.19% of total assets. The increase relates to one Commercial Real Estate loan that was classified in the fourth quarter of 2023 and was moved to non-accrual during the fourth quarter of 2024. This loan carries a remaining balance of $15.0 million following a $3.0 million charge-off in the fourth quarter of 2024. Busey’s results for the fourth quarter of 2024 include a $1.3 million provision expense for credit losses and a $0.5 million provision release for unfunded commitments. The allowance for credit losses was $83.4 million as of December 31, 2024, representing 1.08% of total portfolio loans outstanding, and providing coverage of 3.59 times our non-performing loan balance. Including the charge-off for the Commercial Real Estate loan mentioned above, Busey’s net charge-offs totaled $2.9 million for the fourth quarter of 2024. As of December 31, 2024, our commercial real estate loan portfolio of investor-owned office properties within Central Business District³ areas was minimal at $2.0 million. Our credit performance continues to reflect our highly diversified, conservatively underwritten loan portfolio, which has been originated predominantly to established customers with tenured relationships with our company.

The strength of our balance sheet is also reflected in our capital foundation. In the fourth quarter of 2024, our Common Equity Tier 1 ratio⁴ was 14.10% and our Total Capital to Risk Weighted Assets ratio⁴ was 18.53%. Our regulatory capital ratios continue to provide a buffer of more than $610 million above levels required to be designated well-capitalized. Our Tangible Common Equity ratio¹ was 8.76% during the fourth quarter of 2024, compared to 8.96% for the third quarter of 2024 and 7.75% for the fourth quarter of 2023. Busey’s tangible book value per common share¹ was $17.88 at December 31, 2024, compared to $18.19 at September 30, 2024, and $16.62 at December 31, 2023, reflecting a 7.6% year-over-year increase. During the fourth quarter of 2024, we paid a common share dividend of $0.24.

Community Banking

In the last two months of 2024, Busey offered a new, short-term Express Microloan product, created to help small businesses thrive. With a competitive 4.99% fixed interest rate, flexible terms and loans of up to $10,000, existing Busey customers with business checking accounts were invited to apply—allowing them to manage expenses, refinance debt, invest in new opportunities, and enhance operations. Busey originated more than 100 Express Microloans in 60-days, meeting the needs of our small business customers.

As we reflect back on 2024 and look ahead to 2025, we feel confident that we are well positioned to produce quality growth and profitability. The pending CrossFirst transaction fits with our acquisition strategy and we are excited to welcome our CrossFirst colleagues into the Busey family. We are grateful for the opportunities to consistently earn the business of our customers, based on the contributions of our talented associates and the continued support of our loyal stockholders.

		Van A. Dukeman
		Chairman and Chief Executive Officer
		First Busey Corporation

SELECTED FINANCIAL HIGHLIGHTS *(unaudited)*
(dollars in thousands, except per share amounts)

	Three Months Ended									Years Ended
	December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023
EARNINGS & PER SHARE AMOUNTS
Net income	$	28,105		$	32,004		$	25,749		$	113,691		$	122,565
Diluted earnings per common share		0.49			0.55			0.46			1.98			2.18
Cash dividends paid per share		0.24			0.24			0.24			0.96			0.96
Pre-provision net revenue^{1, 2}		38,828			41,744			32,909			167,996			158,502
Operating revenue²		116,995			117,688			107,888			460,671			444,034

Net income by operating segment:
Banking		30,856			33,221			25,164			117,266			123,853
FirsTech		(723	)		(61	)		325			(670	)		830
Wealth Management		5,853			5,618			4,233			22,030			18,804

AVERAGE BALANCES
Cash and cash equivalents	$	776,572		$	502,127		$	608,647		$	555,281		$	330,952
Investment securities		2,597,309			2,666,269			2,995,223			2,726,488			3,188,815
Loans held for sale		6,306			11,539			1,679			8,012			1,885
Portfolio loans		7,738,772			7,869,798			7,736,010			7,804,629			7,759,472
Interest-earning assets		11,048,350			10,942,745			11,235,326			10,999,424			11,181,010
Total assets		12,085,993			12,007,702			12,308,491			12,051,871			12,246,218

Noninterest-bearing deposits		2,724,344			2,706,858			2,827,696			2,738,892			3,018,563
Interest-bearing deposits		7,325,662			7,296,921			7,545,234			7,301,124			7,052,370
Total deposits		10,050,006			10,003,779			10,372,930			10,040,016			10,070,933

Federal funds purchased and securities sold under agreements to repurchase		135,728			132,688			182,735			147,786			200,894
Interest-bearing liabilities		7,763,729			7,731,459			8,054,663			7,763,084			7,825,459
Total liabilities		10,689,054			10,643,325			11,106,074			10,709,447			11,048,707
Stockholders’ equity – common		1,396,939			1,364,377			1,202,417			1,342,424			1,197,511
Tangible common equity²		1,029,539			994,657			846,948			975,823			838,164

PERFORMANCE RATIOS
Pre-provision net revenue to average assets^{1, 2, 3}		1.28	%		1.38	%		1.06	%		1.39	%		1.29	%
Return on average assets³		0.93	%		1.06	%		0.83	%		0.94	%		1.00	%
Return on average common equity³		8.00	%		9.33	%		8.50	%		8.47	%		10.23	%
Return on average tangible common equity^{2, 3}		10.86	%		12.80	%		12.06	%		11.65	%		14.62	%
Net interest margin^2, 4		2.95	%		3.02	%		2.75	%		2.95	%		2.89	%
Efficiency ratio²		64.45	%		62.15	%		66.89	%		61.76	%		61.65	%
Adjusted noninterest income to operating revenue²		30.27	%		29.77	%		28.31	%		29.97	%		27.79	%

NON-GAAP FINANCIAL INFORMATION
Adjusted pre-provision net revenue^1, 2	$	41,958		$	44,104		$	40,223		$	167,317		$	172,290
Adjusted net income²		30,725			33,533			29,123			119,805			126,012
Adjusted diluted earnings per share²		0.53			0.58			0.52			2.08			2.24
Adjusted pre-provision net revenue to average assets^{2, 3}		1.38	%		1.46	%		1.30	%		1.39	%		1.41	%
Adjusted return on average assets^{2, 3}		1.01	%		1.11	%		0.94	%		0.99	%		1.03	%
Adjusted return on average tangible common equity^{2, 3}		11.87	%		13.41	%		13.64	%		12.28	%		15.03	%
Adjusted net interest margin^2, 4		2.92	%		2.97	%		2.74	%		2.92	%		2.87	%
Adjusted efficiency ratio²		61.40	%		60.50	%		62.98	%		61.03	%		60.68	%

___________________________________________

Net interest income plus noninterest income, excluding securities gains and losses, less noninterest expense.
See “Non-GAAP Financial Information” for reconciliation.
For quarterly periods, measures are annualized.
On a tax-equivalent basis, assuming a federal income tax rate of 21%.

CONDENSED CONSOLIDATED BALANCE SHEETS *(unaudited)*
(dollars in thousands, except per share amounts)

	As of
	December 31, 2024			September 30, 2024			December 31, 2023
ASSETS
Cash and cash equivalents	$	697,659		$	553,709		$	719,581
Debt securities available for sale		1,810,221			1,818,117			2,087,571
Debt securities held to maturity		826,630			838,883			872,628
Equity securities		15,862			10,315			9,812
Loans held for sale		3,657			11,523			2,379

Commercial loans		5,552,288			5,631,281			5,635,048
Retail real estate and retail other loans		2,144,799			2,177,816			2,015,986
Portfolio loans		7,697,087			7,809,097			7,651,034

Allowance for credit losses		(83,404	)		(84,981	)		(91,740	)
Restricted bank stock		49,930			6,000			6,000
Premises and equipment, net		118,820			120,279			122,594
Right of use assets		10,608			11,100			11,027
Goodwill and other intangible assets, net		365,975			368,249			353,864
Other assets		533,677			524,548			538,665
Total assets	$	12,046,722		$	11,986,839		$	12,283,415

LIABILITIES & STOCKHOLDERS’ EQUITY
Liabilities
Deposits:
Noninterest-bearing deposits	$	2,719,907		$	2,683,543		$	2,834,655
Interest-bearing checking, savings, and money market deposits		5,771,948			5,739,773			5,637,227
Time deposits		1,490,635			1,519,925			1,819,274
Total deposits		9,982,490			9,943,241			10,291,156

Securities sold under agreements to repurchase		155,610			128,429			187,396
Short-term borrowings		—			—			12,000
Long-term debt		227,723			227,482			240,882
Junior subordinated debt owed to unconsolidated trusts		74,815			74,754			71,993
Lease liabilities		11,040			11,470			11,308
Other liabilities		211,775			198,579			196,699
Total liabilities		10,663,453			10,583,955			11,011,434

Stockholders’ equity
Retained earnings		294,054			279,868			237,197
Accumulated other comprehensive income (loss)		(207,039	)		(170,913	)		(218,803	)
Other stockholders’ equity¹		1,296,254			1,293,929			1,253,587
Total stockholders’ equity		1,383,269			1,402,884			1,271,981
Total liabilities & stockholders’ equity	$	12,046,722		$	11,986,839		$	12,283,415

SHARE AND PER SHARE AMOUNTS
Book value per common share	$	24.31		$	24.67		$	23.02
Tangible book value per common share²	$	17.88		$	18.19		$	16.62
Ending number of common shares outstanding		56,895,981			56,872,241			55,244,119

___________________________________________

Net balance of common stock ($0.001 par value), additional paid-in capital, and treasury stock.
See “Non-GAAP Financial Information” for reconciliation.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME *(unaudited)*
(dollars in thousands, except per share amounts)

	Three Months Ended								Years Ended
	December 31, 2024			September 30, 2024			December 31, 2023		December 31, 2024			December 31, 2023
INTEREST INCOME
Interest and fees on loans	$	106,120		$	111,336		$	101,425	$	426,422		$	385,848
Interest and dividends on investment securities		16,788			18,072			20,634		73,970			82,994
Dividend income on bank stock		557			106			212		848			1,170
Other interest income		7,851			5,092			6,641		22,441			10,531
Total interest income	$	131,316		$	134,606		$	128,912	$	523,681		$	480,543

INTEREST EXPENSE
Deposits	$	44,152		$	46,634		$	45,409	$	178,463		$	123,985
Federal funds purchased and securities sold under agreements to repurchase		915			981			1,431		4,308			5,203
Short-term borrowings		25			26			248		701			12,775
Long-term debt		3,183			3,181			3,475		12,950			14,106
Junior subordinated debt owed to unconsolidated trusts		1,463			1,137			1,004		4,648			3,853
Total interest expense	$	49,738		$	51,959		$	51,567	$	201,070		$	159,922

Net interest income	$	81,578		$	82,647		$	77,345	$	322,611		$	320,621
Provision for credit losses		1,273			2			455		8,590			2,399
Net interest income after provision for credit losses	$	80,305		$	82,645		$	76,890	$	314,021		$	318,222

NONINTEREST INCOME
Wealth management fees	$	16,786		$	15,378		$	13,715	$	63,630		$	57,309
Fees for customer services		7,911			8,168			7,484		30,933			29,044
Payment technology solutions		5,094			5,265			5,420		21,983			21,192
Mortgage revenue		496			355			218		2,075			1,089
Income on bank owned life insurance		1,080			1,189			1,019		5,130			4,701
Realized net gains (losses) on the sale of mortgage servicing rights		—			(18	)		—		7,724			—
Net securities gains (losses)		(196	)		822			761		(6,102	)		(2,199	)
Other noninterest income		4,050			4,686			2,687		14,309			10,078
Total noninterest income	$	35,221		$	35,845		$	31,304	$	139,682		$	121,214

NONINTEREST EXPENSE
Salaries, wages, and employee benefits	$	45,458		$	44,593		$	42,730	$	175,619		$	162,597
Data processing expense		6,564			6,910			6,236		27,124			23,708
Net occupancy expense of premises		4,794			4,633			4,318		18,737			18,214
Furniture and equipment expense		1,650			1,647			1,694		6,805			6,759
Professional fees		4,938			3,118			2,574		12,804			7,147
Amortization of intangible assets		2,471			2,548			2,479		10,057			10,432
Interchange expense		1,305			1,352			1,355		6,001			6,864
FDIC insurance		1,330			1,413			1,167		5,603			5,650
Other noninterest expense		9,657			9,712			12,426		37,649			44,161
Total noninterest expense	$	78,167		$	75,926		$	74,979	$	300,399		$	285,532

Income before income taxes	$	37,359		$	42,564		$	33,215	$	153,304		$	153,904
Income taxes		9,254			10,560			7,466		39,613			31,339
Net income	$	28,105		$	32,004		$	25,749	$	113,691		$	122,565

SHARE AND PER SHARE AMOUNTS
Basic earnings per common share	$	0.49		$	0.56		$	0.46	$	2.01		$	2.21
Diluted earnings per common share	$	0.49		$	0.55		$	0.46	$	1.98		$	2.18
Weighted average number of common shares outstanding, basic		57,061,542			57,033,359			55,403,662		56,610,032			55,432,322
Weighted average number of common shares outstanding, diluted		57,934,812			57,967,848			56,333,033		57,543,001			56,256,148

BALANCE SHEET STRENGTH

Our balance sheet remains a source of strength. Total assets were $12.05 billion as of December 31, 2024, compared to $11.99 billion as of September 30, 2024, and $12.28 billion as of December 31, 2023.

We remain steadfast in our conservative approach to underwriting and disciplined approach to pricing, particularly given our outlook for the economy in the coming quarters, and this approach has impacted loan growth as predicted. Portfolio loans totaled $7.70 billion at December 31, 2024, compared to $7.81 billion at September 30, 2024, and $7.65 billion at December 31, 2023.

Average portfolio loans were $7.74 billion for both the fourth quarter of 2024 and the fourth quarter of 2023, compared to $7.87 billion for the third quarter of 2024. Average interest-earning assets were $11.05 billion for the fourth quarter of 2024, compared to $10.94 billion for the third quarter of 2024, and $11.24 billion for the fourth quarter of 2023.

Total deposits were $9.98 billion at December 31, 2024, compared to $9.94 billion at September 30, 2024, and $10.29 billion at December 31, 2023. Average deposits were $10.05 billion for the fourth quarter of 2024, compared to $10.00 billion for the third quarter of 2024 and $10.37 billion for the fourth quarter of 2023. Deposit fluctuations over the last several quarters were driven by a number of elements, including (1) seasonal factors, including ordinary course public fund flows and fluctuations in the normal course of business operations of certain core commercial customers, (2) the macroeconomic environment, including prevailing interest rates and inflationary pressures, (3) depositors moving some funds to accounts at competitors offering above-market rates, and (4) deposits moving within the Busey ecosystem between deposit accounts and our wealth management group. Core deposits¹ accounted for 96.5% of total deposits as of December 31, 2024. Cost of deposits was 1.75% in the fourth quarter of 2024, which represents a decrease of 10 basis points from the third quarter of 2024. Excluding time deposits, Busey’s cost of deposits was 1.38% in the fourth quarter of 2024, a decrease of 12 basis points from the third quarter of 2024. Busey Bank continues to offer savings account specials to customers with larger account balances, with the intention of migrating maturing CDs to these managed rate products. Spot rates on total deposit costs, including noninterest bearing deposits, decreased by 13 basis points from 1.80% at September 30, 2024, to 1.67% at December 31, 2024. Spot rates on interest bearing deposits decreased by 17 basis points from 2.46% at September 30, 2024, to 2.29% at December 31, 2024.

There were no short term borrowings as of December 31 or September 30, 2024, compared to $12.0 million at December 31, 2023. We had no borrowings from the Federal Home Loan Bank (“FHLB”) at the end of the fourth quarter of 2024, the third quarter of 2024, or the fourth quarter of 2023. We have sufficient on- and off-balance sheet liquidity⁵ to manage deposit fluctuations and the liquidity needs of our customers. As of December 31, 2024, our available sources of on- and off-balance sheet liquidity totaled $6.19 billion. We have executed various deposit campaigns to attract term funding and savings accounts at a lower rate than our marginal cost of funds. New certificate of deposit production in the fourth quarter of 2024 had a weighted average term of 7.6 months at a rate of 3.58%, 128 basis points below our average marginal wholesale equivalent-term funding cost during the quarter. Furthermore, our balance sheet liquidity profile continues to be aided by the cash flows we expect from our relatively short-duration securities portfolio. Those cash flows were approximately $132.5 million in the fourth quarter of 2024. Cash flows from our securities portfolio are expected to be approximately $353.8 million for 2025, with a current book yield of 1.87%, and approximately $288.3 million for 2026, with a current book yield of 2.03%.

ASSET QUALITY

Credit quality continues to be strong. Loans 30-89 days past due totaled $8.1 million as of December 31, 2024, compared to $10.1 million as of September 30, 2024, and $5.8 million as of December 31, 2023. Non-performing loans were $23.2 million as of December 31, 2024, compared to $8.2 million as of September 30, 2024, and $7.8 million as of December 31, 2023. The increase relates to one Commercial Real Estate loan that was classified in the fourth quarter of 2023 and was moved to non-accrual during the fourth quarter of 2024. This loan carries a remaining balance of $15.0 million following a $3.0 million charge-off in the fourth quarter of 2024. Continued disciplined credit management resulted in non-performing loans as a percentage of portfolio loans of 0.30% as of December 31, 2024, compared to 0.11% as of September 30, 2024, and 0.10% as of December 31, 2023. Non-performing assets were 0.19% of total assets for the fourth quarter of 2024, compared to 0.07% for the third quarter of 2024 and 0.06% for the fourth quarter of 2023. Our total classified assets were $85.3 million at December 31, 2024, compared to $89.0 million at September 30, 2024, and $72.3 million at December 31, 2023. Our ratio of classified assets to estimated bank Tier 1 capital⁴ and reserves remains low by historical standards, at 5.6% as of December 31, 2024, compared to 5.9% as of September 30, 2024, and 5.0% as of December 31, 2023.

Net charge-offs were $2.9 million for the fourth quarter of 2024, compared to $0.2 million for the third quarter of 2024, and $0.4 million for the fourth quarter of 2023. The fourth quarter charge-off relates to the Commercial Real Estate loan mentioned above. The allowance as a percentage of portfolio loans was 1.08% as of December 31, 2024, compared to 1.09% as of September 30, 2024, and 1.20% as of December 31, 2023. The ratio was impacted in 2024 by the acquisition of M&M’s Life Equity Loan^® portfolio, as Busey did not record an allowance for credit loss for these loans due to no expected credit loss at default, as permitted under the practical expedient provided within the Accounting Standards Codification 326-20-35-6. The allowance coverage for non-performing loans was 3.59 times as of December 31, 2024, compared to 10.34 times as of September 30, 2024, and 11.74 times as of December 31, 2023.

Busey maintains a well-diversified loan portfolio and, as a matter of policy and practice, limits concentration exposure in any particular loan segment.

ASSET QUALITY *(unaudited)*
(dollars in thousands)

	As of
	December 31, 2024			September 30, 2024			December 31, 2023
Total assets	$	12,046,722		$	11,986,839		$	12,283,415
Portfolio loans		7,697,087			7,809,097			7,651,034
Loans 30 – 89 days past due		8,124			10,141			5,779
Non-performing loans:
Non-accrual loans		22,088			8,192			7,441
Loans 90+ days past due and still accruing		1,149			25			375
Non-performing loans	$	23,237		$	8,217		$	7,816
Non-performing loans, segregated by geography:
Illinois / Indiana	$	19,558		$	3,981		$	3,715
Missouri		3,016			3,530			3,836
Florida		663			706			265
Other non-performing assets		63			64			125
Non-performing assets	$	23,300		$	8,281		$	7,941

Allowance for credit losses	$	83,404		$	84,981		$	91,740

RATIOS
Non-performing loans to portfolio loans		0.30	%		0.11	%		0.10	%
Non-performing assets to total assets		0.19	%		0.07	%		0.06	%
Non-performing assets to portfolio loans and other non-performing assets		0.30	%		0.11	%		0.10	%
Allowance for credit losses to portfolio loans		1.08	%		1.09	%		1.20	%
Coverage ratio of the allowance for credit losses to non-performing loans		3.59	x		10.34	x		11.74	x

NET CHARGE-OFFS (RECOVERIES) AND PROVISION EXPENSE (RELEASE) *(unaudited)*
(dollars in thousands)

	Three Months Ended						Years Ended
	December 31, 2024		September 30, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Net charge-offs (recoveries)	$	2,850	$	247	$	425	$	18,169	$	2,267
Provision expense (release)		1,273		2		455		8,590		2,399

NET INTEREST MARGIN AND NET INTEREST INCOME

Net interest margin¹ was 2.95% for the fourth quarter of 2024, compared to 3.02% for the third quarter of 2024 and 2.75% for the fourth quarter of 2023. Excluding purchase accounting accretion, adjusted net interest margin¹ was 2.92% for the fourth quarter of 2024, compared to 2.97% in the third quarter of 2024 and 2.74% in the fourth quarter of 2023. Net interest income was $81.6 million in the fourth quarter of 2024, compared to $82.6 million in the third quarter of 2024 and $77.3 million in the fourth quarter of 2023.

After raising federal funds rates by a total of 525 basis points between March 2022 and July 2023, the Federal Open Market Committee (“FOMC”) lowered rates by 100 basis points beginning in September 2024. In anticipation of the FOMC pivot to an easing cycle, we limited our exposure to term funding structures and intentionally priced savings specials to encourage maturing CD balances to migrate to managed rate non-maturity products. Beginning in September we began lowering rates on special priced deposit accounts and other managed rate products to benefit from the FOMC rate cuts. In addition, approximately 7% of our deposit portfolio is indexed and immediately repriced with the rate cuts by the FOMC. CD balances comprise only 15% of the total deposit funding base. If rates move lower in 2025, we have the ability to reprice CD balances due to the short duration term structure of the portfolio. Approximately 58% of Busey’s non-maturity deposits are at rack rates with a weighted average rate of 0.01%. We continue to offer CD specials with shorter term structures as well as offering attractive premium savings rates to encourage rotation of maturing CD deposits into nimble pricing products. Components of the 7 basis point decrease in net interest margin¹ during the fourth quarter of 2024 include:

Reduced non-maturity deposit funding costs contributed +9 basis points
Increased cash and securities portfolio yield contributed +6 basis points
Reduced time deposit funding costs contributed +1 basis point
Decreased loan portfolio and held for sale loan yields contributed -20 basis points
Decreased purchase accounting contributed -2 basis points
Increased borrowing expense -1 basis point

Based on our most recent Asset Liability Management Committee (“ALCO”) model, a +100 basis point parallel rate shock is expected to increase net interest income by 2.0% over the subsequent twelve-month period. Busey continues to evaluate and execute off-balance sheet hedging and balance sheet restructuring strategies as well as embedding rate protection in our asset originations to provide stabilization to net interest income in lower rate environments. Time deposit and savings specials have provided funding flows, and we had excess earning cash during the fourth quarter of 2024. Our cumulative interest-bearing non-maturity tightening cycle deposit beta peaked at 41% during the third quarter of 2024. Our total deposit beta for the completed tightening cycle was 34%. Since the onset of the current easing cycle, we have reduced our interest-bearing non-maturity deposit cost of funds by 18 basis points, which represents a 26% easing cycle beta. Deposit betas were calculated based on an average federal funds rate of 4.82% during the fourth quarter of 2024. The average federal funds rate has decreased by 68 basis points since the end of the tightening cycle that concluded in the third quarter of 2024.

NONINTEREST INCOME

Noninterest income was $35.2 million for the fourth quarter of 2024, as compared to $35.8 million for the third quarter of 2024 and $31.3 million for the fourth quarter of 2023. Excluding the impact of net securities gains and losses and immaterial follow-on adjustments from the previously announced mortgage servicing rights sale, adjusted noninterest income¹ was $35.4 million, or 30.3% of operating revenue¹, during the fourth quarter of 2024, $35.0 million, or 29.8% of operating revenue, for the third quarter of 2024, and $30.5 million, or 28.3% of operating revenue, for the fourth quarter of 2023.

Consolidated wealth management fees were $16.8 million for the fourth quarter of 2024, compared to $15.4 million for the third quarter of 2024 and $13.7 million for the fourth quarter of 2023. On a segment basis, Wealth Management generated $17.0 million in revenue during the fourth quarter of 2024, a 22.7% increase over revenue of $13.8 million for the fourth quarter of 2023. Fourth quarter of 2024 results marked a new record high reported quarterly revenue for the Wealth Management operating segment. The Wealth Management operating segment generated net income of $5.9 million in the fourth quarter of 2024, compared to $5.6 million in the third quarter of 2024 and $4.2 million in the fourth quarter of 2023. Busey’s Wealth Management division ended the fourth quarter of 2024 with $13.83 billion in assets under care, compared to $13.69 billion at the end of the third quarter of 2024 and $12.14 billion at the end of the fourth quarter of 2023. Our portfolio management team continues to focus on long-term returns and managing risk in the face of volatile markets and has outperformed its blended benchmark⁶ over the last three and five years.

Payment technology solutions revenue was $5.1 million for the fourth quarter of 2024, compared to $5.3 million for the third quarter of 2024 and $5.4 million for the fourth quarter of 2023. Excluding intracompany eliminations, the FirsTech operating segment generated revenue of $5.4 million during the fourth quarter of 2024, compared to $5.6 million in the third quarter of 2024 and $5.8 million in the fourth quarter of 2023.

Wealth management fees, wealth management referral income included in other noninterest income, and payment technology solutions represented 62.3% of adjusted noninterest income¹ for the fourth quarter of 2024.

Fees for customer services were $7.9 million for the fourth quarter of 2024, compared to $8.2 million in the third quarter of 2024 and $7.5 million in the fourth quarter of 2023.

Other noninterest income was $4.1 million in the fourth quarter of 2024, compared to $4.7 million in the third quarter of 2024 and $2.7 million in the fourth quarter of 2023. The third quarter of 2024 benefited from $0.8 million in revenue associated with certain wealth management activities that was reported as other noninterest income; in comparison, other noninterest income from wealth management activities was $0.2 million for the fourth quarter of 2024 and $0.1 million for the fourth quarter of 2023. Compared to the prior quarter, we also saw decreases in venture capital income and swap origination fee income, which were mostly offset by increases in commercial loan sales gains. When compared with the fourth quarter of 2023, increases in other noninterest income were primarily attributable to increases in commercial loan sales gains and venture capital income, as well as the addition of Life Equity Loan^® servicing income beginning in the second quarter of 2024.

OPERATING EFFICIENCY

Noninterest expense was $78.2 million in the fourth quarter of 2024, compared to $75.9 million in the third quarter of 2024 and $75.0 million for the fourth quarter of 2023. The efficiency ratio¹ was 64.5% for the fourth quarter of 2024, compared to 62.1% for the third quarter of 2024, and 66.9% for the fourth quarter of 2023. Adjusted core expense¹ was $72.6 million in the fourth quarter of 2024, compared to $71.0 million in the third quarter of 2024 and $65.2 million in the fourth quarter of 2023. The adjusted core efficiency ratio¹ was 61.8% for the fourth quarter of 2024, compared to 60.2% for the third quarter of 2024, and 60.1% for the fourth quarter of 2023. We expect to continue to prudently manage our expenses and to realize the full extent of M&M acquisition synergies in 2025.

Noteworthy components of noninterest expense are as follows:

Salaries, wages, and employee benefits expenses were $45.5 million in the fourth quarter of 2024, compared to $44.6 million in the third quarter of 2024 and $42.7 million in the fourth quarter of 2023. Busey recorded $0.2 million of non-operating salaries, wages, and employee benefit expenses in the fourth quarter of 2024, compared to $0.1 million in the third quarter of 2024 and $3.8 million in the fourth quarter of 2023. Our associate-base consisted of 1,509 full-time equivalents as of December 31, 2024, compared to 1,510 as of September 30, 2024, and 1,479 as of December 31, 2023. The increase in our associate-base in 2024 was largely due to the M&M acquisition.
Data processing expense was $6.6 million in the fourth quarter of 2024, compared to $6.9 million in the third quarter of 2024 and $6.2 million in the fourth quarter of 2023. Busey has continued to make investments in technology enhancements and has also experienced inflation-driven price increases.
Professional fees were $4.9 million in the fourth quarter of 2024, compared to $3.1 million in the third quarter of 2024 and $2.6 million in the fourth quarter of 2023. Busey recorded $3.0 million of non-operating professional fees in the fourth quarter of 2024, as compared to $1.4 million in the third quarter of 2024 and $0.4 million in the fourth quarter of 2023. Fourth quarter of 2024 non-operating professional fees consisted of $1.9 million related to merger activities and $1.1 million in restructuring activities related to corporate strategy advisement.
Other noninterest expense was $9.7 million for both the third and fourth quarters of 2024, compared to $12.4 million in the fourth quarter of 2023. Busey recorded $0.3 million of non-operating costs in other noninterest expense in the fourth quarter of 2024, compared to $0.4 million in the third quarter of 2024 and $0.1 million in the fourth quarter of 2023. In connection with Busey’s adoption of ASU 2023-02 on January 1, 2024, Busey began recording amortization of New Markets Tax Credits as income tax expense instead of other operating expense, which resulted in a decrease to other operating expenses of $2.3 million compared to the fourth quarter of 2023. Other items contributing to the fluctuations in other noninterest expense included the provision for unfunded commitments, mortgage servicing rights valuation expenses, fixed asset impairment, marketing, business development, and expenses related to recruiting and onboarding.

Busey’s effective tax rate for the fourth quarter of 2024 was 24.8%, which was lower than the combined federal and state statutory rate of approximately 28.0% due to the impact of tax exempt interest income, such as municipal bond interest, bank owned life insurance income, and investments in various federal and state tax credits. Busey’s effective tax rate for the full year 2024 was 25.8%. In the second quarter of 2024, Busey recorded a one-time deferred tax valuation adjustment of $1.4 million resulting from a change to our Illinois apportionment rate due to recently enacted regulations. These newly enacted regulations are expected to lower our tax obligation in future periods. Excluding the impact of the one-time deferred tax valuation adjustment, our effective tax rate for the full year 2024 would have been 24.9%.

Effective tax rates were higher in 2024, compared to 2023, due to the adoption of ASU 2023-02 in January 2024. Upon adoption of ASU 2023-02 Busey elected to use the proportional amortization method of accounting for equity investments made primarily for the purpose of receiving income tax credits. The proportional amortization method results in the cost of the investment being amortized in proportion to the income tax credits and other income tax benefits received, with the amortization of the investment and the income tax credits being presented net in the income statement as a component of income tax expense as opposed to being presented on a gross basis on the income statement as a component of noninterest expense and income tax expense.

CAPITAL STRENGTH

Busey’s strong capital levels, coupled with its earnings, have allowed the Company to provide a steady return to its stockholders through dividends. On January 31, 2025, Busey will pay a cash dividend of $0.25 per common share to stockholders of record as of January 24, 2025, which represents a 4.2% increase from the previous quarterly dividend of $0.24 per share. Busey has consistently paid dividends to its common stockholders since the bank holding company was organized in 1980.

As of December 31, 2024, Busey continued to exceed the capital adequacy requirements necessary to be considered “well-capitalized” under applicable regulatory guidelines. Busey’s Common Equity Tier 1 ratio is estimated⁴ to be 14.10% at December 31, 2024, compared to 13.78% at September 30, 2024, and 13.09% at December 31, 2023. Our Total Capital to Risk Weighted Assets ratio is estimated⁴ to be 18.53% at December 31, 2024, compared to 18.19% at September 30, 2024, and 17.44% at December 31, 2023.

Busey’s tangible common equity¹ was $1.02 billion at December 31, 2024, compared to $1.04 billion at September 30, 2024, and $925.0 million at December 31, 2023. Tangible common equity¹ represented 8.76% of tangible assets at December 31, 2024, compared to 8.96% at September 30, 2024, and 7.75% at December 31, 2023. Busey’s tangible book value per common share¹ was $17.88 at December 31, 2024, compared to $18.19 at September 30, 2024, and $16.62 at December 31, 2023, reflecting a 7.6% year-over-year increase. The ratios of tangible common equity to tangible assets¹ and tangible book value per common share have been impacted by the fair value adjustment of Busey’s securities portfolio as a result of the current rate environment, which is reflected in the accumulated other comprehensive income (loss) component of stockholder’s equity.

FOURTH QUARTER EARNINGS INVESTOR PRESENTATION

For additional information on Busey’s financial condition and operating results, please refer to the Q4 2024 Earnings Investor Presentation furnished via Form 8-K on January 28, 2025, in connection with this earnings release.

CORPORATE PROFILE

As of December 31, 2024, First Busey Corporation (Nasdaq: BUSE) was an $12.05 billion financial holding company headquartered in Champaign, Illinois.

Busey Bank, a wholly-owned bank subsidiary of First Busey Corporation, had total assets of $12.01 billion as of December 31, 2024, and is headquartered in Champaign, Illinois. Busey Bank currently has 62 banking centers, with 21 in Central Illinois markets, 17 in suburban Chicago markets, 20 in the St. Louis Metropolitan Statistical Area, three in Southwest Florida, and one in Indianapolis. More information about Busey Bank can be found at busey.com.

Through Busey’s Wealth Management division, the Company provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations. Assets under care totaled $13.83 billion as of December 31, 2024. More information about Busey’s Wealth Management services can be found at busey.com/wealth-management.

Busey Bank’s wholly-owned subsidiary, FirsTech, specializes in the evolving financial technology needs of small and medium-sized businesses, highly regulated enterprise industries, and financial institutions. FirsTech provides comprehensive and innovative payment technology solutions, including online, mobile, and voice-recognition bill payments; money and data movement; merchant services; direct debit services; lockbox remittance processing for payments made by mail; and walk-in payments at retail agents. Additionally, FirsTech simplifies client workflows through integrations enabling support with billing, reconciliation, bill reminders, and treasury services. More information about FirsTech can be found at firstechpayments.com.

For the first time, Busey was named among the World’s Best Banks for 2024 by Forbes, earning a spot on the list among 68 U.S. banks and 403 banks worldwide. Additionally, Busey Bank was honored to be named among America’s Best Banks by Forbes magazine for the third consecutive year. Ranked 40th overall in 2024, Busey was the second-ranked bank headquartered in Illinois of the six banks that made this year’s list and the highest-ranked bank of those with more than $10 billion in assets. Busey is humbled to be named among the 2024 Best Banks to Work For by American Banker, the 2024 Best Places to Work in Money Management by Pensions and Investments, the 2024 Best Places to Work in Illinois by Daily Herald Business Ledger, the 2024 Best Places to Work in Indiana by the Indiana Chamber of Commerce, and the 2024 Best Companies to Work For in Florida by Florida Trend magazine. We are honored to be consistently recognized globally, nationally and locally for our engaged culture of integrity and commitment to community development.

For more information about us, visit busey.com.

Category: Financial
Source: First Busey Corporation

Contacts:

Jeffrey D. Jones, Chief Financial Officer
217-365-4130

NON-GAAP FINANCIAL INFORMATION

This earnings release contains certain financial information determined by methods other than GAAP. Management uses these non-GAAP measures, together with the related GAAP measures, in analysis of Busey’s performance and in making business decisions, as well as for comparison to Busey’s peers. Busey believes the adjusted measures are useful for investors and management to understand the effects of certain non-core and non-recurring noninterest items and provide additional perspective on Busey’s performance over time.

Below is a reconciliation to what management believes to be the most directly comparable GAAP financial measures—specifically, net interest income, total noninterest income, net security gains and losses, and total noninterest expense in the case of pre-provision net revenue, adjusted pre-provision net revenue, pre-provision net revenue to average assets, and adjusted pre-provision net revenue to average assets; net income in the case of adjusted net income, adjusted diluted earnings per share, adjusted return on average assets, average tangible common equity, return on average tangible common equity, adjusted return on average tangible common equity; net income and net security gains and losses in the case of further adjusted net income and further adjusted diluted earnings per share; net interest income in the case of adjusted net interest income and adjusted net interest margin; net interest income, total noninterest income, and total noninterest expense in the case of adjusted noninterest income, adjusted noninterest expense, noninterest expense excluding non-operating adjustments, adjusted core expense, efficiency ratio, adjusted efficiency ratio, and adjusted core efficiency ratio; net interest income, total noninterest income, net securities gains and losses, and net gains and losses on the sale of mortgage servicing rights in the case of operating revenue and adjusted noninterest income to operating revenue; total assets and goodwill and other intangible assets in the case of tangible assets; total stockholders’ equity in the case of tangible book value per common share; total assets and total stockholders’ equity in the case of tangible common equity and tangible common equity to tangible assets; and total deposits in the case of core deposits and core deposits to total deposits.

These non-GAAP disclosures have inherent limitations and are not audited. They should not be considered in isolation or as a substitute for operating results reported in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Tax effected numbers included in these non-GAAP disclosures are based on estimated statutory rates, estimated federal income tax rates, or effective tax rates, as noted with the tables below.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

Pre-Provision Net Revenue and Related Measures

		Three Months Ended									Years Ended
(dollars in thousands)		December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Net interest income (GAAP)		$	81,578		$	82,647		$	77,345		$	322,611		$	320,621
Total noninterest income (GAAP)			35,221			35,845			31,304			139,682			121,214
Net security (gains) losses (GAAP)			196			(822	)		(761	)		6,102			2,199
Total noninterest expense (GAAP)			(78,167	)		(75,926	)		(74,979	)		(300,399	)		(285,532	)
Pre-provision net revenue (Non-GAAP)	[a]		38,828			41,744			32,909			167,996			158,502
Acquisition and restructuring expenses			3,585			1,935			4,237			8,140			4,328
Provision for unfunded commitments			(455	)		407			818			(1,095	)		461
Amortization of New Markets Tax Credits			—			—			2,259			—			8,999
Realized (gain) loss on the sale of mortgage service rights			—			18			—			(7,724	)		—
Adjusted pre-provision net revenue (Non-GAAP)	[b]	$	41,958		$	44,104		$	40,223		$	167,317		$	172,290

Average total assets (GAAP)	[c]		12,085,993			12,007,702			12,308,491			12,051,871			12,246,218

Pre-provision net revenue to average total assets (Non-GAAP)¹	[a÷c]		1.28	%		1.38	%		1.06	%		1.39	%		1.29	%
Adjusted pre-provision net revenue to average total assets (Non-GAAP)¹	[b÷c]		1.38	%		1.46	%		1.30	%		1.39	%		1.41	%

___________________________________________

For quarterly periods, measures are annualized.


Adjusted Net Income, Average Tangible Common Equity, and Related Ratios

		Three Months Ended									Years Ended
(dollars in thousands, except per share amounts)		December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Net income (GAAP)	[a]	$	28,105		$	32,004		$	25,749		$	113,691		$	122,565
Acquisition expenses:
Salaries, wages, and employee benefits			247			73			—			1,457			—
Data processing			14			90			—			548			—
Professional fees, occupancy, furniture and fixtures, and other			2,208			1,772			266			4,896			357
Restructuring expenses:
Salaries, wages, and employee benefits			—			—			3,760			123			3,760
Professional fees, occupancy, furniture and fixtures, and other			1,116			—			211			1,116			211
Acquisition and restructuring expenses			3,585			1,935			4,237			8,140			4,328
Related tax benefit¹			(965	)		(406	)		(863	)		(2,026	)		(881	)
Adjusted net income (Non-GAAP)	[b]	$	30,725		$	33,533		$	29,123		$	119,805		$	126,012

Weighted average number of common shares outstanding, diluted (GAAP)	[c]		57,934,812			57,967,848			56,333,033			57,543,001			56,256,148
Diluted earnings per common share (GAAP)	[a÷c]	$	0.49		$	0.55		$	0.46		$	1.98		$	2.18
Adjusted diluted earnings per common share (Non-GAAP)	[b÷c]	$	0.53		$	0.58		$	0.52		$	2.08		$	2.24

Average total assets (GAAP)	[d]		12,085,993			12,007,702			12,308,491			12,051,871			12,246,218
Return on average assets (GAAP)²	[a÷d]		0.93	%		1.06	%		0.83	%		0.94	%		1.00	%
Adjusted return on average assets (Non-GAAP)²	[b÷d]		1.01	%		1.11	%		0.94	%		0.99	%		1.03	%

Average common equity (GAAP)		$	1,396,939		$	1,364,377		$	1,202,417		$	1,342,424		$	1,197,511
Average goodwill and other intangible assets, net			(367,400	)		(369,720	)		(355,469	)		(366,601	)		(359,347	)
Average tangible common equity (Non-GAAP)	[e]	$	1,029,539		$	994,657		$	846,948		$	975,823		$	838,164

Return on average tangible common equity (Non-GAAP)²	[a÷e]		10.86	%		12.80	%		12.06	%		11.65	%		14.62	%
Adjusted return on average tangible common equity (Non-GAAP)²	[b÷e]		11.87	%		13.41	%		13.64	%		12.28	%		15.03	%

___________________________________________

Year-to-date tax benefits were calculated by multiplying year-to-date acquisition and restructuring expenses by tax rates of 24.9% and 20.4% for the years ended December 31, 2024 and 2023, respectively. Quarterly tax benefits were calculated as the year-to-date tax benefit amounts less the sum of amounts applied to previous quarters during the year, equating to tax rates of 26.9%, 21.0%, and 20.4% for the three months ended December 31, 2024, September 30, 2024, and December 31, 2023, respectively.
For quarterly periods, measures are annualized.

Further Adjusted Net Income and Related Measures

		Three Months Ended									Years Ended
(dollars in thousands, except per share amounts)		December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Adjusted net income (Non-GAAP)¹		$	30,725		$	33,533		$	29,123		$	119,805		$	126,012
Further non-GAAP adjustments:
Net securities (gains) losses			196			(822	)		(761	)		6,102			2,199
Realized net (gains) losses on the sale of mortgage servicing rights			—			18			—			(7,724	)		—
Tax effect for further non-GAAP adjustments²			(49	)		199			171			419			(448	)
Tax effected further non-GAAP adjustments³			147			(605	)		(590	)		(1,203	)		1,751
Further adjusted net income (Non-GAAP)³	[a]	$	30,872		$	32,928		$	28,533		$	118,602		$	127,763
One-time deferred tax valuation adjustment⁴			—			—			—			1,446			—
Further adjusted net income, excluding one-time deferred tax valuation adjustment (Non-GAAP)³	[b]	$	30,872		$	32,928		$	28,533		$	120,048		$	127,763

Weighted average number of common shares outstanding, diluted	[c]		57,934,812			57,967,848			56,333,033			57,543,001			56,256,148

Further adjusted diluted earnings per common share (Non-GAAP)³	[a÷c]	$	0.53		$	0.57		$	0.51		$	2.06		$	2.27
Further adjusted diluted earnings per common share, excluding one-time deferred tax valuation adjustment (Non-GAAP)³	[b÷c]	$	0.53		$	0.57		$	0.51		$	2.09		$	2.27

___________________________________________

Adjusted net income is a non-GAAP measure. See the previous table for a reconciliation to the nearest GAAP measure.
Tax effects for further non-GAAP adjustments were calculated by multiplying further non-GAAP adjustments by the effective income tax rate for each period. Effective income tax rates that were used to calculate the tax effect were 24.8%, 24.8%, and 22.5% for the three months ended December 31, 2024, September 30, 2024, and December 31, 2023, respectively, and were 25.8% and 20.4% for the years ended December 31, 2024 and 2023, respectively.
Tax-effected measure.
An estimated one-time deferred tax valuation adjustment of $1.4 million resulted from a change to our Illinois apportionment rate due to recently enacted regulations.

Tax-Equivalent Net Interest Income, Adjusted Net Interest Income, Net Interest Margin, and Adjusted Net Interest Margin

		Three Months Ended									Years Ended
(dollars in thousands)		December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Net interest income (GAAP)		$	81,578		$	82,647		$	77,345		$	322,611		$	320,621
Tax-equivalent adjustment¹			446			396			501			1,693			2,173
Tax-equivalent net interest income (Non-GAAP)	[a]		82,024			83,043			77,846			324,304			322,794
Purchase accounting accretion related to business combinations			(812	)		(1,338	)		(384	)		(3,166	)		(1,477	)
Adjusted net interest income (Non-GAAP)	[b]	$	81,212		$	81,705		$	77,462		$	321,138		$	321,317

Average interest-earning assets (GAAP)	[c]		11,048,350			10,942,745			11,235,326			10,999,424			11,181,010

Net interest margin (Non-GAAP)²	[a÷c]		2.95	%		3.02	%		2.75	%		2.95	%		2.89	%
Adjusted net interest margin (Non-GAAP)²	[b÷c]		2.92	%		2.97	%		2.74	%		2.92	%		2.87	%

___________________________________________

Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.
For quarterly periods, measures are annualized.

Adjusted Noninterest Income, Revenue Measures, Adjusted Noninterest Expense, Adjusted Core Expense, and Efficiency Ratios

		Three Months Ended									Years Ended
(dollars in thousands)		December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Net interest income (GAAP)	[a]	$	81,578		$	82,647		$	77,345		$	322,611		$	320,621
Tax-equivalent adjustment¹			446			396			501			1,693			2,173
Tax-equivalent net interest income (Non-GAAP)	[b]		82,024			83,043			77,846			324,304			322,794

Total noninterest income (GAAP)			35,221			35,845			31,304			139,682			121,214
Net security (gains) losses (GAAP)			196			(822	)		(761	)		6,102			2,199
Noninterest income excluding net securities gains and losses (Non-GAAP)	[c]		35,417			35,023			30,543			145,784			123,413
Realized net (gains) losses on the sale of mortgage servicing rights (GAAP)			—			18			—			(7,724	)		—
Adjusted noninterest income (Non-GAAP)	[d]	$	35,417		$	35,041		$	30,543		$	138,060		$	123,413

Tax-equivalent revenue (Non-GAAP)	[e = b+c]	$	117,441		$	118,066		$	108,389		$	470,088		$	446,207
Adjusted tax-equivalent revenue (Non-GAAP)	[f = b+d]		117,441			118,084			108,389			462,364			446,207
Operating revenue (Non-GAAP)	[g = a+d]		116,995			117,688			107,888			460,671			444,034

Adjusted noninterest income to operating revenue (Non-GAAP)	[d÷g]		30.27	%		29.77	%		28.31	%		29.97	%		27.79	%

Total noninterest expense (GAAP)		$	78,167		$	75,926		$	74,979		$	300,399		$	285,532
Amortization of intangible assets (GAAP)	[h]		(2,471	)		(2,548	)		(2,479	)		(10,057	)		(10,432	)
Noninterest expense excluding amortization of intangible assets (Non-GAAP)	[i]		75,696			73,378			72,500			290,342			275,100
Non-operating adjustments:
Salaries, wages, and employee benefits			(247	)		(73	)		(3,760	)		(1,580	)		(3,760	)
Data processing			(14	)		(90	)		—			(548	)		—
Professional fees, occupancy, furniture and fixtures, and other			(3,324	)		(1,772	)		(477	)		(6,012	)		(568	)
Adjusted noninterest expense (Non-GAAP)	[j]		72,111			71,443			68,263			282,202			270,772
Provision for unfunded commitments			455			(407	)		(818	)		1,095			(461	)
Amortization of New Markets Tax Credits			—			—			(2,259	)		—			(8,999	)
Adjusted core expense (Non-GAAP)	[k]	$	72,566		$	71,036		$	65,186		$	283,297		$	261,312

Noninterest expense, excluding non-operating adjustments (Non-GAAP)	[j-h]	$	74,582		$	73,991		$	70,742		$	292,259		$	281,204

Efficiency ratio (Non-GAAP)	[i÷e]		64.45	%		62.15	%		66.89	%		61.76	%		61.65	%
Adjusted efficiency ratio (Non-GAAP)	[j÷f]		61.40	%		60.50	%		62.98	%		61.03	%		60.68	%
Adjusted core efficiency ratio (Non-GAAP)	[k÷f]		61.79	%		60.16	%		60.14	%		61.27	%		58.56	%

___________________________________________

Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.

Tangible Book Value and Tangible Book Value Per Common Share

		As of
(dollars in thousands, except per share amounts)		December 31, 2024			September 30, 2024			December 31, 2023
Total stockholders’ equity (GAAP)		$	1,383,269		$	1,402,884		$	1,271,981
Goodwill and other intangible assets, net (GAAP)			(365,975	)		(368,249	)		(353,864	)
Tangible book value (Non-GAAP)	[a]	$	1,017,294		$	1,034,635		$	918,117

Ending number of common shares outstanding (GAAP)	[b]		56,895,981			56,872,241			55,244,119

Tangible book value per common share (Non-GAAP)	[a÷b]	$	17.88		$	18.19		$	16.62

Tangible Assets, Tangible Common Equity, and Tangible Common Equity to Tangible Assets

		As of
(dollars in thousands)		December 31, 2024			September 30, 2024			December 31, 2023
Total assets (GAAP)		$	12,046,722		$	11,986,839		$	12,283,415
Goodwill and other intangible assets, net (GAAP)			(365,975	)		(368,249	)		(353,864	)
Tax effect of other intangible assets¹			6,379			7,178			6,888
Tangible assets (Non-GAAP)²	[a]	$	11,687,126		$	11,625,768		$	11,936,439

Total stockholders’ equity (GAAP)		$	1,383,269		$	1,402,884		$	1,271,981
Goodwill and other intangible assets, net (GAAP)			(365,975	)		(368,249	)		(353,864	)
Tax effect of other intangible assets¹			6,379			7,178			6,888
Tangible common equity (Non-GAAP)²	[b]	$	1,023,673		$	1,041,813		$	925,005

Tangible common equity to tangible assets (Non-GAAP)²	[b÷a]		8.76	%		8.96	%		7.75	%

___________________________________________

Net of estimated deferred tax liability, calculated using an estimated tax rate of 26.73% as of December 31, 2024, and 28% as of September 30, 2024, and December 31, 2023.
Tax-effected measure.

Core Deposits and Related Ratios

		As of
(dollars in thousands)		December 31, 2024			September 30, 2024			December 31, 2023
Portfolio loans (GAAP)	[a]	$	7,697,087		$	7,809,097		$	7,651,034

Total deposits (GAAP)	[b]	$	9,982,490		$	9,943,241		$	10,291,156
Brokered deposits, excluding brokered time deposits of $250,000 or more			(13,090	)		(13,089	)		(6,001	)
Time deposits of $250,000 or more			(334,503	)		(338,808	)		(386,286	)
Core deposits (Non-GAAP)	[c]	$	9,634,897		$	9,591,344		$	9,898,869

RATIOS
Core deposits to total deposits (Non-GAAP)	[c÷b]		96.52	%		96.46	%		96.19	%
Portfolio loans to core deposits (Non-GAAP)	[a÷c]		79.89	%		81.42	%		77.29	%

FORWARD-LOOKING STATEMENTS

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Busey’s financial condition, results of operations, plans, objectives, future performance, and business. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of Busey’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should,” “position,” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and Busey undertakes no obligation to update any statement in light of new information or future events.

A number of factors, many of which are beyond Busey’s ability to control or predict, could cause actual results to differ materially from those in any forward-looking statements. These factors include, among others, the following: (1) risks related to the proposed transaction with CrossFirst, including (i) the possibility that the proposed transaction will not close when expected or at all because conditions to the closing are not satisfied on a timely basis or at all; (ii) the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Busey and CrossFirst do business; (iii) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (iv) diversion of management’s attention from ongoing business operations and opportunities; (v) the possibility that Busey may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all, and to successfully integrate CrossFirst’s operations with those of Busey or that such integration may be more difficult, time consuming or costly than expected; (vi) revenues following the proposed transaction may be lower than expected; and (vii) stockholder litigation that could prevent or delay the closing of the proposed transaction or otherwise negatively impact our business and operations; (2) the strength of the local, state, national, and international economies and financial markets (including effects of inflationary pressures and supply chain constraints); (3) effects on the U.S. economy resulting from the implementation of policies proposed by the new presidential administration, including tariffs, mass deportations, and tax regulations; (4) the economic impact of any future terrorist threats or attacks, widespread disease or pandemics, or other adverse external events that could cause economic deterioration or instability in credit markets (including Russia’s invasion of Ukraine and the conflict in the Middle East); (5) changes in state and federal laws, regulations, and governmental policies concerning Busey’s general business (including changes in response to the failures of other banks or as a result changes in policies implemented by the new presidential administration); (6) changes in accounting policies and practices; (7) changes in interest rates and prepayment rates of Busey’s assets (including the impact of sustained elevated interest rates); (8) increased competition in the financial services sector (including from non-bank competitors such as credit unions and fintech companies) and the inability to attract new customers; (9) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (10) the loss of key executives or associates; (11) changes in consumer spending; (12) unexpected outcomes of existing or new litigation, investigations, or inquiries involving Busey (including with respect to Busey’s Illinois franchise taxes); (13) fluctuations in the value of securities held in Busey’s securities portfolio; (14) concentrations within Busey’s loan portfolio (including commercial real estate loans), large loans to certain borrowers, and large deposits from certain clients; (15) the concentration of large deposits from certain clients who have balances above current FDIC insurance limits and may withdraw deposits to diversify their exposure; (16) the level of non-performing assets on Busey’s balance sheets; (17) interruptions involving information technology and communications systems or third-party servicers; (18) breaches or failures of information security controls or cybersecurity-related incidents; and (19) the economic impact of exceptional weather occurrences such as tornadoes, hurricanes, floods, blizzards, and droughts. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Additional information concerning Busey and its business, including additional factors that could materially affect Busey’s financial results, is included in Busey’s filings with the Securities and Exchange Commission.

END NOTES

1	Represents a non-GAAP financial measure. For a reconciliation to the most directly comparable financial measure calculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”), see “Non-GAAP Financial Information.”
2	Estimated uninsured and uncollateralized deposits consist of account balances in excess of the $250 thousand FDIC insurance limit, less intercompany accounts and collateralized accounts (including preferred deposits).
3	Central Business District areas within Busey’s footprint include downtown St. Louis, downtown Indianapolis, and downtown Chicago.
4	Capital amounts and ratios for the fourth quarter of 2024 are not yet finalized and are subject to change.
5	On- and off-balance sheet liquidity is comprised of cash and cash equivalents, debt securities excluding those pledged as collateral, brokered deposits, and Busey’s borrowing capacity through its revolving credit facility, the FHLB, the Federal Reserve Bank, and federal funds purchased lines.
6	The blended benchmark consists of 60% MSCI All Country World Index and 40% Bloomberg Intermediate US Government/Credit Total Return Index.

The MIL Network –

January 29, 2025

MIL-OSI: Provident Financial Services, Inc. Announces Fourth Quarter and Full Year Earnings, Declaration of Quarterly Cash Dividend and Annual Meeting Date

Source: GlobeNewswire (MIL-OSI)

ISELIN, N.J., Jan. 28, 2025 (GLOBE NEWSWIRE) — Provident Financial Services, Inc. (NYSE:PFS) (the “Company”) reported net income of $48.5 million, or $0.37 per basic and diluted share for the three months ended December 31, 2024, compared to $46.4 million, or $0.36 per basic and diluted share, for the three months ended September 30, 2024 and $27.3 million, or $0.36 per basic and diluted share, for the three months ended December 31, 2023. For the year ended December 31, 2024, net income totaled $115.5 million, or $1.05 per basic and diluted share, compared to $128.4 million, or $1.72 per basic and $1.71 per diluted share, for the year ended December 31, 2023.

The Company’s earnings for the three months and year ended December 31, 2024 reflect the impact of the May 16, 2024 merger with Lakeland Bancorp, Inc. (“Lakeland”), which added $10.91 billion to total assets, $7.91 billion to loans, and $8.62 billion to deposits, net of purchase accounting adjustments. The merger with Lakeland significantly impacted provisions for credit losses in 2024 due to the initial Current Expected Credit Loss (“CECL”) provisions recorded on acquired loans in the second quarter. Transaction costs related to our merger with Lakeland totaled $20.2 million and $56.9 million, for the three months and year ended December 31, 2024, respectively, compared with transaction costs of $2.5 million and $7.8 million for the respective 2023 periods. Additionally, the Company realized a $2.8 million loss related to the sale of subordinated debt issued by Lakeland from the Provident investment portfolio, during the second quarter of 2024.

Anthony J. Labozzetta, President and Chief Executive Officer commented, “Provident had an eventful 2024 marked by solid financial performance and defined by the completion of our merger with Lakeland. We have maintained excellent asset quality, grown our deposits, and benefited from our expanding fee-based businesses. With core systems conversion and integration now completed, we look forward to further improving our performance across all business lines in 2025.”

Performance Highlights for the Fourth Quarter of 2024

Adjusted for transaction costs related to the merger with Lakeland, net of tax, the Company’s annualized adjusted returns on average assets, average equity and average tangible equity⁽¹⁾ were 1.05%, 9.53% and 15.39% for the quarter ended December 31, 2024, compared to 0.95%, 8.62% and 14.53% for the quarter ended September 30, 2024. A reconciliation between GAAP and the above non-GAAP ratios is shown on page 13 of the earnings release.
The Company’s annualized adjusted pre-tax, pre-provision returns on average assets, average equity and average tangible equity⁽²⁾ were 1.53%, 13.91% and 20.31% for the quarter ended December 31, 2024, compared to 1.48%, 13.48% and 19.77% for the quarter ended September 30, 2024. A reconciliation between GAAP and the above non-GAAP ratios is shown on page 13 of the earnings release.
Net interest margin decreased three basis points to 3.28% for the quarter ended December 31, 2024, from 3.31% for the trailing quarter, mainly due to a reduction in net accretion of purchase accounting adjustments related to the Lakeland merger. However, the core net interest margin, which excludes the impact of purchase accounting accretion and amortization, increased four basis points from the trailing quarter to 2.85%. The average yield on total loans decreased 22 basis points to 5.99% for the quarter ended December 31, 2024, compared to the trailing quarter, while the average cost of deposits, including non-interest-bearing deposits, decreased 11 basis points to 2.25% for the quarter ended December 31, 2024.
Wealth management and insurance agency income increased 12% and 19%, respectively, versus the same period in 2023.
Asset quality improved in the quarter, as non-performing loans to total loans as of December 31, 2024 decreased to 0.39% from 0.47% as of September 30, 2024, while non-performing assets to total assets as of December 31, 2024 decreased to 0.34% from 0.41% as of September 30, 2024.
The Company recorded a $7.8 million provision for credit losses on loans for the quarter ended December 31, 2024, compared to a $9.6 million provision for the trailing quarter. The decrease in the provision for credit losses on loans for the quarter was primarily attributable to the reclassification of $151.3 million to the held for sale portfolio, partially offset by modest deterioration in the economic forecast within our CECL model.
Total deposits increased $247.6 million to $18.62 billion as of December 31, 2024 compared to September 30, 2024.
In December of 2024, $151.3 million of the Bank’s commercial loan portfolio was reclassified from loans held for investment into the held for sale portfolio as a result of a decision to exit the non-relationship equipment lease financing business.
As of December 31, 2024, the Company’s loan pipeline, consisting of work-in-process and loans approved pending closing, totaled $1.79 billion, with a weighted average interest rate of 6.91%.
At December 31, 2024, CRE loans related to office properties totaled $884.1 million, compared to $921.1 million at September 30, 2024. CRE loans secured by office properties constitutes 4.6% of total loans and have an average loan size of $1.9 million, with seven relationships greater than $10.0 million. There were four loans totaling $9.1 million on non-accrual as of December 31, 2024.
As of December 31, 2024, multi-family CRE loans secured by New York City properties totaled $244.5 million, compared to $226.6 million as of September 30, 2024. This portfolio constitutes only 1.3% of total loans and has an average loan size of $2.8 million. Loans that are collateralized by rent stabilized apartments comprise less than 0.80% of the total loan portfolio and are all performing.

Declaration of Quarterly Dividend

The Company’s Board of Directors declared a quarterly cash dividend of $0.24 per common share payable on February 28, 2025, to stockholders of record as of the close of business on February 14, 2025.

Annual Meeting Date Set

The Annual Meeting of Stockholders will be held on April 24, 2025 at 10:00 a.m. Eastern Time as a virtual meeting. February 28, 2025 has been established as the record date for the determination of stockholders entitled to vote at the Annual Meeting.

Results of Operations

Three months ended December 31, 2024 compared to the three months ended September 30, 2024

For the three months ended December 31, 2024, net income was $48.5 million, or $0.37 per basic and diluted share, compared to net income of $46.4 million, or $0.36 per basic and diluted share, for the three months ended September 30, 2024.

Net Interest Income and Net Interest Margin

Net interest income decreased $2.0 million to $181.7 million for the three months ended December 31, 2024, from $183.7 million for the trailing quarter. The decrease in net interest income was primarily due to a decrease in net accretion of purchase accounting adjustments in the loan portfolio related to the Lakeland merger.

The Company’s net interest margin decreased three basis points to 3.28% for the quarter ended December 31, 2024, from 3.31% for the trailing quarter. The average yield on interest-earning assets for the quarter ended December 31, 2024 decreased 18 basis points to 5.66%, compared to the trailing quarter. The average cost of interest-bearing liabilities for the quarter ended December 31, 2024 decreased 16 basis points to 3.03%, compared to the trailing quarter. The average cost of interest-bearing deposits for the quarter ended December 31, 2024 decreased 15 basis points to 2.81%, compared to 2.96% for the trailing quarter. The average cost of total deposits, including non-interest-bearing deposits, was 2.25% for the quarter ended December 31, 2024, compared to 2.36% for the trailing quarter. The average cost of borrowed funds for the quarter ended December 31, 2024 was 3.64%, compared to 3.73% for the quarter ended September 30, 2024. The net accretion of purchase accounting adjustments contributed 43 basis points to the net interest margin for the quarter ended December 31, 2024, compared with 50 basis points in the trailing quarter. The reduction in purchase accounting accretion was largely due to the prepayment of certain loans that resulted in accelerated amortization of acquisition premiums and a decrease in accelerated accretion related to prepayments of loans with acquisition discounts.

Provision for Credit Losses on Loans

For the quarter ended December 31, 2024, the Company recorded a $7.8 million provision for credit losses related to loans, compared with a provision for credit losses on loans of $9.6 million for the quarter ended September 30, 2024. The decrease in the provision for credit losses on loans for the quarter was primarily attributable to the reclassification of $151.3 million of commercial loans to the held for sale portfolio, partially offset by modest deterioration in the economic forecast within our CECL model for the current quarter as compared to the prior quarter. For the three months ended December 31, 2024, net charge-offs totaled $5.5 million, or an annualized 12 basis points of average loans, compared to net charge-offs of $6.8 million, or an annualized 14 basis points of average loans for the trailing quarter.

Non-Interest Income and Expense

For the three months ended December 31, 2024, non-interest income totaled $24.2 million, a decrease of $2.7 million, compared to the trailing quarter. Bank owned life insurance (“BOLI”) income decreased $2.0 million compared to the trailing quarter, to $2.3 million for the three months ended December 31, 2024, primarily due to a reduction in benefit claims. Insurance agency income decreased $342,000 to $3.3 million for the three months ended December 31, 2024, compared to $3.6 million for the trailing quarter, largely due to a seasonal decrease in business activity. Additionally, other income decreased $181,000 to $1.3 million for the three months ended December 31, 2024, compared to the trailing quarter, while fees and commissions decreased $129,000 to $9.7 million for the three months ended December 31, 2024, compared to the trailing quarter.

Non-interest expense totaled $134.3 million for the three months ended December 31, 2024, a decrease of $1.7 million, compared to $136.0 million for the trailing quarter. Compensation and benefits expense decreased $3.5 million to $59.9 million for the three months ended December 31, 2024, compared to $63.5 million for the trailing quarter mainly due to decreases in salary expense and payroll tax expense. Amortization of intangibles decreased $2.7 million to $9.5 million for the three months ended December 31, 2024 primarily due to a current quarter adjustment to the rate of core deposit intangible amortization related to Lakeland, as a result of lower projected attrition on core deposits. FDIC insurance decreased $769,000 to $3.4 million for the three months ended December 31, 2024, compared to $4.2 million for the trailing quarter, primarily due to a decreases in the assessment rate and average assets. Additionally, data processing expense decreased $600,000 to $9.9 million for the three months ended December 31, 2024, compared to the trailing quarter, largely due to a decrease in core system expenses. Partially offsetting these decreases, merger-related expenses increased $4.6 million to $20.2 million for the three months ended December 31, 2024, compared to the trailing quarter, while other operating expenses increased $1.6 million to $17.4 million for the three months ended December 31, 2024, compared to the trailing quarter largely due to a $1.4 million charge for contingent litigation reserves.

The Company’s annualized adjusted non-interest expense as a percentage of average assets⁽⁴⁾ was 1.90% for the quarter ended December 31, 2024, compared to 1.98% for the trailing quarter. The efficiency ratio (adjusted non-interest expense divided by the sum of net interest income and non-interest income)⁽⁵⁾ was 55.43% for the three months ended December 31, 2024, compared to 57.20% for the trailing quarter.

Income Tax Expense

For the three months ended December 31, 2024, the Company’s income tax expense was $14.2 million with an effective tax rate of 22.6%, compared with income tax expense of $18.9 million with an effective tax rate of 28.9% for the trailing quarter. The decrease in tax expense and the effective tax rate for the three months ended December 31, 2024, compared with the trailing quarter was largely due to a $4.2 million tax benefit related to the revaluation of deferred tax assets to reflect the imposition by the State of New Jersey of a 2.5% Corporate Transit Fee, effective January 1, 2024.

Three months ended December 31, 2024 compared to the three months ended December 31, 2023

For the three months ended December 31, 2024, net income was $48.5 million, or $0.37 per basic and diluted share, compared to net income of $27.3 million, or $0.36 per basic and diluted share, for the three months ended December 31, 2023. The Company’s earnings for the quarter ended December 31, 2024 reflected the impact of the May 16, 2024 merger with Lakeland. The results of operations included transaction costs related to the merger with Lakeland totaling $20.2 million and $2.5 million for the three months ended December 31, 2024 and 2023, respectively.

Net Interest Income and Net Interest Margin

Net interest income increased $85.9 million to $181.7 million for the three months ended December 31, 2024, from $95.8 million for same period in 2023. Net interest income for the quarter ended December 31, 2024 compared to the same period in 2023 was favorably impacted by the net assets acquired from Lakeland, combined with favorable repricing of adjustable rate loans, higher market rates on new loan originations and the originations of higher-yielding loans, partially offset by unfavorable repricing of deposits.

The Company’s net interest margin increased 36 basis points to 3.28% for the quarter ended December 31, 2024, from 2.92% for the same period last year. The average yield on interest-earning assets for the quarter ended December 31, 2024 increased 62 basis points to 5.66%, compared to 5.04% for the quarter ended December 31, 2023. The average cost of interest-bearing liabilities increased 32 basis points for the quarter ended December 31, 2024 to 3.03%, compared to 2.71% for the fourth quarter of 2023. The average cost of interest-bearing deposits for the quarter ended December 31, 2024 was 2.81%, compared to 2.47% for the same period last year. The average cost of total deposits, including non-interest-bearing deposits, was 2.25% for the quarter ended December 31, 2024, compared with 1.95% for the quarter ended December 31, 2023. The average cost of borrowed funds for the quarter ended December 31, 2024 was 3.64%, compared to 3.71% for the same period last year.

Provision for Credit Losses on Loans

For the quarter ended December 31, 2024, the Company recorded a $7.8 million provision for credit losses related to loans, compared with a $500,000 provision for credit losses on loans for the quarter ended December 31, 2023. The increase in the provision for credit losses on loans was largely a function of the period-over-period deterioration in the economic forecast and an increase in loans from the Lakeland acquisition.

Non-Interest Income and Expense

Non-interest income totaled $24.2 million for the quarter ended December 31, 2024, an increase of $5.2 million, compared to the same period in 2023. Fee income increased $3.6 million to $9.7 million for the three months ended December 31, 2024, compared to the same period in 2023, primarily resulting from the Lakeland merger. Wealth management income increased $812,000 to $7.7 million for the three months ended December 31, 2024, compared to the same period in 2023, primarily due to an increase in the average market value of assets under management, while BOLI income increased $617,000 to $2.3 million for the three months ended December 31, 2024, compared to the same period in 2023 largely due to an increase in income related to the addition of Lakeland’s BOLI. Insurance agency income increased $530,000 to $3.3 million, for the three months ended December 31, 2024, compared to the same period in 2023, largely due to strong retention revenue and new business activity. Partially offsetting these increases to non-interest income, other income decreased $330,000 to $1.3 million for the three months ended December 31, 2024, compared to the quarter ended December 31, 2023, primarily due to a decrease in net gains on the sale of SBA loans.

Non-interest expense totaled $134.3 million for the three months ended December 31, 2024, an increase of $58.5 million, compared to $75.9 million for the three months ended December 31, 2023. Compensation and benefits expense increased $21.2 million to $59.9 million for three months ended December 31, 2024, compared to $38.8 million for the same period in 2023. The increase in compensation and benefits expense was primarily attributable to the addition of Lakeland. Additionally, merger-related expense increased $17.7 million to $20.2 million for the three months ended December 31, 2024, compared to the same period in 2023. Amortization of intangibles increased $8.8 million to $9.5 million for the three months ended December 31, 2024, compared to $721,000 for the same period in 2023, largely due to core deposit intangible amortization related to the addition of Lakeland. Net occupancy expenses increased $4.8 million to $12.6 million for the three months ended December 31, 2024, compared to the same period in 2023, primarily due to an increase in depreciation and maintenance expenses related to the addition of Lakeland. Data processing expense increased $3.4 million to $9.9 million for the three months ended December 31, 2024, compared to the same period in 2023, largely due to additional software and hardware expenses related to the addition of Lakeland, while other operating expenses increased $1.7 million to $17.4 million for the three months ended December 31, 2024, compared to the same period in 2023, largely due to an increase in professional service expenses.

The Company’s annualized adjusted non-interest expense as a percentage of average assets⁽⁴⁾ was 1.90% for the quarter ended December 31, 2024, compared to 1.98% for the same period in 2023. The efficiency ratio (adjusted non-interest expense divided by the sum of net interest income and non-interest income)⁽⁵⁾ was 55.43% for the three months ended December 31, 2024 compared to 61.32% for the same respective period in 2023.

Income Tax Expense

For the three months ended December 31, 2024, the Company’s income tax expense was $14.2 million with an effective tax rate of 22.6%, compared with $12.5 million with an effective tax rate of 31.3% for the three months ended December 31, 2023. The increase in tax expense for the three months ended December 31, 2024, compared with the three months ended December 31, 2023, was primarily due to an increase in taxable income, which was partially offset by a $4.2 million tax benefit related to the revaluation of deferred tax assets to reflect the imposition by the State of New Jersey of a 2.5% Corporate Transit Fee, effective January 1, 2024. The decrease in the effective tax rate for the three months ended December 31, 2024, compared with the three months ended December 31, 2023 was primarily due to the aforementioned $4.2 million tax benefit related to the revaluation of deferred tax assets.

Year ended December 31, 2024 compared to the year ended December 31, 2023

For the year ended December 31, 2024, net income totaled $115.5 million, or $1.05 per basic and diluted share, compared to net income of $128.4 million, or $1.71 per basic and diluted share, for the year ended December 31, 2023.

Net Interest Income and Net Interest Margin

Net interest income increased $201.2 million to $600.6 million for the year ended December 31, 2024, from $399.5 million for 2023. Net interest income for the year ended December 31, 2024 was favorably impacted by the net assets acquired from Lakeland, combined with the favorable repricing of adjustable rate loans and higher market rates on new loan originations, partially offset by the unfavorable repricing of both deposits and borrowings.

For the year ended December 31, 2024, the net interest margin increased 10 basis points to 3.26%, compared to 3.16% for 2023. The weighted average yield on interest earning assets increased 81 basis points to 5.68% for the year ended December 31, 2024, compared to 4.87% for 2023, while the weighted average cost of interest-bearing liabilities increased 81 basis points to 3.05% for the year ended December 31, 2024, compared to 2.24% last year. The average cost of interest-bearing deposits increased 84 basis points to 2.83% for the year ended December 31, 2024, compared to 1.99% in the prior year. Average non-interest-bearing demand deposits increased $792.0 million to $3.12 billion for the year ended December 31, 2024, compared with $2.33 billion for 2023. The average cost of total deposits, including non-interest-bearing deposits, was 2.26% for the year ended December 31, 2024, compared with 1.54% for 2023. The average cost of borrowings for the year ended December 31, 2024 was 3.71%, compared to 3.41% in the prior year.

Provision for Credit Losses on Loans

For the year ended December 31, 2024, the Company recorded an $83.6 million provision for credit losses related to loans, compared with a provision for credit losses of $28.2 million for 2023. The increased provision for credit losses on loans for the year ended December 31, 2024 was primarily attributable to an initial CECL provision for credit losses on loans of $60.1 million recorded as part of the Lakeland merger in accordance with GAAP requirements for accounting for business combinations, partially offset by some economic forecast improvement over the current twelve-month period within our CECL model, compared to last year.

Non-Interest Income and Expense

For the year ended December 31, 2024, non-interest income totaled $94.1 million, an increase of $14.3 million, compared to 2023. Fee income increased $9.7 million to $34.1 million for the year ended December 31, 2024, compared to 2023, primarily due to the addition of Lakeland. BOLI income increased $5.2 million to $11.7 million for the year ended December 31, 2024, compared to 2023, primarily due to an increase in benefit claims, combined with an increase in income related to the addition of Lakeland’s BOLI, while wealth management income increased $2.9 million to $30.5 million for the year ended December 31, 2024, compared to 2023, mainly due to an increase in the average market value of assets under management during the period. Additionally, insurance agency income increased $2.3 million to $16.2 million for the year ended December 31, 2024, compared to $13.9 million for 2023, largely due to increases in contingent commissions, retention revenue and new business activity. Partially offsetting these increases in non-interest income, net gains on securities transactions decreased $3.0 million for the year ended December 31, 2024, primarily due to a $2.8 million loss related to the sale from the Provident investment portfolio of subordinated debt issued by Lakeland. Additionally, other income decreased $2.8 million to $4.5 million for the year ended December 31, 2024, compared to $7.3 million for 2023, primarily due to a $2.0 million gain from the sale of a foreclosed commercial property recorded in the prior year, combined with a decrease in gains on sales of SBA loans in the current year.

Non-interest expense totaled $457.5 million for the year ended December 31, 2024, an increase of $182.2 million, compared to $275.3 million for 2023. Compensation and benefits expense increased $69.8 million to $218.3 million for the year ended December 31, 2024, compared to $148.5 million for 2023. The increase in compensation and benefits expense was primarily attributable to the addition of Lakeland. Merger-related expenses increased $49.0 million to $56.9 million for the year ended December 31, 2024, compared to $7.8 million for 2023. Amortization of intangibles increased $26.0 million to $28.9 million for the year ended December 31, 2024, compared to $3.0 million for 2023, largely due to core deposit intangible amortization related to the addition of Lakeland. Net occupancy expense increased $12.7 million to $45.0 million for the year ended December 31, 2024, compared to 2023, primarily due to increases in depreciation and maintenance expense related to the addition of Lakeland, while data processing expense increased $12.6 million to $35.6 million for the year ended December 31, 2024, compared to $23.0 million for 2023, primarily due to additional software and hardware expenses related to the addition of Lakeland. Other operating expenses increased $7.3 million to $54.7 million for the year ended December 31, 2024, compared to $47.4 million for 2023, primarily due to increases in consulting and other professional service expenses, while FDIC insurance increased $4.4 million to $13.0 million for the year ended December 31, 2024, primarily due to the addition of Lakeland.

Income Tax Expense

For the year ended December 31, 2024, the Company’s income tax expense was $34.1 million with an effective tax rate of 22.8%, compared with $47.4 million with an effective tax rate of 27.0% for 2023. The decrease in tax expense for the year ended December 31, 2024, compared with last year was largely due to a $10.0 million tax benefit related to the revaluation of deferred tax assets to reflect the imposition by the State of New Jersey of a 2.5% Corporate Transit Fee, effective January 1, 2024, combined with a decrease in taxable income as a result of the initial CECL provision for credit losses on loans of $60.1 million recorded in accordance with GAAP requirements for accounting for business combinations and additional expenses from the Lakeland merger.

Asset Quality

The Company’s total non-performing loans at December 31, 2024 were $72.1 million, or 0.39% of total loans, compared to $89.9 million or 0.47% of total loans at September 30, 2024 and $49.6 million, or 0.46% of total loans at December 31, 2023. The $17.9 million decrease in non-performing loans at December 31, 2024, compared to the trailing quarter, consisted of a $24.3 million decrease in non-performing commercial loans and a $676,000 decrease in non-performing residential loans, partially offset by a $6.9 million increase in non-performing commercial mortgage loans and a $223,000 increase in non-performing consumer loans. As of December 31, 2024, impaired loans totaled $55.4 million with related specific reserves of $7.5 million, compared with impaired loans totaling $74.0 million with related specific reserves of $7.2 million as of September 30, 2024. As of December 31, 2023, impaired loans totaled $42.3 million with related specific reserves of $2.9 million.

At December 31, 2024, the Company’s allowance for credit losses related to the loan portfolio was 1.04% of total loans, compared to 1.02% and 0.99% at September 30, 2024 and December 31, 2023, respectively. The allowance for credit losses increased $88.0 million to $193.4 million at December 31, 2024, from $107.2 million at December 31, 2023. The increase in the allowance for credit losses on loans at December 31, 2024 compared to December 31, 2023 was due to an $83.6 million provision for credit losses on loans, which included an initial CECL provision of $60.1 million on loans acquired from Lakeland, and a $17.2 million allowance recorded through goodwill related to Purchased Credit Deteriorated loans acquired from Lakeland, partially offset by net charge-offs of $14.6 million.

The following table sets forth accruing past due loans and non-accrual loans on the dates indicated, as well as certain asset quality ratios.

	December 31, 2024				September 30, 2024				December 31, 2023
	Number of Loans	Principal Balance of Loans			Number of Loans	Principal Balance of Loans			Number of Loans	Principal Balance of Loans
	(Dollars in thousands)
Accruing past due loans:
30 to 59 days past due:
Commercial mortgage loans	7	$	8,538		2	$	430		1	$	825
Multi-family mortgage loans	—		—		—		—		1		3,815
Construction loans	—		—		—		—		—		—
Residential mortgage loans	22		6,388		23		5,020		13		3,429
Total mortgage loans	29		14,926		25		5,450		15		8,069
Commercial loans	23		4,248		14		1,952		6		998
Consumer loans	47		3,152		53		4,073		31		875
Total 30 to 59 days past due	99	$	22,326		92	$	11,475		52	$	9,942

60 to 89 days past due:
Commercial mortgage loans	4	$	3,954		1	$	641		—	$	—
Multi-family mortgage loans	—		—		—		—		1		1,635
Construction loans	—		—		—		—		—		—
Residential mortgage loans	17		5,049		11		1,991		8		1,208
Total mortgage loans	21		9,003		12		2,632		9		2,843
Commercial loans	9		2,377		9		1,240		3		198
Consumer loans	15		856		10		606		5		275
Total 60 to 89 days past due	45		12,236		31		4,478		17		3,316
Total accruing past due loans	144	$	34,562		123	$	15,953		69	$	13,258

Non-accrual:
Commercial mortgage loans	17	$	20,883		17	$	13,969		7	$	5,151
Multi-family mortgage loans	6		7,498		6		7,578		1		744
Construction loans	2		13,246		2		13,151		1		771
Residential mortgage loans	23		4,535		24		5,211		7		853
Total mortgage loans	48		46,162		49		39,909		16		7,519
Commercial loans	65		24,243		69		48,592		26		41,487
Consumer loans	23		1,656		32		1,433		10		633
Total non-accrual loans	136	$	72,061		150	$	89,934		52	$	49,639

Non-performing loans to total loans			0.39	%			0.47	%			0.46	%
Allowance for loan losses to total non-performing loans			268.43	%			217.09	%			215.96	%
Allowance for loan losses to total loans			1.04	%			1.02	%			0.99	%

At December 31, 2024 and December 31, 2023, the Company held foreclosed assets of $9.5 million and $11.7 million, respectively. During the year ended December 31, 2024, there were four properties sold with an aggregate carrying value of $861,000 and one write-down of a foreclosed commercial property of $1.3 million. Foreclosed assets at December 31, 2024 consisted primarily of commercial real estate. Total non-performing assets at December 31, 2024 increased $20.2 million to $81.5 million, or 0.34% of total assets, from $61.3 million, or 0.43% of total assets at December 31, 2023.

Balance Sheet Summary

Total assets at December 31, 2024 were $24.05 billion, a $13.78 billion increase from December 31, 2023. The increase in total assets was primarily due to the addition of Lakeland.

The Company’s loans held for investment portfolio totaled $18.66 billion at December 31, 2024 and $10.87 billion at December 31, 2023. The loan portfolio consists of the following:

		December 31, 2024			September 30, 2024			December 31, 2023
		(Dollars in thousands)
Mortgage loans:
Commercial		$	7,228,078		$	7,342,456		$	4,512,411
Multi-family			3,382,933			3,226,918			1,812,500
Construction			823,503			873,509			653,246
Residential			2,014,844			2,032,671			1,164,956
	Total mortgage loans		13,449,358			13,475,554			8,143,113
Commercial loans			4,604,367			4,710,601			2,440,621
Consumer loans			613,819			623,709			299,164
	Total gross loans		18,667,544			18,809,864			10,882,898
Premiums on purchased loans			1,338			1,362			1,474
Net deferred fees and unearned discounts			(9,512	)		(16,617	)		(12,456	)
	Total loans	$	18,659,370		$	18,794,609		$	10,871,916

As part of the merger with Lakeland, we acquired $7.91 billion in loans, net of purchase accounting adjustments. For the year ended December 31, 2024, the Company experienced net increases of $1.57 billion in multi-family loans, $2.16 billion in commercial loans and $2.72 billion in commercial mortgage loans, partially offset by net decreases of $170.3 million in construction loans and net decreases in residential mortgage and consumer loans of $849.9 million and $314.7 million, respectively. Commercial loans, consisting of commercial real estate, multi-family, commercial and construction loans, represented 85.9% of the loan portfolio at December 31, 2024, compared to 86.5% at December 31, 2023.

For the year ended December 31, 2024, loan funding, including advances on lines of credit, totaled $4.73 billion, compared with $3.34 billion for the same period in 2023.

At December 31, 2024, the Company’s unfunded loan commitments totaled $2.73 billion, including commitments of $1.62 billion in commercial loans, $608.1 million in construction loans and $85.1 million in commercial mortgage loans. Unfunded loan commitments at September 30, 2024 and December 31, 2023 totaled $2.97 billion and $2.09 billion, respectively.

The loan pipeline, consisting of work-in-process and loans approved pending closing, totaled $1.79 billion at December 31, 2024, compared to $1.98 billion at September 30, 2024 and $1.70 billion at December 31, 2023.

Total investment securities were $3.21 billion at December 31, 2024, a $2.26 billion increase from December 31, 2023. This increase was primarily due to the addition of Lakeland.

Total deposits increased $10.56 billion during the year ended December 31, 2024, to $18.62 billion. Total savings and demand deposit accounts increased $6.26 billion to $15.46 billion at December 31, 2024, while total time deposits increased $2.07 billion to $3.17 billion at December 31, 2024. The increase in savings and demand deposits was largely attributable to a $3.13 billion increase in interest-bearing demand deposits, a $1.59 billion increase in non-interest-bearing demand deposits, a $1.04 billion increase in money market deposits and a $504.0 million increase in savings deposits. The increase in time deposits consisted of a $1.98 billion increase in retail time deposits and a $91.1 million increase in brokered time deposits.

Borrowed funds increased $1.34 billion during the year ended December 31, 2024, to $2.02 billion. The increase in borrowings was largely due to the addition of Lakeland. Borrowed funds represented 8.4% of total assets at December 31, 2024, an decrease from 13.9% at December 31, 2023.

Stockholders’ equity increased $1.60 billion during the year ended December 31, 2024, to $2.60 billion, primarily due to common stock issued for the purchase of Lakeland, net income earned for the period and a slight improvement in unrealized losses on available for sale debt securities, partially offset by cash dividends paid to stockholders. For the year ended December 31, 2024, common stock repurchases totaled 89,569 shares at an average cost of $14.90 per share, all of which were made in connection with withholding to cover income taxes on the vesting of stock-based compensation. At December 31, 2024, approximately 3.1 million shares remained eligible for repurchase under the current stock repurchase authorization. Book value per share and tangible book value per share⁽⁶⁾ at December 31, 2024 were $19.93 and $13.66, respectively, compared with $22.38 and $16.32, respectively, at December 31, 2023.

About the Company

Provident Financial Services, Inc. is the holding company for Provident Bank, a community-oriented bank offering “commitment you can count on” since 1839. Provident Bank provides a comprehensive array of financial products and services through its network of branches throughout New Jersey, Bucks, Lehigh and Northampton counties in Pennsylvania, as well as Orange, Queens and Nassau Counties in New York. The Bank also provides fiduciary and wealth management services through its wholly owned subsidiary, Beacon Trust Company and insurance services through its wholly owned subsidiary, Provident Protection Plus, Inc.

Post Earnings Conference Call

Representatives of the Company will hold a conference call for investors on Wednesday, January 29, 2025 at 10:00 a.m. Eastern Time to discuss the Company’s financial results for the quarter and year ended December 31, 2024. The call may be accessed by dialing 1-888-412-4131 (United States Toll Free) and 1-646-960-0134 (United States Local). Speakers will need to enter conference ID code (3610756) before being met by a live operator. Internet access to the call is also available (listen only) at provident.bank by going to Investor Relations and clicking on “Webcast.”

Forward Looking Statements

Certain statements contained herein are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “project,” “intend,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those set forth in Item 1A of the Company’s Annual Report on Form 10-K, as supplemented by its Quarterly Reports on Form 10-Q, and those related to the economic environment, particularly in the market areas in which the Company operates, inflation and unemployment, competitive products and pricing, real estate values, fiscal and monetary policies of the U.S. Government, the effects of the recent turmoil in the banking industry, changes in accounting policies and practices that may be adopted by the regulatory agencies and the accounting standards setters, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, potential goodwill impairment, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets, the availability of and costs associated with sources of liquidity, the ability to complete, or any delays in completing, the pending merger between the Company and Lakeland; any failure to realize the anticipated benefits of the transaction when expected or at all; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected conditions, factors or events; potential adverse reactions or changes to business, employee, customer and/or counterparty relationships, including those resulting from the completion of the merger and integration of the companies; and the impact of a potential shutdown of the federal government.

The Company cautions readers not to place undue reliance on any such forward-looking statements which speak only as of the date they are made. The Company advises readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not assume any duty, and does not undertake, to update any forward-looking statements to reflect events or circumstances after the date of this statement.

Footnotes

⁽¹⁾ Annualized adjusted pre-tax, pre-provision return on average assets, annualized return on average tangible equity, tangible book value per share, annualized adjusted non-interest expense as a percentage of average assets and the efficiency ratio are non-GAAP financial measures. Please refer to the Notes following the Consolidated Financial Highlights which contain the reconciliation of GAAP to non-GAAP financial measures and the associated calculations.

PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
Consolidated Financial Highlights
(Dollars in Thousands, except share data) (Unaudited)

	At or for the Three months ended									At or for the Year ended
	December 31,			September 30,			December 31,			December 31,			December 31,
		2024			2024			2023			2024			2023
Statement of Income
Net interest income	$	181,737		$	183,701		$	95,788		$	600,614		$	399,454
Provision for credit losses		8,880			9,299			(863	)		87,564			28,168
Non-interest income		24,175			26,855			18,968			94,113			79,829
Non-interest expense		134,323			136,002			75,851			457,548			275,336
Income before income tax expense		62,709			65,255			39,768			149,615			175,779
Net income		48,524			46,405			27,312			115,525			128,398
Diluted earnings per share	$	0.37		$	0.36		$	0.36		$	1.05		$	1.71
Interest rate spread		2.63	%		2.65	%		2.33	%		2.63	%		2.63	%
Net interest margin		3.28	%		3.31	%		2.92	%		3.26	%		3.16	%

Profitability
Annualized return on average assets		0.81	%		0.76	%		0.77	%		0.57	%		0.92	%
Annualized adjusted return on average assets ⁽¹⁾		1.05	%		0.95	%		0.83	%		0.78	%		0.97	%
Annualized return on average equity		7.36	%		6.94	%		6.60	%		5.07	%		7.81	%
Annualized adjusted return on average equity ⁽¹⁾		9.53	%		8.62	%		7.10	%		6.95	%		8.22	%
Annualized return on average tangible equity ⁽³⁾		12.21	%		12.06	%		9.32	%		8.58	%		11.01	%
Annualized adjusted return on average tangible equity ⁽¹⁾		15.39	%		14.53	%		9.99	%		11.29	%		11.54	%
Annualized adjusted non-interest expense to average assets ⁽⁴⁾		1.90	%		1.98	%		1.98	%		1.97	%		1.90	%
Efficiency ratio ⁽⁴⁾		55.43	%		57.20	%		61.32	%		57.67	%		55.19	%

Asset Quality
Non-accrual loans				$	89,934					$	72,061		$	49,639
90+ and still accruing					—						—			—
Non-performing loans					88,061						72,061			49,639
Foreclosed assets					9,801						9,473			11,651
Non-performing assets					97,862						81,534			61,290
Non-performing loans to total loans					0.47	%					0.39	%		0.46	%
Non-performing assets to total assets					0.41	%					0.34	%		0.43	%
Allowance for loan losses				$	191,175					$	193,432		$	107,200
Allowance for loan losses to total non-performing loans					217.09	%					268.43	%		215.96	%
Allowance for loan losses to total loans					1.02	%					1.04	%		0.99	%
Net loan charge-offs	$	5,493			6,756		$	4,010		$	14,560		$	8,129
Annualized net loan charge offs to average total loans		0.12	%		0.14	%		0.16	%		0.09	%		0.08	%

Average Balance Sheet Data
Assets	$	23,908,514		$	24,248,038		$	14,114,626		$	20,382,148		$	13,915,467
Loans, net		18,487,443			18,531,939			10,660,201			15,600,431			10,367,620
Earning assets		21,760,458			21,809,226			12,823,541			18,403,149			12,637,224
Savings and demand deposits		15,581,608			15,394,715			9,210,315			13,103,803			9,358,290
Borrowings		1,711,806			2,125,149			1,873,822			1,983,674			1,636,572
Interest-bearing liabilities		17,093,382			17,304,569			10,020,726			14,596,325			9,671,794
Stockholders’ equity		2,624,019			2,660,470			1,642,854			2,279,525			1,644,529
Average yield on interest-earning assets		5.66	%		5.84	%		5.04	%		5.68	%		4.87	%
Average cost of interest-bearing liabilities		3.03	%		3.19	%		2.71	%		3.05	%		2.24	%

Notes and Reconciliation of GAAP and Non-GAAP Financial Measures
(Dollars in Thousands, except share data)

The Company has presented the following non-GAAP (U.S. Generally Accepted Accounting Principles) financial measures because it believes that these measures provide useful and comparative information to assess trends in the Company’s results of operations and financial condition. Presentation of these non-GAAP financial measures is consistent with how the Company evaluates its performance internally and these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Company’s industry. Investors should recognize that the Company’s presentation of these non-GAAP financial measures might not be comparable to similarly-titled measures of other companies. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures and the Company strongly encourages a review of its condensed consolidated financial statements in their entirety.

(1) Annualized Adjusted Return on Average Assets, Equity and Tangible Equity
	Three Months Ended									Year Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
	2024			2024			2023			2024			2023
Net Income	$	48,524		$	46,405		$	27,312		$	115,525		$	128,398
Merger-related transaction costs		20,184			15,567			2,477			56,867			7,826
Less: income tax expense		(5,819	)		(4,306	)		(465	)		(14,010	)		(1,480	)
Annualized adjusted net income	$	62,889		$	57,666		$	29,324		$	158,382		$	134,744
Less: Amortization of Intangibles (net of tax)	$	6,649		$	8,551		$	504		$	20,226		$	2,064
Annualized adjusted net income for annualized adjusted return on average tangible equity	$	69,538		$	66,216		$	29,828		$	178,607		$	136,808

Annualized Adjusted Return on Average Assets		1.05	%		0.95	%		0.83	%		0.78	%		0.97	%
Annualized Adjusted Return on Average Equity		9.53	%		8.62	%		7.10	%		6.95	%		8.22	%
Annualized Adjusted Return on Average Tangible Equity		15.39	%		14.53	%		9.99	%		11.29	%		11.54	%

(2) Annualized adjusted pre-tax, pre-provision (“PTPP”) returns on average assets, average equity and average tangible equity
	Three Months Ended									Year Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
		2024			2024			2023			2024			2023
Net income	$	48,524		$	46,405		$	27,312		$	115,525		$	128,398
Adjustments to net income:
Provision charge (benefit) for credit losses		8,880			9,299			(863	)		87,564			28,168
Net loss on Lakeland bond sale		—			—			—			2,839			—
Merger-related transaction costs		20,184			15,567			2,477			56,867			7,826
Contingent litigation reserves		—			—			3,000			—			3,000
Income tax expense		14,185			18,850			12,456			34,090			47,381
Adjusted PTPP income	$	91,773		$	90,121		$	44,382		$	296,885		$	214,773

Annualized Adjusted PTPP income	$	365,097		$	358,525		$	176,081		$	296,885		$	214,773
Average assets	$	23,908,514		$	24,248,038		$	14,114,626		$	20,382,148		$	13,915,467
Average equity	$	2,624,019		$	2,660,470		$	1,642,854		$	2,279,525		$	1,644,529
Average tangible equity	$	1,797,994		$	1,813,327		$	1,184,444		$	1,581,339		$	1,185,026

Annualized Adjusted PTPP return on average assets		1.53	%		1.48	%		1.25	%		1.46	%		1.54	%
Annualized PTPP return on average equity		13.91	%		13.48	%		10.72	%		13.02	%		13.06	%
Annualized PTPP return on average tangible equity		20.31	%		19.77	%		14.87	%		18.77	%		18.12	%

(3) Annualized Return on Average Tangible Equity
	Three Months Ended									Year Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
		2024			2024			2023			2024			2023
Total average stockholders’ equity	$	2,624,019		$	2,660,470		$	1,642,854		$	2,279,525		$	1,644,529
Less: total average intangible assets		826,025			847,143			458,410			698,186			459,503
Total average tangible stockholders’ equity	$	1,797,994		$	1,813,327		$	1,184,444		$	1,581,339		$	1,185,026

Net income	$	48,524		$	46,405		$	27,312		$	115,525		$	128,398
Less: Amortization of Intangibles, net of tax		6,649			8,551			504			20,226			2,064
Total net income (loss)	$	55,173		$	54,956		$	27,816		$	135,751		$	130,462

Annualized return on average tangible equity (net income/total average tangible stockholders’ equity)		12.21	%		12.06	%		9.32	%		8.58	%		11.01	%

(4) Annualized Adjusted Non-Interest Expense to Average Assets
	Three Months Ended									Year Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
		2024			2024			2023			2024			2023
Reported non-interest expense	$	134,323		$	136,002		$	75,851		$	457,548		$	275,336
Adjustments to non-interest expense:
Merger-related transaction costs		20,184			15,567			2,477			56,867			7,826
Contingent litigation reserves		—			—			3,000			—			3,000
Adjusted non-interest expense	$	114,139		$	120,435		$	70,374		$	400,681		$	264,510

Annualized adjusted non-interest expense	$	454,075		$	479,122		$	279,201		$	400,681		$	264,510
Average assets	$	23,908,514		$	24,248,038		$	14,114,626		$	20,382,148		$	13,915,467
Annualized adjusted non-interest expense/average assets		1.90	%		1.98	%		1.98	%		1.97	%		1.90	%

(5) Efficiency Ratio Calculation
	Three Months Ended									Year Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
		2024			2024			2023			2024			2023
Net interest income	$	181,737		$	183,701		$	95,788		$	600,614		$	399,454
Non-interest income		24,175			26,855			18,968			94,113			79,829
Adjustments to non-interest income:
Net loss (gain) on securities transactions		14			(2	)		7			2,986			(30	)
Adjusted non-interest income		24,189			26,853			18,975			97,099			79,799
Total income	$	205,912		$	210,554		$	114,756		$	694,727		$	479,283

Adjusted non-interest expense	$	114,139		$	120,435		$	70,374		$	400,681		$	264,510

Efficiency ratio (adjusted non-interest expense/income)		55.43	%		57.20	%		61.32	%		57.67	%		55.19	%

(6) Book and Tangible Book Value per Share
										December 31,			December 31,
											2024			2023
Total stockholders’ equity										$	2,601,207		$	1,690,596
Less: total intangible assets											819,230			457,942
Total tangible stockholders’ equity										$	1,781,977		$	1,232,654

Shares outstanding											130,489,493			75,537,186

Book value per share (total stockholders’ equity/shares outstanding)										$	19.93		$	22.38
Tangible book value per share (total tangible stockholders’ equity/shares outstanding)										$	13.66		$	16.32

PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
Consolidated Statements of Financial Condition
December 31, 2024 (Unaudited) and December 31, 2023
(Dollars in Thousands)

Assets	December 31, 2024			December 31, 2023
Cash and due from banks	$	166,914		$	180,241
Short-term investments		25			14
Total cash and cash equivalents		166,939			180,255
Available for sale debt securities, at fair value		2,768,915			1,690,112
Held to maturity debt securities, (net of $14,000 allowance as of December 31, 2024 (unaudited) and $31,000 allowance as of December 31, 2023)		327,623			363,080
Equity securities, at fair value		19,762			1,270
Federal Home Loan Bank stock		112,115			79,217
Loans held for sale		162,453			1,785
Loans held for investment		18,659,370			10,871,916
Less allowance for credit losses		193,432			107,200
Net loans		18,628,391			10,766,501
Foreclosed assets, net		9,473			11,651
Banking premises and equipment, net		119,622			70,998
Accrued interest receivable		91,160			58,966
Intangible assets		819,230			457,942
Bank-owned life insurance		405,893			243,050
Other assets		582,702			287,768
Total assets	$	24,051,825		$	14,210,810

Liabilities and Stockholders’ Equity
Deposits:
Demand deposits	$	13,775,991		$	8,020,889
Savings deposits		1,679,667			1,175,683
Certificates of deposit of $250,000 or more		789,342			218,549
Other time deposits		2,378,813			877,393
Total deposits		18,623,813			10,292,514
Mortgage escrow deposits		42,247			36,838
Borrowed funds		2,020,435			1,970,033
Subordinated debentures		401,608			10,695
Other liabilities		362,515			210,134
Total liabilities		21,450,618			12,520,214

Stockholders’ equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued		—			—
Common stock, $0.01 par value, 200,000,000 shares authorized, 137,565,966 shares issued and 130,489,493 shares outstanding as of December 31, 2024 and 75,537,186 outstanding as of December 31, 2023.		1,376			832
Additional paid-in capital		1,834,495			989,058
Retained earnings		989,111			974,542
Accumulated other comprehensive loss		(135,355	)		(141,115	)
Treasury stock		(88,420	)		(127,825	)
Unallocated common stock held by the Employee Stock Ownership Plan		—			(4,896	)
Common Stock acquired by the Directors’ Deferred Fee Plan		—			(2,694	)
Deferred Compensation – Directors’ Deferred Fee Plan		—			2,694
Total stockholders’ equity		2,601,207			1,690,596
Total liabilities and stockholders’ equity	$	24,051,825		$	14,210,810

PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
Consolidated Statements of Income
Three months ended December 31, 2024, September 30, 2024 (Unaudited) and December 31, 2023, and year ended December 31, 2024 (Unaudited) and 2023
(Dollars in Thousands, except per share data)

	Three Months Ended								Year Ended
	December 31,			September 30,		December 31,			December 31,			December 31,
		2024			2024		2023			2024			2023
Interest and dividend income:
Real estate secured loans	$	194,236		$	197,857	$	109,112		$	655,868		$	408,942
Commercial loans		75,978			81,183		34,939			251,793			128,854
Consumer loans		10,815			12,947		5,020			36,635			18,439
Available for sale debt securities, equity securities and Federal Home Loan Bank stock		27,197			25,974		12,042			85,895			46,790
Held to maturity debt securities		2,125			2,136		2,303			8,885			9,362
Deposits, federal funds sold and other short-term investments		1,596			2,425		755			7,062			3,433
Total interest income		311,947			322,522		164,171			1,046,138			615,820

Interest expense:
Deposits		105,922			110,009		50,579			349,523			159,459
Borrowed funds		15,652			19,923		17,527			73,523			55,856
Subordinated debt		8,636			8,889		277			22,478			1,051
Total interest expense		130,210			138,821		68,383			445,524			216,366
Net interest income		181,737			183,701		95,788			600,614			399,454
Provision charge (benefit) for credit losses		8,880			9,299		(863	)		87,564			28,168
Net interest income after provision for credit losses		172,857			174,402		96,651			513,050			371,286

Non-interest income:
Fees		9,687			9,816		6,102			34,114			24,396
Wealth management income		7,655			7,620		6,843			30,533			27,669
Insurance agency income		3,289			3,631		2,759			16,201			13,934
Bank-owned life insurance		2,261			4,308		1,644			11,709			6,482
Net (loss) gain on securities transactions		(14	)		2		(7	)		(2,986	)		30
Other income		1,297			1,478		1,627			4,542			7,318
Total non-interest income		24,175			26,855		18,968			94,113			79,829

Non-interest expense:
Compensation and employee benefits		59,937			63,468		38,773			218,341			148,497
Net occupancy expense		12,562			12,790		7,797			45,014			32,271
Data processing expense		9,881			10,481		6,457			35,579			22,993
FDIC Insurance		3,411			4,180		2,890			12,964			8,578
Amortization of intangibles		9,511			12,231		721			28,931			2,952
Advertising and promotion expense		1,485			1,524		1,100			5,146			4,822
Merger-related expenses		20,184			15,567		2,477			56,867			7,826
Other operating expenses		17,352			15,761		15,636			54,706			47,397
Total non-interest expense		134,323			136,002		75,851			457,548			275,336
Income before income tax expense		62,709			65,255		39,768			149,615			175,779
Income tax expense		14,185			18,850		12,456			34,090			47,381
Net income	$	48,524		$	46,405	$	27,312		$	115,525		$	128,398

Basic earnings per share	$	0.37		$	0.36	$	0.36		$	1.05		$	1.72
Average basic shares outstanding		130,067,244			129,941,845		74,995,705			109,668,911			74,844,489

Diluted earnings per share	$	0.37		$	0.36	$	0.36		$	1.05		$	1.71
Average diluted shares outstanding		130,163,872			130,004,870		75,041,545			109,712,732			74,873,256

PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
Net Interest Margin Analysis
Quarterly Average Balances
(Dollars in Thousands) (Unaudited)

	December 31, 2024						September 30, 2024						December 31, 2023
	Average Balance		Interest		Average Yield/Cost		Average Balance		Interest		Average Yield/Cost		Average Balance		Interest		Average Yield/Cost
Interest-Earning Assets:
Deposits	$	117,998	$	1,596	5.38	%	$	179,313	$	2,425	5.38	%	$	54,998	$	745	5.37	%
Federal funds sold and other short-term investments		—		—	—	%		—		—	—	%		838		10	4.39	%
Available for sale debt securities		2,720,065		25,063	3.69	%		2,644,262		24,884	3.72	%		1,647,906		9,858	2.39	%
Held to maturity debt securities, net ⁽¹⁾		328,147		2,125	2.59	%		342,217		2,136	2.50	%		364,433		2,303	2.53	%
Equity securities, at fair value		19,920		—	—	%		19,654		—	—	%		1,016		—	—	%
Federal Home Loan Bank stock		86,885		2,134	9.82	%		91,841		1,090	4.75	%		94,149		2,184	9.28	%
Net loans: ⁽²⁾
Total mortgage loans		13,287,942		194,236	5.75	%		13,363,265		197,857	5.83	%		8,028,300		109,112	5.34	%
Total commercial loans		4,587,048		75,978	6.54	%		4,546,088		81,183	7.05	%		2,329,430		34,939	5.90	%
Total consumer loans		612,453		10,815	7.02	%		622,586		12,947	8.27	%		302,471		5,020	6.58	%
Total net loans		18,487,443		281,029	5.99	%		18,531,939		291,987	6.21	%		10,660,201		149,071	5.50	%
Total interest-earning assets	$	21,760,458	$	311,947	5.66	%	$	21,809,226	$	322,522	5.84	%	$	12,823,541	$	164,171	5.04	%

Non-Interest Earning Assets:
Cash and due from banks		159,151						341,505						111,610
Other assets		1,988,905						2,097,307						1,179,475
Total assets	$	23,908,514					$	24,248,038					$	14,114,626

Interest-Bearing Liabilities:
Demand deposits	$	10,115,827	$	71,265	2.80	%	$	9,942,053	$	74,864	3.00	%	$	5,856,916	$	39,648	2.69	%
Savings deposits		1,677,725		968	0.23	%		1,711,502		1006	0.23	%		1,183,857		602	0.20	%
Time deposits		3,187,172		33,689	4.21	%		3,112,598		34,139	4.36	%		1,095,468		10,329	3.74	%
Total Deposits		14,980,724		105,922	2.81	%		14,766,153		110,009	2.96	%		8,136,241		50,579	2.47	%
Borrowed funds		1,711,806		15,652	3.64	%		2,125,149		19,923	3.73	%		1,873,822		17,527	3.71	%
Subordinated debentures		400,852		8,636	8.57	%		413,267		8,889	8.56	%		10,663		277	10.27	%
Total interest-bearing liabilities		17,093,382		130,210	3.03	%		17,304,569		138,821	3.19	%		10,020,726		68,383	2.71	%

Non-Interest Bearing Liabilities:
Non-interest bearing deposits		3,788,056						3,741,160						2,169,542
Other non-interest bearing liabilities		403,057						541,839						281,504
Total non-interest bearing liabilities		4,191,113						4,282,999						2,451,046
Total liabilities		21,284,495						21,587,568						12,471,772
Stockholders’ equity		2,624,019						2,660,470						1,642,854
Total liabilities and stockholders’ equity	$	23,908,514					$	24,248,038					$	14,114,626

Net interest income			$	181,737					$	183,701					$	95,788
Net interest rate spread					2.63	%					2.65	%					2.33	%
Net interest-earning assets	$	4,667,076					$	4,504,657					$	2,802,815
Net interest margin ⁽³⁾					3.28	%					3.31	%					2.92	%
Ratio of interest-earning assets to total interest-bearing liabilities	1.27x						1.26x						1.28x


(1	)	Average outstanding balance amounts shown are amortized cost, net of allowance for credit losses.
(2	)	Average outstanding balances are net of the allowance for loan losses, deferred loan fees and expenses, loan premiums and discounts and include non-accrual loans.
(3	)	Annualized net interest income divided by average interest-earning assets.

The following table summarizes the quarterly net interest margin for the previous five quarters.

	12/31/24		9/30/24		6/30/24		3/31/24		12/31/23
	4th Qtr.		3rd Qtr.		2nd Qtr.		1st Qtr.		4th Qtr.
Interest-Earning Assets:
Securities	3.78	%	3.69	%	3.40	%	2.87	%	2.79	%
Net loans	5.99	%	6.21	%	6.05	%	5.51	%	5.50	%
Total interest-earning assets	5.66	%	5.84	%	5.67	%	5.06	%	5.04	%

Interest-Bearing Liabilities:
Total deposits	2.81	%	2.96	%	2.84	%	2.60	%	2.47	%
Total borrowings	3.64	%	3.73	%	3.83	%	3.60	%	3.71	%
Total interest-bearing liabilities	3.03	%	3.19	%	3.09	%	2.80	%	2.71	%

Interest rate spread	2.63	%	2.65	%	2.58	%	2.26	%	2.33	%
Net interest margin	3.28	%	3.31	%	3.21	%	2.87	%	2.92	%

Ratio of interest-earning assets to interest-bearing liabilities	1.27x		1.26x		1.25x		1.28x		1.28x

PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
Net Interest Margin Analysis
Average Year to Date Balances
(Dollars in Thousands) (Unaudited)

	December 31, 2024						December 31, 2023
	Average				Average		Average				Average
	Balance		Interest		Yield/Cost		Balance		Interest		Yield/Cost
Interest-Earning Assets:
Deposits	$	36,932	$	7,062	5.23	%	$	65,991	$	3,421	5.18	%
Federal funds sold and other short-term investments		—		—	—	%		255		12	4.55	%
Available for sale debt securities		2,323,158		77,617	3.32	%		1,745,105		40,678	2.33	%
Held to maturity debt securities, net ⁽¹⁾		344,903		8,885	2.58	%		375,436		9,362	2.49	%
Equity securities, at fair value		12,367		—	—	%		1,020		—	—	%
Federal Home Loan Bank stock		85,358		8,278	9.70	%		81,797		6,112	7.47	%
Net loans: ⁽²⁾
Total mortgage loans		11,333,540		655,868	5.79	%		7,813,764		408,942	5.23	%
Total commercial loans		3,768,388		251,793	6.68	%		2,251,175		128,854	5.72	%
Total consumer loans		498,503		36,635	7.35	%		302,681		18,439	6.09	%
Total net loans		15,600,431		944,296	6.05	%		10,367,620		556,235	5.37	%
Total interest-earning assets	$	18,403,149	$	1,046,138	5.68	%	$	12,637,224	$	615,820	4.87	%

Non-Interest Earning Assets:
Cash and due from banks		233,829						119,232
Other assets		1,745,170						1,159,011
Total assets	$	20,382,148					$	13,915,467

Interest-Bearing Liabilities:
Demand deposits	$	8,480,380	$	245,874	2.90	%	$	5,747,671	$	125,471	2.18	%
Savings deposits		1,502,852		3,443	0.23	%		1,282,062		2,184	0.17	%
Time deposits		2,367,144		100,206	4.23	%		994,901		31,804	3.20	%
Total deposits		12,350,376		349,523	2.83	%		8,024,634		159,459	1.99	%
Borrowed funds		1,983,674		73,523	3.71	%		1,636,572		55,856	3.41	%
Subordinated debentures		262,275		22,478	8.57	%		10,588		1,051	9.92	%
Total interest-bearing liabilities	$	14,596,325	$	445,524	3.05	%	$	9,671,794	$	216,366	2.24	%

Non-Interest Bearing Liabilities:
Non-interest bearing deposits		3,120,571						2,328,557
Other non-interest bearing liabilities		385,727						270,587
Total non-interest bearing liabilities		3,506,298						2,599,144
Total liabilities		18,102,623						12,270,938
Stockholders’ equity		2,279,525						1,644,529
Total liabilities and stockholders’ equity	$	20,382,148					$	13,915,467

Net interest income			$	600,614					$	399,454
Net interest rate spread					2.63	%					2.63	%
Net interest-earning assets	$	3,806,824					$	2,965,430
Net interest margin ⁽³⁾					3.26	%					3.16	%
Ratio of interest-earning assets to total interest-bearing liabilities	1.26x						1.31x


(1) Average outstanding balance amounts shown are amortized cost, net of allowance for credit losses.
(2) Average outstanding balance are net of the allowance for loan losses, deferred loan fees and expenses, loan premium and discounts and include non-accrual loans.
(3) Annualized net interest income divided by average interest-earning assets.

The following table summarizes the year-to-date net interest margin for the previous three years.

	Year Ended
	December 31, 2024		December 31, 2023		December 31, 2022
Interest-Earning Assets:
Securities	3.43	%	2.62	%	1.86	%
Net loans	6.05	%	5.37	%	4.26	%
Total interest-earning assets	5.68	%	4.87	%	3.76	%

Interest-Bearing Liabilities:
Total deposits	2.83	%	1.99	%	0.47	%
Total borrowings	3.71	%	3.41	%	1.23	%
Total interest-bearing liabilities	3.05	%	2.24	%	0.54	%

Interest rate spread	2.63	%	2.63	%	3.22	%
Net interest margin	3.26	%	3.16	%	3.37	%

Ratio of interest-earning assets to interest-bearing liabilities	1.26x		1.31x		1.38x

The MIL Network –

January 29, 2025

MIL-OSI USA: Woman Sentenced for Fraud Scheme Involving Claims for Unnecessary Respiratory Tests Submitted with COVID-19 Tests

Source: US State of California

A California woman was sentenced today to nine years in prison for her role in fraudulently submitting claims to governmental and private insurance programs during the COVID‑19 pandemic for expensive respiratory pathogen panel (RPP) tests that were medically unnecessary and never ordered by health care providers.

According to court documents, Lourdes Navarro, 66, of Glendale, and Imran Shams owned and controlled Matias Clinical Laboratory, doing business as Health Care Providers Laboratory (HCPL). Navarro and Shams conspired to obtain nasal swab specimens that enabled HCPL to test for COVID-19, as well as to obtain testing orders from physicians and other medical professionals. The specimens were collected from, among others, residents and staff at nursing homes, assisted living facilities, rehabilitation facilities, and similar types of facilities, and from students and staff at primary and secondary schools, for the purported purpose of conducting screening tests to identify and isolate individuals infected with COVID-19. However, Navarro and Shams caused HCPL to perform RPP tests on most of the specimens, even though only COVID-19 testing had been ordered and there was no medical justification for conducting RPP tests on asymptomatic individuals who needed only COVID-19 screening tests. Through HCPL, Navarro and Shams billed approximately $369 million for the RPP tests to Medicare, the Health Resources and Services Administration COVID-19 Uninsured Program, and a private health insurance company, and were reimbursed approximately $46.7 million for fraudulent claims.

Navarro was also ordered to forfeit $11,662,939 in funds that the government had previously seized from three bank accounts. The total amount seized and forfeited from Navarro and Shams is $14,518,485. Navarro also was ordered to pay $46,735,400 in restitution.

Navarro pleaded guilty on Oct. 5, 2023, to conspiracy to commit health care fraud and wire fraud. Shams pleaded guilty on Jan. 24, 2023, in the Central District of California to conspiracy to commit health care fraud and concealment of his exclusion from Medicare and was sentenced to 10 years in prison on Jan. 30, 2024. In addition, on May 29, 2024, Shams was sentenced to five years in prison in connection with his 2017 plea in the Eastern District of New York to conspiracy to commit money laundering, conspiracy to pay and receive kickbacks, and defrauding the United States by obstructing the lawful functions of the IRS, of which three years were ordered to run consecutive to the Central District of California sentence.

Supervisory Official Antoinette T. Bacon of the Justice Department’s Criminal Division, Assistant Director in Charge Akil Davis of the FBI Los Angeles Field Office, and Acting Special Agent in Charge Rochelle Wong of the Department of Health and Human Services Office of Inspector General (HHS-OIG) Los Angeles Regional Office made the announcement.

The FBI and HHS-OIG investigated the case.

Trial Attorneys Gary A. Winters and Raymond E. Beckering III of the Criminal Division’s Fraud Section prosecuted the case. Assistant U.S. Attorney Maxwell Coll for the Central District of California handled the financial penalties.

The Justice Department’s COVID-19 Fraud Enforcement Task Force marshals the resources of the department in partnership with agencies across government to enhance efforts to combat and prevent pandemic-related fraud. The task force bolsters efforts to investigate and prosecute the most culpable domestic and international criminal actors and assists agencies tasked with administering relief programs to prevent fraud by, among other methods, augmenting and incorporating existing coordination mechanisms, identifying resources and techniques to uncover fraudulent actors and their schemes, and sharing and harnessing information and insights gained from prior enforcement efforts. For more information on the department’s response to the pandemic, visit www.justice.gov/coronavirus.

MIL OSI USA News –

January 29, 2025

MIL-OSI Security: New Jersey Man Pleads Guilty to Attempting to Provide Material Support to al Shabaab

Source: Federal Bureau of Investigation (FBI) State Crime News

Danielle R. Sassoon, the United States Attorney for the Southern District of New York, announced today that KARREM NASR, a/k/a “Ghareeb Al-Muhajir,” pled guilty to attempting to provide material support to al Shabaab, a designated foreign terrorist organization before U.S. District Judge Analisa Torres.

U.S. Attorney Danielle R. Sassoon said: “Karrem Nasr devoted himself to waging violent jihad against America and its allies. Inspired by the evil terrorist attack perpetrated by Hamas on October 7, 2023, Nasr, a U.S. citizen, traveled from Egypt to Kenya in an effort to join al Shabaab so that he could execute his jihadist mission of creating death and destruction. Now, instead of perpetrating a deadly attack in the name of a foreign terrorist group, Nasr resides in federal prison. I thank the career prosecutors of my office and our law enforcement partners for their extraordinary work in disrupting this plan and bringing a terrorist to justice.”

According to the allegations in the court filings and statements made in Court:

NASR is a 24-year-old U.S. citizen who moved from New Jersey to Egypt in or about July 2023. Starting in at least in or about November 2023, NASR repeatedly expressed his desire and plans to join al Shabaab, a designated foreign terrorist organization that has attacked Americans and American allies around the world, and wage jihad, including in communications with an FBI confidential source (the “CS”), who was posing as a facilitator for terrorist organizations.^[1]

In communications exchanged with the CS and postings that NASR made online, NASR stated that he had been thinking about engaging in jihad for a long time, and he was particularly motivated to become a jihadi by the October 7, 2023, Hamas terrorist attack in Israel. For example, in communications with the CS, NASR stated that the number one enemy was “evil America,” which he called the “head of the snake.” In social media posts, NASR warned that “Jihad” was “coming soon to a US location near you,” posting airplane, bomb, and fire emojis:

In further communications with the CS, NASR expressed his intent to join al Shabaab to receive military training and engage in jihad, that he was prepared to kill and be killed, and that he specifically aspired to be a martyr for the jihadist cause. For example, NASR stated “I would like to become a martyr in the sake of Allah. . . . I think in coming years, inshallah we are going to see here big events in Egypt and the other Arab countries. Inshallah if this happens; I will come back to Egypt, inshallah to help the Muslims in Egypt in their struggle to establish here in Egypt.”

Beyond his online postings and communications with the CS, NASR took specific and targeted steps in his effort to join and receive military training from al Shabaab. Among other things, NASR made flight and lodging reservations for travel to Kenya, where he planned to meet members of al Shabaab for further travel to Somalia to join and train with the terrorist group. In addition, the day before his flight, NASR told the CS that he planned to delete data from his cellphone and computer to ensure that if he were detained, law enforcement would not be able to recover evidence of his jihadist activities from those devices. On December 14, 2023, as planned, NASR flew from Egypt to Kenya, where he then planned to transit into Somalia to join and train with al Shabaab. Later that day, NASR was taken into custody by Kenyan authorities. On December 28, 2023, NASR arrived in the U.S.

* * *

NASR, 24, of Lawrenceville, New Jersey, pled guilty to attempting to provide material support to a designated foreign terrorist organization, which carries a maximum sentence of 20 years in prison. NASR is scheduled to be sentenced by Judge Torres on June 30, 2025.

The maximum potential sentence in this case is prescribed by Congress and is provided here for informational purposes only, as any sentencing of the defendant will be determined by a judge.

Ms. Sassoon praised the outstanding efforts of the Federal Bureau of Investigation (“FBI”)’s New York Joint Terrorism Task Force, which principally consists of agents from the FBI and detectives from the New York City Police Department. Ms. Sassoon also thanked the FBI’s Legal Attaché Office in Nairobi, Kenya, the Counterterrorism Section of the Department of Justice’s National Security Division, the Department of Justice’s Office of International Affairs, and the Kenyan Directorate of Criminal Investigations, including the Anti-Terrorism Police Unit and the Joint Terrorism Task Force-Kenya, for their assistance.

This case is being handled by the Office’s National Security and International Narcotics Unit. Assistant U.S. Attorneys Camille L. Fletcher, Kimberly J. Ravener, and Stephen Ritchin are in charge of the prosecution, with assistance from Trial Attorney Jennifer Burke of the Counterterrorism Section.

^[1] Communications referenced herein are described in substance and in part.

MIL Security OSI –

January 29, 2025

MIL-OSI Security: Lame Deer woman admits assault charges in rollover crash that injured two passengers on Northern Cheyenne Indian Reservation

Source: Office of United States Attorneys

BILLINGS — A Lame Deer woman today admitted to assault charges after two passengers were seriously injured when the vehicle she was driving rolled on the Northern Cheyenne Indian Reservation, U.S. Attorney Jesse Laslovich said.

The defendant, Kendra Carol Cook, 34, pleaded guilty to two counts of assault resulting in serious bodily injury. Cook faces a maximum of 10 years in prison, a $250,000 fine and three years of supervised release on each count.

U.S. Magistrate Judge Timothy J. Cavan presided. A sentencing date will be set before U.S. District Judge Susan P. Watters. The court will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors. Cook was detained pending further proceedings.

In court documents, the government alleged that on May 18, 2023, the FBI received a report that a car driven by Cook had rolled north of Lame Deer, injuring Cook and her two passengers. Cook was under the influence of alcohol at the time. A witness reported finding two women who were injured. The women told her that Cook had left the scene. One of the passengers, Jane Doe 2, was in the back seat, while another passenger, Jane Doe 1, was in the front seat. Cook told Doe 2 that she was drinking whiskey before picking her up. They bought alcohol and were drinking it while driving to Lame Deer. Cook was swerving all over the road, and, in Doe 2’s opinion, intentionally trying to wreck. Cook accelerated and turned the wheel, causing the car to go into a ditch and start flipping. Doe 1 estimated Cook was driving approximately 80 miles and hour and slowed to approximately 60 mph when they started swerving. Doe 1 denied there was any fighting or interfering with Cook. Cook acknowledged being under the influence of alcohol at the time of the wreck and claimed she and the passengers were fighting over the alcohol. Both victims suffered fractures and other serious injuries. The rollover occurred in a 35-mph speed zone.

MIL Security OSI –

January 29, 2025

MIL-OSI Security: Two New Jersey Men Convicted For Their Roles In The Stephen Crane Village Drug Trafficking Organization, Including A Leader Convicted Of Murder

Source: Office of United States Attorneys

NEWARK, N.J. – Yesterday afternoon a Newark jury convicted two New Jersey men for their roles in a violent drug trafficking organization, Acting U.S. Attorney Vikas Khanna announced.

Michael Mayse, 38, of Newark, a leader of the Stephen Crane Drug Trafficking Organization, was convicted of murder, drug trafficking conspiracy, and related drug and firearms offenses.

Gary Shahid, 66, of Newark, a drug supplier of the Stephen Crane Drug Trafficking Organization, was convicted of drug trafficking conspiracy, distribution and possession with intent to distribute controlled substances, and firearms offenses.

“This Office’s commitment to prosecuting violent crime and serious drug trafficking offenses is unwavering. This case demonstrates the strength of our partnerships with federal, state, and local law enforcement and ensures that serious consequences will follow for these defendants.”

Acting U.S. Attorney Vikas Khanna

“ATF remains steadfast in identifying and apprehending those who are terrorizing our neighborhoods with violence and senseless disorder,” ATF Special Agent in Charge L.C. Cheeks, Jr., Newark Field Division stated. “These guilty verdicts bring accountability to violent criminals whose actions disregard criminal law, human life, and public safety. We will continue to work alongside our law enforcement partners and secure the safety of our communities.”

“Drug trafficking can be a dangerous and violent game, often entangled with the deadly consequences. Today’s conviction against these two members of the Stephen Crane Village Drug Trafficking Organization, who repeatedly used violence when operating their criminal enterprise, shows the commitment the DEA and our law enforcement partners have in keeping our communities safe and making sure those responsible for these types of violent crimes face the consequences for their actions,” said DEA Special Agent in Charge Cheryl Ortiz, New Jersey Field Division.

According to documents filed in this case and statements made in court:

Stephen Crane Village is a public housing complex near Branch Brook Park, on the border of Newark, New Jersey and Belleville, New Jersey. Stephen Crane Village was the site of an open-air drug market controlled by a violent drug trafficking organization (“DTO”) from at least February 2019 through February 2020.

Through numerous controlled purchases of narcotics, consensually recorded telephone calls and text messages, physical surveillance, electronic surveillance, and the analysis of telephone call detail records, law enforcement determined that the members of the DTO conspired to distribute narcotics, including heroin, fentanyl, and cocaine base, in and around Stephen Crane Village.

The DTO used a drug stash apartment in Stephen Crane Village to package and store their drugs for distribution. The DTO sold significant quantities of drugs to confidential sources and an undercover agent. On December 15, 2019, Mayse entered the DTO’s stash apartment in Stephen Crane Village and murdered a member of the DTO over a monetary debt relating to the drug trafficking conspiracy.

The count of conspiracy to distribute at least 100 grams of heroin carries a minimum sentence of five years in prison, maximum penalty of 40 years in prison, and a fine of up to $5 million. The counts of distribution of heroin, fentanyl, and cocaine each carry a maximum of 20 years in prison and a fine of $1 million. The count for of possession with intent to distribute 400 grams or more of fentanyl, 100 grams or more of heroin, and 500 grams or more of cocaine carries a minimum sentence of 10 years in prison, a maximum sentence of life in prison, and a fine of up to $10 million. The count of murder during and in relation to a drug trafficking crime carries a maximum sentence of life in prison and a $250,000 fine. The count of discharging a firearm during and in relation to a drug trafficking crime carries a minimum sentence of 10 years in prison, a maximum sentence of life in prison, and a $250,000 fine. The counts of possessing a firearm in furtherance of a drug trafficking crime carries a minimum sentence of 5 years in prison, a maximum sentence of life in prison, and a $250,000 fine.

Acting U.S. Attorney Khanna credited special agents and task force officers with the Bureau of Alcohol, Tobacco, Firearms and Explosives, Newark Field Division, under the direction of Special Agent in Charge L.C. Cheeks, Jr.; special agents and task force officers of the Drug Enforcement Administration, under the direction of Special Agent in Charge Cheryl Ortiz; the Essex County Prosecutor’s Office, under the direction of Prosecutor Theodore N. Stephens II and Chief Mitchell G. McGuire; the Newark Police Department, under the direction of Director Emanuel Miranda; and the Belleville Police Department, under the direction of Chief Mark Minichini. He also thanked the U.S. Marshals Service and the Federal Bureau of Investigation for their assistance with this case.

The investigation was conducted as part of the Newark Violent Crime Initiative (VCI). The Newark VCI was formed in August 2017 by the U.S. Attorney’s Office for the District of New Jersey, the Essex County Prosecutor’s Office, and the City of Newark’s Department of Public Safety for the sole purpose of combatting violent crime in and around Newark. As part of this partnership, federal, state, county, and city agencies collaborate and pool resources to prosecute violent offenders who endanger the safety of the community. The VCI is composed of the U.S. Attorney’s Office, the FBI, the ATF, the DEA, the DHS/HSI, the USMS, the Newark Department of Public Safety, the Essex County Prosecutor’s Office, the Essex County Sheriff’s Office, New Jersey State Parole, Union County Jail, New Jersey State Police Regional Operations and Intelligence Center/Real Time Crime Center, New Jersey Department of Corrections, the East Orange Police Department, and the Irvington Police Department.

This case is also conducted under the auspices of the Organized Crime Drug Enforcement Task Forces (OCDETF). OCDETF identifies, disrupts, and dismantles the highest-level criminal organizations that threaten the United States using a prosecutor-led, intelligence-driven, multi-agency approach. Additional information about the OCDETF Program can be found at https://www.justice.gov/OCDETF.

The government is represented by Assistant U.S. Attorney Tracey Agnew of the Criminal Division in Trenton and Assistant U.S. Attorney Jason Goldberg of the Organized Crime and Gangs Unit in Newark.

###

Defense counsel:

Thomas Ambrosio, Esq., for Gary Shahid

Joel Silberman, Esq., and Keith Oliver, Esq., for Michael Mayse

MIL Security OSI –

January 29, 2025

MIL-OSI Security: Sanford Man Sentenced to 10 Years After Officer Sees Drugs Protruding from His Shirt Pocket

Source: Office of United States Attorneys

PORTLAND, Maine: A Sanford man was sentenced today in U.S. District Court in Portland for possessing fentanyl with intent to distribute.

U.S. District Judge Nancy Torresen sentenced Nicholas Delahunt, 39, to 120 months in prison to be followed by eight years of supervised release.

According to court records, in October 2023, an officer from the Sanford Police Department noted a vehicle pulled over on the side of the road. The officer queried the vehicle and learned that the registered owner, Delahunt, had a suspended license. Police confirmed Delahunt was operating the vehicle. While speaking with him on the side of the road, the officer noted a large plastic baggie protruding from his sweatshirt front pocket that appeared to contain narcotics. Delahunt removed the bag, which was found to contain approximately 166 grams of fentanyl. A further search of Delahunt’s person revealed three additional grams of fentanyl. Just 2 grams of fentanyl is considered a potentially lethal dose. Delahunt was previously convicted in Maine in 2021 for unlawful trafficking of scheduled drugs.

The FBI investigated the case with assistance from the Sanford Police Department.

###

MIL Security OSI –

January 29, 2025

MIL-OSI Security: Boynton Beach Man Sentenced To 5 Years For Distributing Videos Depicting The Sexual Abuse Of Children

Source: Office of United States Attorneys

Jacksonville, Florida – Chief United States District Judge Marcia Morales Howard has sentenced Timothy Burch Morris (46, Boynton Beach) to five years in federal prison for distributing over the internet two videos depicting the sexual abuse of young children. Morris was also ordered to serve a five-year term of supervised release, pay $10,000 in assessments for child victims, and register as a sex offender.

According to court documents, on November 20, 2023, an FBI agent (UC) in Jacksonville was working in an undercover capacity on a particular social media application (app) to identify individuals who were attempting to sexually exploit children using the internet. The UC joined an online public chatroom on the app posing as an adult with access to a child. App user “timkw37138,” who was later identified as Morris, posted within this public group – “Hi all. 44 very well hung male in Florida. My PM is open.” Later that day, the UC and Morris began texting using the private messaging feature of the app. Morris typed, “I just love stroking to guys [sic] daughters,” and stated that his favorite age is “prob 13-15 give or take a couple years neither side.”

On November 22, 2023, when asked to verify if he was “legit,” Morris sent the UC a sexually explicit photo of himself. Five minutes later, Morris distributed two videos to the UC depicting minors being sexually abused. During another online conversation on November 27, 2023, Morris sent the UC another sexually explicit photo of himself taken at his residence.

After further investigation, FBI agents arrested Morris. During a search incident to his arrest, agents seized Morris’s cellphone which contained several sexually explicit photos of Morris that he had taken while at his home that were consistent with those sent to the UC. During an interview with law enforcement, Morris admitted having the “timkw37138” user account on the app for over five years.

This case was investigated by the Federal Bureau of Investigation in Jacksonville and West Palm Beach, with assistance from the Boynton Beach Police Department. It was prosecuted by Assistant United States Attorney D. Rodney Brown.

It is another case brought as part of Project Safe Childhood, a nationwide initiative launched in 2006 by the Department of Justice to combat the growing epidemic of child sexual exploitation and abuse. Led by the United States Attorneys’ Offices and the Criminal Division’s Child Exploitation and Obscenity Section, Project Safe Childhood marshals federal, state, and local resources to locate, apprehend, and prosecute individuals who sexually exploit children, and to identify and rescue child victims. For more information about Project Safe Childhood, please visit www.justice.gov/psc.

MIL Security OSI –

January 29, 2025

MIL-OSI: Columbia Financial, Inc. Announces Financial Results for the Fourth Quarter and Year Ended December 31, 2024

Source: GlobeNewswire (MIL-OSI)

FAIR LAWN, N.J., Jan. 28, 2025 (GLOBE NEWSWIRE) — Columbia Financial, Inc. (the “Company”) (NASDAQ: CLBK), the mid-tier holding company for Columbia Bank (“Columbia”), reported a net loss of $21.2 million, or $0.21 per basic and diluted share, for the quarter ended December 31, 2024, as compared to net income of $6.6 million, or $0.06 per basic and diluted share, for the quarter ended December 31, 2023. The net loss for the quarter ended December 31, 2024 reflected lower non-interest income mainly due to the previously disclosed balance sheet repositioning transaction. As part of the Company’s strategy to improve future earnings and expand its net interest margin, the Company sold $352.3 million of debt securities available for sale during the fourth quarter of 2024, and the proceeds from the sale were used to fund loan growth of $72.9 million, purchase $78.1 million of higher yielding debt securities and prepay $170.0 million of higher cost borrowings. This balance sheet repositioning transaction resulted in a pre-tax loss on the sale of securities and extinguishment of debt of $37.9 million. The quarter ended December 31, 2024 results also reflected a higher provision for credit losses, partially offset by higher net interest income, mainly due to an increase in interest income, lower non-interest expense and lower income tax expense. For the quarter ended December 31, 2024, the Company reported core net income of $11.4 million, an increase of $1.3 million, or 12.4%, compared to core net income of $10.1 million for the quarter ended December 31, 2023. The benefit of the balance sheet repositioning transaction was modest during the fourth quarter, as the settlement of the transaction occurred late in the quarter. (Refer to “Reconciliation of GAAP to Non-GAAP Financial Measures” for a reconciliation of GAAP net income to core net income.)

For the year ended December 31, 2024, the Company reported a net loss of $11.7 million, or $0.11 per basic and diluted share, as compared to net income of $36.1 million, or $0.35 per basic and diluted share, for the year ended December 31, 2023. The year ended December 31, 2024 reflected lower net interest income, mainly due to an increase in interest expense, higher provision for credit losses and lower non-interest income due to loss on securities transactions resulting from the balance sheet repositioning transaction described above, partially offset by lower non-interest expense and lower income tax expense. Non-interest income for the year ended December 31, 2024 included a $34.6 million loss on the sale of securities and non-interest expense included a $3.4 million loss on extinguishment of debt.

Thomas J. Kemly, President and Chief Executive Officer commented: “The Company maintained a strong balance sheet and capital position, which will allow us to benefit from an improving operating environment. Additionally, our fourth quarter repositioning strategy should result in improved future earnings and net interest margin. We will continue to examine and implement prudent strategies that we believe will build a foundation for the future success of the Company and increased profitability.”

Results of Operations for the Three Months Ended December 31, 2024 and December 31, 2023

A net loss of $21.2 million was recorded for the quarter ended December 31, 2024, a decrease of $27.8 million, compared to net income of $6.6 million for the quarter ended December 31, 2023. The decrease in net income was primarily attributable to a $35.0 million decrease in non-interest income, and a $1.7 million increase in provision for credit losses, partially offset by a $1.1 million increase in net interest income, a $1.4 million decrease in non-interest expense, and a $6.4 million decrease in income tax expense.

Net interest income was $46.4 million for the quarter ended December 31, 2024, an increase of $1.1 million, or 2.4%, from $45.3 million for the quarter ended December 31, 2023. The increase in net interest income was primarily attributable to a $6.1 million increase in interest income partially offset by a $5.0 million increase in interest expense on deposits and borrowings. The increase in interest income was primarily due to an increase in the average balance of total interest-earning assets coupled with an increase in average yields. Market interest rates increased 100 basis points throughout the 2023 period and were subsequently reduced 100 basis points during the last four months of 2024. The increase in interest expense on deposits was driven by the higher rate environment coupled with intense competition for deposits in the market and the repricing of existing deposits into higher cost products throughout the majority of the 2024 fiscal year. However, during the fourth quarter, competitive pressures eased, and deposits became easier to attract, resulting in a reduced cost of deposits. The decrease in interest expense on borrowings was also impacted by the lower interest rates for new borrowings, along with a decrease in the average balance of borrowings. Prepayment penalties, which are included in interest income on loans, totaled $84,000 for the quarter ended December 31, 2024, compared to $419,000 for the quarter ended December 31, 2023.

The average yield on loans for the quarter ended December 31, 2024 increased 22 basis points to 4.88%, as compared to 4.66% for the quarter ended December 31, 2023, as interest income was influenced by the interest rate increases that occurred in 2023 and loan growth. The average yield on securities for the quarter ended December 31, 2024 increased 41 basis points to 2.99%, as compared to 2.58% for the quarter ended December 31, 2023, as new securities purchased during 2024 were at higher interest rates. The average yield on other interest-earning assets for the quarter ended December 31, 2024 increased 36 basis points to 6.00%, as compared to 5.64% for the quarter ended December 31, 2023, due to an increase in the average balance of higher yielding Federal Home Loan Bank stock, as compared to average cash balances, which decreased in the 2024 period.

Total interest expense was $67.2 million for the quarter ended December 31, 2024, an increase of $5.0 million, or 8.0%, from $62.2 million for the quarter ended December 31, 2023. The increase in interest expense was primarily attributable to a 37 basis point increase in the average cost of interest-bearing deposits, coupled with an increase in the average balance of interest-bearing deposits, partially offset by a 31 basis point decrease in the average cost of borrowings, coupled with a decrease in the average balance of borrowings. Interest expense on deposits increased $8.5 million or 19.6%, and interest expense on borrowings decreased $3.5 million, or 18.8%.

The Company’s net interest margin for the quarter ended December 31, 2024 increased 3 basis points to 1.88%, when compared to 1.85% for the quarter ended December 31, 2023. The weighted average yield on interest-earning assets increased 22 basis points to 4.61% for the quarter ended December 31, 2024 as compared to 4.39% for the quarter ended December 31, 2023. The average cost of interest-bearing liabilities increased 20 basis points to 3.38% for the quarter ended December 31, 2024 as compared to 3.18% for the quarter ended December 31, 2023. The net interest margin increased for the quarter ended December 31, 2024, as the increase in the average yield on interest-earning assets slightly outweighed the average cost of interest-bearing liabilities.

The provision for credit losses for the quarter ended December 31, 2024 was $2.9 million, an increase of $1.7 million, from $1.2 million for the quarter ended December 31, 2023. The increase in the allowance for credit losses for loans was primarily due to net charge-offs totaling $1.4 million and an increase in loan performance qualitative factors.

Non-interest income was $(23.7) million for the quarter ended December 31, 2024, a decrease of $35.0 million, or 310.8%, from $11.2 million for the quarter ended December 31, 2023. The decrease was primarily attributable to the loss on securities transactions of $34.6 million resulting from the balance sheet repositioning transaction and a decrease in bank-owned life insurance income of $2.4 million, attributable to death benefits in 2023, partially offset by a $1.7 million increase in the fair value of Federal Home Loan Mortgage Corporation and Federal National Mortgage Association preferred stock included in equity securities.

Non-interest expense was $46.6 million for the quarter ended December 31, 2024, a decrease of $1.4 million, or 2.9%, from $48.0 million for the quarter ended December 31, 2023. The decrease was primarily attributable to a decrease in compensation and employee benefits expense of $1.9 million and a decrease in federal deposit insurance premiums of $3.2 million, partially offset by an increase in loss on the extinguishment of debt of $3.1 million. The decrease in compensation and employee benefits expense was the result of lower incentive compensation and a workforce reduction related to cost cutting strategies implemented during 2023 and 2024. The decrease in federal deposit insurance premiums was due to the 2023 quarter including a one-time Federal Deposit Insurance Corporation special assessment recorded in December 2023. During the quarter ended December 31, 2024, the Company prepaid $200.0 million in FHLB borrowings, inclusive of the $170.0 million as part of a balance sheet repositioning transaction which resulted in a $3.4 million loss on the extinguishment of debt.

Income tax benefit was $5.5 million for the quarter ended December 31, 2024, a decrease of $6.4 million, as compared to income tax expense of $865,000 for the quarter ended December 31, 2023, mainly due to a decrease in pre-tax income. The Company’s effective tax rate was 20.7% and 11.6% for the quarters ended December 31, 2024 and 2023, respectively.

Results of Operations for the Years Ended December 31, 2024 and December 31, 2023

A net loss of $11.7 million was recorded for the year ended December 31, 2024, a decrease of $47.7 million, compared to net income of $36.1 million for the year ended December 31, 2023. The decrease in net income was primarily attributable to a $27.9 million decrease in net interest income, a $9.7 million increase in provision for credit losses and a $25.5 million decrease in non-interest income, partially offset by a $1.1 million decrease in non-interest expense, and a $14.2 million decrease in income tax expense.

Net interest income was $178.0 million for the year ended December 31, 2024, a decrease of $27.9 million, or 13.5%, from $205.9 million for the year ended December 31, 2023. The decrease in net interest income was primarily attributable to an $84.3 million increase in interest expense on deposits and borrowings, partially offset by a $56.4 million increase in interest income. The increase in interest income was primarily due to an increase in the average balance of total interest-earning assets coupled with an increase in average yields due to market interest rate increases in 2023. The increase in interest expense on deposits and borrowings was driven by these same rate increases coupled with intense competition for deposits in the market and the repricing of existing deposits into higher cost products along with higher balances. The increase in interest expense on borrowings was also impacted by the increase in interest rates for new borrowings along with an increase in the average balance of borrowings. Prepayment penalties, which are included in interest income on loans, totaled $960,000 for the year ended December 31, 2024, compared to $817,000 for the year ended December 31, 2023.

The average yield on loans for the year ended December 31, 2024 increased 46 basis points to 4.90%, as compared to 4.44% for the year ended December 31, 2023, as interest income increased due to rising rates and loan growth. The average yield on securities for the year ended December 31, 2024 increased 40 basis points to 2.86%, as compared to 2.46% for the year ended December 31, 2023 as $124.6 million of higher yielding securities were purchased, and a number of adjustable rate securities tied to various indexes continued to reprice higher during the year. The average yield on other interest-earning assets for the year ended December 31, 2024 increased 73 basis points to 6.27%, as compared to 5.54% for the year ended December 31, 2023, due to the rise in interest rates, as noted above.

Total interest expense was $273.4 million for the year ended December 31, 2024, an increase of $84.3 million, or 44.6%, from $189.1 million for the year ended December 31, 2023. The increase in interest expense was primarily attributable to a 109 basis point increase in the average cost of interest-bearing deposits and an increase in the average balance of deposits, coupled with an increase in interest on borrowings of $7.1 million due to an 11 basis point increase in the cost of total borrowings and an increase in the average balance of borrowings.

The Company’s net interest margin for the year ended December 31, 2024 decreased 34 basis points to 1.82%, when compared to 2.16% for the year ended December 31, 2023. The weighted average yield on interest-earning assets for the year ended December 31, 2024 increased 47 basis points to 4.61%, as compared to 4.14% for the year ended December 31, 2023. The average cost of interest-bearing liabilities increased 92 basis points to 3.44% for the year ended December 31, 2024 as compared to 2.52% for the year ended December 31, 2023. The increase in yields for the year ended December 31, 2024 was due to the impact of market rate increases between periods, with rates decreasing just prior to the fourth quarter of 2024. The net interest margin decreased for the year ended December 31, 2024, as the increase in the average cost of interest-bearing liabilities outweighed the increase in the average yield on interest-earning assets.

The provision for credit losses for the year ended December 31, 2024 was $14.5 million, an increase of $9.7 million, from $4.8 million for the year ended December 31, 2023. The increase in provision for credit losses during the year was primarily due to net charge-offs totaling $9.6 million and an increase in loan performance qualitative factors.

Non-interest income was $1.9 million for the year ended December 31, 2024, a decrease of $25.5 million, or 93.1%, from $27.4 million for the year ended December 31, 2023. The decrease was primarily attributable to an increase in the loss on securities transactions of $25.0 million, and a decrease in bank-owned life insurance income of $2.8 million, attributable to death benefits in 2023, partially offset by a $1.9 million increase in the fair value of Federal Home Loan Mortgage Corporation and Federal National Mortgage Association preferred stock included in equity securities.

Non-interest expense was $181.3 million for the year ended December 31, 2024, a decrease of $1.1 million, or 0.6%, from $182.4 million for the year ended December 31, 2023. The decrease was primarily attributable to a decrease in compensation and employee benefits expense of $11.4 million, partially offset by an increase in professional fee of $4.3 million, an increase in merger-related expenses of $1.1 million and an increase in loss on extinguishment of debt of $3.1 million, resulting primarily from the repositioning transaction, and an increase in other non-interest expense of $2.0 million. The decrease in compensation and employee benefits expense was the result of lower incentive compensation and a workforce reduction related to cost cutting strategies implemented during 2023 and 2024. The increase in professional fees was primarily related to an increase in legal, regulatory and compliance-related costs while the increase in other non-interest expense related to swap transactions. During the quarter ended December 31, 2024, the Company prepaid $170.0 million of FHLB borrowings as part of the previously discussed balance sheet repositioning transaction which resulted in a $3.3 million loss on the extinguishment of debt.

Income tax benefit was $4.3 million for the year ended December 31, 2024, a decrease of $14.2 million, as compared to income tax expense of $10.0 million for the year ended December 31, 2023, mainly due to a decrease in pre-tax income. The Company’s effective tax rate was 26.8% and 21.6% for the years ended December 31, 2024 and 2023, respectively.

Balance Sheet Summary

Total assets decreased $170.1 million, or 1.6%, to $10.5 billion at December 31, 2024 as compared to $10.6 billion at December 31, 2023. The decrease in total assets was primarily attributable to a decrease in cash and cash equivalents of $134.0 million, a decrease in debt securities available for sale of $67.6 million, and a decrease in Federal Home Loan Bank stock of $20.6 million, partially offset by an increase in loans receivable, net, of $37.5 million and an increase in other assets of $15.6 million.

Cash and cash equivalents decreased $134.0 million, or 31.7%, to $289.2 million at December 31, 2024 from $423.2 million at December 31, 2023. The decrease was primarily attributable to purchases of securities of $446.2 million, a decrease in borrowings of $448.1 million, and repurchases of common stock under our stock repurchase program of $5.9 million, partially offset by proceeds from the sale of securities of $321.2 million, principal repayments on securities of $185.6 million, and repayments on loans receivable, and an increase in total deposits of $249.6 million.

Debt securities available for sale decreased $67.6 million, or 6.2%, to $1.0 billion at December 31, 2024 from $1.1 billion at December 31, 2023. The decrease was attributable to sales of securities with an amortized cost of $357.1 million which resulted in a realized loss of $35.9 million, and repayments on securities of $140.5 million, which was partially offset by purchases of securities of $404.7 million and a decrease in the gross unrealized loss on securities of $34.9 million. The Company sold predominantly fixed rate, low-yielding debt securities and used the proceeds to repay high costing borrowings and purchase higher-yielding debt securities to improve future net interest rate margin.

Loans receivable, net, increased $37.5 million, or 0.5%, to $7.9 billion at December 31, 2024 from $7.8 billion at December 31, 2023. Multifamily loans, construction loans, and commercial business loans increased $51.5 million, $30.5 million, and $89.0 million, respectively, partially offset by decreases in one-to-four family real estate loans, commercial real estate loans and home equity loans and advances of $81.9 million, $37.2 million and $7.6 million, respectively. The allowance for credit losses for loans increased $4.9 million to $60.0 million at December 31, 2024 from $55.1 million at December 31, 2023. During the year ended December 31, 2024, the increase in the allowance for credit losses for loans was primarily due to net charge-offs of $9.6 million and an increase in loan performance qualitative factors.

Federal Home Loan Bank stock decreased $20.6 million, or 25.5%, to $60.4 million at December 31, 2024 from $81.0 million at December 31, 2023. The decrease was due to the redemption of stock required upon repaying FHLB borrowings.

Other assets increased $15.6 million, or 5.1%, to $324.0 million at December 31, 2024 from $308.4 million at December 31, 2023, primarily due to a $14.3 million increase in the Company’s pension plan balance, as the return on plan assets outpaced the growth in the plan’s obligations.

Total liabilities decreased $210.1 million, or 2.2%, to $9.4 billion at December 31, 2024 from $9.6 billion at December 31, 2023. The decrease was primarily attributable to a decrease in borrowings of $448.1 million, or 29.3%, partially offset by an increase in total deposits of $249.6 million, or 3.2%. The $448.1 million decrease in borrowings was primarily driven by a net decrease in long-term borrowings of $170.0 million, coupled with a decrease in short-term borrowings of $237.8 million. The decrease in long-term borrowings was mainly attributable to the prepayment of $170.0 million of long-term borrowings as part of the balance sheet repositioning transaction as described above. The increase in total deposits primarily consisted of increases in non-interest-bearing and interest-bearing demand deposits and certificates of deposit of $669,000, $54.8 million, and $255.8 million, respectively, partially offset by decreases in money market and savings and club accounts of $13.8 million and $47.8 million, respectively.

Total stockholders’ equity increased $40.0 million, or 3.8%, to $1.1 billion at December 31, 2024 from $1.0 billion at December 31, 2023. The increase in total stockholders’ equity was primarily attributable to the recognition of $8.0 million in stock based compensation expense and an increase of $48.2 million in other comprehensive income, which includes changes in unrealized losses on debt securities available for sale and unrealized gains on swap contracts, net of taxes. These increases were partially offset by a net loss of $11.7 million, and the repurchase of 365,116 shares of common stock at a cost of approximately $5.9 million, or $16.14 per share, under our stock repurchase program. Repurchases have been paused in order to retain capital.

Asset Quality

The Company’s non-performing loans at December 31, 2024 totaled $21.7 million, or 0.28% of total gross loans, as compared to $12.6 million, or 0.16% of total gross loans, at December 31, 2023. The $9.1 million increase in non-performing loans was primarily attributable to an increase in non-performing commercial business loans of $3.3 million and an increase in non-performing one-to-four family real estate loans of $5.6 million. The increase in non-performing commercial business loans primarily consists of two loans totaling $6.4 million at December 31, 2024, partially offset by the charge-off of a $3.7 million loan to a technology company during 2024. The increase in non-performing one-to-four family real estate loans was due to an increase in the number of loans from 17 non-performing loans at December 31, 2023 to 32 loans at December 31, 2024. Non-performing assets as a percentage of total assets totaled 0.22% at December 31, 2024 as compared to 0.12% at December 31, 2023.

For the quarter ended December 31, 2024, net charge-offs totaled $1.4 million, as compared to $173,000 in net charge-offs recorded for the quarter ended December 31, 2023. For the year ended December 31, 2024, net charge-offs totaled $9.6 million, as compared to $2.5 million in net charge-offs recorded for the year ended December 31, 2023. Net charge-offs for the year ended December 31, 2024 included charge-offs related to 17 commercial business loans totaling $9.2 million. Recoveries on previously charged-off loans for the quarter ended December 31, 2024, and the year ended December 31, 2024, totaled approximately $88,000 and $1.4 million, respectively.

The Company’s allowance for credit losses on loans was $60.0 million, or 0.76% of total gross loans, at December 31, 2024, compared to $55.1 million, or 0.70% of total gross loans, at December 31, 2023. The increase in the allowance for credit losses for loans was primarily due to net charge-offs of $9.6 million and an increase in loan performance qualitative factors.

Additional Liquidity, Loan, and Deposit Information

The Company services a diverse retail and commercial deposit base through its 69 branches. With over 215,000 accounts, the average deposit account balance was approximately $38,000 at December 31, 2024.

Deposit balances are summarized as follows:

	At December 31, 2024				At September 30, 2024
	Balance		Weighted Average Rate		Balance		Weighted Average Rate
	(Dollars in thousands)

Non-interest-bearing demand	$	1,438,030	—	%	$	1,406,152	—	%
Interest-bearing demand		2,021,312	2.19			1,980,298	2.41
Money market accounts		1,241,691	2.82			1,239,204	2.92
Savings and club deposits		652,501	0.75			649,858	0.79
Certificates of deposit		2,742,615	4.24			2,682,547	4.45
Total deposits	$	8,096,149	2.47	%	$	7,958,059	2.62	%

The Company continues to maintain strong liquidity and capital positions. The Company had no outstanding borrowings from the Federal Reserve Discount Window at December 31, 2024. As of December 31, 2024, the Company had immediate access to approximately $2.7 billion of funding, with additional unpledged loan collateral available to pledge is approximately $2.1 billion.

At December 31, 2024, the Company’s non-performing commercial real estate loans totaled $2.9 million, or 0.04%, of the total loans receivable loan portfolio balance.

The following table presents multifamily real estate, owner occupied commercial real estate, and the components of investor owned commercial real estate loans included in the real estate loan portfolio.

	At December 31, 2024
	(Dollars in thousands)
	Balance		% of Gross Loans		Weighted Average Loan to Value Ratio		Weighted Average Debt Service Coverage
Multifamily Real Estate	$	1,460,641	18.4	%	58.0	%	1.59	x

Owner Occupied Commercial Real Estate	$	688,341	8.7	%	53.3	%	2.22	x

Investor Owned Commercial Real Estate:
Retail / Shopping centers	$	506,544	6.4	%	51.6	%	1.50	x
Mixed Use		214,148	2.7		57.3		1.58
Industrial / Warehouse		383,585	4.8		54.7		1.69
Non-Medical Office		193,569	2.4		50.8		1.65
Medical Office		120,381	1.5		58.5		1.46
Single Purpose		96,907	1.2		52.3		3.13
Other		136,408	1.7		47.8		1.76
Total	$	1,651,542	20.9	%	53.2	%	1.69

Total Multifamily and Commercial Real Estate Loans	$	3,800,524	48.0	%	55.1	%	1.75	x

At December 31, 2024, the Company had less than $1.0 million in loan exposure to office or rent stabilized multifamily loans in New York City.

Annual Meeting of Stockholders

On January 28, 2025, the Company also announced that its annual meeting of stockholders will be held on June 5, 2025.

About Columbia Financial, Inc.

The consolidated financial results include the accounts of Columbia Financial, Inc., its wholly-owned subsidiary Columbia Bank (the “Bank”) and the Bank’s wholly-owned subsidiaries. Columbia Financial, Inc. is a Delaware corporation organized as Columbia Bank’s mid-tier stock holding company. Columbia Financial, Inc. is a majority-owned subsidiary of Columbia Bank, MHC. Columbia Bank is a federally chartered savings bank headquartered in Fair Lawn, New Jersey that operates 69 full-service banking offices and offers traditional financial services to consumers and businesses in its market area.

Forward-Looking Statements

Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “would,” “expects,” “projects,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, adverse conditions in the capital and debt markets and the impact of such conditions on the Company’s business activities; changes in interest rates, higher inflation and their impact on national and local economic conditions; changes in monetary and fiscal policies of the U.S. Treasury, the Board of Governors of the Federal Reserve System and other governmental entities; the impact of legal, judicial and regulatory proceedings or investigations, competitive pressures from other financial institutions; the effects of general economic conditions on a national basis or in the local markets in which the Company operates, including changes that adversely affect a borrowers’ ability to service and repay the Company’s loans; the effect of acts of terrorism, war or pandemics,, including on our credit quality and business operations, as well as its impact on general economic and financial market conditions; changes in the value of securities in the Company’s portfolio; changes in loan default and charge-off rates; fluctuations in real estate values; the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and securities; legislative changes and changes in government regulation; changes in accounting standards and practices; the risk that goodwill and intangibles recorded in the Company’s consolidated financial statements will become impaired; cyber-attacks, computer viruses and other technological risks that may breach the security of our systems and allow unauthorized access to confidential information; the inability of third party service providers to perform; demand for loans in the Company’s market area; the Company’s ability to attract and maintain deposits and effectively manage liquidity; risks related to the implementation of acquisitions, dispositions, and restructurings; the successful implementation of our December 2024 balance sheet repositioning transaction; the risk that the Company may not be successful in the implementation of its business strategy, or its integration of acquired financial institutions and businesses, and changes in assumptions used in making such forward-looking statements which are subject to numerous risks and uncertainties, including but not limited to, those set forth in Item 1A of the Company’s Annual Report on Form 10-K and those set forth in the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all as filed with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, the Company’s actual results could differ materially from those discussed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as required by law.

Non-GAAP Financial Measures

Reported amounts are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). This press release also contains certain supplemental non-GAAP information that the Company’s management uses in its analysis of the Company’s financial results. Specifically, the Company provides measures based on what it believes are its operating earnings on a consistent basis and excludes material non-routine operating items which affect the GAAP reporting of results of operations. The Company’s management believes that providing this information to analysts and investors allows them to better understand and evaluate the Company’s core financial results for the periods presented. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names.

The Company also provides measurements and ratios based on tangible stockholders’ equity. These measures are commonly utilized by regulators and market analysts to evaluate a company’s financial condition and, therefore, the Company’s management believes that such information is useful to investors.

A reconciliation of GAAP to non-GAAP financial measures are included at the end of this press release. See “Reconciliation of GAAP to Non-GAAP Financial Measures”.


COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Statements of Financial Condition
(In thousands)

	December 31,
		2024		2023
Assets	(Unaudited)
Cash and due from banks	$	289,113	$	423,140
Short-term investments		110		109
Total cash and cash equivalents		289,223		423,249

Debt securities available for sale, at fair value		1,025,946		1,093,557
Debt securities held to maturity, at amortized cost (fair value of $350,153, and $357,177 at December 31, 2024 and 2023, respectively)		392,840		401,154
Equity securities, at fair value		6,673		4,079
Federal Home Loan Bank stock		60,387		81,022

Loans receivable		7,916,928		7,874,537
Less: allowance for credit losses		59,958		55,096
Loans receivable, net		7,856,970		7,819,441

Accrued interest receivable		40,383		39,345
Office properties and equipment, net		81,772		83,577
Bank-owned life insurance		274,908		268,362
Goodwill and intangible assets		121,008		123,350
Other real estate owned		1,334		—
Other assets		324,049		308,432
Total assets	$	10,475,493	$	10,645,568

Liabilities and Stockholders’ Equity
Liabilities:
Deposits	$	8,096,149	$	7,846,556
Borrowings		1,080,600		1,528,695
Advance payments by borrowers for taxes and insurance		45,453		43,509
Accrued expenses and other liabilities		172,915		186,473
Total liabilities		9,395,117		9,605,233

Stockholders’ equity:
Total stockholders’ equity		1,080,376		1,040,335
Total liabilities and stockholders’ equity	$	10,475,493	$	10,645,568

COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except per share data)

	Three Months Ended December 31,					Year Ended December 31,
		2024			2023		2024			2023
Interest income:	(Unaudited)					(Unaudited)
Loans receivable	$	96,202		$	91,744	$	382,266		$	343,770
Debt securities available for sale and equity securities		9,793			7,077		36,411			28,120
Debt securities held to maturity		2,479			2,370		9,966			9,708
Federal funds and interest-earning deposits		3,309			4,828		15,181			8,188
Federal Home Loan Bank stock dividends		1,843			1,531		7,602			5,192
Total interest income		113,626			107,550		451,426			394,978
Interest expense:
Deposits		51,943			43,429		202,383			125,162
Borrowings		15,256			18,782		71,061			63,940
Total interest expense		67,199			62,211		273,444			189,102

Net interest income		46,427			45,339		177,982			205,876

Provision for credit losses		2,876			1,155		14,451			4,787

Net interest income after provision for credit losses		43,551			44,184		163,531			201,089

Non-interest income:
Demand deposit account fees		1,809			1,330		6,507			5,145
Bank-owned life insurance		2,066			4,456		7,319			10,126
Title insurance fees		570			560		2,505			2,400
Loan fees and service charges		1,193			1,144		4,483			4,510
Loss on securities transactions		(34,595	)		—		(35,851	)		(10,847	)
Change in fair value of equity securities		2,169			446		2,594			695
Gain on sale of loans		81			154		906			1,214
Other non-interest income		2,991			3,159		13,431			14,136
Total non-interest income		(23,716	)		11,249		1,894			27,379

Non-interest expense:
Compensation and employee benefits		26,579			28,463		109,489			120,846
Occupancy		5,861			5,590		23,482			22,927
Federal deposit insurance premiums		1,829			5,015		7,581			8,639
Advertising		457			498		2,510			2,805
Professional fees		2,567			3,083		14,164			9,824
Data processing and software expenses		3,572			4,154		15,578			15,039
Merger-related expenses		928			326		1,665			606
Loss on extinguishment of debt		3,447			300		3,447			300
Other non-interest expense		1,356			570		3,419			1,431
Total non-interest expense		46,596			47,999		181,335			182,417

(Loss) income before income tax (benefit) expense		(26,761	)		7,434		(15,910	)		46,051

Income tax (benefit) expense		(5,538	)		865		(4,257	)		9,965

Net (loss) income	$	(21,223	)	$	6,569	$	(11,653	)	$	36,086

(Loss) earnings per share-basic	$	(0.21	)	$	0.06	$	(0.11	)	$	0.35
(Loss) earnings per share-diluted	$	(0.21	)	$	0.06	$	(0.11	)	$	0.35
Weighted average shares outstanding-basic		101,686,108			101,656,890		101,676,758			102,656,388
Weighted average shares outstanding-diluted		101,945,750			101,817,194		101,839,507			102,894,969

COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
Average Balances/Yields

	For the Three Months Ended December 31,
		2024							2023
	Average Balance			Interest and Dividends		Yield / Cost		Average Balance			Interest and Dividends		Yield / Cost
	(Dollars in thousands)
Interest-earnings assets:
Loans	$	7,839,416		$	96,202	4.88	%	$	7,816,272		$	91,744	4.66	%
Securities		1,635,028			12,272	2.99	%		1,453,863			9,447	2.58	%
Other interest-earning assets		341,393			5,152	6.00	%		447,369			6,359	5.64	%
Total interest-earning assets		9,815,837			113,626	4.61	%		9,717,504			107,550	4.39	%
Non-interest-earning assets		874,522							854,857
Total assets	$	10,690,359						$	10,572,361

Interest-bearing liabilities:
Interest-bearing demand	$	2,027,003		$	13,686	2.69	%	$	2,000,406		$	12,308	2.44	%
Money market accounts		1,235,421			7,630	2.46	%		1,119,290			8,962	3.18	%
Savings and club deposits		649,686			1,209	0.74	%		714,664			846	0.47	%
Certificates of deposit		2,696,740			29,418	4.34	%		2,416,773			21,313	3.50	%
Total interest-bearing deposits		6,608,850			51,943	3.13	%		6,251,133			43,429	2.76	%
FHLB advances		1,298,686			15,102	4.63	%		1,494,794			18,592	4.93	%
Notes payable		—			—	—	%		916			23	9.96	%
Junior subordinated debentures		7,036			154	8.71	%		7,013			167	9.45	%
Total borrowings		1,305,722			15,256	4.65	%		1,502,723			18,782	4.96	%
Total interest-bearing liabilities		7,914,572		$	67,199	3.38	%		7,753,856		$	62,211	3.18	%

Non-interest-bearing liabilities:
Non-interest-bearing deposits		1,460,125							1,441,005
Other non-interest-bearing liabilities		241,582							247,545
Total liabilities		9,616,279							9,442,406
Total stockholders’ equity		1,074,080							1,129,955
Total liabilities and stockholders’ equity	$	10,690,359						$	10,572,361

Net interest income				$	46,427						$	45,339
Interest rate spread						1.23	%						1.21	%
Net interest-earning assets	$	1,901,265						$	1,963,648
Net interest margin						1.88	%						1.85	%
Ratio of interest-earning assets to interest-bearing liabilities		124.02	%						125.32	%

COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
Average Balances/Yields

	For the Years Ended December 31,
		2024							2023
	Average Balance			Interest and Dividends		Yield / Cost		Average Balance			Interest and Dividends		Yield / Cost
	(Dollars in thousands)
Interest-earnings assets:
Loans	$	7,801,939		$	382,266	4.90	%	$	7,748,096		$	343,770	4.44	%
Securities		1,622,519			46,377	2.86	%		1,540,726			37,828	2.46	%
Other interest-earning assets		363,370			22,783	6.27	%		241,520			13,380	5.54	%
Total interest-earning assets		9,787,828		$	451,426	4.61	%		9,530,342		$	394,978	4.14	%
Non-interest-earning assets		865,684							840,215
Total assets	$	10,653,512						$	10,370,557

Interest-bearing liabilities:
Interest-bearing demand	$	1,986,215		$	55,360	2.79	%	$	2,183,333		$	37,774	1.73	%
Money market accounts		1,235,495			32,977	2.67	%		951,174			24,296	2.55	%
Savings and club deposits		667,836			5,130	0.77	%		793,303			2,231	0.28	%
Certificates of deposit		2,587,360			108,916	4.21	%		2,229,042			60,861	2.73	%
Total interest-bearing deposits		6,476,906			202,383	3.12	%		6,156,852			125,162	2.03	%
FHLB advances		1,454,674			70,418	4.84	%		1,315,401			62,398	4.74	%
Notes payable		—			—	—	%		22,780			918	4.03	%
Junior subordinated debentures		7,023			640	9.11	%		7,054			624	8.85	%
Other borrowings		55			3	5.45	%		—			—	—	%
Total borrowings		1,461,752			71,061	4.86	%		1,345,235			63,940	4.75	%
Total interest-bearing liabilities		7,938,658		$	273,444	3.44	%		7,502,087		$	189,102	2.52	%

Non-interest-bearing liabilities:
Non-interest-bearing deposits		1,420,104							1,539,354
Other non-interest-bearing liabilities		242,290							231,018
Total liabilities		9,601,052							9,272,459
Total stockholders’ equity		1,052,460							1,098,098
Total liabilities and stockholders’ equity	$	10,653,512						$	10,370,557

Net interest income				$	177,982						$	205,876
Interest rate spread						1.17	%						1.62	%
Net interest-earning assets	$	1,849,170						$	2,028,255
Net interest margin						1.82	%						2.16	%
Ratio of interest-earning assets to interest-bearing liabilities		123.29	%						127.04	%

COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
Components of Net Interest Rate Spread and Margin

	Average Yields/Costs by Quarter
	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023
Yield on interest-earning assets:
Loans	4.88	%	5.00	%	4.93	%	4.79	%	4.66	%
Securities	2.99		2.90		2.89		2.65		2.58
Other interest-earning assets	6.00		6.72		6.30		6.06		5.64
Total interest-earning assets	4.61	%	4.70	%	4.64	%	4.50	%	4.39	%

Cost of interest-bearing liabilities:
Total interest-bearing deposits	3.13	%	3.21	%	3.14	%	3.02	%	2.76	%
Total borrowings	4.65		4.87		4.92		4.98		4.96
Total interest-earning liabilities	3.38	%	3.52	%	3.49	%	3.38	%	3.18	%

Interest rate spread	1.23	%	1.18	%	1.15	%	1.12	%	1.21	%
Net interest margin	1.88	%	1.84	%	1.81	%	1.75	%	1.85	%

Ratio of interest-earning assets to interest-bearing liabilities	124.02	%	123.06	%	123.03	%	123.06	%	125.32	%

COLUMBIA FINANCIAL, INC. AND SUBSIDIARIES
Selected Financial Highlights

	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023

SELECTED FINANCIAL RATIOS⁽¹⁾:
Return on average assets	(0.79	)%	0.23	%	0.17	%	(0.04	)%	0.25	%
Core return on average assets	0.42	%	0.23	%	0.20	%	0.02	%	0.38	%
Return on average equity	(7.86	)%	2.32	%	1.77	%	(0.45	)%	2.31	%
Core return on average equity	4.09	%	2.29	%	2.06	%	0.18	%	3.56	%
Core return on average tangible equity	4.74	%	2.58	%	2.34	%	0.20	%	3.99	%
Interest rate spread	1.23	%	1.18	%	1.15	%	1.12	%	1.21	%
Net interest margin	1.88	%	1.84	%	1.81	%	1.75	%	1.85	%
Non-interest income to average assets	(0.88	)%	0.33	%	0.35	%	0.28	%	0.42	%
Non-interest expense to average assets	1.73	%	1.60	%	1.74	%	1.74	%	1.80	%
Efficiency ratio	205.17	%	78.95	%	86.83	%	91.96	%	84.82	%
Core efficiency ratio	73.68	%	79.14	%	85.34	%	88.39	%	76.93	%
Average interest-earning assets to average interest-bearing liabilities	124.02	%	123.06	%	123.03	%	123.06	%	125.32	%
Net charge-offs to average outstanding loans	0.07	%	0.14	%	0.03	%	0.26	%	0.01	%

^{(1) Ratios are annualized when appropriate.}

ASSET QUALITY:
	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023
	(Dollars in thousands)

Non-accrual loans	$	21,701		$	28,014		$	25,281		$	22,935		$	12,618
90+ and still accruing		—			—			—			—			—
Non-performing loans		21,701			28,014			25,281			22,935			12,618
Real estate owned		1,334			1,974			1,974			—			—
Total non-performing assets	$	23,035		$	29,988		$	27,255		$	22,935		$	12,618

Non-performing loans to total gross loans		0.28	%		0.36	%		0.33	%		0.30	%		0.16	%
Non-performing assets to total assets		0.22	%		0.28	%		0.25	%		0.22	%		0.12	%
Allowance for credit losses on loans (“ACL”)	$	59,958		$	58,495		$	57,062		$	55,401		$	55,096
ACL to total non-performing loans		276.29	%		208.81	%		225.71	%		241.56	%		436.65	%
ACL to gross loans		0.76	%		0.75	%		0.73	%		0.71	%		0.70	%

LOAN DATA:
	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023
	(In thousands)
Real estate loans:
One-to-four family	$	2,710,937		$	2,737,190		$	2,764,177		$	2,778,932		$	2,792,833
Multifamily		1,460,641			1,399,000			1,409,316			1,429,369			1,409,187
Commercial real estate		2,339,883			2,312,759			2,316,252			2,318,178			2,377,077
Construction		473,573			510,439			462,880			437,566			443,094
Commercial business loans		622,000			586,447			554,768			538,260			533,041
Consumer loans:
Home equity loans and advances		259,009			261,041			260,427			260,786			266,632
Other consumer loans		3,404			2,877			2,689			2,601			2,801
Total gross loans		7,869,447			7,809,753			7,770,509			7,765,692			7,824,665
Purchased credit deteriorated loans		11,686			11,795			12,150			14,945			15,089
Net deferred loan costs, fees and purchased premiums and discounts		35,795			35,642			36,352			34,992			34,783
Allowance for credit losses		(59,958	)		(58,495	)		(57,062	)		(55,401	)		(55,096	)
Loans receivable, net	$	7,856,970		$	7,798,695		$	7,761,949		$	7,760,228		$	7,819,441

CAPITAL RATIOS:
	December 31,
	2024⁽¹⁾		2023
Company:
Total capital (to risk-weighted assets)	14.20	%	14.08	%
Tier 1 capital (to risk-weighted assets)	13.40	%	13.32	%
Common equity tier 1 capital (to risk-weighted assets)	13.31	%	13.23	%
Tier 1 capital (to adjusted total assets)	10.02	%	10.04	%

Columbia Bank:
Total capital (to risk-weighted assets)	14.41	%	14.02	%
Tier 1 capital (to risk-weighted assets)	13.56	%	13.22	%
Common equity tier 1 capital (to risk-weighted assets)	13.56	%	13.22	%
Tier 1 capital (to adjusted total assets)	9.64	%	9.48	%

^{(1) Estimated ratios at December 31, 2024.}

Reconciliation of GAAP to Non-GAAP Financial Measures

Book and Tangible Book Value per Share
	December 31,
		2024			2023
	(Dollars in thousands)
Total stockholders’ equity	$	1,080,376		$	1,040,335
Less: goodwill		(110,715	)		(110,715	)
Less: core deposit intangible		(8,964	)		(11,155	)
Total tangible stockholders’ equity	$	960,697		$	918,465

Shares outstanding		104,759,185			104,918,905

Book value per share	$	10.31		$	9.92
Tangible book value per share	$	9.17		$	8.75

Reconciliation of Core Net Income
	Three Months Ended December 31,					Years Ended December 31,
		2024			2023		2024			2023
	(In thousands)
Net (loss) income	$	(21,223	)	$	6,569	$	(11,653	)	$	36,086
Add: loss on securities transactions, net of tax		28,952			—		30,082			9,249
Add: FDIC special assessment, net of tax		—			3,009		385			3,009
Add: severance expense from reduction in workforce, net of tax		—			—		67			1,390
Add: merger-related expenses, net of tax		777			288		1,468			529
Add: loss on extinguishment of debt, net of tax		2,885			265		2,885			265
Add: litigation expenses, net of tax		—			—		—			262
Core net income	$	11,391		$	10,131	$	23,234		$	50,790

Return on Average Assets
	Three Months Ended December 31,						Years Ended December 31,
		2024			2023			2024			2023
	(Dollars in thousands)
Net (loss) income	$	(21,223	)	$	6,569		$	(11,653	)	$	36,086

Average assets	$	10,690,359		$	10,572,361		$	10,653,512		$	10,370,557

Return on average assets		(0.79	)%		0.25	%		(0.11	)%		0.35	%

Core net income	$	11,391		$	10,131		$	23,234		$	50,790

Core return on average assets		0.42	%		0.38	%		0.22	%		0.49	%

Reconciliation of GAAP to Non-GAAP Financial Measures (continued)

Return on Average Equity
	Three Months Ended December 31,						Years Ended December 31,
		2024			2023			2024			2023
	(Dollars in thousands)
Total average stockholders’ equity	$	1,074,080		$	1,129,955		$	1,052,460		$	1,098,098
Add: loss on securities transactions, net of tax		28,952			—			30,082			9,249
Add: FDIC special assessment, net of tax		—			3,009			385			3,009
Add: severance expense from reduction in workforce, net of tax		—			—			67			1,390
Add: merger-related expenses, net of tax		777			288			1,468			529
Add: loss on extinguishment of debt, net of tax		2,885			265			2,885			265
Add: litigation expenses, net of tax		—			—			—			262
Core average stockholders’ equity	$	1,106,694		$	1,133,517		$	1,087,347		$	1,112,802

Return on average equity		(7.86	)%		2.31	%		(1.11	)%		3.29	%

Core return on core average equity		4.09	%		3.56	%		2.14	%		4.56	%

Return on Average Tangible Equity
	Three Months Ended December 31,						Years Ended December 31,
		2024			2023			2024			2023
	(Dollars in thousands)
Total average stockholders’ equity	$	1,074,080		$	1,129,955		$	1,052,460		$	1,098,098
Less: average goodwill		(110,715	)		(110,715	)		(110,715	)		(110,715	)
Less: average core deposit intangible		(9,311	)		(11,524	)		(10,119	)		(12,398	)
Total average tangible stockholders’ equity	$	954,054		$	1,007,716		$	931,626		$	974,985

Core return on average tangible equity		4.74	%		3.99	%		2.49	%		5.21	%

Reconciliation of GAAP to Non-GAAP Financial Measures (continued)

Efficiency Ratios
	Three Months Ended December 31,						Years Ended December 31,
		2024			2023			2024			2023
	(Dollars in thousands)
Net interest income	$	46,427		$	45,339		$	177,982		$	205,876
Non-interest income		(23,716	)		11,249			1,894			27,379
Total income	$	22,711		$	56,588		$	179,876		$	233,255

Non-interest expense	$	46,596		$	47,999		$	181,335		$	182,417

Efficiency ratio		205.17	%		84.82	%		100.81	%		78.20	%

Non-interest income	$	(23,716	)	$	11,249		$	1,894		$	27,379
Add: loss on securities transactions		34,595			—			35,851			10,847
Core non-interest income	$	10,879		$	11,249		$	37,745		$	38,226

Non-interest expense	$	46,596		$	47,999		$	181,335		$	182,417
Less: FDIC special assessment		—			(3,840	)		(439	)		(3,840	)
Less: severance expense from reduction in workforce		—			—			(74	)		(1,605	)
Less: merger-related expenses		(928	)		(326	)		(1,665	)		(606	)
Less: loss on extinguishment of debt		(3,447	)		(300	)		(3,447	)		(300	)
Less: litigation expenses		—			—			—			(317	)
Core non-interest expense	$	42,221		$	43,533		$	175,710		$	175,749

Core efficiency ratio		73.68	%		76.93	%		81.45	%		72.00	%

Columbia Financial, Inc.
Investor Relations Department
(833) 550-0717

The MIL Network –

January 29, 2025

MIL-OSI: CNB Financial Corporation Reports Fourth Quarter and Full-Year 2024 Results

Source: GlobeNewswire (MIL-OSI)

CLEARFIELD, Pa., Jan. 28, 2025 (GLOBE NEWSWIRE) — CNB Financial Corporation (“Corporation”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced its earnings for the three and twelve months ended December 31, 2024.

Executive Summary

Net income available to common shareholders (“earnings”) was $14.0 million, or $0.66 per diluted share, for the three months ended December 31, 2024, compared to earnings of $12.9 million, or $0.61 per diluted share, for the three months ended September 30, 2024. The quarterly increase was a result of an increase in net interest income combined with a reduction in non-interest expense, partially offset by a decrease in non-interest income, as discussed in more detail below. The increase in fourth quarter 2024 earnings and diluted earnings per share when compared to earnings of $12.9 million, or $0.62 per diluted share, in the quarter ended December 31, 2023 was primarily due to increases in both net interest income and non-interest income, coupled with a decrease in non-interest expense, partially offset by an increase in the provision for credit losses.
Earnings were $50.3 million, or $2.39 per diluted share, for the twelve months ended December 31, 2024, compared to earnings of $53.7 million, or $2.55 per diluted share, for the twelve months ended December 31, 2023. The decrease in earnings and diluted earnings per share comparing the twelve months ended December 31, 2024 to the twelve months ended December 31, 2023 was primarily due to the rise in deposit costs year over year, as discussed in more detail below.
At December 31, 2024, loans totaled $4.5 billion excluding the balances of syndicated loans. This adjusted total of $4.5 billion in loans represented a quarterly increase of $6.6 million, or 0.15% (0.58% annualized), compared to the same adjusted total loans measured as of September 30, 2024, and a year-over-year increase of $169.4 million, or 3.88%, compared to the same adjusted total loans measured as of December 31, 2023. The increase in loans for the quarter ended December 31, 2024 compared to the quarter ended September 30, 2024 was primarily driven by commercial and residential real estate growth across our regions, including growth in CNB’s Private Banking division. This growth was partially offset by a larger volume of loan payoffs during the quarter. The year-over-year growth in loans as of December 31, 2024 compared to loans as of December 31, 2023 resulted primarily from growth in commercial and residential real estate loans in the Corporation’s more recent expansion markets of Cleveland, OH and Roanoke, VA. Additional growth occurred in commercial and residential real estate loans in the Columbus, OH market, commercial industrial loans in the Erie, PA market, and residential real estate loans in CNB Bank’s Private Banking division.
- At December 31, 2024, the Corporation’s balance sheet reflected an increase in syndicated lending balances of $10.4 million compared to September 30, 2024. The increase in syndicated lending balances was the result of the Corporation identifying loans with the combination of meeting the Corporation’s traditionally disciplined high credit quality standards, and with favorable yields versus investment alternatives. Year over year, the Corporation’s balance sheet reported a decrease in syndicated lending balances of $28.8 million compared to December 31, 2023, resulting from scheduled paydowns or early payoffs of certain syndicated loans. The syndicated loan portfolio totaled $79.9 million, or 1.73% of total loans, at December 31, 2024, compared to $69.5 million, or 1.51% of total loans, at September 30, 2024 and $108.7 million, or 2.43% of total loans, at December 31, 2023. The Corporation closely manages the level and composition of its syndicated loan portfolio to ensure it continues to provide a high credit quality, profitable use of excess liquidity to complement the Corporation’s loan growth from its in-market customer relationships.
At December 31, 2024, total deposits were $5.4 billion, reflecting a quarterly increase of $154.4 million, or 2.96% (11.78% annualized), compared to September 30, 2024, and a year-over-year increase of $372.6 million, or 7.45%, compared to total deposits measured as of December 31, 2023. The increase in deposit balances compared to September 30, 2024 was primarily attributable to an increase in retail and business savings and retail time deposits. Additional deposit and liquidity profile details were as follows:
- At December 31, 2024, the total estimated uninsured deposits for CNB Bank were approximately $1.5 billion, or approximately 27.71% of total CNB Bank deposits. However, when excluding $101.9 million of affiliate company deposits and $429.0 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits was approximately $986.0 million, or approximately 18.01% of total CNB Bank deposits as of December 31, 2024.
  - The level of adjusted uninsured deposits at December 31, 2024 was relatively unchanged compared to the level at September 30, 2024, when the total estimated uninsured deposits for CNB Bank were approximately $1.5 billion, or approximately 28.50% of total CNB Bank deposits. Excluding $103.1 million of affiliate company deposits and $462.7 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits was approximately $950.6 million, or approximately 17.87% of total CNB Bank deposits as of September 30, 2024.
- At December 31, 2024, the average deposit balance per account for CNB Bank was approximately $34 thousand, which has remained consistently at this level for an extended period. CNB Bank has experienced increases in the volume of business deposits, as well as retail customer household deposits, including those that continue to be added after the 2023 launches of (i) CNB Bank’s “At Ease” account, a service for U.S. service member and veteran families, and (ii) CNB Bank’s women-focused banking division, Impressia Bank.
- At December 31, 2024, the Corporation had $375.0 million of cash equivalents held in CNB Bank’s interest-bearing deposit account at the Federal Reserve. These excess funds, when combined with collective contingent liquidity resources of $4.6 billion including (i) available borrowing capacity from the Federal Home Bank of Pittsburgh (“FHLB”) and the Federal Reserve, and (ii) available unused commitments from brokered deposit sources and other third-party funding channels, including previously established lines of credit from correspondent banks, resulted in the total on-hand and contingent liquidity sources for the Corporation as of December 31, 2024 to be approximately 5.0 times the estimated amount of adjusted uninsured deposit balances discussed above.
At December 31, 2024, September 30, 2024 and December 31, 2023, the Corporation had no outstanding short-term borrowings from the FHLB or the Federal Reserve’s Discount Window.
At December 31, 2024, the Corporation’s pre-tax net unrealized losses on available-for-sale and held-to-maturity securities totaled $74.8 million, or 12.25% of total shareholders’ equity, compared to $62.5 million, or 10.30% of total shareholders’ equity, at September 30, 2024 and $82.2 million, or 14.40% of total shareholders’ equity, at December 31, 2023. The change in unrealized losses during the fourth quarter 2024 was primarily due to changes in the yield curve compared to the third quarter of 2024, coupled with the Corporation’s scheduled bond maturities, which were all realized at par. Importantly, all regulatory capital ratios for the Corporation would still exceed regulatory “well-capitalized” levels as of December 31, 2024, September 30, 2024, and December 31, 2023 if the net unrealized losses at the respective dates were fully recognized. Additionally, the Corporation maintained approximately $100.7 million of liquid funds at its holding company, which more than covers the $74.8 million in unrealized losses on investments held primarily in its wholly-owned banking subsidiary, as an immediately available source of contingent capital to be down-streamed to CNB Bank, if necessary.
Total nonperforming assets were approximately $59.5 million, or 0.96% of total assets, as of December 31, 2024, compared to $42.0 million, or 0.70% of total assets, as of September 30, 2024, and $31.8 million, or 0.55% of total assets, as of December 31, 2023. The increase in nonperforming assets for the three months ended December 31, 2024 compared to the three months ended September 30, 2024 was primarily due to one commercial multifamily relationship totaling $20.4 million with a specific reserve balance of $885 thousand. Management does not believe there is a risk of significant additional loss exposure beyond the specific reserves related to this loan relationship and is actively working with the borrower and their real estate broker to facilitate the sale of the property. The increase in non-performing assets at December 31, 2024 compared to December 31, 2023 was due to the loan relationship discussed above, as well as certain commercial and industrial and owner-occupied commercial real estate relationships as previously disclosed in the second quarter of 2024 and a commercial relationship (consisting of various loan types) in the third quarter of 2024. For the three months ended December 31, 2024, net loan charge-offs were $2.1 million, or 0.19% (annualized) of average total loans and loans held for sale, compared to $1.2 million, or 0.11% (annualized) of average total loans and loans held for sale, during the three months ended September 30, 2024, and $1.2 million, or 0.11% (annualized) of average total loans and loans held for sale, during the three months ended December 31, 2023. The increase in net loan charge-offs during the quarter ended December 31, 2024 was primarily related to (i) an owner-occupied commercial real estate relationship with a charge-off of $750 thousand (remaining balance of approximately $3.8 million with specific reserves of $1.4 million), and (ii) a nonowner-occupied commercial real estate relationship for $625 thousand (no remaining balance).
Pre-provision net revenue (“PPNR”), a non-GAAP measure, was $21.6 million for the three months ended December 31, 2024, compared to $19.7 million and $18.4 million for the three months ended September 30, 2024 and December 31, 2023, respectively.¹ The fourth quarter 2024 PPNR, when compared to the third quarter of 2024, reflected increases in net interest income and reductions in non-interest expense, partially offset by a reduction in quarterly non-interest income. The increase in PPNR for the three months ended December 31, 2024, compared to the three months ended December 31, 2023 was primarily attributable to the increases in net interest income and non-interest income. PPNR was $76.6 million for the twelve months ended December 31, 2024 compared to $77.8 million for the twelve months ended December 31, 2023.¹ The decrease in PPNR for the twelve months ended December 31, 2024 compared to the twelve months ended December 31, 2023 was primarily attributable to the significant year-over-year increase in deposit costs, coupled with increases in certain personnel costs (primarily from new offices and personnel added in the recently added expansion markets of Cleveland, OH and Roanoke, VA). Also, the Corporation incurred additional technology expenses for the recently completed full implementation of certain franchise-wide business development and customer relationship management applications.

¹ This release contains references to certain financial measures that are not defined under U.S. Generally Accepted Accounting Principles (“GAAP”). Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. A reconciliation of these non-GAAP financial measures is provided in the “Reconciliation of Non-GAAP Financial Measures” section.

Commenting on the Corporation’s positive quarterly results, Michael Peduzzi, President and CEO of both the Corporation and CNB Bank, stated, “CNB’s performance for the fourth quarter of 2024 continued the favorable trend of increased earnings for each of the most recent three quarters. This favorable earnings trend is the result of a continued implementation of the fundamental strategic initiatives that we continue to focus on – deepening existing customer relationships while adding new clients in both interest-earning and fee-based activities, remaining committed to our traditionally disciplined loan and investment underwriting standards, employing risk-based and market-relevant loan and deposit pricing, and continuing solid risk measurement and management practices. While we remain confident in the continued growth and increasing profitability of our current multi-state core franchise, we are very excited by the prospect of expanding our business development model across all of our financial services, and realizing even greater back-office efficiencies of operating scale, with our recently announced plan to add over $2 billion in assets with our intended acquisition of ESSA Bancorp, Inc. (“ESSA Bancorp”) and its banking subsidiary, ESSA Bank & Trust, based primarily in northeastern Pennsylvania (collectively, “ESSA”).

With full consideration of the impact of the prospective merger and the additional skilled employees and resources from both internal leadership development efforts and the ESSA employee base, we remain intently focused on achieving qualitative growth across our commercial, retail, and wealth management activities, while controlling the growth in staffing levels and overhead costs. Our collective Board and employee team is committed to our core strategic principles, including a focus on delivering increasing profitable and desirable financial services, while striving to most effectively realize the accretive value of our prospective acquisition, for the mutually beneficial and sustainable success of our valued investors and growing client base across our expanding franchise.”

Other Balance Sheet Highlights

Book value per common share was $26.34 at December 31, 2024, reflecting an increase from $26.13 at September 30, 2024 and $24.57 at December 31, 2023. Tangible book value per common share, a non-GAAP measure, was $24.24 as of December 31, 2024, reflecting an increase of $0.21, or 3.48% (annualized) from $24.03 as of September 30, 2024 and a year-over-year increase of $1.78, or 7.93%, from $22.46 as of December 31, 2023.¹ The increases in book value per common share and tangible book value per common share from September 30, 2024 to December 31, 2024 were primarily due to a $10.2 million increase in retained earnings, partially offset by a $6.3 million increased in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio for the fourth quarter of 2024. The increases in book value per common share and tangible book value per common share from December 31, 2023 to December 31, 2024 were primarily due to (i) a $35.4 million increase in retained earnings over the twelve months ended December 31, 2024, (ii) the Corporation’s repurchase of 23,988 common shares at a weighted average price of $18.38 in the second quarter of 2024, and (iii) a $2.5 million decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio for the past twelve months.

Loan Portfolio Profile

As part of its lending policy and risk management activities, the Corporation tracks lending exposure by industry classification and type to determine potential risks associated with industry concentrations, and if any concentration risk issues could lead to additional credit loss exposure. In the current post-pandemic and relatively inflationary economic environment, the Corporation has continued to evaluate its exposure to the office, hospitality, and multifamily industries within its commercial real estate portfolio. Even given the Corporation’s historically sound underwriting protocols and high credit quality standards for borrowers in the commercial real estate industry segments, the Corporation monitors numerous relevant sensitivity elements, including occupancy, loan-to-value, absorption and cap rates, debt service coverage and covenant compliance, and developer/lessor financial strength both in the project and globally. At December 31, 2024, the Corporation had the following key metrics related to its office, hospitality and multifamily portfolios:
- Commercial office loans:
  - There were 112 outstanding loans, totaling $113.7 million, or 2.47% of total Corporation loans outstanding;
  - There were no nonaccrual commercial office loans at December 31, 2024;
  - There were no past due commercial office loans at December 31, 2024; and
  - The average outstanding balance per commercial office loan was $1.0 million.
- Commercial hospitality loans:
  - There were 170 outstanding loans, totaling $321.6 million, or 6.98% of total Corporation loans outstanding;
  - There were no nonaccrual commercial hospitality loans at December 31, 2024;
  - There were no past due commercial hospitality loans at December 31, 2024; and
  - The average outstanding balance per commercial hospitality loan was $1.9 million.
- Commercial multifamily loans:
  - There were 225 outstanding loans, totaling $367.6 million, or 7.98% of total Corporation loans outstanding;
  - There were two nonaccrual commercial multifamily loan that totaled $20.7 million, or 5.62% of total multifamily loans outstanding. As previously discussed, one customer relationship did have a specific reserve of $885 thousand, while the other customer relationship did not have a related specific loss reserve at December 31, 2024;
  - There were three past due commercial multifamily loans that totaled $21.1 million, or 5.75% of total commercial multifamily loans outstanding at December 31, 2024; and
  - The average outstanding balance per commercial multifamily loan was $1.6 million.

The Corporation had no commercial office, hospitality or multifamily loan relationships considered by the banking regulators to be high volatility commercial real estate (“HVCRE”) credits.

Performance Ratios

Annualized return on average equity was 9.79% for the three months ended December 31, 2024, compared to 9.28% and 9.97% for the three months ended September 30, 2024 and December 31, 2023, respectively. Return on average equity was 9.21% for the twelve months ended December 31, 2024 compared to 10.54% for the twelve months ended December 31, 2023.
Annualized return on average tangible common equity, a non-GAAP measure, was 10.90% for the three months ended December 31, 2024, compared to 10.33% and 11.27% for the three months ended September 30, 2024 and December 31, 2023, respectively.¹ Return on average tangible common equity, a non-GAAP measure, was 10.25% for the twelve months ended December 31, 2024 compared to 11.98% for the twelve months ended December 31, 2023.¹
The Corporation’s efficiency ratio was 63.68% for the three months ended December 31, 2024, compared to 66.34% and 67.66% for the three months ended September 30, 2024 and December 31, 2023, respectively. The efficiency ratio on a fully tax-equivalent basis, a non-GAAP measure, was 63.02% for the three months ended December 31, 2024, compared to 65.58% and 66.93% for the three months ended September 30, 2024 and December 31, 2023, respectively.¹ The decrease for the three months ended December 31, 2024 compared to the three months ended September 30, 2024 was primarily driven by an increase in net interest income, coupled with lower non-interest expenses, primarily due to decreases in salaries and benefits, as discussed in more detail below.
The Corporation’s efficiency ratio was 66.20% for the twelve months ended December 31, 2024, compared to 65.13% for the twelve months ended December 31, 2023. The efficiency ratio on a fully tax-equivalent basis, a non-GAAP ratio, was 65.47% for the twelve months ended December 31, 2024, compared to 64.45% the twelve months ended December 31, 2023.¹

Revenue

Total revenue (net interest income plus non-interest income) was $59.4 million for the three months ended December 31, 2024, an increase when compared to $58.5 million and $56.8 million for the three months ended September 30, 2024 and December 31, 2023, respectively.
- Net interest income was $49.0 million for the three months ended December 31, 2024, compared to $47.5 million and $47.7 million for the three months ended September 30, 2024 and December 31, 2023, respectively. When comparing the fourth quarter of 2024 to the third quarter of 2024, the increase in net interest income of $1.6 million, or 3.28% (13.05% annualized), was primarily driven by targeted interest-bearing deposit rate decreases as a result of the Federal Reserve rate decreases since mid-September 2024.
- Net interest margin was 3.44%, 3.43% and 3.54% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.43%, 3.42% and 3.51% for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively.¹
  - The yield on earning assets of 5.84% for the three months ended December 31, 2024 decreased 14 basis points from September 30, 2024 and increased 2 basis points from December 31, 2023. The decrease in yield compared to September 30, 2024 was attributable to the net impact of declining interest rates on floating-rate loans as a result of the Federal Reserve decreases to the Prime rate (upon which the majority of the Corporation’s floating rate loans are indexed).
  - The cost of interest-bearing liabilities of 3.03% for the three months ended December 31, 2024 decreased 18 basis points from September 30, 2024 and increased 14 basis points from December 31, 2023. When comparing the fourth quarter of 2024 to the third quarter of 2024, the decrease in the cost of interest-bearing liabilities is primarily the result of the Corporation’s targeted interest-bearing deposit rate decreases in response to the Federal Reserve rate decreases since mid-September 2024.
Total revenue was $226.6 million for the twelve months ended December 31, 2024 compared to $223.2 million for the twelve months ended December 31, 2023.
- Net interest income was $187.5 million for the twelve months ended December 31, 2024 compared to $189.8 million for the twelve months ended December 31, 2023. When comparing the twelve months ended December 31, 2024 to the twelve months ended December 31, 2023, the decrease in net interest income of $2.4 million, or 1.24%, was due to an increase in the Corporation’s interest expense, as a result of targeted interest-bearing deposit rate increases to ensure both deposit growth and retention, more than offsetting the interest income growth from both year-over-year loan growth and the impact of higher interest rates for much of the 2024 year resulting in greater income on loans, coupled with a higher average balance of earnings on excess liquidity maintained as interest-bearing deposits with the Federal Reserve.
- Net interest margin was 3.41% and 3.63% for the twelve months ended December 31, 2024 and 2023, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.39% and 3.61% for the twelve months ended December 31, 2024 and 2023, respectively.¹
  - The yield on earning assets of 5.88% for the twelve months ended December 31, 2024 increased 31 basis points from the twelve months ended December 31, 2023. The increase in yield compared to December 31, 2023 was attributable to the net benefit of higher interest rates on both variable-rate loans and new loan production.
  - The cost of interest-bearing liabilities of 3.11% for the twelve months ended December 31, 2024 increased 62 basis points from the twelve months ended December 31, 2023 primarily as a result of the Corporation’s targeted interest-bearing deposit rate increases for deposit retention and growth initiatives given the competitive environment resulting from the numerous Federal Reserve rate hikes since the first quarter of 2022 that did not start to have some easing measures until late in 2024.
Total non-interest income was $10.3 million for the three months ended December 31, 2024 compared to $11.0 million and $9.1 million for the three months ended September 30, 2024 and December 31, 2023, respectively. The three months ended December 31, 2024 included increases in net realized and unrealized losses on equity securities compared to the three months ended September 30, 2024. The increase in fourth quarter 2024 non-interest income compared to the three months ended December 31, 2023 was primarily due to increased wealth and asset management fees and higher pass-through income from small business investment companies (“SBICs”), partially offset by an increase in net realized and unrealized losses on equity securities.
Total non-interest income was $39.1 million for the twelve months ended December 31, 2024 compared to $33.3 million for the twelve months ended December 31, 2023. This increase was primarily due to higher pass-through income from SBICs coupled with an increase in net realized and unrealized gains on equity securities and an increase in wealth and asset management fees.

Non-Interest Expense

For the three months ended December 31, 2024 total non-interest expense was $37.8 million, compared to $38.8 million and $38.5 million for the three months ended September 30, 2024 and December 31, 2023, respectively. The decrease of $979 thousand, or 2.52%, from the three months ended September 30, 2024, was primarily due to a decrease in salaries and benefits. The decrease in salaries and benefits resulted primarily from a decrease in incentive compensation accruals (which are based on various components of the Corporation’s financial performance for the year), coupled with the timing of retirement plan contribution accruals and lower supplemental executive retirement plan accruals with the departure of an executive during the fourth quarter, as previously disclosed. The $645 thousand decrease in non-interest expense compared to the three months ended December 31, 2023 was primarily due to lower salaries and benefits driven by reduced incentive compensation accruals, along with a decrease in quarterly advertising expense. These decreases were partially offset by higher card processing and interchange expenses resulting from fourth quarter 2023 accrual adjustments related to changes in the Corporation’s cardholder rewards program.
For the twelve months ended December 31, 2024 total non-interest expense was $150.0 million, compared to $145.3 million for the twelve months ended December 31, 2023. The increase of $4.7 million, or 3.21%, from the twelve months ended December 31, 2023 was primarily a result of an increase in salaries and benefits and technology expenses The increase in salaries and benefits was driven by an increase in personnel costs related to annual merit increases and growth in the Corporation’s staff and new offices in its expansion markets (Cleveland, OH and Roanoke, VA), while the increase in technology was primarily due to usage and licensing increases in year-over-year investments in applications aimed at enhancing both customer online banking capabilities, customer call center communications, and in-branch technology delivery channels.

Income Taxes

Income tax expense for the three months ended December 31, 2024 was $3.6 million, representing a 19.14% effective tax rate, compared to $3.3 million, representing an 19.31% effective tax rate, for the three months ended September 30, 2024 and $3.2 million, representing a 18.45% effective tax rate, for the three months ended December 31, 2023. Income tax expense for the twelve months ended December 31, 2024 was $12.8 million, representing an 18.98% effective tax rate compared to $13.8 million, representing a 19.22% effective tax rate, for the twelve months ended December 31, 2023.

Asset Quality

Based upon the addition of one larger nonaccrual loan relationship in the fourth quarter of 2024 as discussed above, total nonperforming assets were approximately $59.5 million, or 0.96% of total assets, as of December 31, 2024, compared to $42.0 million, or 0.70% of total assets, as of September 30, 2024, and $31.8 million, or 0.55% of total assets, as of December 31, 2023.
The allowance for credit losses measured as a percentage of total loans was 1.03% as of December 31, 2024 compared to 1.02% as of September 30, 2024 and 1.03% as of December 31, 2023. In addition, the allowance for credit losses as a percentage of nonaccrual loans was 84.08% as of December 31, 2024, compared to 117.03% and 154.63% as of September 30, 2024 and December 31, 2023, respectively. The change in the allowance for credit losses as a percentage of nonaccrual loans was primarily attributable to the levels of nonperforming assets, as discussed above.
The provision for credit losses was $2.9 million for the three months ended December 31, 2024, compared to $2.4 million and $1.2 million for the three months ended September 30, 2024 and December 31, 2023, respectively. The $549 thousand increase in the provision expense for the fourth quarter of 2024 compared to the third quarter of 2024 was primarily a result of increased net loan charge-offs in the fourth quarter of 2024. The $1.7 million increase in the provision expense for the three months ended December 31, 2024 compared to the three months ended December 31, 2023 was primarily due to both required provisioning to cover loan portfolio growth, and the increased net loan charge-offs in the fourth quarter of 2024 compared to the fourth quarter of 2023.
As discussed in more detail above, for the three months ended December 31, 2024, net loan charge-offs were $2.1 million, or 0.19% (annualized) of average total loans and loans held for sale, compared to $1.2 million, or 0.11% (annualized) of average total loans and loans held for sale, during the three months ended September 30, 2024, and $1.2 million, or 0.11% (annualized) of average total loans and loans held for sale, during the three months ended December 31, 2023.
For the twelve months ended December 31, 2024, net loan charge-offs were $7.5 million, or 0.17%, of average total loans and loans held for sale, compared to $3.4 million, or 0.08%, of average total loans and loans held for sale, during the twelve months ended December 31, 2023, with a couple of the larger charge-offs occurring in the first and second quarters of 2024, as previously disclosed in those periods.

Capital

As of December 31, 2024, the Corporation’s total shareholders’ equity was $610.7 million, representing an increase of $4.3 million, or 0.71% (2.84% annualized), from September 30, 2024 and an increase of $39.4 million, or 6.91%, from December 31, 2023. The changes resulted from an increase in the Corporation’s retained earnings (net income, partially offset by the common and preferred stock dividends paid) and a decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio. The additions to shareholders equity from retained earnings were also partially offset by the Corporation’s repurchase of some of its common stock.
Regulatory capital ratios for the Corporation continue to exceed regulatory “well-capitalized” levels as of December 31, 2024, consistent with prior periods.
As of December 31, 2024, the Corporation’s ratio of common shareholders’ equity to total assets was 8.93% compared to 9.12% at September 30, 2024 and 8.93% at December 31, 2023. As of December 31, 2024, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, was 8.28% compared to 8.45% at September 30, 2024 and 8.22% at December 31, 2023. The decrease in the December 31, 2024 ratio compared to September 30, 2024 was primarily the result of an increase in accumulated other comprehensive loss, partially offset by an increase in retained earnings, as discussed above.¹

Recent Events

On January 10, 2025, the Corporation announced that the Corporation and CNB Bank entered into a definitive merger agreement (the “Merger Agreement”) with ESSA in an all-stock transaction. Under the terms of the Merger Agreement, each outstanding share of ESSA Bancorp common stock will be converted into the right to receive 0.8547 shares of the Corporation’s common stock. The transaction is currently expected to close in the third quarter of 2025, subject to customary closing conditions, including the receipt of regulatory approvals, and approval by the shareholders of ESSA Bancorp and the Corporation.

About CNB Financial Corporation

CNB Financial Corporation is a financial holding company with consolidated assets of approximately $6.2 billion. CNB Financial Corporation conducts business primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, one drive-up office, one mobile office, and 55 full-service offices in Pennsylvania, Ohio, New York, and Virginia. CNB Bank, headquartered in Clearfield, Pennsylvania, with offices in Central and North Central Pennsylvania, serves as the multi-brand parent to various divisions. These divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in Northwest Pennsylvania and Northeast Ohio; FCBank, based in Worthington, Ohio, with offices in Central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; Ridge View Bank, based in Roanoke, Virginia, with offices in the Southwest Virginia region; and Impressia Bank, a division focused on banking opportunities for women, which operates in CNB Bank’s primary market areas. Additional information about CNB Financial Corporation may be found at www.CNBBank.bank.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the Corporation’s financial condition, liquidity, results of operations, future performance and business. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond the Corporation’s control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” The Corporation’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, include, but are not limited to, (i) adverse changes or conditions in capital and financial markets, including actual or potential stresses in the banking industry; (ii) changes in interest rates; (iii) the credit risks of lending activities, including our ability to estimate credit losses and the allowance for credit losses, as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs; (iv) effectiveness of our data security controls in the face of cyber attacks and any reputational risks following a cybersecurity incident; (v) changes in general business, industry or economic conditions or competition; (vi) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (vii) governmental approvals of the Corporation’s pending merger with ESSA may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (viii) the Corporation’s shareholders and/or the shareholders of ESSA may fail to approve the merger; (ix) higher than expected costs or other difficulties related to integration of combined or merged businesses; (x) the effects of business combinations and other acquisition transactions, including the inability to realize our loan and investment portfolios; (xi) changes in the quality or composition of our loan and investment portfolios; (xii) adequacy of loan loss reserves; (xiii) increased competition; (xiv) loss of certain key officers; (xv) deposit attrition; (xvi) rapidly changing technology; (xvii) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xviii) changes in the cost of funds, demand for loan products or demand for financial services; and (xix) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices. Such developments could have an adverse impact on the Corporation’s financial position and results of operations. For more information about factors that could cause actual results to differ from those discussed in the forward-looking statements, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and the forward-looking statement disclaimers in the Corporation’s annual and quarterly reports filed with the Securities and Exchange Commission.

The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. Factors or events that could cause the Corporation’s actual results to differ may emerge from time to time, and it is not possible for the Corporation to predict all of them. The Corporation undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur and you should not put undue reliance on any forward-looking statements.


CNB FINANCIAL CORPORATION CONSOLIDATED FINANCIAL DATA Unaudited (dollars in thousands, except per share data)

	Three Months Ended									Twelve Months Ended
	December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Income Statement
Interest and fees on loans	$	74,164		$	75,725		$	73,014		$	293,544		$	273,223
Interest and dividends on securities and cash and cash equivalents		9,514			7,510			6,194			31,926			20,473
Interest expense		(34,634	)		(35,749	)		(31,514	)		(138,001	)		(103,867	)
Net interest income		49,044			47,486			47,694			187,469			189,829
Provision for credit losses		2,930			2,381			1,242			9,222			5,993
Net interest income after provision for credit losses		46,114			45,105			46,452			178,247			183,836
Non-interest income
Wealth and asset management fees		1,976			2,060			1,684			7,845			7,251
Service charges on deposit accounts		1,712			1,790			1,803			6,990			7,372
Other service charges and fees		770			796			727			2,973			3,010
Net realized gains (losses) on available-for-sale securities		83			(9	)		—			74			52
Net realized and unrealized gains (losses) on equity securities		(13	)		656			543			754			(387	)
Mortgage banking		93			197			160			673			676
Bank owned life insurance		784			775			734			3,110			2,945
Card processing and interchange income		2,222			2,241			2,082			8,666			8,301
Other non-interest income		2,694			2,467			1,404			8,029			4,115
Total non-interest income		10,321			10,973			9,137			39,114			33,335
Non-interest expenses
Salaries and benefits		18,501			19,572			19,200			74,536			71,062
Net occupancy expense of premises		3,816			3,701			3,719			14,737			14,509
Technology expense		5,743			5,417			5,525			21,805			20,202
Advertising expense		684			623			1,048			2,545			3,133
State and local taxes		1,090			1,256			1,018			4,726			4,126
Legal, professional, and examination fees		986			940			1,247			4,217			4,414
FDIC insurance premiums		864			846			978			3,718			3,879
Card processing and interchange expenses		1,325			1,193			756			4,575			5,025
Other non-interest expense		4,796			5,236			4,959			19,143			18,992
Total non-interest expenses		37,805			38,784			38,450			150,002			145,342
Income before income taxes		18,630			17,294			17,139			67,359			71,829
Income tax expense		3,566			3,340			3,162			12,784			13,809
Net income		15,064			13,954			13,977			54,575			58,020
Preferred stock dividends		1,076			1,076			1,076			4,302			4,302
Net income available to common shareholders	$	13,988		$	12,878		$	12,901		$	50,273		$	53,718

Ending shares outstanding		20,987,992			20,994,730			20,896,439			20,987,992			20,896,439
Average diluted common shares outstanding		20,929,885			20,911,862			20,841,528			20,900,037			20,944,376
Diluted earnings per common share	$	0.66		$	0.61		$	0.62		$	2.39		$	2.55
Cash dividends per common share	$	0.180		$	0.180		$	0.175		$	0.710		$	0.700
Dividend payout ratio		27	%		30	%		28	%		30	%		27	%


CNB FINANCIAL CORPORATION CONSOLIDATED FINANCIAL DATA Unaudited (dollars in thousands, except per share data)

	Three Months Ended									Twelve Months Ended
	December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Average Balances
Total loans and loans held for sale	$	4,556,770		$	4,536,702		$	4,463,644		$	4,491,304		$	4,396,341
Investment securities		744,149			722,577			730,050			733,055			760,976
Total earning assets		5,674,794			5,503,832			5,343,817			5,499,187			5,232,117
Total assets		6,085,277			5,907,115			5,719,313			5,894,958			5,601,371
Noninterest-bearing deposits		832,168			795,771			759,781			781,780			793,713
Interest-bearing deposits		4,442,150			4,319,606			4,217,771			4,328,430			4,037,554
Shareholders’ equity		612,184			597,984			556,245			592,550			550,333
Tangible common shareholders’ equity (non-GAAP)⁽¹⁾		510,308			496,091			454,294			490,647			448,355

Average Yields (annualized)
Total loans and loans held for sale		6.50	%		6.66	%		6.51	%		6.55	%		6.23	%
Investment securities		2.40	%		2.19	%		1.96	%		2.19	%		1.96	%
Total earning assets		5.84	%		5.98	%		5.82	%		5.88	%		5.57	%
Interest-bearing deposits		3.00	%		3.19	%		2.86	%		3.08	%		2.42	%
Interest-bearing liabilities		3.03	%		3.21	%		2.89	%		3.11	%		2.49	%

Performance Ratios (annualized)
Return on average assets		0.98	%		0.94	%		0.97	%		0.93	%		1.04	%
Return on average equity		9.79	%		9.28	%		9.97	%		9.21	%		10.54	%
Return on average tangible common equity (non-GAAP)⁽¹⁾		10.90	%		10.33	%		11.27	%		10.25	%		11.98	%
Net interest margin, fully tax equivalent basis (non-GAAP)⁽¹⁾		3.43	%		3.42	%		3.51	%		3.39	%		3.61	%
Efficiency Ratio, fully tax equivalent basis (non-GAAP)⁽¹⁾		63.02	%		65.58	%		66.93	%		65.47	%		64.45	%

Net Loan Charge-Offs
CNB Bank net loan charge-offs	$	1,719		$	837		$	747		$	5,782		$	1,702
Holiday Financial net loan charge-offs		425			383			487			1,730			1,739
Total Corporation net loan charge-offs	$	2,144		$	1,220		$	1,234		$	7,512		$	3,441
Annualized net loan charge-offs / average total loans and loans held for sale		0.19	%		0.11	%		0.11	%		0.17	%		0.08	%


CNB FINANCIAL CORPORATION CONSOLIDATED FINANCIAL DATA Unaudited (dollars in thousands, except per share data)

	December 31, 2024			September 30, 2024			December 31, 2023
Ending Balance Sheet
Cash and due from banks	$	63,771		$	75,214		$	54,789
Interest-bearing deposits with Federal Reserve		375,009			281,972			164,385
Interest-bearing deposits with other financial institutions		4,255			3,723			2,872
Total cash and cash equivalents		443,035			360,909			222,046
Debt securities available-for-sale, at fair value		468,546			378,965			341,955
Debt securities held-to-maturity, at amortized cost		306,081			328,152			388,968
Equity securities		10,456			10,389			9,301
Loans held for sale		762			768			675
Loans receivable
Syndicated loans		79,882			69,470			108,710
Loans		4,529,074			4,522,438			4,359,718
Total loans receivable		4,608,956			4,591,908			4,468,476
Less: allowance for credit losses		(47,357	)		(46,644	)		(45,832	)
Net loans receivable		4,561,599			4,545,264			4,422,644
Goodwill and other intangibles		43,874			43,874			43,874
Core deposit intangible		206			223			280
Other assets		357,451			346,300			323,214
Total Assets	$	6,192,010		$	6,014,844		$	5,752,957

Noninterest-bearing demand deposits	$	819,680		$	841,292		$	728,881
Interest-bearing demand deposits		706,796			681,056			803,093
Savings		3,122,028			3,040,769			2,960,282
Certificates of deposit		722,860			653,832			506,494
Total deposits		5,371,364			5,216,949			4,998,750
Subordinated debentures		20,620			20,620			20,620
Subordinated notes, net of issuance costs		84,570			84,495			84,267
Other liabilities		104,761			86,417			78,073
Total liabilities		5,581,315			5,408,481			5,181,710
Common stock		—			—			—
Preferred stock		57,785			57,785			57,785
Additional paid in capital		219,876			219,304			220,495
Retained earnings		381,296			371,086			345,935
Treasury stock		(4,689	)		(4,516	)		(6,890	)
Accumulated other comprehensive loss		(43,573	)		(37,296	)		(46,078	)
Total shareholders’ equity		610,695			606,363			571,247
Total liabilities and shareholders’ equity	$	6,192,010		$	6,014,844		$	5,752,957

Book value per common share	$	26.34		$	26.13		$	24.57
Tangible book value per common share (non-GAAP)⁽¹⁾	$	24.24		$	24.03		$	22.46


CNB FINANCIAL CORPORATION CONSOLIDATED FINANCIAL DATA Unaudited (dollars in thousands, except per share data)

	December 31, 2024			September 30, 2024			December 31, 2023
Capital Ratios
Tangible common equity / tangible assets (non-GAAP)⁽¹⁾		8.28	%		8.45	%		8.22	%
Tier 1 leverage ratio⁽²⁾		10.43	%		10.59	%		10.54	%
Common equity tier 1 ratio⁽²⁾		11.76	%		11.64	%		11.49	%
Tier 1 risk-based ratio⁽²⁾		13.41	%		13.30	%		13.20	%
Total risk-based ratio⁽²⁾		16.16	%		16.06	%		15.99	%

Asset Quality Detail
Nonaccrual loans	$	56,323		$	39,855		$	29,639
Loans 90+ days past due and accruing		653			666			55
Total nonperforming loans		56,976			40,521			29,694
Other real estate owned		2,509			1,514			2,111
Total nonperforming assets	$	59,485		$	42,035		$	31,805

Asset Quality Ratios
Nonperforming assets / Total loans + OREO		1.29	%		0.92	%		0.71	%
Nonperforming assets / Total assets		0.96	%		0.70	%		0.55	%
Ratio of allowance for credit losses on loans to nonaccrual loans		84.08	%		117.03	%		154.63	%
Allowance for credit losses / Total loans		1.03	%		1.02	%		1.03	%


Consolidated Financial Data Notes:
⁽¹⁾Management uses non-GAAP financial information in its analysis of the Corporation’s performance. Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. The Corporation’s management believes that investors may use these non-GAAP measures to analyze the Corporation’s financial performance without the impact of unusual items or events that may obscure trends in the Corporation’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures and that different companies might calculate these measures differently. A reconciliation of these non-GAAP financial measures is provided below (dollars in thousands, except per share data).
⁽²⁾Capital ratios as of December 31, 2024 are estimated pending final regulatory filings.


CNB FINANCIAL CORPORATION CONSOLIDATED FINANCIAL DATA Unaudited (dollars in thousands, except per share data)

	Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
	Three Months Ended,
	December 31, 2024							September 30, 2024							December 31, 2023
	Average Balance			Annual Rate		Interest Inc./Exp.		Average Balance			Annual Rate		Interest Inc./Exp.		Average Balance			Annual Rate		Interest Inc./Exp.
ASSETS:
Securities:
Taxable^{(1) (4)}	$	711,286		2.36	%	$	4,487	$	690,098		2.14	%	$	3,980	$	694,369		1.89	%	$	3,626
Tax-exempt^{(1) (2) (4)}		25,489		2.67			184		25,368		2.57			178		27,590		2.55			198
Equity securities^{(1) (2)}		7,374		5.77			107		7,111		5.71			102		8,091		5.54			113
Total securities⁽⁴⁾		744,149		2.40			4,778		722,577		2.19			4,260		730,050		1.96			3,937
Loans receivable:
Commercial^{(2) (3)}		1,458,902		6.77			24,824		1,457,192		7.02			25,708		1,467,452		7.07			26,165
Mortgage and loans held for sale^{(2) (3)}		2,965,914		6.12			45,633		2,947,787		6.25			46,278		2,860,619		5.99			43,166
Consumer⁽³⁾		131,954		11.93			3,956		131,723		11.93			3,950		135,573		11.38			3,890
Total loans receivable⁽³⁾		4,556,770		6.50			74,413		4,536,702		6.66			75,936		4,463,644		6.51			73,221
Interest-bearing deposits with the Federal Reserve and other financial institutions		373,875		5.08			4,771		244,553		5.33			3,279		150,123		6.06			2,292
Total earning assets		5,674,794		5.84		$	83,962		5,503,832		5.98		$	83,475		5,343,817		5.82		$	79,450
Noninterest-bearing assets:
Cash and due from banks		59,445							58,472							55,815
Premises and equipment		124,398							118,404							109,469
Other assets		273,326							272,377							256,253
Allowance for credit losses		(46,686	)						(45,970	)						(46,041	)
Total non interest-bearing assets		410,483							403,283							375,496
TOTAL ASSETS	$	6,085,277						$	5,907,115						$	5,719,313
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Demand—interest-bearing	$	686,359		0.83	%	$	1,437	$	682,690		0.86	%	$	1,477	$	778,488		0.55	%	$	1,081
Savings		3,068,451		3.26			25,139		3,076,351		3.55			27,461		2,920,026		3.36			24,712
Time		687,340		4.02			6,953		560,565		4.03			5,684		519,257		3.50			4,587
Total interest-bearing deposits		4,442,150		3.00			33,529		4,319,606		3.19			34,622		4,217,771		2.86			30,380
Short-term borrowings		—		0.00			—		—		0.00			—		0		0.00			0
Finance lease liabilities		212		3.75			2		236		5.06			3		305		3.90			3
Subordinated notes and debentures		105,153		4.17			1,103		105,077		4.26			1,124		104,849		4.28			1,131
Total interest-bearing liabilities		4,547,515		3.03		$	34,634		4,424,919		3.21		$	35,749		4,322,925		2.89		$	31,514
Demand—noninterest-bearing		832,168							795,771							759,781
Other liabilities		93,410							88,441							80,362
Total Liabilities		5,473,093							5,309,131							5,163,068
Shareholders’ equity		612,184							597,984							556,245
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	6,085,277						$	5,907,115						$	5,719,313
Interest income/Earning assets				5.84	%	$	83,962				5.98	%	$	83,475				5.82	%	$	79,450
Interest expense/Interest-bearing liabilities				3.03			34,634				3.21			35,749				2.89			31,514
Net interest spread				2.81	%	$	49,328				2.77	%	$	47,726				2.93	%	$	47,936
Interest income/Earning assets				5.84	%		83,962				5.98	%		83,475				5.82	%		79,450
Interest expense/Earning assets				2.41			34,634				2.56			35,749				2.31			31,514
Net interest margin (fully tax-equivalent)				3.43	%	$	49,328				3.42	%	$	47,726				3.51	%	$	47,936

_____________________________________
⁽¹⁾Includes unamortized discounts and premiums.
⁽²⁾Average yields are stated on a fully taxable equivalent basis (calculated using statutory rates of 21%) resulting from tax-free municipal securities in the investment portfolio and tax-free municipal loans in the commercial loan portfolio. The taxable equivalent adjustment to net interest income for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023 was $284 thousand, $240 thousand and $242 thousand, respectively.
⁽³⁾Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consist of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees, including PPP deferred processing fees.
⁽⁴⁾Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023 was $(47.0) million, $(51.1) million and $(68.5) million, respectively.


CNB FINANCIAL CORPORATION CONSOLIDATED FINANCIAL DATA Unaudited (dollars in thousands, except per share data)

	Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
	Twelve Months Ended,
	December 31, 2024							December 31, 2023
	Average Balance			Annual Rate		Interest Inc./Exp.		Average Balance			Annual Rate		Interest Inc./Exp.
ASSETS:
Securities:
Taxable^{(1) (4)}	$	700,078		2.14	%	$	16,059	$	720,818		1.89	%	$	14,766
Tax-exempt^{(1) (2) (4)}		25,919		2.60			731		30,153		2.59			844
Equity securities^{(1) (2)}		7,058		5.71			403		10,005		5.09			509
Total securities⁽⁴⁾		733,055		2.19			17,193		760,976		1.96			16,119
Loans receivable:
Commercial^{(2) (3)}		1,440,667		6.88			99,184		1,501,202		6.63			99,587
Mortgage and loans held for sale^{(2) (3)}		2,920,537		6.15			179,645		2,765,484		5.77			159,606
Consumer⁽³⁾		130,100		11.95			15,547		129,655		11.47			14,868
Total loans receivable⁽³⁾		4,491,304		6.55			294,376		4,396,341		6.23			274,061
Interest-bearing deposits with the Federal Reserve and other financial institutions		274,828		5.41			14,856		74,800		6.03			4,513
Total earning assets		5,499,187		5.88		$	326,425		5,232,117		5.57		$	294,693
Noninterest-bearing assets:
Cash and due from banks		56,295							54,824
Premises and equipment		116,341							107,635
Other assets		269,167							251,725
Allowance for credit losses		(46,032	)						(44,930	)
Total non interest-bearing assets		395,771							369,254
TOTAL ASSETS	$	5,894,958						$	5,601,371
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Demand—interest-bearing	$	705,488		0.77	%	$	5,451	$	853,632		0.54	%	$	4,626
Savings		3,052,031		3.46			105,675		2,666,905		2.92			77,782
Time		570,911		3.92			22,367		517,017		2.97			15,362
Total interest-bearing deposits		4,328,430		3.08			133,493		4,037,554		2.42			97,770
Short-term borrowings		—		0.00			—		35,224		5.07			1,787
Finance lease liabilities		247		4.45			11		339		4.42			15
Subordinated notes and debentures		105,039		4.28			4,497		104,735		4.10			4,295
Total interest-bearing liabilities		4,433,716		3.11		$	138,001		4,177,852		2.49		$	103,867
Demand—noninterest-bearing		781,780							793,713
Other liabilities		86,912							79,473
Total Liabilities		5,302,408							5,051,038
Shareholders’ equity		592,550							550,333
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,894,958						$	5,601,371
Interest income/Earning assets				5.88	%	$	326,425				5.57	%	$	294,693
Interest expense/Interest-bearing liabilities				3.11			138,001				2.49			103,867
Net interest spread				2.77	%	$	188,424				3.08	%	$	190,826
Interest income/Earning assets				5.88	%		326,425				5.57	%		294,693
Interest expense/Earning assets				2.49			138,001				1.96			103,867
Net interest margin (fully tax-equivalent)				3.39	%	$	188,424				3.61	%	$	190,826

_____________________________________
⁽¹⁾Includes unamortized discounts and premiums.
⁽²⁾Average yields are stated on a fully taxable equivalent basis (calculated using statutory rates of 21%) resulting from tax-free municipal securities in the investment portfolio and tax-free municipal loans in the commercial loan portfolio. The taxable equivalent adjustment to net interest income for the twelve months ended December 31, 2024 and 2023, was $955 thousand and $997 thousand, respectively.
⁽³⁾Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consist of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees, including PPP deferred processing fees.
⁽⁴⁾Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the twelve months ended December 31, 2024 and 2023 was $(53.1) million and $(61.1) million, respectively.


CNB FINANCIAL CORPORATION CONSOLIDATED FINANCIAL DATA Unaudited (dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

	December 31, 2024			September 30, 2024			December 31, 2023
Calculation of tangible book value per common share and tangible common equity / tangible assets (non-GAAP):
Shareholders’ equity	$	610,695		$	606,363		$	571,247
Less: preferred equity		57,785			57,785			57,785
Common shareholders’ equity		552,910			548,578			513,462
Less: goodwill and other intangibles		43,874			43,874			43,874
Less: core deposit intangible		206			223			280
Tangible common equity (non-GAAP)	$	508,830		$	504,481		$	469,308

Total assets	$	6,192,010		$	6,014,844		$	5,752,957
Less: goodwill and other intangibles		43,874			43,874			43,874
Less: core deposit intangible		206			223			280
Tangible assets (non-GAAP)	$	6,147,930		$	5,970,747		$	5,708,803

Ending shares outstanding		20,987,992			20,994,730			20,896,439

Book value per common share (GAAP)	$	26.34		$	26.13		$	24.57
Tangible book value per common share (non-GAAP)	$	24.24		$	24.03		$	22.46

Common shareholders’ equity / Total assets (GAAP)		8.93	%		9.12	%		8.93	%
Tangible common equity / Tangible assets (non-GAAP)		8.28	%		8.45	%		8.22	%


CNB FINANCIAL CORPORATION CONSOLIDATED FINANCIAL DATA Unaudited (dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

	Three Months Ended									Twelve Months Ended
	December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Calculation of net interest margin:
Interest income	$	83,678		$	83,235		$	79,208		$	325,470		$	293,696
Interest expense		34,634			35,749			31,514			138,001			103,867
Net interest income	$	49,044		$	47,486		$	47,694		$	187,469		$	189,829

Average total earning assets	$	5,674,794		$	5,503,832		$	5,343,817		$	5,499,187		$	5,232,117

Net interest margin (GAAP) (annualized)		3.44	%		3.43	%		3.54	%		3.41	%		3.63	%

Calculation of net interest margin (fully tax equivalent basis) (non-GAAP):
Interest income	$	83,678		$	83,235		$	79,208		$	325,470		$	293,696
Tax equivalent adjustment (non-GAAP)		284			240			242			955			997
Adjusted interest income (fully tax equivalent basis) (non-GAAP)		83,962			83,475			79,450			326,425			294,693
Interest expense		34,634			35,749			31,514			138,001			103,867
Net interest income (fully tax equivalent basis) (non-GAAP)	$	49,328		$	47,726		$	47,936		$	188,424		$	190,826

Average total earning assets	$	5,674,794		$	5,503,832		$	5,343,817		$	5,499,187		$	5,232,117
Less: average mark to market adjustment on investments (non-GAAP)		(46,988	)		(51,075	)		(68,546	)		(53,087	)		(61,089	)
Adjusted average total earning assets, net of mark to market (non-GAAP)	$	5,721,782		$	5,554,907		$	5,412,363		$	5,552,274		$	5,293,206

Net interest margin, fully tax equivalent basis (non-GAAP) (annualized)		3.43	%		3.42	%		3.51	%		3.39	%		3.61	%


CNB FINANCIAL CORPORATION CONSOLIDATED FINANCIAL DATA Unaudited (dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

	Three Months Ended						Twelve Months Ended
	December 31, 2024		September 30, 2024		December 31, 2023		December 31, 2024		December 31, 2023
Calculation of PPNR (non-GAAP):⁽¹⁾
Net interest income	$	49,044	$	47,486	$	47,694	$	187,469	$	189,829
Add: Non-interest income		10,321		10,973		9,137		39,114		33,335
Less: Non-interest expense		37,805		38,784		38,450		150,002		145,342
PPNR (non-GAAP)	$	21,560	$	19,675	$	18,381	$	76,581	$	77,822

⁽¹⁾Management believes that this is an important metric as it illustrates the underlying performance of the Corporation, it enables investors and others to assess the Corporation’s ability to generate capital to cover credit losses through the credit cycle and provides consistent reporting with a key metric used by bank regulatory agencies.

	Three Months Ended									Twelve Months Ended
	December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Calculation of efficiency ratio:
Non-interest expense	$	37,805		$	38,784		$	38,450		$	150,002		$	145,342

Non-interest income	$	10,321		$	10,973		$	9,137		$	39,114		$	33,335
Net interest income		49,044			47,486			47,694			187,469			189,829
Total revenue	$	59,365		$	58,459		$	56,831		$	226,583		$	223,164
Efficiency ratio		63.68	%		66.34	%		67.66	%		66.20	%		65.13	%

Calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):
Non-interest expense	$	37,805		$	38,784		$	38,450		$	150,002		$	145,342
Less: core deposit intangible amortization		16			18			19			73			84
Adjusted non-interest expense (non-GAAP)	$	37,789		$	38,766		$	38,431		$	149,929		$	145,258

Non-interest income	$	10,321		$	10,973		$	9,137		$	39,114		$	33,335

Net interest income	$	49,044		$	47,486		$	47,694		$	187,469		$	189,829
Less: tax exempt investment and loan income, net of TEFRA (non-GAAP)		1,508			1,473			1,383			5,635			5,425
Add: tax exempt investment and loan income (fully tax equivalent basis) (non-GAAP)		2,111			2,123			1,968			8,068			7,635
Adjusted net interest income (fully tax equivalent basis) (non-GAAP)		49,647			48,136			48,279			189,902			192,039
Adjusted net revenue (fully tax equivalent basis) (non-GAAP)	$	59,968		$	59,109		$	57,416		$	229,016		$	225,374

Efficiency ratio (fully tax equivalent basis) (non-GAAP)		63.02	%		65.58	%		66.93	%		65.47	%		64.45	%


CNB FINANCIAL CORPORATION CONSOLIDATED FINANCIAL DATA Unaudited (dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

	Three Months Ended									Twelve Months Ended
	December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Calculation of return on average tangible common equity (non-GAAP):
Net income	$	15,064		$	13,954		$	13,977		$	54,575		$	58,020
Less: preferred stock dividends		1,076			1,076			1,076			4,302			4,302
Net income available to common shareholders	$	13,988		$	12,878		$	12,901		$	50,273		$	53,718

Average shareholders’ equity	$	612,184		$	597,984		$	556,245		$	592,550		$	550,333
Less: average goodwill & intangibles		44,091			44,108			44,166			44,118			44,193
Less: average preferred equity		57,785			57,785			57,785			57,785			57,785
Tangible common shareholders’ equity (non-GAAP)	$	510,308		$	496,091		$	454,294		$	490,647		$	448,355

Return on average equity (GAAP) (annualized)		9.79	%		9.28	%		9.97	%		9.21	%		10.54	%
Return on average common equity (GAAP) (annualized)		10.04	%		9.48	%		10.27	%		9.40	%		10.91	%
Return on average tangible common equity (non-GAAP) (annualized)		10.90	%		10.33	%		11.27	%		10.25	%		11.98	%

The MIL Network –

January 29, 2025

MIL-OSI: Enterprise Bancorp, Inc. Announces Fourth Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

Filed by Enterprise Bancorp, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934

Subject Company: Enterprise Bancorp, Inc.
SEC File No.: 001-33912
Date: January 28, 2025

LOWELL, Mass., Jan. 28, 2025 (GLOBE NEWSWIRE) — Enterprise Bancorp, Inc. (“Enterprise”) (NASDAQ: EBTC), parent of Enterprise Bank, announced its financial results for the three months ended December 31, 2024. Net income amounted to $10.7 million, or $0.86 per diluted common share, for the three months ended December 31, 2024, compared to $10.0 million, or $0.80 per diluted common share, for the three months ended September 30, 2024 and $7.9 million, or $0.64 per diluted common share, for the three months ended December 31, 2023.

On December 9, 2024, Enterprise and Enterprise Bank announced the signing of a definitive merger agreement with Independent Bank Corp. (“Independent”) and its wholly owned subsidiary, Rockland Trust Company (“Rockland Trust”), pursuant to which Enterprise will merge with and into Independent and Enterprise Bank will merge into Rockland Trust. The proposed merger is expected to close in the second half of 2025, subject to customary closing conditions, including regulatory approvals and approval of Enterprise shareholders. No vote of Independent Bank Corp. shareholders is required.

Selected financial results at or for the quarter ended December 31, 2024, compared to September 30, 2024, were as follows:

The returns on average assets and average equity were 0.89% and 11.82%, respectively.
Tax-equivalent net interest margin (non-GAAP) (“net interest margin”) was 3.29%, an increase of 7 basis points.
Total loans amounted to $3.98 billion, an increase of 3.2%.
Total deposits were relatively unchanged and amounted to $4.19 billion.
Wealth assets under management and administration amounted to $1.54 billion, an increase of 1.4%.

Chief Executive Officer Steven Larochelle commented, “As we continue to work toward the upcoming completion of the proposed merger with Rockland Trust, I am pleased to announce that our team continued to deliver strong results in the fourth quarter. Loan growth was once again robust at 3.2% for the quarter while operating results were positively impacted by margin expansion as we benefited from the impact of Federal Reserve Bank interest rate cuts coupled with the flattening of the yield curve.”

Executive Chairman & Founder George Duncan stated, “The news of our anticipated merger with Rockland Trust has been well received by our shareholders, customers and communities. The planning of our integration with them is going well and the anticipated synergies and cultural alignment of our two banks are being confirmed.”

Mr. Duncan added, “I congratulate Steve, and the whole team, for another very successful quarter and year. This was our third straight year of 12% loan growth, and I believe this is a testament to our relationship-based sales and service culture partnered with our strong commitment to community outreach and involvement.”

Net Interest Income

Net interest income for the three months ended December 31, 2024, amounted to $38.5 million, an increase of $2.0 million, or 5%, compared to the three months ended December 31, 2023. The increase was due primarily to an increase in loan interest income of $7.8 million, partially offset by an increase in deposit interest expense of $3.7 million and a decrease in income on other interest-earning assets of $1.5 million.

The increase in interest income during the fourth quarter of 2024, compared to the prior year quarter, was due primarily to loan growth and higher loan yields, while the increase in interest expense during the period was attributed primarily to an increase in certificates of deposit balances and higher market rates on deposits.

Net Interest Margin

Net interest margin for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, amounted to 3.29%, 3.22% and 3.29%, respectively.

Three months ended – December 31, 2024, compared to December 31, 2023

Net interest margin was positively impacted by loan growth and an increase in loan yields, offset by increases in average funding liabilities and funding costs as well as a decrease in the average balance of other interest-earning assets.

The increase in interest-earning asset yields of 27 basis points was due primarily to loan repricing and originations at higher interest rates while the increase in funding costs of 29 basis points was driven by higher market rates and growth in certificate of deposit balances.

Three months ended – December 31, 2024, compared to September 30, 2024

The increase in net interest margin was due primarily to loan growth and a decrease in funding costs, partially offset by decreases in interest-earning asset yields and the average balance of other interest-earning assets.

The decreases in funding costs of 10 basis points and interest-earning asset yields of 3 basis points were driven primarily by the 100 basis point reduction in the federal funds rate from September 2024 through December 2024. In addition, the decrease in other interest-earning assets resulted mainly from funding loan growth during the period.

Provision for Credit Losses

The provision for credit losses for the three-month periods ended December 31, 2024 and December 31, 2023, are presented below:

	Three months ended						Increase / (Decrease)
(Dollars in thousands)	December 31, 2024			December 31, 2023			Increase / (Decrease)
Provision for credit losses on loans – collectively evaluated	$	1,939		$	1,132		$	807
Provision for credit losses on loans – individually evaluated		(1,874	)		(27	)		(1,847	)
Provision for credit losses on loans		65			1,105			(1,040	)

Provision for unfunded commitments		(171	)		1,388			(1,559	)

Provision for credit losses	$	(106	)	$	2,493		$	(2,599	)

The decrease in the provision for credit losses of $2.6 million was due to net decreases in reserves on individually evaluated loans of $1.8 million and unfunded commitments of $1.6 million, partially offset by an increase in reserves on collectively evaluated loans of $807 thousand which was due primarily to loan growth.

The decrease in reserves on individually evaluated loans was due primarily to two commercial relationships that experienced improvement in their collateral valuation during the period and the decrease in reserves for unfunded commitments resulted primarily by a decrease in off-balance sheet commitments that required a reserve.

Non-Interest Income

Non-interest income for the three months ended December 31, 2024, amounted to $5.6 million, an increase of $69 thousand, or 1%, compared to the three months ended December 31, 2023. The increase was due primarily to increases in wealth management fees, income on bank-owned life insurance and other income, partially offset by a decrease in gains on equity securities.

Non-Interest Expense

Non-interest expense for the three months ended December 31, 2024, amounted to $29.8 million, an increase of $1.6 million, or 6%, compared to the three months ended December 31, 2023. The increase was due primarily to increases in salaries and employee benefits expense of $808 thousand and merger-related expenses of $1.1 million.

Income Taxes

The effective tax rate for the three months ended December 31, 2024, amounted to 25.4%, compared to 30.3% for the three months ended December 31, 2023. The decrease was due primarily to annual book to tax return adjustments in the prior year quarter.

Balance Sheet

Total assets amounted to $4.83 billion at December 31, 2024, compared to $4.47 billion at December 31, 2023, an increase of 8%.

Total investment securities at fair value amounted to $593.6 million at December 31, 2024, compared to $668.2 million at December 31, 2023. The decrease of 11% during the year ended December 31, 2024, was largely attributable to principal pay-downs, calls and maturities. In addition, unrealized losses on debt securities amounted to $101.8 million at December 31, 2024, compared to $102.9 million at December 31, 2023, a decrease of 1%.

Total loans amounted to $3.98 billion at December 31, 2024, compared to $3.57 billion at December 31, 2023. The increase of 12% during the year ended December 31, 2024, was due primarily to increases in commercial real estate and construction loans of $203.1 million and $94.9 million, respectively.

Total deposits amounted to $4.19 billion at December 31, 2024, compared to $3.98 billion at December 31, 2023. The increase of 5% during the year ended December 31, 2024, was due primarily to increases in money market and certificate of deposit balances of $51.5 million and $164.1 million, respectively.

Total borrowed funds amounted to $153.1 million at December 31, 2024, compared to $25.8 million at December 31, 2023. The increase of $127.4 million during the year ended December 31, 2024, the majority of which occurred at the end of December, resulted primarily from an increase in short-term advances used to support strong loan growth. Average borrowed funds during the fourth quarter of 2024 amounted to $37.8 million.

Total shareholders’ equity amounted to $360.7 million at December 31, 2024, compared to $329.1 million at December 31, 2023. The increase of 10% during the year ended December 31, 2024, was due primarily to an increase in retained earnings of $26.9 million.

Credit Quality

Selected credit quality metrics at December 31, 2024, compared to December 31, 2023, were as follows:

The allowance for credit losses (“ACL”) for loans amounted to $63.5 million, or 1.59% of total loans, compared to $59.0 million, or 1.65% of total loans. The decrease in the ACL for loans to total loan ratio was due primarily to a decrease in reserves on individually evaluated loans and a decrease in qualitative factors within our ACL model.
The reserve for unfunded commitments (included in other liabilities) amounted to $4.4 million, compared to $7.1 million. The decrease was driven primarily by a decrease in off-balance sheet commitments that required a reserve.
Non-performing loans amounted to $26.7 million, or 0.67% of total loans, compared to $11.4 million, or 0.32% of total loans. The increase resulted primarily from two individually evaluated commercial construction loans which were placed on non-accrual.

Net charge-offs for the year ended December 31, 2024, amounted to $206 thousand, or 0.01% of average total loans, compared to $105 thousand, or 0.00% of average total loans, for the year ended December 31, 2023.

Wealth Management

Wealth assets under management and administration, which are not carried as assets on the Company’s consolidated balance sheets, amounted to $1.54 billion at December 31, 2024, an increase of $215.8 million, or 16%, compared to December 31, 2023, and resulted primarily from an increase in market values.

About Enterprise Bancorp, Inc.

Enterprise Bancorp, Inc. is a Massachusetts corporation that conducts substantially all its operations through Enterprise Bank and Trust Company, commonly referred to as Enterprise Bank, and has reported 141 consecutive profitable quarters. Enterprise Bank is principally engaged in the business of attracting deposits from the general public and investing in commercial loans and investment securities. Through Enterprise Bank and its subsidiaries, the Company offers a range of commercial, residential and consumer loan products, deposit products and cash management services, electronic and digital banking options, as well as wealth management, and trust services. The Company’s headquarters and Enterprise Bank’s main office are located at 222 Merrimack Street in Lowell, Massachusetts. The Company’s primary market area is the Northern Middlesex, Northern Essex, and Northern Worcester counties of Massachusetts and the Southern Hillsborough and Southern Rockingham counties in New Hampshire. Enterprise Bank has 27 full-service branches located in the Massachusetts communities of Acton, Andover, Billerica (2), Chelmsford (2), Dracut, Fitchburg, Lawrence, Leominster, Lexington, Lowell (2), Methuen, North Andover, Tewksbury (2), Tyngsborough and Westford and in the New Hampshire communities of Derry, Hudson, Londonderry, Nashua (2), Pelham, Salem and Windham.

Forward-Looking Statements

This earnings release contains statements about future events that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by references to a future period or periods or by the use of the words “believe,” “expect,” “anticipate,” “intend,” “upcoming,” “estimate,” “assume,” “will,” “should,” “could,” “plan,” and other similar terms or expressions. Forward-looking statements should not be relied on because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties, and other factors may cause the actual results, performance, and achievements of the Company to be materially different from the anticipated future results, performance or achievements expressed in, or implied by, the forward-looking statements. Factors that could cause such differences include, but are not limited to, (i) disruption from the proposed merger with Independent; (ii) the risk that the proposed merger with Independent may not be completed in a timely manner or at all; (iii) the occurrence of any event, change, or other circumstances that could give rise to the termination of the proposed merger with Independent, including under circumstances that would require Enterprise to pay a termination fee; (iv) the failure to obtain necessary shareholder or regulatory approvals for the proposed merger with Independent; (v) the ability to successfully integrate the combined business; (vi) the possibility that the amount of the costs, fees, expenses, and charges related to the proposed merger with Independent may be greater than anticipated, including as a result of unexpected or unknown factors, events, or liabilities; (vii) the failure of the conditions to the proposed merger with Independent to be satisfied; (viii) reputational risk and the reaction of the parties’ customers to the proposed merger with Independent; (xi) the risk of potential litigation or regulatory action related to the proposed merger with Independent; (x) the impact on us and our customers of a decline in general economic conditions and any regulatory responses thereto; (xi) potential recession in the United States and our market areas; (xii) the impacts related to or resulting from uncertainty in the banking industry as a whole; (xiii) increased competition for deposits and related changes in deposit customer behavior; (xiv) the impact of changes in market interest rates, whether due to a continuation of the elevated interest rate environment or further reductions in interest rates and a resulting decline in net interest income; (xv) the lingering inflationary pressures, and the risk of the resurgence of elevated levels of inflation, in the United States and our market areas; (xvi) the uncertain impacts of ongoing quantitative tightening and current and future monetary policies of the Board of Governors of the Federal Reserve System; (xvii) increases in unemployment rates in the United States and our market areas; (xviii) declines in commercial real estate values and prices; (xix) uncertainty regarding United States fiscal debt, deficit and budget matters; (xx) cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks; (xxi) severe weather, natural disasters, acts of war or terrorism, geopolitical instability or other external events, including as a result of changes in U.S. presidential administrations or Congress, including potential changes in U.S. and international trade policies and the resulting impact on the Company and its customers; (xxii) competition and market expansion opportunities; (xxiii) changes in non-interest expenditures or in the anticipated benefits of such expenditures; (xxiv) changes in tax laws; (xxv) the risks related to the development, implementation, use and management of emerging technologies, including artificial intelligence and machine learnings; (xxvi) potential increased costs related to the impacts of climate change; and (xxvii) current or future litigation, regulatory examinations or other legal and/or regulatory actions. Therefore, the Company can give no assurance that the results contemplated in the forward-looking statements will be realized and readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release. For more information about these factors, please see our reports filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q on file with the SEC, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Any forward-looking statements contained in this earnings release are made as of the date hereof, and we undertake no duty, and specifically disclaim any duty, to update or revise any such statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

ENTERPRISE BANCORP, INC.
Consolidated Balance Sheets
(unaudited)

(Dollars in thousands, except per share data)	December 31, 2024			December 31, 2023
Assets
Cash and cash equivalents:
Cash and due from banks	$	42,689		$	37,443
Interest-earning deposits with banks		41,152			19,149
Total cash and cash equivalents		83,841			56,592
Investments:
Debt securities at fair value (amortized cost of $685,766 and $763,981, respectively)		583,930			661,113
Equity securities at fair value		9,665			7,058
Total investment securities at fair value		593,595			668,171
Federal Home Loan Bank stock		7,093			2,402
Loans held for sale		520			200
Loans:
Total loans		3,982,898			3,567,631
Allowance for credit losses		(63,498	)		(58,995	)
Net loans		3,919,400			3,508,636
Premises and equipment, net		42,444			44,931
Lease right-of-use asset		24,126			24,820
Accrued interest receivable		20,553			19,233
Deferred income taxes, net		49,096			49,166
Bank-owned life insurance		67,421			65,455
Prepaid income taxes		2,583			1,589
Prepaid expenses and other assets		11,398			19,183
Goodwill		5,656			5,656
Total assets	$	4,827,726		$	4,466,034
Liabilities and Shareholders‘Equity
Liabilities
Deposits	$	4,187,698		$	3,977,521
Borrowed funds		153,136			25,768
Subordinated debt		59,815			59,498
Lease liability		23,849			24,441
Accrued expenses and other liabilities		33,425			45,011
Accrued interest payable		9,055			4,678
Total liabilities		4,466,978			4,136,917
Commitments and Contingencies
Shareholders‘Equity
Preferred stock, $0.01 par value per share; 1,000,000 shares authorized; no shares issued		—			—
Common stock, $0.01 par value per share; 40,000,000 shares authorized; 12,447,308 and 12,272,674 shares issued and outstanding, respectively.		124			123
Additional paid-in capital		111,295			107,377
Retained earnings		328,243			301,380
Accumulated other comprehensive loss		(78,914	)		(79,763	)
Total shareholders’ equity		360,748			329,117
Total liabilities and shareholders’ equity	$	4,827,726		$	4,466,034

ENTERPRISE BANCORP, INC.
Consolidated Statements of Income
(unaudited)

	Three months ended								Year ended
(Dollars in thousands, except per share data)	December 31, 2024			September 30, 2024			December 31, 2023		December 31, 2024			December 31, 2023
Interest and dividend income:
Other interest-earning assets	$	833		$	2,497		$	2,350	$	6,199		$	9,943
Investment securities		3,881			3,835			4,219		15,693			18,575
Loans and loans held for sale		54,528			53,809			46,680		208,378			172,535
Total interest and dividend income		59,242			60,141			53,249		230,270			201,053
Interest expense:
Deposits		19,488			20,581			15,821		76,513			44,389
Borrowed funds		394			674			43		2,426			113
Subordinated debt		867			866			867		3,467			3,467
Total interest expense		20,749			22,121			16,731		82,406			47,969
Net interest income		38,493			38,020			36,518		147,864			153,084
Provision for credit losses		(106	)		1,332			2,493		1,985			9,249
Net interest income after provision for credit losses		38,599			36,688			34,025		145,879			143,835
Non-interest income:
Wealth management fees		2,043			2,025			1,797		7,888			6,730
Deposit and interchange fees		2,240			2,282			2,145		8,875			8,475
Income on bank-owned life insurance, net		522			518			314		2,001			1,264
Net losses on sales of debt securities		—			(2	)		—		(2	)		(2,419	)
Net gains on sales of loans		33			57			—		156			34
Net (losses) gains on equity securities		(30	)		604			674		1,140			666
Other income		808			656			617		2,821			2,859
Total non-interest income		5,616			6,140			5,547		22,879			17,609
Non-interest expense:
Salaries and employee benefits		19,276			20,097			18,468		78,224			72,283
Occupancy and equipment expenses		2,364			2,438			2,283		9,667			9,722
Technology and telecommunications expenses		2,687			2,618			2,719		10,708			10,656
Advertising and public relations expenses		609			559			709		2,585			2,786
Audit, legal and other professional fees		460			569			788		2,474			2,945
Deposit insurance premiums		950			900			768		3,571			2,712
Supplies and postage expenses		242			261			245		980			998
Merger-related expenses		1,137			—			—		1,137			—
Other operating expenses		2,117			1,911			2,244		7,786			8,097
Total non-interest expense		29,842			29,353			28,224		117,132			110,199
Income before income taxes		14,373			13,475			11,348		51,626			51,245
Provision for income taxes		3,646			3,488			3,441		12,893			13,187
Net income	$	10,727		$	9,987		$	7,907	$	38,733		$	38,058

Basic earnings per common share	$	0.86		$	0.80		$	0.64	$	3.13		$	3.11
Diluted earnings per common share	$	0.86		$	0.80		$	0.64	$	3.12		$	3.11

Basic weighted average common shares outstanding		12,433,895			12,428,543			12,261,918		12,386,669			12,223,626
Diluted weighted average common shares outstanding		12,460,063			12,438,160			12,276,769		12,398,062			12,244,036

ENTERPRISE BANCORP, INC.
Selected Consolidated Financial Data and Ratios
(unaudited)

	At or for the three months ended
(Dollars in thousands, except per share data)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023
Balance Sheet Data
Total cash and cash equivalents	$	83,841		$	88,632		$	199,719		$	147,834		$	56,592
Total investment securities at fair value		593,595			631,975			636,838			652,026			668,171
Total loans		3,982,898			3,858,940			3,768,649			3,654,322			3,567,631
Allowance for credit losses		(63,498	)		(63,654	)		(61,999	)		(60,741	)		(58,995	)
Total assets		4,827,726			4,742,809			4,773,681			4,624,015			4,466,034
Total deposits		4,187,698			4,189,461			4,248,801			4,106,119			3,977,521
Borrowed funds		153,136			59,949			61,785			63,246			25,768
Subordinated debt		59,815			59,736			59,657			59,577			59,498
Total shareholders’ equity		360,748			368,109			340,441			333,439			329,117
Total liabilities and shareholders’ equity		4,827,726			4,742,809			4,773,681			4,624,015			4,466,034

Wealth Management
Wealth assets under management	$	1,230,014		$	1,212,076		$	1,129,147		$	1,105,036		$	1,077,761
Wealth assets under administration	$	305,930		$	302,891		$	267,529		$	268,074		$	242,338

Shareholders’ Equity Ratios
Book value per common share	$	28.98		$	29.62		$	27.40		$	26.94		$	26.82
Dividends paid per common share	$	0.24		$	0.24		$	0.24		$	0.24		$	0.23

Regulatory Capital Ratios
Total capital to risk weighted assets		13.06	%		13.07	%		13.07	%		13.20	%		13.12	%
Tier 1 capital to risk weighted assets⁽¹⁾		10.38	%		10.36	%		10.34	%		10.43	%		10.34	%
Tier 1 capital to average assets		8.94	%		8.68	%		8.76	%		8.85	%		8.74	%

Credit Quality Data
Non-performing loans	$	26,687		$	25,946		$	17,731		$	18,527		$	11,414
Non-performing loans to total loans		0.67	%		0.67	%		0.47	%		0.51	%		0.32	%
Non-performing assets to total assets		0.55	%		0.55	%		0.37	%		0.40	%		0.26	%
ACL for loans to total loans		1.59	%		1.65	%		1.65	%		1.66	%		1.65	%
Net charge-offs (recoveries)	$	221		$	(7	)	$	(130	)	$	122		$	15

Income Statement Data
Net interest income	$	38,493		$	38,020		$	36,161		$	35,190		$	36,518
Provision for credit losses		(106	)		1,332			137			622			2,493
Total non-interest income		5,616			6,140			5,628			5,495			5,547
Total non-interest expense		29,842			29,353			29,029			28,908			28,224
Income before income taxes		14,373			13,475			12,623			11,155			11,348
Provision for income taxes		3,646			3,488			3,111			2,648			3,441
Net income	$	10,727		$	9,987		$	9,512		$	8,507		$	7,907

Income Statement Ratios
Diluted earnings per common share	$	0.86		$	0.80		$	0.77		$	0.69		$	0.64
Return on average total assets		0.89	%		0.82	%		0.82	%		0.75	%		0.69	%
Return on average shareholders’ equity		11.82	%		11.20	%		11.55	%		10.47	%		10.21	%
Net interest margin (tax-equivalent)⁽²⁾		3.29	%		3.22	%		3.19	%		3.20	%		3.29	%

(1) Ratio also represents common equity tier 1 capital to risk weighted assets as of the periods presented.
(2) Tax-equivalent net interest margin is net interest income adjusted for the tax-equivalent effect associated with tax-exempt loan and investment income, expressed as a percentage of average interest-earning assets.

ENTERPRISE BANCORP, INC.
Consolidated Loan and Deposit Data
(unaudited)

Major classifications of loans at the dates indicated were as follows:

(Dollars in thousands)	December 31, 2024			September 30, 2024			June 30, 2024			March 31, 2024			December 31, 2023
Commercial real estate owner-occupied	$	704,634		$	660,063		$	660,478		$	635,420		$	619,302
Commercial real estate non owner-occupied		1,563,201			1,579,827			1,544,386			1,524,174			1,445,435
Commercial and industrial		479,821			415,642			426,976			417,604			430,749
Commercial construction		679,969			674,434			622,094			583,711			585,113
Total commercial loans		3,427,625			3,329,966			3,253,934			3,160,909			3,080,599

Residential mortgages		443,096			424,030			413,323			400,093			393,142
Home equity loans and lines		103,858			95,982			93,220			85,144			85,375
Consumer		8,319			8,962			8,172			8,176			8,515
Total retail loans		555,273			528,974			514,715			493,413			487,032
Total loans		3,982,898			3,858,940			3,768,649			3,654,322			3,567,631

ACL for loans		(63,498	)		(63,654	)		(61,999	)		(60,741	)		(58,995	)
Net loans	$	3,919,400		$	3,795,286		$	3,706,650		$	3,593,581		$	3,508,636

Deposits are summarized at the periods indicated were as follows:

(Dollars in thousands)	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023
Non-interest checking	$	1,077,998	$	1,064,424	$	1,041,771	$	1,038,887	$	1,061,009
Interest-bearing checking		699,671		682,050		788,822		730,819		697,632
Savings		270,367		279,824		294,566		285,090		294,865
Money market		1,454,443		1,488,437		1,504,551		1,469,181		1,402,939
CDs $250,000 or less		377,958		375,055		358,149		337,367		295,789
CDs greater than $250,000		307,261		299,671		260,942		244,775		225,287
Deposits	$	4,187,698	$	4,189,461	$	4,248,801	$	4,106,119	$	3,977,521

ENTERPRISE BANCORP, INC.
Consolidated Average Balance Sheets and Yields (tax-equivalent basis)
(unaudited)

The following table presents the Company’s average balance sheets, net interest income and average rates for the periods indicated:

	Three months ended December 31, 2024						Three months ended September 30, 2024						Three months ended December 31, 2023
(Dollars in thousands)	Average Balance		Interest⁽¹⁾		Average Yield⁽¹⁾		Average Balance		Interest⁽¹⁾		Average Yield⁽¹⁾		Average Balance		Interest⁽¹⁾		Average Yield⁽¹⁾
Assets:
Other interest-earning assets⁽²⁾	$	68,224	$	833	4.85	%	$	181,465	$	2,497	5.48	%	$	172,167	$	2,350	5.42	%
Investment securities⁽³⁾(tax-equivalent)		704,629		3,985	2.26	%		731,815		3,945	2.16	%		799,093		4,345	2.17	%
Loans and loans held for sale⁽⁴⁾(tax-equivalent)		3,911,386		54,673	5.56	%		3,813,800		53,956	5.63	%		3,467,945		46,824	5.36	%
Total interest-earnings assets (tax-equivalent)		4,684,239		59,491	5.06	%		4,727,080		60,398	5.09	%		4,439,205		53,519	4.79	%
Other assets		101,952						104,284						78,102
Total assets	$	4,786,191					$	4,831,364					$	4,517,307

Liabilities and stockholders’ equity:
Non-interest checking	$	1,106,823		—			$	1,069,130		—			$	1,145,254	$	—
Interest checking, savings and money market		2,471,854		11,728	1.89	%		2,574,439		13,017	2.01	%		2,437,142		10,786	1.76	%
CDs		683,248		7,760	4.52	%		651,614		7,564	4.62	%		500,286		5,035	3.99	%
Total deposits		4,261,925		19,488	1.82	%		4,295,183		20,581	1.91	%		4,082,682		15,821	1.54	%
Borrowed funds		37,812		394	4.15	%		61,232		674	4.38	%		7,572		43	2.24	%
Subordinated debt⁽⁵⁾		59,768		867	5.80	%		59,689		866	5.81	%		59,451		867	5.83	%
Total funding liabilities		4,359,505		20,749	1.89	%		4,416,104		22,121	1.99	%		4,149,705		16,731	1.60	%
Other liabilities		65,720						60,524						60,376
Total liabilities		4,425,225						4,476,628						4,210,081
Stockholders’ equity		360,966						354,736						307,226
Total liabilities and stockholders’ equity	$	4,786,191					$	4,831,364					$	4,517,307

Net interest-rate spread (tax-equivalent)					3.17	%					3.10	%					3.19	%
Net interest income (tax-equivalent)				38,742						38,277						36,788
Net interest margin (tax-equivalent)					3.29	%					3.22	%					3.29	%
Less tax-equivalent adjustment				249						257						270
Net interest income			$	38,493					$	38,020					$	36,518
Net interest margin					3.27	%					3.20	%					3.27	%

(1) Average yields and interest income are presented on a tax-equivalent basis, calculated using a U.S. federal income tax rate of 21% for each period presented, based on tax-equivalent adjustments associated with tax-exempt loans and investments interest income.
(2) Average other interest-earning assets include interest-earning deposits with banks, federal funds sold and Federal Home Loan Bank stock.
(3) Average investment securities are presented at average amortized cost.
(4) Average loans and loans held for sale are presented at average amortized cost and include non-accrual loans.
(5) Subordinated debt is net of average deferred debt issuance costs.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This communication may contain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Independent and Enterprise, the expected timing of completion of the proposed transaction, and other statements that are not historical facts. Such statements reflect the current views of Independent Bank Corp. (“Independent”) and Enterprise Bancorp, Inc. (“Enterprise”) with respect to future events and financial performance, and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs, expectations, plans, predictions, forecasts, objectives, assumptions or future events or performance, are forward-looking statements. Forward-looking statements often, but not always, may be identified by words such as expect, anticipate, believe, intend, potential, estimate, plan, target, goal, or similar words or expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

Independent and Enterprise caution that the forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond Independent’s and Enterprise’s control. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: (1) changes in general economic, political, or industry conditions; (2) uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; (3) volatility and disruptions in global capital and credit markets; (4) movements in interest rates; (5) the resurgence of elevated levels of inflation or inflationary pressures in the United States and the Enterprise and Independent market areas; (6) increased competition in the markets of Independent and Enterprise; (7) success, impact, and timing of business strategies of Independent and Enterprise; (8) the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations; (9) the expected impact of the proposed transaction between Enterprise and Independent on the combined entities’ operations, financial condition, and financial results; (10) the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); (11) the failure to obtain Enterprise shareholder approval or to satisfy any of the other conditions to the proposed transaction on a timely basis or at all or other delays in completing the proposed transaction; (12) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; (13) the outcome of any legal proceedings that may be instituted against Independent or Enterprise; (14) the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Independent and Enterprise do business; (15) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (16) diversion of management’s attention from ongoing business operations and opportunities; (17) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; (18) the dilution caused by Independent’s issuance of additional shares of its capital stock in connection with the proposed transaction; (19) cyber incidents or other failures, disruptions or breaches of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks; and (20) other factors that may affect the future results of Independent and Enterprise.

Additional factors that could cause results to differ materially from those described above can be found in Independent’s Annual Report on Form 10-K for the year ended December 31, 2023 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such reports, as well as in subsequent SEC filings, each of which is on file with the U.S. Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations” section of Independent’s website, www.rocklandtrust.com, under the heading “SEC Filings” and in other documents Independent files with the SEC, and in Enterprise’s Annual Report on Form 10-K for the year ended December 31, 2023 and in its subsequent Quarterly Reports on Form 10-Q, including in the respective “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such reports, as well as in subsequent SEC filings, each of which is on file with and available in the “Investor Relations” section of Enterprise’s website, enterprisebancorp.q4ir.com, under the heading “SEC Filings” and in other documents Enterprise files with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Independent nor Enterprise assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable law. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All forward-looking statements, express or implied, included in the document are qualified in their entirety by this cautionary statement.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This communication is being made with respect to the proposed transaction involving Independent and Enterprise. This material is not a solicitation of any vote or approval of the Enterprise shareholders and is not a substitute for the proxy statement/prospectus or any other documents that Independent and Enterprise may send to their respective shareholders in connection with the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

In connection with the proposed transaction between Independent and Enterprise, Independent has filed with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) that includes a proxy statement for a special meeting of Enterprise’s shareholders to approve the proposed transaction and that also constitutes a prospectus for the Independent common stock that will be issued in the proposed transaction, as well as other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF INDEPENDENT AND ENTERPRISE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Enterprise will mail the proxy statement/prospectus to its shareholders. Shareholders are also urged to carefully review and consider Independent’s and Enterprise’s public filings with the SEC, including, but not limited to, their respective proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Copies of the Registration Statement and of the proxy statement/prospectus and other filings incorporated by reference therein, as well as other filings containing information about Independent and Enterprise, can be obtained, free of charge, as they become available at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Independent Investor Relations, 288 Union Street, Rockland, Massachusetts 02370, telephone (774) 363-9872 or to Enterprise Bancorp, Inc., 222 Merrimack Street, Lowell, MA 01852, Attention: Corporate Secretary, telephone (978) 656-5578.

PARTICIPANTS IN THE SOLICITATION

Independent, Enterprise, and certain of their respective directors, executive officers and employees may, under the SEC’s rules, be deemed to be participants in the solicitation of proxies from the shareholders of Enterprise in connection with the proposed transaction. Information regarding Independent’s directors and executive officers is available in its definitive proxy statement relating to its 2024 Annual Meeting of Shareholders, which was filed with the SEC on March 28, 2024, and its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024, and other documents filed by Independent with the SEC. Information regarding Enterprise’s directors and executive officers is available in its definitive proxy statement relating to its 2024 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2024, and its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 8, 2024 and other documents filed by Enterprise with the SEC. Other information regarding the persons who may, under the SEC’s rules, be deemed to be participants in the proxy solicitation of Enterprise’s shareholders in connection with the proposed transaction, and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus regarding the proposed transaction and other relevant materials filed with the SEC when they become available, which may be obtained free of charge as described in the preceding paragraph.

Contact Info: Joseph R. Lussier, Executive Vice President, Chief Financial Officer and Treasurer (978) 656-5578

The MIL Network –

January 29, 2025

MIL-OSI: Renasant Corporation Announces Earnings For the Fourth Quarter of 2024

Source: GlobeNewswire (MIL-OSI)

TUPELO, Miss., Jan. 28, 2025 (GLOBE NEWSWIRE) — Renasant Corporation (NYSE: RNST) (the “Company”) today announced earnings results for the fourth quarter of 2024.

(Dollars in thousands, except earnings per share)	Three Months Ended							Twelve Months Ended
	Dec 31, 2024		Sep 30, 2024		Dec 31, 2023			Dec 31, 2024		Dec 31, 2023
Net income and earnings per share:
Net income	$	44,747	$	72,455	$	28,124		$	195,457	$	144,678
After-tax gain on sale of insurance agency		—		38,951		—			38,951		—
After-tax loss on sale of securities (including impairments)		—		—		(17,859	)		—		(17,859	)
Basic EPS		0.70		1.18		0.50			3.29		2.58
Diluted EPS		0.70		1.18		0.50			3.27		2.56
Adjusted diluted EPS (Non-GAAP)⁽¹⁾		0.73		0.70		0.76			2.76		3.15
Impact to diluted EPS from after-tax gain on sale of insurance agency		—		0.63		—			0.65		—
Impact to diluted EPS from after-tax loss on sale of securities (including impairments)		—		—		—			—		(0.31	)

“The fourth quarter results marked the end to a successful year for Renasant. We announced a transformative merger with The First in July and, in the midst of diligently planning for a successful combination, our team maintained its focus on generating organic growth, disciplined pricing on both sides of the balance sheet and steady credit performance,” remarked C. Mitchell Waycaster, Chief Executive Officer of the Company.

Quarterly Highlights

Earnings

Net income for the fourth quarter of 2024 was $44.7 million; diluted EPS and adjusted diluted EPS (non-GAAP)⁽¹⁾ were $0.70 and $0.73, respectively
Net interest income (fully tax equivalent) for the fourth quarter of 2024 was $135.5 million, up $1.9 million on a linked quarter basis
For the fourth quarter of 2024, net interest margin was 3.36%, which was unchanged on a linked quarter basis
Cost of total deposits was 2.35% for the fourth quarter of 2024, down 16 basis points on a linked quarter basis
Noninterest income decreased $55.1 million on a linked quarter basis. The Company recognized a $53.3 million pre-tax gain on the insurance agency sale during the third quarter. Excluding the impact of this gain, noninterest income decreased $1.7 million from the third quarter
Mortgage banking income decreased $1.6 million on a linked quarter basis. The mortgage division generated $482.3 million in interest rate lock volume in the fourth quarter of 2024, down $61.3 million on a linked quarter basis. Gain on sale margin was 2.01% for the fourth quarter of 2024, up 45 basis points on a linked quarter basis
Noninterest expense decreased $7.2 million on a linked quarter basis. Merger and conversion expenses were $2.1 million for the fourth quarter of 2024, down from $11.3 million for the prior quarter

Balance Sheet

Loans increased $257.4 million on a linked quarter basis, representing 8.1% annualized net loan growth
Securities increased $41.8 million on a linked quarter basis. The Company purchased $113.6 million in securities during the fourth quarter, which was offset by cash flows related to principal payments, calls and maturities of $48.5 million and a negative fair market value adjustment in the Company’s available-for-sale portfolio of $24.3 million
Deposits at December 31, 2024 increased $62.9 million on a linked quarter basis. Brokered deposits outstanding at September 30, 2024 of $126.8 million matured or were called during the quarter. There were no outstanding brokered deposits at December 31, 2024. Noninterest bearing deposits decreased $125.8 million on a linked quarter basis and represented 23.4% of total deposits at December 31, 2024

Capital and Stock Repurchase Program

Book value per share and tangible book value per share (non-GAAP)⁽¹⁾ increased 0.7% and 1.3%, respectively, on a linked quarter basis
The Company has a $100.0 million stock repurchase program in effect through October 2025 under which the Company is authorized to repurchase outstanding shares of its common stock either in open market purchases or privately-negotiated transactions. There was no buyback activity during the fourth quarter of 2024

Credit Quality

The Company recorded a provision for credit losses of $2.6 million for the fourth quarter of 2024, compared to $0.9 million for the third quarter of 2024
The ratio of the allowance for credit losses on loans to total loans was 1.57% at December 31, 2024, down two basis points on a linked quarter basis
The coverage ratio, or the allowance for credit losses on loans to nonperforming loans, was 178.11% at December 31, 2024, compared to 168.07% at September 30, 2024
Net loan charge-offs for the fourth quarter of 2024 were $1.7 million, or 0.05% of average loans on an annualized basis
Nonperforming loans to total loans decreased to 0.88% at December 31, 2024 compared to 0.94% at September 30, 2024, and criticized loans (which include classified and Special Mention loans) to total loans decreased to 2.89% at December 31, 2024, compared to 3.02% at September 30, 2024

_{⁽¹⁾ This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.}

Income Statement

(Dollars in thousands, except per share data)	Three Months Ended														Twelve Months Ended
	Dec 31, 2024			Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023		Dec 31, 2024			Dec 31, 2023
Interest income
Loans held for investment	$	199,240		$	202,655		$	198,397		$	192,390		$	188,535	$	792,682		$	704,649
Loans held for sale		3,564			4,212			3,530			2,308			3,329		13,614			11,807
Securities		10,510			10,304			10,410			10,700			10,728		41,924			50,488
Other		12,030			11,872			7,874			7,781			7,839		39,557			30,375
Total interest income		225,344			229,043			220,211			213,179			210,431		887,777			797,319
Interest expense
Deposits		85,571			90,787			87,621			82,613			77,168		346,592			232,331
Borrowings		6,891			7,258			7,564			7,276			7,310		28,989			45,661
Total interest expense		92,462			98,045			95,185			89,889			84,478		375,581			277,992
Net interest income		132,882			130,998			125,026			123,290			125,953		512,196			519,327
Provision for credit losses
Provision for loan losses		3,100			1,210			4,300			2,638			2,518		11,248			18,793
Recovery of unfunded commitments		(500	)		(275	)		(1,000	)		(200	)		—		(1,975	)		(3,200	)
Total provision for credit losses		2,600			935			3,300			2,438			2,518		9,273			15,593
Net interest income after provision for credit losses		130,282			130,063			121,726			120,852			123,435		502,923			503,734
Noninterest income		34,218			89,299			38,762			41,381			20,356		203,660			113,075
Noninterest expense		114,747			121,983			111,976			112,912			111,880		461,618			439,622
Income before income taxes		49,753			97,379			48,512			49,321			31,911		244,965			177,187
Income taxes		5,006			24,924			9,666			9,912			3,787		49,508			32,509
Net income	$	44,747		$	72,455		$	38,846		$	39,409		$	28,124	$	195,457		$	144,678

Adjusted net income (non-GAAP)⁽¹⁾	$	46,458		$	42,960		$	38,846		$	36,572		$	42,887	$	165,066		$	177,657
Adjusted pre-provision net revenue (“PPNR”) (non-GAAP)⁽¹⁾	$	54,177		$	56,238		$	51,812		$	48,231		$	52,614	$	210,458		$	233,403

Basic earnings per share	$	0.70		$	1.18		$	0.69		$	0.70		$	0.50	$	3.29		$	2.58
Diluted earnings per share		0.70			1.18			0.69			0.70			0.50		3.27			2.56
Adjusted diluted earnings per share (non-GAAP)⁽¹⁾		0.73			0.70			0.69			0.65			0.76		2.76			3.15
Average basic shares outstanding		63,565,437			61,217,094			56,342,909			56,208,348			56,141,628		59,350,157			56,099,689
Average diluted shares outstanding		64,056,303			61,632,448			56,684,626			56,531,078			56,611,217		59,748,790			56,448,163
Cash dividends per common share	$	0.22		$	0.22		$	0.22		$	0.22		$	0.22	$	0.88		$	0.88

_{⁽¹⁾ This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.}

Performance Ratios

	Three Months Ended										Twelve Months Ended
	Dec 31, 2024		Sep 30, 2024		Jun 30, 2024		Mar 31, 2024		Dec 31, 2023		Dec 31, 2024		Dec 31, 2023
Return on average assets	0.99	%	1.63	%	0.90	%	0.92	%	0.65	%	1.11	%	0.84	%
Adjusted return on average assets (non-GAAP)⁽¹⁾	1.03		0.97		0.90		0.86		0.99		0.94		1.03
Return on average tangible assets (non-GAAP)⁽¹⁾	1.07		1.75		0.98		1.00		0.71		1.20		0.92
Adjusted return on average tangible assets (non-GAAP)⁽¹⁾	1.11		1.05		0.98		0.93		1.08		1.02		1.12
Return on average equity	6.70		11.29		6.68		6.85		4.93		7.92		6.50
Adjusted return on average equity (non-GAAP)⁽¹⁾	6.96		6.69		6.68		6.36		7.53		6.69		7.99
Return on average tangible equity (non-GAAP)⁽¹⁾	10.97		18.83		12.04		12.45		9.26		13.63		12.29
Adjusted return on average tangible equity (non-GAAP)⁽¹⁾	11.38		11.26		12.04		11.58		13.94		11.55		15.02
Efficiency ratio (fully taxable equivalent)	67.61		54.73		67.31		67.52		75.11		63.57		68.33
Adjusted efficiency ratio (non-GAAP)⁽¹⁾	65.82		64.62		66.60		68.23		66.18		66.30		63.48
Dividend payout ratio	31.43		18.64		31.88		31.43		44.00		26.75		34.11

Capital and Balance Sheet Ratios

	As of
	Dec 31, 2024			Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023
Shares outstanding		63,565,690			63,564,028			56,367,924			56,304,860			56,142,207
Market value per share	$	35.75		$	32.50		$	30.54		$	31.32		$	33.68
Book value per share		42.13			41.82			41.77			41.25			40.92
Tangible book value per share (non-GAAP)⁽¹⁾		26.36			26.02			23.89			23.32			22.92
Shareholders’ equity to assets		14.85	%		14.80	%		13.45	%		13.39	%		13.23	%
Tangible common equity ratio (non-GAAP)⁽¹⁾		9.84			9.76			8.16			8.04			7.87
Leverage ratio		11.34			11.32			9.81			9.75			9.62
Common equity tier 1 capital ratio		12.72			12.88			10.75			10.59			10.52
Tier 1 risk-based capital ratio		13.49			13.67			11.53			11.37			11.30
Total risk-based capital ratio		17.07			17.32			15.15			15.00			14.93

_{⁽¹⁾ This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.}

Noninterest Income and Noninterest Expense

(Dollars in thousands)	Three Months Ended											Twelve Months Ended
	Dec 31, 2024		Sep 30, 2024		Jun 30, 2024		Mar 31, 2024		Dec 31, 2023			Dec 31, 2024		Dec 31, 2023
Noninterest income
Service charges on deposit accounts	$	10,549	$	10,438	$	10,286	$	10,506	$	10,603		$	41,779	$	39,199
Fees and commissions		4,181		4,116		3,944		3,949		4,130			16,190		17,901
Insurance commissions		—		—		2,758		2,716		2,583			5,474		11,102
Wealth management revenue		6,371		5,835		5,684		5,669		5,668			23,559		22,132
Mortgage banking income		6,861		8,447		9,698		11,370		6,592			36,376		32,413
Gain on sale of insurance agency		—		53,349		—		—		—			53,349		—
Net losses on sales of securities (including impairments)		—		—		—		—		(19,352	)		—		(41,790	)
Gain on extinguishment of debt		—		—		—		56		620			56		620
BOLI income		3,317		2,858		2,701		2,691		2,589			11,567		10,463
Other		2,939		4,256		3,691		4,424		6,923			15,310		21,035
Total noninterest income	$	34,218	$	89,299	$	38,762	$	41,381	$	20,356		$	203,660	$	113,075
Noninterest expense
Salaries and employee benefits	$	70,260	$	71,307	$	70,731	$	71,470	$	71,841		$	283,768	$	281,768
Data processing		4,145		4,133		3,945		3,807		3,971			16,030		15,195
Net occupancy and equipment		11,312		11,415		11,844		11,389		11,653			45,960		46,471
Other real estate owned		590		56		105		107		306			858		267
Professional fees		2,686		3,189		3,195		3,348		2,854			12,418		13,671
Advertising and public relations		3,840		3,677		3,807		4,886		3,084			16,210		14,726
Intangible amortization		1,133		1,160		1,186		1,212		1,274			4,691		5,380
Communications		2,067		2,176		2,112		2,024		2,026			8,379		8,238
Merger and conversion related expenses		2,076		11,273		—		—		—			13,349		—
Other		16,638		13,597		15,051		14,669		14,871			59,955		53,906
Total noninterest expense	$	114,747	$	121,983	$	111,976	$	112,912	$	111,880		$	461,618	$	439,622

Mortgage Banking Income

(Dollars in thousands)	Three Months Ended										Twelve Months Ended
	Dec 31, 2024		Sep 30, 2024		Jun 30, 2024		Mar 31, 2024		Dec 31, 2023		Dec 31, 2024		Dec 31, 2023
Gain on sales of loans, net	$	2,379	$	4,499	$	5,199	$	4,535	$	1,860	$	16,612	$	14,573
Fees, net		2,850		2,646		2,866		1,854		2,010		10,216		9,051
Mortgage servicing income, net		1,632		1,302		1,633		4,981		2,722		9,548		8,789
Total mortgage banking income	$	6,861	$	8,447	$	9,698	$	11,370	$	6,592	$	36,376	$	32,413

Balance Sheet

(Dollars in thousands)	As of
	Dec 31, 2024			Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023
Assets
Cash and cash equivalents	$	1,092,032		$	1,275,620		$	851,906		$	844,400		$	801,351
Securities held to maturity, at amortized cost		1,126,112			1,150,531			1,174,663			1,199,111			1,221,464
Securities available for sale, at fair value		831,013			764,844			749,685			764,486			923,279
Loans held for sale, at fair value		246,171			291,735			266,406			191,440			179,756
Loans held for investment		12,885,020			12,627,648			12,604,755			12,500,525			12,351,230
Allowance for credit losses on loans		(201,756	)		(200,378	)		(199,871	)		(201,052	)		(198,578	)
Loans, net		12,683,264			12,427,270			12,404,884			12,299,473			12,152,652
Premises and equipment, net		279,796			280,550			280,966			282,193			283,195
Other real estate owned		8,673			9,136			7,366			9,142			9,622
Goodwill and other intangibles		1,003,003			1,004,136			1,008,062			1,009,248			1,010,460
Bank-owned life insurance		391,810			389,138			387,791			385,186			382,584
Mortgage servicing rights		72,991			71,990			72,092			71,596			91,688
Other assets		300,003			293,890			306,570			289,466			304,484
Total assets	$	18,034,868		$	17,958,840		$	17,510,391		$	17,345,741		$	17,360,535

Liabilities and Shareholders’ Equity
Liabilities
Deposits:
Noninterest-bearing	$	3,403,981		$	3,529,801		$	3,539,453		$	3,516,164		$	3,583,675
Interest-bearing		11,168,631			10,979,950			10,715,760			10,720,999			10,493,110
Total deposits		14,572,612			14,509,751			14,255,213			14,237,163			14,076,785
Short-term borrowings		108,018			108,732			232,741			108,121			307,577
Long-term debt		430,614			433,177			428,677			428,047			429,400
Other liabilities		245,306			249,102			239,059			250,060			249,390
Total liabilities		15,356,550			15,300,762			15,155,690			15,023,391			15,063,152

Shareholders’ equity:
Common stock		332,421			332,421			296,483			296,483			296,483
Treasury stock		(97,196	)		(97,251	)		(97,534	)		(99,683	)		(105,249	)
Additional paid-in capital		1,491,847			1,488,678			1,304,782			1,303,613			1,308,281
Retained earnings		1,093,854			1,063,324			1,005,086			978,880			952,124
Accumulated other comprehensive loss		(142,608	)		(129,094	)		(154,116	)		(156,943	)		(154,256	)
Total shareholders’ equity		2,678,318			2,658,078			2,354,701			2,322,350			2,297,383
Total liabilities and shareholders’ equity	$	18,034,868		$	17,958,840		$	17,510,391		$	17,345,741		$	17,360,535

Net Interest Income and Net Interest Margin

(Dollars in thousands)	Three Months Ended
	December 31, 2024						September 30, 2024						December 31, 2023
	Average Balance		Interest Income/ Expense		Yield/ Rate		Average Balance		Interest Income/ Expense		Yield/ Rate		Average Balance		Interest Income/ Expense		Yield/ Rate
Interest-earning assets:
Loans held for investment	$	12,746,941	$	201,562	6.29	%	$	12,584,104	$	204,935	6.47	%	$	12,249,429	$	190,857	6.18	%
Loans held for sale		250,812		3,564	5.69	%		272,110		4,212	6.19	%		199,510		3,329	6.68	%
Taxable securities		1,784,167		9,408	2.11	%		1,794,421		9,212	2.05	%		2,050,175		9,490	1.85	%
Tax-exempt securities⁽¹⁾		261,679		1,400	2.14	%		262,621		1,390	2.12	%		282,698		1,558	2.20	%
Total securities		2,045,846		10,808	2.11	%		2,057,042		10,602	2.06	%		2,332,873		11,048	1.89	%
Interest-bearing balances with banks		1,025,294		12,030	4.67	%		894,313		11,872	5.28	%		552,301		7,839	5.63	%
Total interest-earning assets		16,068,893		227,964	5.65	%		15,807,569		231,621	5.82	%		15,334,113		213,073	5.52	%
Cash and due from banks		188,493						189,425						180,609
Intangible assets		1,003,551						1,004,701						1,011,130
Other assets		682,211						679,969						669,988
Total assets	$	17,943,148					$	17,681,664					$	17,195,840
Interest-bearing liabilities:
Interest-bearing demand⁽²⁾	$	7,629,685	$	57,605	3.00	%	$	7,333,508	$	60,326	3.26	%	$	6,721,053	$	47,783	2.82	%
Savings deposits		804,132		706	0.35	%		815,545		729	0.36	%		888,692		765	0.34	%
Brokered deposits		60,298		1,013	6.68	%		150,991		1,998	5.25	%		632,704		8,594	5.39	%
Time deposits		2,512,097		26,247	4.16	%		2,546,860		27,734	4.33	%		2,185,737		20,026	3.63	%
Total interest-bearing deposits		11,006,212		85,571	3.09	%		10,846,904		90,787	3.32	%		10,428,186		77,168	2.94	%
Borrowed funds		556,966		6,891	4.94	%		562,146		7,258	5.14	%		564,715		7,310	5.16	%
Total interest-bearing liabilities		11,563,178		92,462	3.18	%		11,409,050		98,045	3.41	%		10,992,901		84,478	3.05	%
Noninterest-bearing deposits		3,502,931						3,509,266						3,703,050
Other liabilities		220,154						209,762						238,864
Shareholders’ equity		2,656,885						2,553,586						2,261,025
Total liabilities and shareholders’ equity	$	17,943,148					$	17,681,664					$	17,195,840
Net interest income/ net interest margin			$	135,502	3.36	%			$	133,576	3.36	%			$	128,595	3.33	%
Cost of funding					2.44	%					2.61	%					2.28	%
Cost of total deposits					2.35	%					2.51	%					2.17	%

_{⁽¹⁾ U.S. Government and some U.S. Government Agency securities are tax-exempt in the states in which the Company operates.}
_{⁽²⁾ Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.}

Net Interest Income and Net Interest Margin, continued

(Dollars in thousands)	Twelve Months Ended
	December 31, 2024						December 31, 2023
	Average Balance		Interest Income/ Expense		Yield/ Rate		Average Balance		Interest Income/ Expense		Yield/ Rate
Interest-earning assets:
Loans held for investment	$	12,579,143	$	801,807	6.37	%	$	11,963,141	$	713,897	5.97	%
Loans held for sale		224,734		13,614	6.06	%		181,253		11,807	6.51	%
Taxable securities⁽¹⁾		1,825,404		37,383	2.05	%		2,313,874		44,619	1.93	%
Tax-exempt securities		264,615		5,746	2.17	%		332,749		7,634	2.29	%
Total securities		2,090,019		43,129	2.06	%		2,646,623		52,253	1.97	%
Interest-bearing balances with banks		772,274		39,557	5.12	%		568,155		30,375	5.35	%
Total interest-earning assets		15,666,170		898,107	5.73	%		15,359,172		808,332	5.26	%
Cash and due from banks		188,487						187,127
Intangible assets		1,006,665						1,012,239
Other assets		691,373						673,345
Total assets	$	17,552,695					$	17,231,883
Interest-bearing liabilities:
Interest-bearing demand⁽²⁾	$	7,254,646	$	226,563	3.12	%	$	6,357,753	$	138,730	2.18	%
Savings deposits		829,818		2,894	0.35	%		971,522		3,197	0.33	%
Brokered deposits		237,164		12,942	5.46	%		697,699		36,039	5.17	%
Time deposits		2,466,906		104,193	4.22	%		1,874,224		54,365	2.90	%
Total interest-bearing deposits		10,788,534		346,592	3.21	%		9,901,198		232,331	2.35	%
Borrowed funds		566,332		28,989	5.12	%		910,080		45,661	5.02	%
Total interest-bearing liabilities		11,354,866		375,581	3.31	%		10,811,278		277,992	2.57	%
Noninterest-bearing deposits		3,509,958						3,979,951
Other liabilities		221,487						216,148
Shareholders’ equity		2,466,384						2,224,506
Total liabilities and shareholders’ equity	$	17,552,695					$	17,231,883
Net interest income/ net interest margin			$	522,526	3.34	%			$	530,340	3.45	%
Cost of funding					2.53	%					1.88	%
Cost of total deposits					2.42	%					1.67	%

_{⁽¹⁾ U.S. Government and some U.S. Government Agency securities are tax-exempt in the states in which the Company operates.}
_{⁽²⁾ Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.}

Supplemental Margin Information

(Dollars in thousands)	Three Months Ended									Twelve Months Ended
	Dec 31, 2024			Sep 30, 2024			Dec 31, 2023			Dec 31, 2024			Dec 31, 2023
Earning asset mix:
Loans held for investment		79.33	%		79.61	%		79.88	%		80.29	%		77.89	%
Loans held for sale		1.56			1.72			1.30			1.43			1.18
Securities		12.73			13.01			15.21			13.34			17.23
Interest-bearing balances with banks		6.38			5.66			3.61			4.94			3.70
Total		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%

Funding sources mix:
Noninterest-bearing demand		23.25	%		23.52	%		25.20	%		23.61	%		26.91	%
Interest-bearing demand⁽¹⁾		50.64			49.16			45.73			48.80			42.98
Savings		5.34			5.47			6.05			5.58			6.57
Brokered deposits		0.40			1.01			4.31			1.60			4.72
Time deposits		16.67			17.07			14.87			16.60			12.67
Borrowed funds		3.70			3.77			3.84			3.81			6.15
Total		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%

Net interest income collected on problem loans	$	151		$	642		$	283		$	770		$	219
Total accretion on purchased loans		616			1,089			1,117			3,402			4,166
Total impact on net interest income	$	767		$	1,731		$	1,400		$	4,172		$	4,385
Impact on net interest margin		0.02	%		0.04	%		0.04	%		0.03	%		0.03	%
Impact on loan yield		0.02			0.05			0.05			0.03	%		0.04	%

_{⁽¹⁾ Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.}

Loan Portfolio

(Dollars in thousands)	As of
	Dec 31, 2024		Sep 30, 2024		Jun 30, 2024		Mar 31, 2024		Dec 31, 2023
Loan Portfolio:
Commercial, financial, agricultural	$	1,885,817	$	1,804,961	$	1,847,762	$	1,869,408	$	1,871,821
Lease financing		90,591		98,159		102,996		107,474		116,020
Real estate – construction		1,093,653		1,198,838		1,355,425		1,243,535		1,333,397
Real estate – 1-4 family mortgages		3,488,877		3,440,038		3,435,818		3,429,286		3,439,919
Real estate – commercial mortgages		6,236,068		5,995,152		5,766,478		5,753,230		5,486,550
Installment loans to individuals		90,014		90,500		96,276		97,592		103,523
Total loans	$	12,885,020	$	12,627,648	$	12,604,755	$	12,500,525	$	12,351,230

Credit Quality and Allowance for Credit Losses on Loans

(Dollars in thousands)	As of
	Dec 31, 2024			Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023
Nonperforming Assets:
Nonaccruing loans	$	110,811		$	113,872		$	97,795		$	73,774		$	68,816
Loans 90 days or more past due		2,464			5,351			240			451			554
Total nonperforming loans		113,275			119,223			98,035			74,225			69,370
Other real estate owned		8,673			9,136			7,366			9,142			9,622
Total nonperforming assets	$	121,948		$	128,359		$	105,401		$	83,367		$	78,992

Criticized Loans
Classified loans	$	241,708		$	218,135		$	191,595		$	206,502		$	166,893
Special Mention loans		130,882			163,804			138,343			138,366			99,699
Criticized loans⁽¹⁾	$	372,590		$	381,939		$	329,938		$	344,868		$	266,592

Allowance for credit losses on loans	$	201,756		$	200,378		$	199,871		$	201,052		$	198,578
Net loan charge-offs	$	1,722		$	703		$	5,481		$	164		$	1,713
Annualized net loan charge-offs / average loans		0.05	%		0.02	%		0.18	%		0.01	%		0.06	%
Nonperforming loans / total loans		0.88			0.94			0.78			0.59			0.56
Nonperforming assets / total assets		0.68			0.71			0.60			0.48			0.46
Allowance for credit losses on loans / total loans		1.57			1.59			1.59			1.61			1.61
Allowance for credit losses on loans / nonperforming loans		178.11			168.07			203.88			270.87			286.26
Criticized loans / total loans		2.89			3.02			2.62			2.76			2.16

_{⁽¹⁾ Criticized loans include classified and Special Mention loans.}

CONFERENCE CALL INFORMATION:
A live audio webcast of a conference call with analysts will be available beginning at 10:00 AM Eastern Time (9:00 AM Central Time) on Wednesday, January 29, 2025.

The webcast is accessible through Renasant’s investor relations website at www.renasant.com or https://event.choruscall.com/mediaframe/webcast.html?webcastid=8ssY2K7l. To access the conference via telephone, dial 1-877-513-1143 in the United States and request the Renasant Corporation 2024 Fourth Quarter Earnings Webcast and Conference Call. International participants should dial 1-412-902-4145 to access the conference call.

The webcast will be archived on www.renasant.com after the call and will remain accessible for one year. A replay can be accessed via telephone by dialing 1-877-344-7529 in the United States and entering conference number 8623913 or by dialing 1-412-317-0088 internationally and entering the same conference number. Telephone replay access is available until February 12, 2025.

ABOUT RENASANT CORPORATION:

Renasant Corporation is the parent of Renasant Bank, a 120-year-old financial services institution. Renasant has assets of approximately $18.0 billion and operates 186 banking, lending, mortgage and wealth management offices throughout the Southeast as well as offering factoring and asset-based lending on a nationwide basis.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

This press release may contain, or incorporate by reference, statements about Renasant Corporation that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “projects,” “anticipates,” “intends,” “estimates,” “plans,” “potential,” “focus,” “possible,” “may increase,” “may fluctuate,” “will likely result,” and similar expressions, or future or conditional verbs such as “will,” “should,” “would” and “could,” are generally forward-looking in nature and not historical facts. Forward-looking statements include information about the Company’s future financial performance, business strategy, projected plans and objectives and are based on the current beliefs and expectations of management. The Company’s management believes these forward-looking statements are reasonable, but they are all inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ from those indicated or implied in the forward-looking statements, and such differences may be material. Prospective investors are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties and, accordingly, investors should not place undue reliance on these forward-looking statements, which speak only as of the date they are made.

Important factors currently known to management that could cause the Company’s actual results to differ materially from those in forward-looking statements include the following: (i) the Company’s ability to efficiently integrate acquisitions (including its recently-announced acquisition of The First Bancshares, Inc.) into its operations, retain the customers of these businesses, grow the acquired operations and realize the cost savings expected from an acquisition to the extent and in the timeframe anticipated by management (including the possibility that such cost savings will not be realized when expected, or at all, as a result of the impact of, or challenges arising from, the integration of the acquired assets and assumed liabilities into the Company, potential adverse reactions or changes to business or employee relationships, or as a result of other unexpected factors or events); (ii) potential exposure to unknown or contingent risks and liabilities the Company has acquired, or may acquire, or target for acquisition, including in connection with the proposed merger with The First Bancshares, Inc.; (iii) the effect of economic conditions and interest rates on a national, regional or international basis; (iv) timing and success of the implementation of changes in operations to achieve enhanced earnings or effect cost savings; (v) competitive pressures in the consumer finance, commercial finance, financial services, asset management, retail banking, factoring and mortgage lending and auto lending industries; (vi) the financial resources of, and products available from, competitors; (vii) changes in laws and regulations as well as changes in accounting standards; (viii) changes in policy by regulatory agencies or increased scrutiny by, and/or additional regulatory requirements of, regulatory agencies as a result of the Company’s proposed merger with The First Bancshares, Inc.; (ix) changes in the securities and foreign exchange markets; (x) the Company’s potential growth, including its entrance or expansion into new markets, and the need for sufficient capital to support that growth; (xi) changes in the quality or composition of the Company’s loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers or issuers of investment securities, or the impact of interest rates on the value of the Company’s investment securities portfolio; (xii) an insufficient allowance for credit losses as a result of inaccurate assumptions; (xiii) changes in the sources and costs of the capital the Company uses to make loans and otherwise fund the Company’s operations, due to deposit outflows, changes in the mix of deposits and the cost and availability of borrowings; (xiv) general economic, market or business conditions, including the impact of inflation; (xv) changes in demand for loan and deposit products and other financial services; (xvi) concentrations of credit or deposit exposure; (xvii) changes or the lack of changes in interest rates, yield curves and interest rate spread relationships; (xviii) increased cybersecurity risk, including potential network breaches, business disruptions or financial losses; (xix) civil unrest, natural disasters, epidemics and other catastrophic events in the Company’s geographic area; (xx) geopolitical conditions, including acts or threats of terrorism or actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad; (xxi) the impact, extent and timing of technological changes; and (xxii) other circumstances, many of which are beyond management’s control.

Management believes that the assumptions underlying the Company’s forward-looking statements are reasonable, but any of the assumptions could prove to be inaccurate. Investors are urged to carefully consider the risks described in the Company’s filings with the Securities and Exchange Commission (the “SEC”) from time to time, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are available at www.renasant.com and the SEC’s website at www.sec.gov.

The Company undertakes no obligation, and specifically disclaims any obligation, to update or revise forward-looking statements, whether as a result of new information or to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by federal securities laws.

NON-GAAP FINANCIAL MEASURES:

In addition to results presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), this press release and the presentation slides furnished to the SEC on the same Form 8-K as this release contain non-GAAP financial measures, namely, (i) adjusted loan yield, (ii) adjusted net interest income and margin, (iii) pre-provision net revenue (including on an as-adjusted basis), (iv) adjusted net income, (v) adjusted diluted earnings per share, (vi) tangible book value per share, (vii) the tangible common equity ratio, (viii) the adjusted return on average assets and on average equity and certain other performance ratios (namely, the ratio of pre-provision net revenue to average assets and the return on average tangible assets and on average tangible common equity (including each of the foregoing on an as-adjusted basis)), and (ix) the adjusted efficiency ratio.

These non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets, including related amortization, and/or certain gains or charges (such as, for the fourth quarter of 2024, merger and conversion expenses and the gain on the sale of mortgage servicing rights), with respect to which the Company is unable to accurately predict when these charges will be incurred or, when incurred, the amount thereof. Management uses these non-GAAP financial measures when evaluating capital utilization and adequacy. In addition, the Company believes that these non-GAAP financial measures facilitate the making of period-to-period comparisons and are meaningful indicators of its operating performance, particularly because these measures are widely used by industry analysts for companies with merger and acquisition activities. Also, because intangible assets such as goodwill and the core deposit intangible can vary extensively from company to company and, as to intangible assets, are excluded from the calculation of a financial institution’s regulatory capital, the Company believes that the presentation of this non-GAAP financial information allows readers to more easily compare the Company’s results to information provided in other regulatory reports and the results of other companies. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the tables below under the caption “Non-GAAP Reconciliations”.

None of the non-GAAP financial information that the Company has included in this release or the accompanying presentation slides are intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Investors should note that, because there are no standardized definitions for the calculations as well as the results, the Company’s calculations may not be comparable to similarly titled measures presented by other companies. Also, there may be limits in the usefulness of these measures to investors. As a result, the Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

Non-GAAP Reconciliations

(Dollars in thousands, except per share data)	Three Months Ended															Twelve Months Ended
	Dec 31, 2024			Sep 30, 2024			Jun 30, 2024			Mar 31, 2024			Dec 31, 2023			Dec 31, 2024			Dec 31, 2023
Adjusted Pre-Provision Net Revenue (“PPNR”)
Net income (GAAP)	$	44,747		$	72,455		$	38,846		$	39,409		$	28,124		$	195,457		$	144,678
Income taxes		5,006			24,924			9,666			9,912			3,787			49,508			32,509
Provision for credit losses (including unfunded commitments)		2,600			935			3,300			2,438			2,518			9,273			15,593
Pre-provision net revenue (non-GAAP)	$	52,353		$	98,314		$	51,812		$	51,759		$	34,429		$	254,238		$	192,780
Merger and conversion expense		2,076			11,273			—			—			—			13,349			—
Gain on extinguishment of debt		—			—			—			(56	)		(620	)		(56	)		(620	)
Gain on sales of MSR		(252	)		—			—			(3,472	)		(547	)		(3,724	)		(547	)
Gain on sale of insurance agency		—			(53,349	)		—			—			—			(53,349	)		—
Losses on sales of securities (including impairments)		—			—			—			—			19,352			—			41,790
Adjusted pre-provision net revenue (non-GAAP)	$	54,177		$	56,238		$	51,812		$	48,231		$	52,614		$	210,458		$	233,403

Adjusted Net Income and Adjusted Tangible Net Income
Net income (GAAP)	$	44,747		$	72,455		$	38,846		$	39,409		$	28,124		$	195,457		$	144,678
Amortization of intangibles		1,133			1,160			1,186			1,212			1,274			4,691			5,380
Tax effect of adjustments noted above⁽¹⁾		(283	)		(296	)		(233	)		(237	)		(240	)		(1,173	)		(1,012	)
Tangible net income (non-GAAP)	$	45,597		$	73,319		$	39,799		$	40,384		$	29,158		$	198,975		$	149,046

Net income (GAAP)	$	44,747		$	72,455		$	38,846		$	39,409		$	28,124		$	195,457		$	144,678
Merger and conversion expense		2,076			11,273			—			—			—			13,349			—
Gain on extinguishment of debt		—			—			—			(56	)		(620	)		(56	)		(620	)
Gain on sales of MSR		(252	)		—			—			(3,472	)		(547	)		(3,724	)		(547	)
Gain on sale of insurance agency		—			(53,349	)		—			—			—			(53,349	)		—
Losses on sales of securities (including impairments)		—			—			—			—			19,352			—			41,790
Tax effect of adjustments noted above⁽¹⁾		(113	)		12,581			—			691			(3,422	)		13,389			(7,644	)
Adjusted net income (non-GAAP)	$	46,458		$	42,960		$	38,846		$	36,572		$	42,887		$	165,066		$	177,657
Amortization of intangibles		1,133			1,160			1,186			1,212			1,274			4,691			5,380
Tax effect of adjustments noted above⁽¹⁾		(283	)		(296	)		(233	)		(237	)		(240	)		(1,173	)		(1,012	)
Adjusted tangible net income (non-GAAP)	$	47,308		$	43,824		$	39,799		$	37,547		$	43,921		$	168,584		$	182,025
Tangible Assets and Tangible Shareholders’ Equity
Average shareholders’ equity (GAAP)	$	2,656,885		$	2,553,586		$	2,337,731		$	2,314,281		$	2,261,025		$	2,466,384		$	2,224,506
Average intangible assets		(1,003,551	)		(1,004,701	)		(1,008,638	)		(1,009,825	)		(1,011,130	)		(1,006,665	)		(1,012,239	)
Average tangible shareholders’ equity (non-GAAP)	$	1,653,334		$	1,548,885		$	1,329,093		$	1,304,456		$	1,249,895		$	1,459,719		$	1,212,267

Average assets (GAAP)	$	17,943,148		$	17,681,664		$	17,371,369		$	17,203,013		$	17,195,840		$	17,552,695		$	17,231,883
Average intangible assets		(1,003,551	)		(1,004,701	)		(1,008,638	)		(1,009,825	)		(1,011,130	)		(1,006,665	)		(1,012,239	)
Average tangible assets (non-GAAP)	$	16,939,597		$	16,676,963		$	16,362,731		$	16,193,188		$	16,184,710		$	16,546,030		$	16,219,644

Shareholders’ equity (GAAP)	$	2,678,318		$	2,658,078		$	2,354,701		$	2,322,350		$	2,297,383		$	2,678,318		$	2,297,383
Intangible assets		(1,003,003	)		(1,004,136	)		(1,008,062	)		(1,009,248	)		(1,010,460	)		(1,003,003	)		(1,010,460	)
Tangible shareholders’ equity (non-GAAP)	$	1,675,315		$	1,653,942		$	1,346,639		$	1,313,102		$	1,286,923		$	1,675,315		$	1,286,923

Total assets (GAAP)	$	18,034,868		$	17,958,840		$	17,510,391		$	17,345,741		$	17,360,535		$	18,034,868		$	17,360,535
Intangible assets		(1,003,003	)		(1,004,136	)		(1,008,062	)		(1,009,248	)		(1,010,460	)		(1,003,003	)		(1,010,460	)
Total tangible assets (non-GAAP)	$	17,031,865		$	16,954,704		$	16,502,329		$	16,336,493		$	16,350,075		$	17,031,865		$	16,350,075

Adjusted Performance Ratios
Return on average assets (GAAP)		0.99	%		1.63	%		0.90	%		0.92	%		0.65	%		1.11	%		0.84	%
Adjusted return on average assets (non-GAAP)		1.03			0.97			0.90			0.86			0.99			0.94			1.03
Return on average tangible assets (non-GAAP)		1.07			1.75			0.98			1.00			0.71			1.20			0.92
Pre-provision net revenue to average assets (non-GAAP)		1.16			2.21			1.20			1.21			0.79			1.45			1.12
Adjusted pre-provision net revenue to average assets (non-GAAP)		1.20			1.27			1.20			1.13			1.21			1.20			1.35
Adjusted return on average tangible assets (non-GAAP)		1.11			1.05			0.98			0.93			1.08			1.02			1.12
Return on average equity (GAAP)		6.70			11.29			6.68			6.85			4.93			7.92			6.50
Adjusted return on average equity (non-GAAP)		6.96			6.69			6.68			6.36			7.53			6.69			7.99
Return on average tangible equity (non-GAAP)		10.97			18.83			12.04			12.45			9.26			13.63			12.29
Adjusted return on average tangible equity (non-GAAP)		11.38			11.26			12.04			11.58			13.94			11.55			15.02

Adjusted Diluted Earnings Per Share
Average diluted shares outstanding		64,056,303			61,632,448			56,684,626			56,531,078			56,611,217			59,748,790			56,448,163

Diluted earnings per share (GAAP)	$	0.70		$	1.18		$	0.69		$	0.70		$	0.50		$	3.27		$	2.56
Adjusted diluted earnings per share (non-GAAP)	$	0.73		$	0.70		$	0.69		$	0.65		$	0.76		$	2.76		$	3.15

Tangible Book Value Per Share
Shares outstanding		63,565,690			63,564,028			56,367,924			56,304,860			56,142,207			63,565,690			56,142,207

Book value per share (GAAP)	$	42.13		$	41.82		$	41.77		$	41.25		$	40.92		$	42.13		$	40.92
Tangible book value per share (non-GAAP)	$	26.36		$	26.02		$	23.89		$	23.32		$	22.92		$	26.36		$	22.92

Tangible Common Equity Ratio
Shareholders’ equity to assets (GAAP)		14.85	%		14.80	%		13.45	%		13.39	%		13.23	%		14.85	%		13.23	%
Tangible common equity ratio (non-GAAP)		9.84	%		9.76	%		8.16	%		8.04	%		7.87	%		9.84	%		7.87	%
Adjusted Efficiency Ratio
Net interest income (FTE) (GAAP)	$	135,502		$	133,576		$	127,598		$	125,850		$	128,595		$	522,526		$	530,340

Total noninterest income (GAAP)	$	34,218		$	89,299		$	38,762		$	41,381		$	20,356		$	203,660		$	113,075
Gain on sales of MSR		(252	)		—			—			(3,472	)		(547	)		(3,724	)		(547	)
Gain on extinguishment of debt		—			—			—			(56	)		(620	)		(56	)		(620	)
Gain on sale of insurance agency		—			(53,349	)		—			—			—			53,349			—
Losses on sales of securities (including impairments)		—			—			—			—			19,352			—			41,790
Total adjusted noninterest income (non-GAAP)	$	33,966		$	35,950		$	38,762		$	37,853		$	38,541		$	146,531		$	153,698

Noninterest expense (GAAP)	$	114,747		$	121,983		$	111,976		$	112,912		$	111,880		$	461,618		$	439,622
Amortization of intangibles		(1,133	)		(1,160	)		(1,186	)		(1,212	)		(1,274	)		(4,691	)		(5,380	)
Merger and conversion expense		(2,076	)		(11,273	)		—			—			—			(13,349	)		—
Total adjusted noninterest expense (non-GAAP)	$	111,538		$	109,550		$	110,790		$	111,700		$	110,606		$	443,578		$	434,242

Efficiency ratio (GAAP)		67.61	%		54.73	%		67.31	%		67.52	%		75.11	%		63.57	%		68.33	%
Adjusted efficiency ratio (non-GAAP)		65.82	%		64.62	%		66.60	%		68.23	%		66.18	%		66.30	%		63.48	%

Adjusted Net Interest Income and Adjusted Net Interest Margin
Net interest income (FTE) (GAAP)	$	135,502		$	133,576		$	127,598		$	125,850		$	128,595		$	522,526		$	530,340
Net interest income collected on problem loans		(151	)		(642	)		146			(123	)		(283	)		(770	)		(219	)
Accretion recognized on purchased loans		(616	)		(1,089	)		(897	)		(800	)		(1,117	)		(3,402	)		(4,166	)
Adjustments to net interest income	$	(767	)	$	(1,731	)	$	(751	)	$	(923	)	$	(1,400	)	$	(4,172	)	$	(4,385	)
Adjusted net interest income (FTE) (non-GAAP)	$	134,735		$	131,845		$	126,847		$	124,927		$	127,195		$	518,354		$	525,955

Net interest margin (GAAP)		3.36	%		3.36	%		3.31	%		3.30	%		3.33	%		3.34	%		3.45	%
Adjusted net interest margin (non-GAAP)		3.34	%		3.32	%		3.29	%		3.28	%		3.29	%		3.31	%		3.42	%

Adjusted Loan Yield
Loan interest income (FTE) (GAAP)	$	201,562		$	204,935		$	200,670		$	194,640		$	190,857		$	801,807		$	713,897
Net interest income collected on problem loans		(151	)		(642	)		146			(123	)		(283	)		(770	)		(219	)
Accretion recognized on purchased loans		(616	)		(1,089	)		(897	)		(800	)		(1,117	)		(3,402	)		(4,166	)
Adjusted loan interest income (FTE) (non-GAAP)	$	200,795		$	203,204		$	199,919		$	193,717		$	189,457		$	797,635		$	709,512

Loan yield (GAAP)		6.29	%		6.47	%		6.41	%		6.30	%		6.18	%		6.37	%		5.97	%
Adjusted loan yield (non-GAAP)		6.27	%		6.41	%		6.38	%		6.27	%		6.14	%		6.34	%		5.93	%

_{⁽¹⁾ Tax effect is calculated based on the respective legal entity’s appropriate federal and state tax rates (as applicable) for the period, and includes the estimated impact of both current and deferred tax expense. The tax effect of the discrete gain on sale of insurance agency was calculated based on an estimated tax rate of 27.0%.}

Contacts:	For Media:	For Financials:
	John S. Oxford	James C. Mabry IV
	Senior Vice President	Executive Vice President
	Chief Marketing Officer	Chief Financial Officer
	(662) 680-1219	(662) 680-1281

The MIL Network –

January 29, 2025

MIL-OSI Security: Nigerian Man Extradited to the U.S. After Being Indicted for Sextortion Scheme That Caused Death of South Carolina Teen

Source: Federal Bureau of Investigation (FBI) State Crime Alerts (c)

COLUMBIA, S.C. — Hassanbunhussein Abolore Lawal (luh-wall), 24, of Osun State, Nigeria, has been extradited to the United States from Nigeria to face prosecution in a partially unsealed indictment for the sextortion of a South Carolina minor, which led to the victim’s death.

This investigation was launched after Gavin Guffey, a 17-year-old from Rock Hill, died by suicide in July 2022 after being victimized by Lawal’s scheme. Lawal allegedly posed as a young woman on social media and coerced the teen into sending compromising photos. He then extorted and sent harassing messages to the teen threatening to leak the photos and ruin his reputation unless the teen sent him money. Lawal later did the same to members of his family.

The five-count federal indictment charges Lawal with child exploitation resulting in death, the production and distribution of child sexual abuse material, coercion and enticement of a minor, cyberstalking resulting in death, interstate threats with intent to extort, and aiding/abetting. In addition to victimizing the teen in every count, the indictment alleges Lawal targeted the minor victim’s family in the stalking and extortion charges.

Lawal faces up to life in prison, and mandatory minimum prison sentences on multiple counts. The child exploitation resulting in death count carries a mandatory 30-year sentence. He also faces mandatory restitution, where the court may order Lawal to pay for losses incurred by the family as a result of his scheme.

The indictment was returned by a federal Grand Jury in South Carolina in October 2023. On Jan. 24, following extradition proceedings in Nigeria, agents with the FBI Columbia Field Office took custody of Lawal in Lagos, Nigeria and executed the removal with assistance from Nigerian law enforcement.

“We will not allow predators who target our children to hide behind a keyboard or across the ocean. Today we honor Gavin’s life and continue our fight against sextortion by holding this defendant accountable,” said U.S. Attorney Adair Ford Boroughs for the District of South Carolina. “This investigation and extradition are the result of tremendous law enforcement coordination both in the United States and Nigeria. We’re grateful to the many agencies who helped make this day possible.”

“This indictment represents the culmination of countless hours of dedicated work done by our investigators both here and abroad,” said Steve Jensen, Special Agent in Charge of the FBI Columbia Field Office. “The defendant’s alleged actions are reprehensible resulting in the tragic loss of a young man’s life. We remain steadfast in our commitment to holding criminals accountable, especially those who target our children and endanger their lives, no matter where they are.”

U.S. Attorney Boroughs and SAC Jensen thanked the U.S. Department of Justice’s Office of International Affairs (OIA), and U.S. State Department for their help in facilitating the arrest and extradition of Lawal.

Nigerian law enforcement provided critical assistance in the identification, investigation, arrest, and extradition of Lawal. U.S. Attorney Boroughs and SAC Jensen extend their appreciation and thanks to the Economic and Financial Crimes Commission (EFCC), the Nigerian Attorney General’s Office – Ministry of Justice, and all other involved Nigerian authorities for their important partnership in this case.

This case is part of Project Safe Childhood, a nationwide initiative designed to protect children from online exploitation and abuse. The U.S. Attorney’s Office, county prosecutor’s offices, the Internet Crimes Against Children task force (ICAC), federal, state, tribal, and local law enforcement are working closely together to locate, apprehend, and prosecute individuals who exploit children. The partners in Project Safe Childhood work to educate local communities about the dangers of online child exploitation, and to teach children how to protect themselves. For more information about Project Safe Childhood, please visit the following website: www.projectsafechildhood.gov. Individuals with information or concerns about possible child exploitation should contact local law enforcement officials.

If someone you know is being victimized by sextortion, please report to local law enforcement and to the FBI. Learn more about sextortion and find resources for parents, caregivers, and teachers.

The case was investigated by the FBI Columbia Field Office, the FBI’s Violent Crimes Against Children Section and International Operations Division, the South Carolina Law Enforcement Division, and the York County Sheriff’s Office.

Assistant U.S. Attorneys Elliott B. Daniels, Lothrop Morris, and Michael Shedd are prosecuting the case.

All charges in the indictment are merely accusations and that defendants are presumed innocent unless and until proven guilty beyond a reasonable doubt in a court of law.

###

MIL Security OSI –

January 29, 2025

MIL-OSI: Heartland BancCorp Earns $5.7 Million, or $2.63 Per Diluted Share, in the Fourth Quarter of 2024, and a Record $20.3 Million, or $9.75 Per Diluted Share, for the Year

Source: GlobeNewswire (MIL-OSI)

WHITEHALL, Ohio, Jan. 28, 2025 (GLOBE NEWSWIRE) — Heartland BancCorp (“Heartland” and “the Company”) (OTCQX: HLAN), parent company of Heartland Bank (“Bank”), today reported net income increased 7.2% to $5.7 million, or $2.63 per diluted share, in the fourth quarter of 2024, compared to $5.3 million, or $2.61 per diluted share, in the fourth quarter of 2023, and increased 28.0% compared to $4.4 million, or $2.12 per diluted share, in the preceding quarter. For the year 2024, net income increased 3.8% to a record $20.3 million, or $9.75 per diluted share, compared to $19.5 million, or $9.62 per diluted share, in 2023.

On July 29, 2024, Heartland announced that it had entered into a definitive merger agreement with German American Bancorp (“German American”). Upon completion of the transaction, Heartland’s subsidiary bank, Heartland Bank, will be merged into German American’s subsidiary bank, German American Bank, and operate under a co-branded name within the Ohio markets.

With the shareholders of Heartland and German American having each approved the Merger at special meetings held on November 19, 2024, Heartland and German American anticipate that the Merger will become effective as of February 1, 2025, subject to satisfaction of certain customary closing conditions contained in the Merger Agreement.

“Heartland produced strong net income for the fourth quarter, and record net income for the year, as we continue to deliver value to our clients and expand our market outreach,” stated G. Scott McComb, Chairman, President and Chief Executive Officer. “Our record earnings in 2024 were fueled by moderate loan growth and strong deposit growth generated in our Columbus and Greater Cincinnati market footprint, and our future growth opportunities will only be enhanced by our pending merger with German American. This strategic partnership allows us to partner with another like-minded, larger community bank that enables us to continue our strong brand and growth trajectory within the markets we serve. Strategically and culturally, Heartland and German American are exceptionally well-aligned with a strong commitment to the community banking business model. That model is centered on delivering an exceptional customer experience and the willingness to invest in local communities that Ohio has come to know and love from Heartland. I would like to thank our dedicated team of associates for all they do to support our loyal clients and communities as we look forward to continued success in 2025.”

Fourth Quarter 2024 Financial Highlights (at or for the three months ended December 31, 2024)

Net income was $5.7 million, or $2.63 per diluted share, compared to $5.3 million, or $2.61 per diluted share, in the fourth quarter of 2023.
Heartland recorded no provision for credit losses during the fourth quarter of 2024, compared to $550,000 for the fourth quarter a year ago.
Net interest margin was 3.19%, compared to 3.27% in the preceding quarter and 3.49% in the fourth quarter a year ago.
Fourth quarter revenues (net interest income plus noninterest income) were $18.5 million, compared to $18.6 million in the fourth quarter a year ago.
Annualized return on average assets was 1.14%, compared to 1.13% in the fourth quarter of 2023.
Annualized return on average tangible common equity was 13.90%, compared to 15.05% in the fourth quarter a year ago.
Net loans increased $5.6 million during the quarter to $1.54 billion at December 31, 2024, compared to three months earlier.
Demand deposits increased 2.8% during the quarter to $443.8 million, compared to $431.6 million three months earlier.
Credit quality remains strong with nonperforming loans to gross loans of 0.54% and nonperforming assets to total assets of 0.43% at December 31, 2024.
Tangible book value was $80.02 per share at December 31, 2024, compared to $74.23 per share a year ago.
Paid a quarterly cash dividend of $0.759 per share on December 30, 2024.

2024 Full Year Financial Highlights (at or for the twelve months ended December 31, 2024)

Net income for 2024 increased 3.8% to a record $20.3 million, compared to $19.5 million in 2023.
Net interest margin was 3.28% for the year, compared to 3.62% for 2023.
Annualized return on average assets was 1.06% for 2024, compared to 1.09% for 2023.
Annualized return on average tangible equity was 13.02% for 2024, compared to 14.15% for 2023.
Net loans increased $10.2 million year-over-year to $1.54 billion, compared to $1.53 billion a year ago.
Total deposits increased $108.1 million, or 6.6%, to $1.75 billion, compared to $1.64 billion a year ago.

Balance Sheet Review
Assets
Total assets increased 4.7% to $1.97 billion at December 31, 2024, compared to $1.88 billion a year earlier, and increased 1.6% compared to three months earlier. Heartland’s loan-to-deposit ratio was 88.0% at December 31, 2024, compared to 90.0% at September 30, 2024, and 93.2% at December 31, 2023.

Securities increased 5.3% to $222.4 million at December 31, 2024, compared to $211.1 million a year earlier, and decreased 3.3% compared to $229.9 million three months earlier. Securities comprise 11.3% of total assets at December 31, 2024, compared to 11.8% three months earlier and 11.2% a year ago.

Average earning assets increased to $1.87 billion in the fourth quarter of 2024, compared to $1.82 billion in the third quarter of 2024, and $1.75 billion in the fourth quarter of 2023. The average yield on interest-earning assets was 5.82% in the fourth quarter of 2024, down 13 basis points from 5.95% in the preceding quarter, and up 11 basis points from 5.71% in the fourth quarter a year ago.

Loan Portfolio
“Loan growth was muted during the fourth quarter, as we remain disciplined with new loan pricing amid stiff competition in our markets,” said Ben Babcanec, EVP and Chief Operating Officer.

Net loans totaled $1.54 billion at December 31, 2024, and increased modestly compared to $1.53 billion at September 30, 2024, and $1.52 billion at December 31, 2023. Commercial loans increased 7.8% from year ago levels to $186.2 million and comprise 11.9% of the total loan portfolio at December 31, 2024. Owner occupied commercial real estate loans (CRE) decreased 7.5% to $273.8 million at December 31, 2024, compared to a year ago, and comprise 17.6% of the total loan portfolio. Nonowner occupied CRE loans increased modestly to $503.2 million, compared to a year ago, and comprise 32.3% of the total loan portfolio at December 31, 2024. 1-4 family residential real estate loans increased 1.0% from year-ago levels to $513.2 million and represent 32.9% of total loans. Home equity loans increased 25.9% from year-ago levels to $65.1 million and represent 4.2% of total loans, while consumer loans decreased 5.6% from year-ago levels to $17.9 million and represent 1.1% of the total loan portfolio at December 31, 2024.

Deposits
Total deposits were $1.75 billion at December 31, 2024, a $45.0 million, or 2.6% increase, compared to $1.71 billion at September 30, 2024, and a $108.1 million, or 6.6% increase, compared to $1.64 billion at December 31, 2023. “Average deposits increased $61.6 million, or 3.6%, to $1.75 billion in the fourth quarter of 2024 compared to the preceding quarter, with good growth in all deposit categories,” said Babcanec.

At December 31, 2024, noninterest bearing demand deposit accounts decreased 9.0% compared to a year ago and represent 25.3% of total deposits; savings, NOW and money market accounts remained relatively unchanged compared to a year ago and represent 40.7% of total deposits; and CDs increased 33.8% compared to a year ago and comprise 33.9% of total deposits. The average cost of deposits was 2.73% in the fourth quarter of 2024, compared to 2.75% in the third quarter of 2024 and 2.21% in the fourth quarter of 2023.

Shareholders’ Equity
Shareholders’ equity was $175.4 million at December 31, 2024, compared to $175.9 million three months earlier and increased 7.9% compared to $162.5 million a year earlier. At December 31, 2024, Heartland’s tangible book value was $80.02 per share compared to $80.61 at September 30, 2024, and $74.23 at December 31, 2023.

Heartland continues to maintain capital levels in excess of the requirements to be categorized as “well-capitalized” with tangible equity to tangible assets of 8.30% at December 31, 2024, compared to 8.46% at September 30, 2024, and 8.00% at December 31, 2023.

Operating Results
In the fourth quarter of 2024, Heartland generated a ROAA of 1.14% and a ROATCE of 13.90%, compared to 0.91% and 11.10%, respectively, in the third quarter of 2024 and 1.13% and 15.05%, respectively, in the fourth quarter a year ago.

Net Interest Income/Net Interest Margin
Net interest income, before the provision for credit losses, decreased 2.5% to $15.0 million in the fourth quarter of 2024, compared to $15.4 million in the fourth quarter a year ago, and increased modestly compared to $14.9 million in the preceding quarter. For the year ended December 31, 2024, net interest income decreased 2.4% to $59.6 million, compared to $61.0 million in 2023.

Total revenues (net interest income, before the provision for credit losses, plus noninterest income) were $18.5 million in the fourth quarter of 2024, a 1.0% decrease compared to $18.6 million in the fourth quarter a year ago, and a 2.8% increase compared to $18.0 million in the preceding quarter. For the year 2024, total revenues were $72.4 million, compared to $73.5 million in 2023.

Heartland’s net interest margin was 3.19% in the fourth quarter of 2024, compared to 3.27% in the preceding quarter and 3.49% in the fourth quarter of 2023.

“The interest rate reductions during the third and fourth quarters of 2024 put temporary pressure on our net interest margin due to a lag in the maturity and downward repricing of some higher cost deposits,” said Carrie Almendinger, EVP and Chief Financial Officer.

Provision for Credit Losses
Due to strong credit quality, minimal net loan charge-offs, modest loan growth and economic forecast improvements within the CECL model, Heartland recorded no provision for credit losses in the fourth quarter of 2024. This compared to no provision for credit losses in the third quarter of 2024 and a $550,000 provision for credit losses in the fourth quarter of 2023.

Noninterest Income
Noninterest income increased 7.9% to $3.5 million in the fourth quarter of 2024, compared to $3.2 million in the fourth quarter a year ago, and increased 14.7% compared to $3.0 million in the preceding quarter. “Higher title insurance income and increases in income from life insurance contributed to gains in noninterest income during the fourth quarter,” said Almendinger.

Gains on sale of loans and originated mortgage servicing rights decreased 16.1% to $616,000 in the fourth quarter of 2024, compared to $734,000 in the fourth quarter a year ago, and decreased 10.6% compared to $689,000 in the preceding quarter. For the year 2024, noninterest income increased 3.1% to $12.8 million, compared to $12.4 million in 2023.

Noninterest Expense
Noninterest expense was $11.6 million during the fourth quarter of 2024, compared to $12.4 million in the preceding quarter and $11.6 million in the fourth quarter a year ago. Salary and employee benefits expense, the largest component of noninterest expense, was $6.8 million in the fourth quarter of 2024, compared to $7.2 million in the preceding quarter and $7.4 million in the fourth quarter of 2023. For the year 2024, noninterest expense totaled $47.5 million, compared to $47.1 million in 2023.

One-time merger related expenses totaled $278,000 in the fourth quarter of 2024 and $671,000 in the third quarter of 2024.

The efficiency ratio for the fourth quarter of 2024 was 62.7%, compared to 69.1% for the preceding quarter and 62.5% for the fourth quarter of 2023.

Income Tax Provision
In the fourth quarter of 2024, Heartland recorded $1.2 million in state and federal income tax expense for an effective tax rate of 17.7%, compared to $1.1 million, or 20.2%, in the third quarter of 2024 and $1.1 million, or 17.7%, in the fourth quarter a year ago.

Credit Quality
“Our credit quality metrics continue to remain stable, despite an increase in nonaccrual loans during the quarter,” said McComb. “Overall, we are seeing minimal signs of stress in the loan portfolio, and we hold strong collateral positions with all our loans.”

At December 31, 2024, the allowance for credit losses plus unfunded commitment liability (ACL + UCL) was $19.0 million, or 1.22% of total loans, compared to $19.1 million, or 1.23% of total loans, at September 30, 2024, and $19.4 million, or 1.25% of total loans, a year ago. As of December 31, 2024, the ACL represented 367% of nonaccrual loans, compared to 949% three months earlier and 1,106% one year earlier.

Nonaccrual loans were $4.9 million at December 31, 2024, compared to $1.9 million at September 30, 2024, and $1.6 million at December 31, 2023. At December 31, 2024, nonaccrual loans totaled 12 loans with an average balance of approximately $406,000. There was $3.6 million in loans past due 90 days and still accruing at December 31, 2024, compared to $5,000 at September 30, 2024, and $468,000 at December 31, 2023. Net loan charge-offs totaled $71,000 at December 31, 2024, compared to $32,000 in net loan recoveries at September 30, 2024, and $318,000 in net loan charge-offs at December 31, 2023.

There was no other real estate owned (“OREO”) and other nonperforming assets on the books at December 31, 2024. This compared to OREO of $30,000 at September 30, 2024, and $10,000 at December 31, 2023. Nonperforming assets (NPAs), consisting of nonperforming loans and loans past due 90 days or more, were $8.4 million, or 0.43% of total assets, at December 31, 2024, compared to $1.9 million, or 0.10%, at September 30, 2024, and $2.1 million, or 0.11% of total assets, at December 31, 2023.

About Heartland BancCorp
Heartland BancCorp is a registered Ohio bank holding company and the parent of Heartland Bank, which operates 20 full-service banking offices and TransCounty Title Agency, LLC. Heartland Bank, founded in 1911, provides full-service commercial, small business and consumer banking services; professional financial planning services; and other financial products and services. Heartland Bank is a member of the Federal Reserve, a member of the FDIC and an Equal Housing Lender. Heartland BancCorp is currently quoted on the OTC Markets (OTCQX) under the symbol HLAN. Learn more about Heartland Bank at Heartland.Bank.

Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) Heartland’s plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts; and (ii) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of Heartland’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Heartland. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of the following factors, among others: (1) the assumptions and estimates used by Heartland’s management include both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments, and thus, may not be realized; (2) legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which Heartland is engaged; (3) changes in the interest rate environment may adversely affect net interest income; (4) results may be adversely affected by continued diversification of assets and adverse changes to credit quality; (5) competition from other financial services companies in Heartland’s markets could adversely affect operations; and (6) the current economic slowdown could adversely affect credit quality and loan originations.

Heartland cautions that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements are expressly qualified in their entirety by the cautionary statements above. Heartland does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made, except as required by law.

Additional Information
Communications in this press release do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed merger will be submitted to both the German American and Heartland shareholders for their consideration. In connection with the proposed merger, German American will file a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”) that will include a joint proxy statement for German American and Heartland and a prospectus for German American and other relevant documents concerning the proposed merger. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CORRESPONDING JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain a copy of the joint proxy statement/prospectus once filed, as well as other filings containing information about German American, without charge, at the SEC’s website (http://www.sec.gov) or by accessing German American’s website (http://www.germanamerican.com) under the tab “Investor Relations” and then under the heading “Financial Information”. Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Bradley C. Arnett, Investor Relations, German American Bancorp, Inc., 711 Main Street, Box 810, Jasper, Indiana 47546, telephone 812-482-1314 or to Jennifer Eckert, Investor Relations, Heartland BancCorp, 430 North Hamilton Road, Whitehall, Ohio 43213, telephone 614-337-4600.

German American and Heartland and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of German American and Heartland in connection with the proposed merger. Information about the directors and executive officers of German American is set forth in the proxy statement for German American’s 2024 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 21, 2024, which information has been updated by German American from time to time in subsequent filings with the SEC. Information about the directors and executive officers of Heartland will be set forth in the joint proxy statement/prospectus relating to the proposed merger. Additional information about the interests of those participants and other persons who may be deemed participants in the transaction may also be obtained by reading the joint proxy statement/prospectus relating to the proposed merger when it becomes available. Free copies of this document may be obtained as described above.


Heartland BancCorp
Quarterly Financial Summary

		Three Months Ended
Earnings and dividends:		Dec. 31, 2024			Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023
	Interest income	$	27,334		$	27,233		$	26,190		$	25,626		$	25,195
	Interest expense		12,334			12,288			11,408			10,764			9,807
	Net interest income		15,000			14,945			14,782			14,862			15,388
	Provision for credit losses		–			–			–			–			550
	Noninterest income		3,470			3,026			3,212			3,119			3,217
	Noninterest expense		11,580			12,420			11,753			11,775			11,632
	Provision for income taxes		1,222			1,123			1,154			1,124			1,135
	Net income		5,668			4,428			5,087			5,082			5,288

Share data:
	Basic earnings per share	$	2.80		$	2.19		$	2.52		$	2.52		$	2.62
	Diluted earnings per share		2.63			2.12			2.50			2.51			2.61
	Dividends declared per share		0.76			0.76			0.76			0.76			0.76
	Book value per share		86.31			86.95			83.19			81.28			80.66
	Tangible book value per share		80.02			80.61			76.81			74.88			74.23

	Common shares outstanding, 20,000,000 authorized		2,123,355			2,113,153			2,106,879			2,105,737			2,105,737
	Treasury shares		(90,612	)		(90,612	)		(90,612	)		(90,612	)		(90,612	)
	Common shares, net		2,032,743			2,022,541			2,016,267			2,015,125			2,015,125
	Average common shares outstanding, net		2,024,267			2,018,442			2,015,627			2,015,125			2,015,125

Balance sheet – average balances:
	Loans receivable, net	$	1,541,814		$	1,533,219		$	1,524,818		$	1,519,946		$	1,520,331
	Earning assets		1,869,509			1,820,509			1,795,555			1,776,073			1,749,160
	Goodwill & intangible assets		12,805			12,846			12,888			12,934			12,982
	Total assets		1,974,165			1,926,237			1,899,413			1,878,171			1,854,191
	Demand deposits		442,599			423,555			437,524			453,581			476,992
	Deposits		1,751,452			1,689,877			1,670,394			1,639,911			1,622,335
	Borrowings		29,508			47,792			47,225			58,938			60,857
	Shareholders’ equity		175,050			171,562			164,744			163,283			152,393

Ratios:
	Return on average assets		1.14	%		0.91	%		1.08	%		1.09	%		1.13	%
	Return on average equity		12.88	%		10.27	%		12.42	%		12.52	%		13.77	%
	Return on average tangible common equity		13.90	%		11.10	%		13.47	%		13.59	%		15.05	%
	Yield on earning assets		5.82	%		5.95	%		5.87	%		5.80	%		5.71	%
	Cost of deposits		2.73	%		2.75	%		2.61	%		2.45	%		2.21	%
	Cost of funds		2.76	%		2.81	%		2.67	%		2.55	%		2.31	%
	Net interest margin		3.19	%		3.27	%		3.31	%		3.37	%		3.49	%
	Efficiency ratio		62.70	%		69.11	%		65.33	%		65.49	%		62.52	%

Asset quality:
	Net loan charge-offs to average loans		0.02	%		-0.01	%		0.08	%		0.01	%		0.08	%
	Nonperforming loans to gross loans		0.54	%		0.12	%		0.13	%		0.13	%		0.13	%
	Nonperforming assets to total assets		0.43	%		0.10	%		0.11	%		0.10	%		0.11	%
	Allowance for credit losses to gross loans		1.15	%		1.15	%		1.15	%		1.17	%		1.16	%
	ACL + UCL to gross loans		1.22	%		1.23	%		1.23	%		1.27	%		1.25	%

Heartland BancCorp
Consolidated Balance Sheets


Assets		Dec. 31, 2024			Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023
	Cash and due from	$	15,783		$	35,186		$	14,292		$	18,314		$	16,750
	Interest bearing deposits		87,077			32,585			31,419			15,717			19,932
	Interest bearing time deposits		–			–			–			–			–
	Available-for-sale securities		222,351			229,907			233,270			222,609			211,130
	Held-to-maturity securities		0			0			0			0			0

	Loans held for sale		1,462			2,854			2,855			2,210			1,145

	Commercial		186,156			183,739			179,961			166,413			172,658
	CRE (Owner occupied)		273,764			287,261			291,107			293,542			295,996
	CRE (Non Owner occupied)		503,223			489,483			495,466			489,709			501,056
	1-4 Family		513,223			510,587			504,959			507,374			508,826
	Home Equity		65,098			63,184			59,011			54,178			51,697
	Consumer		17,902			19,436			18,916			18,859			18,974
	Allowance for credit losses		(17,902	)		(17,845	)		(17,813	)		(17,897	)		(17,928	)
	Net Loans		1,541,464			1,535,845			1,531,607			1,512,178			1,531,279

	Premises and equipment		32,115			32,548			33,039			33,298			33,649
	Nonmarketable equity securities		6,949			6,946			6,943			6,941			6,866
	Mortgage servicing rights, net		3,638			3,545			3,473			3,384			3,373
	Foreclosed assets held for sale		0			30			0			0			10
	Goodwill		12,388			12,388			12,388			12,388			12,388
	Intangible Assets		392			433			475			517			565
	Deferred income taxes		7,375			6,007			7,213			6,662			7,087
	Life insurance assets		20,614			20,809			20,675			20,545			20,315
	Accrued interest receivable and other assets		20,128			21,520			22,483			22,429			18,661
	Total assets	$	1,971,736		$	1,940,603		$	1,920,132		$	1,877,192		$	1,883,150

Liabilities and Shareholders’ Equity
Liabilities
	Deposits
	Demand	$	443,754		$	431,582		$	414,829		$	419,864		$	487,631
	Saving, NOW and money market		713,060			686,221			673,674			705,942			711,198
	Time		593,876			587,927			556,690			502,848			443,772
	Total deposits		1,750,690			1,705,730			1,645,193			1,628,654			1,642,601
	Repurchase agreements		4,975			5,590			6,295			4,472			4,583
	FHLB Advances		0			10,000			59,000			38,000			31,000
	Subordinated debt		24,076			24,065			24,055			24,044			24,034
	Interest payable and other liabilities		16,555			19,352			17,849			18,228			18,400
	Total liabilities		1,796,296			1,764,737			1,752,392			1,713,398			1,720,618

Shareholders’ Equity
	Common stock, without par value		64,986			63,899			63,002			62,797			62,725
	Retained earnings		134,193			130,069			127,174			123,617			120,064
	Accumulated other comprehensive income (expense)		(18,745	)		(13,108	)		(17,442	)		(17,626	)		(15,263	)
	Treasury stock at Cost, Common		(4,994	)		(4,994	)		(4,994	)		(4,994	)		(4,994	)
	Total shareholders’ equity		175,440			175,866			167,740			163,794			162,532
	Total liabilities and shareholders’ equity	$	1,971,736		$	1,940,603		$	1,920,132		$	1,877,192		$	1,883,150

Heartland BancCorp
Consolidated Statements of Income

		Three Months Ended
Interest Income		Dec. 31, 2024		Sep. 30, 2024		Jun. 30, 2024		Mar. 31, 2024		Dec. 31, 2023
	Loans	$	23,943	$	24,194	$	23,381	$	23,015	$	22,850
	Securities
	Taxable		1,756		1,870		1,744		1,637		1,374
	Tax-exempt		683		686		677		657		629
	Other		952		483		388		317		342
	Total interest income		27,334		27,233		26,190		25,626		25,195
Interest Expense
	Deposits		12,005		11,687		10,832		10,006		9,017
	Borrowings		329		601		576		758		790
	Total interest expense		12,334		12,288		11,408		10,764		9,807
Net Interest Income			15,000		14,945		14,782		14,862		15,388
Provision for Credit Losses			–		–		–		–		550
Net Interest Income After Provision for Credit Losses			15,000		14,945		14,782		14,862		14,838
Noninterest income
	Service charges		977		1,005		1,011		952		1,002
	Gains on sale of loans and originated MSR		616		689		645		518		734
	Loan servicing fees, net		370		416		396		494		354
	Title insurance income		292		120		231		210		214
	Increase in cash value of life insurance		637		134		130		230		175
	Other		578		662		799		715		738
	Total noninterest income		3,470		3,026		3,212		3,119		3,217
Noninterest Expense
	Salaries and employee benefits		6,764		7,181		7,064		7,300		7,430
	Net occupancy and equipment expense		1,079		1,133		1,145		1,106		1,052
	Software and data processing fees		1,187		1,230		1,158		1,156		1,163
	Professional fees		702		1,125		496		233		242
	Marketing expense		228		213		303		310		320
	State financial institution tax		327		292		293		292		260
	FDIC insurance premiums		229		214		234		284		299
	Other		1,064		1,032		1,060		1,094		866
	Total noninterest expense		11,580		12,420		11,753		11,775		11,632
Income before Income Tax			6,890		5,551		6,241		6,206		6,423
Provision for Income Taxes			1,222		1,123		1,154		1,124		1,135
Net Income		$	5,668	$	4,428	$	5,087	$	5,082	$	5,288
Basic Earnings Per Share		$	2.80	$	2.19	$	2.52	$	2.52	$	2.62
Diluted Earnings Per Share		$	2.63	$	2.12	$	2.50	$	2.51	$	2.61

Heartland BancCorp
Consolidated Statements of Income

		Twelve Months Ended
Interest Income		Dec. 31, 2024		Dec. 31, 2023
	Loans	$	94,533	$	84,424
	Securities		–
	Taxable		7,007		4,320
	Tax-exempt		2,703		2,442
	Other		2,140		1,200
	Total interest income		106,383		92,386
Interest Expense			–
	Deposits		44,530		28,690
	Borrowings		2,264		2,662
	Total interest expense		46,794		31,352
Net Interest Income			59,589		61,034
Provision for Credit Losses			–		2,600
Net Interest Income After Provision for Credit Losses			59,589		58,434
Noninterest income
	Service charges		3,945		4,012
	Gains on sale of loans and originated MSR		2,468		2,372
	Loan servicing fees, net		1,676		1,530
	Title insurance income		853		892
	Increase in cash value of life insurance		1,131		526
	Other		2,754		3,108
	Total noninterest income		12,827		12,440
Noninterest Expense
	Salaries and employee benefits		28,309		29,558
	Net occupancy and equipment expense		4,463		4,231
	Software and data processing fees		4,731		4,462
	Professional fees		2,556		1,021
	Marketing expense		1,054		1,199
	State financial institution tax		1,204		1,039
	FDIC insurance premiums		961		1,166
	Other		4,250		4,376
	Total noninterest expense		47,528		47,052
Income before Income Tax			24,888		23,822
Provision for Income Taxes			4,623		4,306
Net Income		$	20,265	$	19,516
Basic Earnings Per Share		$	10.04	$	9.69
Diluted Earnings Per Share		$	9.75	$	9.62

Heartland BancCorp
ADDITIONAL FINANCIAL INFORMATION
(Dollars in thousands except per share amounts)(Unaudited)

Asset Quality Ratios and Data:
	Dec. 31, 2024			Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023
Nonaccrual loans (excluding restructured loans)	$	4,872		$	1,881		$	1,569		$	1,817		$	1,621
Nonaccrual restructured loans		–			–			–			–			–
Loans past due 90 days and still accruing		3,559			5			513			149			468
Total non-performing loans		8,431			1,886			2,082			1,966			2,089

OREO and other non-performing assets		–			30			–			–			10
Total non-performing assets	$	8,431		$	1,916		$	2,082		$	1,966		$	2,099

Nonperforming loans to gross loans		0.54	%		0.12	%		0.13	%		0.13	%		0.13	%
Nonperforming assets to total assets		0.43	%		0.10	%		0.11	%		0.10	%		0.11	%
Allowance for credit losses to gross loans		1.15	%		1.15	%		1.15	%		1.17	%		1.16	%
Unfunded commitment liability to gross loans		0.07	%		0.08	%		0.08	%		0.10	%		0.09	%
ACL + UCL to gross loans		1.22	%		1.23	%		1.23	%		1.27	%		1.25	%

Contact:	G. Scott McComb, Chairman, President & CEO
	Heartland BancCorp 614-337-4600

The MIL Network –

January 29, 2025

MIL-OSI: Qorvo® Announces Fiscal 2025 Third Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

GREENSBORO, N.C., Jan. 28, 2025 (GLOBE NEWSWIRE) — Qorvo^® (Nasdaq:QRVO), a leading global provider of connectivity and power solutions, today announced financial results for the Company’s fiscal 2025 third quarter ended December 28, 2024.

On a GAAP basis, revenue for Qorvo’s fiscal 2025 third quarter was $916.3 million, gross margin was 42.7%, operating income was $53.0 million, and diluted earnings per share was $0.43. On a non-GAAP basis, gross margin was 46.5%, operating income was $177.9 million, and diluted earnings per share was $1.61.

Bob Bruggeworth, president and chief executive officer of Qorvo, said, “Qorvo is executing on a broad set of strategic initiatives to expand margin, generate strong free cash flow, and increase shareholder value. During the December quarter, we continued to successfully support our largest customer, who represented approximately 50% of sales. Within our Android 5G product portfolio, we are narrowing our focus to the higher-value flagship and premium tiers, where customers value Qorvo’s differentiated products. In HPA, we had record Defense & Aerospace quarterly revenue and expect continued strength in the March quarter. As we continue to execute on our growth and diversification strategy, we expect HPA and CSG to deliver double-digit growth in fiscal 2025 and next fiscal year.”

Financial Commentary and Outlook

Grant Brown, chief financial officer of Qorvo, said, “Qorvo exceeded the midpoint of our December quarter non-GAAP guidance in revenue, gross margin, and EPS. During the quarter, we took proactive steps to change how we support our Android business. These actions will reduce operating expense and are expected to benefit gross margin in our fiscal 2026. Subsequent to the quarter, we divested our silicon carbide business. These actions, in aggregate, are expected to support a high-40%’s gross margin in seasonally strong quarters of fiscal 2026 and additional gross margin improvement in fiscal 2027.”

Qorvo’s current outlook for the March 2025 quarter is:

Quarterly revenue of approximately $850 million, plus or minus $25 million¹
Non-GAAP gross margin between 43% and 44%
Non-GAAP diluted earnings per share between $0.90 and $1.10

_{¹ Includes immaterial silicon carbide revenue, versus silicon carbide revenue of approximately $9 million in the December 2024 quarter}

See “Forward-looking non-GAAP financial measures” below. Qorvo’s actual quarterly results may differ from these expectations and projections, and such differences may be material.

Selected Financial Information

The following tables set forth selected GAAP and non-GAAP financial information for Qorvo for the periods indicated. See the more detailed financial information for Qorvo, including reconciliations of GAAP and non-GAAP financial information, attached.

SELECTED GAAP RESULTS
(In millions, except for percentages and EPS)
(Unaudited)

	Q3 Fiscal 2025			Q2 Fiscal 2025			Q3 Fiscal 2024			Sequential Change			Year-over-Year Change
Revenue	$	916.3		$	1,046.5		$	1,073.9		$	(130.2	)	$	(157.6	)
Gross profit	$	391.4		$	445.3		$	387.9		$	(53.9	)	$	3.5
Gross margin		42.7	%		42.6	%		36.1	%	0.1 ppt			6.6 ppt
Operating expenses	$	338.4		$	435.6		$	429.4		$	(97.2	)	$	(91.0	)
Operating income (loss)	$	53.0		$	9.7		$	(41.6	)	$	43.3		$	94.6
Net income (loss)	$	41.3		$	(17.4	)	$	(126.9	)	$	58.7		$	168.2
Weighted-average diluted shares		95.0			94.9			97.2			0.1			(2.2	)
Diluted EPS (loss per share)	$	0.43		$	(0.18	)	$	(1.31	)	$	0.61		$	1.74


SELECTED NON-GAAP RESULTS⁽¹⁾
(In millions, except for percentages and EPS)
(Unaudited)

	Q3 Fiscal 2025			Q2 Fiscal 2025			Q3 Fiscal 2024			Sequential Change			Year-over-Year Change
Revenue	$	916.3		$	1,046.5		$	1,073.9		$	(130.2	)	$	(157.6	)
Gross profit	$	426.3		$	492.0		$	470.5		$	(65.7	)	$	(44.2	)
Gross margin		46.5	%		47.0	%		43.8	%	(0.5) ppt			2.7 ppt
Operating expenses	$	248.4		$	279.8		$	234.0		$	(31.4	)	$	14.4
Operating income	$	177.9		$	212.2		$	236.5		$	(34.3	)	$	(58.6	)
Net income	$	152.8		$	179.8		$	205.9		$	(27.0	)	$	(53.1	)
Weighted-average diluted shares		95.0			95.8			97.8			(0.8	)		(2.8	)
Diluted EPS	$	1.61		$	1.88		$	2.10		$	(0.27	)	$	(0.49	)

^{(1) Adjusted for stock-based compensation expense, amortization of intangible assets, restructuring-related charges, acquisition and integration-related costs, goodwill and other asset impairments, net adjustments related to a terminated capacity reservation agreement, gain or loss on assets, other expense or income, gain or loss on investments, and an adjustment of income taxes.}

SELECTED GAAP RESULTS BY OPERATING SEGMENT
(In millions, except percentages)
(Unaudited)
	Q3 Fiscal 2025			Q2 Fiscal 2025			Q3 Fiscal 2024			Sequential Change		Year-over-Year Change
Revenue
HPA	$	171.7		$	148.3		$	118.9		15.8	%	44.4	%
CSG		109.5			146.8			108.9		(25.4	)%	0.6	%
ACG		635.1			751.4			846.1		(15.5	)%	(24.9	)%
Total revenue	$	916.3		$	1,046.5		$	1,073.9		(12.4	)%	(14.7	)%
Operating income (loss)
HPA	$	32.6		$	13.1		$	1.6		148.9	%	1,937.5	%
CSG		(11.7	)		(9.0	)		(25.6	)	(30.0	)%	54.3	%
ACG		161.2			215.1			263.8		(25.1	)%	(38.9	)%
All other⁽¹⁾		(129.1	)		(209.5	)		(281.4	)	38.4	%	54.1	%
Total operating income (loss)	$	53.0		$	9.7		$	(41.6	)	446.4	%	227.4	%
Operating income (loss) as a % of revenue
HPA		19.0	%		8.8	%		1.3	%	10.2 ppt		17.7 ppt
CSG		(10.7	)		(6.1	)		(23.5	)	(4.6) ppt		12.8 ppt
ACG		25.4			28.6			31.2		(3.2) ppt		(5.8) ppt
Total operating income (loss) as a % of revenue		5.8	%		0.9	%	(3.9		)%	4.9 ppt		9.7 ppt

^{(1) Includes stock-based compensation expense, amortization of intangible assets, restructuring-related charges, acquisition and integration-related costs, goodwill and other asset impairments, net adjustments related to a terminated capacity reservation agreement, gain or loss on assets, other expense or income, costs associated with upgrading certain of the Company’s core business systems and other miscellaneous corporate overhead expenses.}

Non-GAAP Financial Measures

In addition to disclosing financial results calculated in accordance with United States (U.S.) generally accepted accounting principles (GAAP), this earnings release contains some or all of the following non-GAAP financial measures: (i) non-GAAP gross profit and gross margin, (ii) non-GAAP operating expenses, operating income and operating margin, (iii) non-GAAP net income, (iv) non-GAAP net income per diluted share, (v) free cash flow, (vi) EBITDA, (vii) non-GAAP return on invested capital (ROIC), and (viii) net debt or positive net cash. Each of these non-GAAP financial measures is either adjusted from GAAP results to exclude certain expenses or derived from multiple GAAP measures, which are outlined in the “Reconciliation of GAAP to Non-GAAP Financial Measures” tables, attached, and the “Additional Selected Non-GAAP Financial Measures and Reconciliations” tables, attached.

In managing Qorvo’s business on a consolidated basis, management develops an annual operating plan, which is approved by our Board of Directors, using non-GAAP financial measures. In developing and monitoring performance against this plan, management considers the actual or potential impacts on these non-GAAP financial measures from actions taken to reduce costs with the goal of increasing gross margin and operating margin. In addition, management relies upon these non-GAAP financial measures to assess whether research and development efforts are at an appropriate level, and when making decisions about product spending, administrative budgets, and other operating expenses. Also, we believe that non-GAAP financial measures provide useful supplemental information to investors and enable investors to analyze the results of operations in the same way as management. We have chosen to provide this supplemental information to enable investors to perform additional comparisons of our operating results, to assess our liquidity and capital position and to analyze financial performance excluding the effect of expenses unrelated to operations, and stock-based compensation expense, which may obscure trends in Qorvo’s underlying performance.

We believe that these non-GAAP financial measures offer an additional view of Qorvo’s operations that, when coupled with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of Qorvo’s results of operations and the factors and trends affecting Qorvo’s business. However, these non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

Our rationale for using these non-GAAP financial measures, as well as their impact on the presentation of Qorvo’s operations, are outlined below:

Non-GAAP gross profit and gross margin. Non-GAAP gross profit and gross margin exclude amortization of intangible assets, stock-based compensation expense, restructuring-related charges, acquisition and integration-related costs, and certain other expense (income). We believe that exclusion of these costs in presenting non-GAAP gross profit and gross margin facilitates a useful evaluation of our historical performance and projected costs and the potential for realizing cost efficiencies.

We view amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company’s research and development efforts, trade names, and customer relationships, as items arising from pre-acquisition activities, determined at the time of an acquisition, rather than ongoing costs of operating Qorvo’s business. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangible assets is a static expense, which is not typically affected by operations during any particular period. Although we exclude the amortization of purchased intangible assets from these non-GAAP financial measures, management believes that it is important for investors to understand that such intangible assets were recorded as part of purchase price accounting and contribute to revenue generation.

We believe that presentation of non-GAAP gross profit and gross margin and other non-GAAP financial measures that exclude the impact of stock-based compensation expense assists management and investors in evaluating the period-over-period performance of Qorvo’s ongoing operations because (i) the expenses are non-cash in nature, and (ii) although the size of the grants is within our control, the amount of expense varies depending on factors such as short-term fluctuations in stock price volatility and prevailing interest rates, which can be unrelated to the operational performance of Qorvo during the period in which the expense is incurred and generally are outside the control of management. Moreover, we believe that the exclusion of stock-based compensation expense in presenting non-GAAP gross profit and gross margin and other non-GAAP financial measures is useful to investors to understand the impact of the expensing of stock-based compensation to Qorvo’s gross profit and gross margins and other financial measures in comparison to prior periods. We also believe that the adjustments to profit and margin related to restructuring-related charges, and acquisition and integration-related costs do not constitute part of Qorvo’s ongoing operations and therefore the exclusion of these items provides management and investors with better visibility into the actual costs required to generate revenues over time and facilitates a useful evaluation of our historical and projected performance. We believe disclosure of non-GAAP gross profit and gross margin has economic substance because the excluded expenses do not represent continuing cash expenditures and, as described above, we have little control over the timing and amount of the expenses in question.

Non-GAAP gross profit and gross margin also exclude net adjustments related to a terminated capacity reservation agreement. In October 2023, a long-term capacity reservation agreement with a foundry supplier was amended. Pursuant to the amendment, Qorvo is no longer obligated to order silicon wafers from the foundry supplier and the agreement was terminated effective December 31, 2023. Included in the net adjustments to our cost of goods sold for the third quarter of fiscal 2024 is a contract termination fee which we paid during the fourth quarter of fiscal 2024. We believe these net adjustments are not reflective of the performance of our ongoing business.

Non-GAAP operating expenses, operating income and operating margin. Non-GAAP operating expenses, operating income and operating margin exclude stock-based compensation expense, amortization of intangible assets, acquisition and integration-related costs, goodwill and other asset impairments, restructuring-related charges, net adjustments related to a terminated capacity reservation agreement, (gain) loss on assets and certain other expense (income). We believe that presentation of a measure of operating expenses, operating income and operating margin that excludes amortization of intangible assets and stock-based compensation expense is useful to both management and investors for the same reasons as described above with respect to our use of non-GAAP gross profit and gross margin. We believe that acquisition and integration-related costs, goodwill and other asset impairments, restructuring-related charges, net adjustments related to a terminated capacity reservation agreement, (gain) loss on assets and certain other expense (income) do not constitute part of Qorvo’s ongoing operations and therefore, the exclusion of these costs provides management and investors with better visibility into the actual costs required to generate revenues over time and facilitates a useful evaluation of our historical and projected performance. We believe disclosure of non-GAAP operating expenses, operating income and operating margin has economic substance because the excluded expenses are either unrelated to ongoing operations or do not represent current cash expenditures.

Non-GAAP net income and non-GAAP net income per diluted share. Non-GAAP net income and non-GAAP net income per diluted share exclude the effects of stock-based compensation expense, amortization of intangible assets, acquisition and integration-related costs, goodwill and other asset impairments, restructuring-related charges, net adjustments related to a terminated capacity reservation agreement, (gain) loss on assets, certain other expense (income), gain or loss on investments, and also reflect an adjustment of income taxes. The income tax adjustment primarily represents the use of research and development tax credit carryforwards, deferred tax expense (benefit) items not affecting taxes payable, adjustments related to the deemed and actual repatriation of historical foreign earnings, non-cash expense (benefit) related to uncertain tax positions and other items unrelated to the current fiscal year or that are not indicative of our ongoing business operations. We believe that presentation of measures of net income and net income per diluted share that exclude these items is useful to both management and investors for the reasons described above with respect to non-GAAP gross profit and gross margin and non-GAAP operating expenses, operating income and operating margin. We believe disclosure of non-GAAP net income and non-GAAP net income per diluted share has economic substance because the excluded expenses are either unrelated to ongoing operations or do not represent current cash expenditures.

Free cash flow. Qorvo defines free cash flow as net cash provided by operating activities during the period minus property and equipment expenditures made during the period, and free cash flow margin is calculated as free cash flow as a percentage of revenue. We use free cash flow as a supplemental financial measure in our evaluation of liquidity and financial strength. Management believes that this measure is useful as an indicator of our ability to service our debt, meet other payment obligations and make strategic investments. Free cash flow should be considered in addition to, rather than as a substitute for, net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations. Therefore, we believe it is important to view free cash flow as a measure that provides supplemental information to our entire statement of cash flows.

EBITDA. Qorvo adjusts GAAP net income for interest expense, interest income, income tax expense (benefit), depreciation and intangible amortization expense, stock-based compensation and other charges that are not representative of Qorvo’s ongoing operations (including goodwill and other asset impairments, investment activity, acquisition-related costs and restructuring-related costs and certain net adjustments related to a terminated capacity reservation agreement) when presenting EBITDA. Management believes that this measure is useful to evaluate our ongoing operations and as a general indicator of our operating cash flow (in conjunction with a cash flow statement which also includes among other items, changes in working capital and the effect of non-cash charges).

Non-GAAP ROIC. Return on invested capital (ROIC) is a non-GAAP financial measure that management believes provides useful supplemental information for management and the investor by measuring the effectiveness of our operations’ use of invested capital to generate profits. We use ROIC to track how much value we are creating for our shareholders. Non-GAAP ROIC is calculated by dividing annualized non-GAAP operating income, net of an adjustment for income taxes (as described above), by average invested capital. Average invested capital is calculated by subtracting the average of the beginning balance and the ending balance of equity plus net debt, less certain goodwill.

Net debt or positive net cash. Net debt or positive net cash is defined as unrestricted cash, cash equivalents and short-term investments minus any borrowings under our credit facility and the principal balance of our senior unsecured notes. Management believes that net debt or positive net cash provides useful information regarding the level of Qorvo’s indebtedness by reflecting cash and investments that could be used to repay debt.

Inventory days on hand. Inventory days on hand is defined as (a) average net inventory for the period, divided by (b) the result of non-GAAP cost of goods sold for the period divided by the number of days in the period.

Forward-looking non-GAAP financial measures. Our earnings release contains forward-looking free cash flow, gross margin, income tax rate and diluted earnings per share. We provide these non-GAAP measures to investors on a prospective basis for the same reasons (set forth above) that we provide them to investors on a historical basis. We are unable to provide a reconciliation of the forward-looking non-GAAP financial measures to the most directly comparable forward-looking GAAP financial measures without unreasonable effort due to variability and difficulty in making accurate projections for items that would be required to be included in the GAAP measures, such as stock-based compensation, acquisition and integration-related costs, restructuring-related charges, gain or loss on assets, goodwill and other asset impairments, gain or loss on investments and the provision for income taxes, which could have a potentially significant impact on our future GAAP results.

Limitations of non-GAAP financial measures. The primary material limitations associated with the use of non-GAAP financial measures as an analytical tool compared to the most directly comparable GAAP financial measures are these non-GAAP financial measures (i) may not be comparable to similarly titled measures used by other companies in our industry, and (ii) exclude financial information that some may consider important in evaluating our performance, thus limiting their usefulness as a comparative tool. We compensate for these limitations by providing full disclosure of the differences between these non-GAAP financial measures and the corresponding GAAP financial measures, including a reconciliation of the non-GAAP financial measures to the corresponding GAAP financial measures, to enable investors to perform their own analysis of our gross profit and gross margin, operating expenses, operating income, net income, net income per diluted share and net cash provided by operating activities. We further compensate for the limitations of our use of non-GAAP financial measures by presenting the corresponding GAAP measures more prominently.

Qorvo will conduct a conference call at 4:30 p.m. ET today to discuss today’s press release. The conference call will be broadcast live over the Internet and can be accessed by any interested party at the following URL: https://ir.qorvo.com (under “Events & Presentations”). A telephone playback of the conference call will be available approximately two hours after the call’s completion and can be accessed by dialing 1-412-317-0088 and using the passcode 8143934. The playback will be available through the close of business February 4, 2025.

About Qorvo

Qorvo (Nasdaq:QRVO) supplies innovative semiconductor solutions that make a better world possible. We combine product and technology leadership, systems-level expertise and global manufacturing scale to quickly solve our customers’ most complex technical challenges. Qorvo serves diverse high-growth segments of large global markets, including automotive, consumer, defense & aerospace, industrial & enterprise, infrastructure and mobile. Visit www.qorvo.com to learn how our diverse and innovative team is helping connect, protect and power our planet.

Qorvo is a registered trademark of Qorvo, Inc. in the U.S. and in other countries. All other trademarks are the property of their respective owners.

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions, and are not historical facts and typically are identified by terms such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “forecast,” “predict,” “potential,” “continue” and similar words, although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements included herein represent management’s current judgment and expectations as of the date the statement is first made, but our actual results, events and performance could differ materially from those expressed or implied by forward-looking statements. We caution you not to place undue reliance upon any such forward-looking statements. We do not intend to update any of these forward-looking statements or publicly announce the results of any revisions to these forward-looking statements, other than as is required under U.S. federal securities laws. Our business is subject to numerous risks and uncertainties, including those relating to fluctuations in our operating results on a quarterly and annual basis; our substantial dependence on developing new products and achieving design wins; our dependence on several large customers for a substantial portion of our revenue; a loss of revenue if defense and aerospace contracts are canceled or delayed; our dependence on third parties; risks related to sales through distributors; risks associated with the operation of our manufacturing facilities; business disruptions; poor manufacturing yields; increased inventory risks and costs, due to timing of customers’ forecasts; our inability to effectively manage or maintain relationships with chipset suppliers; our ability to continue to innovate in a very competitive industry; underutilization of manufacturing facilities; unfavorable changes in interest rates, pricing of certain precious metals, utility rates and foreign currency exchange rates; our acquisitions, divestitures and other strategic investments failing to achieve financial or strategic objectives; our ability to attract, retain and motivate key employees; warranty claims, product recalls and product liability; changes in our effective tax rate; enactment of international or domestic tax legislation, or changes in regulatory guidance; changes in the favorable tax status of certain of our subsidiaries; risks associated with social, environmental, health and safety regulations, and climate change; risks from international sales and operations; economic regulation in China; changes in government trade policies, including imposition of tariffs and export restrictions; we may not be able to generate sufficient cash to service all of our debt; restrictions imposed by the agreements governing our debt; our reliance on our intellectual property portfolio; claims of infringement of third-party intellectual property rights; security breaches, failed system upgrades or regular maintenance and other similar disruptions to our IT systems; theft, loss or misuse of personal data by or about our employees, customers or third parties; provisions in our governing documents and Delaware law may discourage takeovers and business combinations that our stockholders might consider to be in their best interests; and volatility in the price of our common stock. These and other risks and uncertainties, which are described in more detail under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended March 30, 2024, and Qorvo’s subsequent reports and statements that we file with the SEC, could cause actual results and developments to be materially different from those expressed or implied by any of these forward-looking statements.

# # #

Financial Tables to Follow

QORVO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited)

	Three Months Ended						Nine Months Ended
	December 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Revenue	$	916,317		$	1,073,861		$	2,849,497		$	2,828,518

Costs and expenses:
Cost of goods sold		524,901			685,983			1,680,471			1,721,880
Research and development		179,126			164,329			567,778			502,366
Selling, general and administrative		90,360			86,914			313,043			296,033
Other operating expense		68,905			178,204			220,899			246,516
Total costs and expenses		863,292			1,115,430			2,782,191			2,766,795

Operating income (loss)		53,025			(41,569	)		67,306			61,723
Interest expense		(18,655	)		(17,581	)		(58,343	)		(51,963	)
Other income, net		14,526			15,359			41,713			34,286

Income (loss) before income taxes		48,896			(43,791	)		50,676			44,046
Income tax expense		(7,625	)		(83,147	)		(26,426	)		(117,103	)
Net income (loss)	$	41,271		$	(126,938	)	$	24,250		$	(73,057	)

Net income (loss) per share:
Basic	$	0.44		$	(1.31	)	$	0.26		$	(0.75	)
Diluted	$	0.43		$	(1.31	)	$	0.25		$	(0.75	)

Weighted-average shares of common stock outstanding:
Basic		94,341			97,152			94,942			97,905
Diluted		95,031			97,152			95,808			97,905

QORVO, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (In thousands, except per share data) (Unaudited)

	Three Months Ended
	December 28, 2024			September 28, 2024			December 30, 2023

GAAP operating income (loss)	$	53,025		$	9,675		$	(41,569	)
Stock-based compensation expense		28,384			38,181			21,755
Amortization of intangible assets		26,085			29,482			29,787
Restructuring-related charges		68,072			34,396			6,075
Acquisition and integration-related costs		1,382			1,211			2,529
Goodwill impairment		—			96,458			173,414
Net adjustments related to a terminated capacity reservation agreement		(1,253	)		885			51,864
Other expense (income)		2,216			1,926			(7,333	)
Non-GAAP operating income	$	177,911		$	212,214		$	236,522

GAAP net income (loss)	$	41,271		$	(17,435	)	$	(126,938	)
Stock-based compensation expense		28,384			38,181			21,755
Amortization of intangible assets		26,085			29,482			29,787
Restructuring-related charges		68,072			34,396			6,075
Acquisition and integration-related costs		1,382			1,211			2,529
Goodwill impairment		—			96,458			173,414
Net adjustments related to a terminated capacity reservation agreement		(1,253	)		885			51,864
Other expense (income)		600			(506	)		(12,252	)
(Gain) loss on investments		(1,721	)		780			464
Adjustment of income taxes		(10,067	)		(3,611	)		59,161
Non-GAAP net income	$	152,753		$	179,841		$	205,859

GAAP weighted-average outstanding diluted shares		95,031			94,886			97,152
Dilutive stock-based awards		—			867			666
Non-GAAP weighted-average outstanding diluted shares		95,031			95,753			97,818

Non-GAAP net income per share, diluted	$	1.61		$	1.88		$	2.10

QORVO, INC. AND SUBSIDIARIES RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (Unaudited)

	Three Months Ended
(in thousands, except percentages)	December 28, 2024					September 28, 2024					December 30, 2023
GAAP gross profit/margin	$	391,416		42.7	%	$	445,306		42.6	%	$	387,878		36.1	%
Stock-based compensation expense		5,742		0.6			6,047		0.6			5,575		0.5
Amortization of intangible assets		23,462		2.6			25,523		2.4			25,457		2.4
Restructuring-related charges		6,931		0.7			15,414		1.4			(250	)	—
Acquisition and integration-related costs		1		—			636		0.1			1		—
Net adjustments related to a terminated capacity reservation agreement		(1,253	)	(0.1	)		(885	)	(0.1	)		51,864		4.8
Non-GAAP gross profit/margin	$	426,299		46.5	%	$	492,041		47.0	%	$	470,525		43.8	%

	Three Months Ended
Non-GAAP Operating Income	December 28, 2024
(as a percentage of revenue)

GAAP operating income	5.8	%
Stock-based compensation expense	3.1
Amortization of intangible assets	2.8
Restructuring-related charges	7.4
Acquisition and integration-related costs	0.2
Net adjustments related to a terminated capacity reservation agreement	(0.1	)
Other expense	0.2
Non-GAAP operating income	19.4	%

	Three Months Ended
Free Cash Flow⁽¹⁾	December 28, 2024
(in millions)

Net cash provided by operating activities	$	214.1
Purchases of property and equipment		(37.8	)
Free cash flow	$	176.3

^{(1) Free Cash Flow is calculated as net cash provided by operating activities minus property and equipment expenditures.}

QORVO, INC. AND SUBSIDIARIES ADDITIONAL SELECTED NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS (In thousands) (Unaudited)

	Three Months Ended
	December 28, 2024		September 28, 2024		December 30, 2023
GAAP research and development expense	$	179,126	$	201,050	$	164,329
Less:
Stock-based compensation expense		13,650		13,468		11,830
Acquisition and integration-related costs		1		2		2
Non-GAAP research and development expense	$	165,475	$	187,580	$	152,497

	Three Months Ended
	December 28, 2024		September 28, 2024		December 30, 2023
GAAP selling, general and administrative expense	$	90,360	$	107,760	$	86,914
Less:
Stock-based compensation expense		8,985		18,488		4,336
Amortization of intangible assets		2,623		3,959		4,330
Acquisition and integration-related costs		—		1		—
Non-GAAP selling, general and administrative expense	$	78,752	$	85,312	$	78,248

	Three Months Ended
	December 28, 2024		September 28, 2024		December 30, 2023
GAAP other operating expense	$	68,905	$	126,821	$	178,204
Less:
Stock-based compensation expense		7		178		14
Restructuring-related charges		61,141		18,982		6,325
Acquisition and integration-related costs		1,380		572		2,526
Goodwill impairment		—		96,458		173,414
Other expense (income)		2,216		3,696		(7,333	)
Non-GAAP other operating expense	$	4,161	$	6,935	$	3,258

	Three Months Ended
	December 28, 2024		September 28, 2024		December 30, 2023
GAAP total operating expense	$	338,391	$	435,631	$	429,447
Less:
Stock-based compensation expense		22,642		32,134		16,180
Amortization of intangible assets		2,623		3,959		4,330
Restructuring-related charges		61,141		18,982		6,325
Acquisition and integration-related costs		1,381		575		2,528
Goodwill impairment		—		96,458		173,414
Other expense (income)		2,216		3,696		(7,333	)
Non-GAAP total operating expense	$	248,388	$	279,827	$	234,003

QORVO, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)

	December 28, 2024		March 30, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	769,432	$	1,029,258
Accounts receivable, net		427,863		412,960
Inventories		656,216		710,555
Other current assets		126,917		133,983
Assets of disposal group held for sale		116,435		159,278
Total current assets		2,096,863		2,446,034

Property and equipment, net		820,874		870,982
Goodwill		2,437,234		2,534,601
Intangible assets, net		332,338		509,383
Long-term investments		25,692		23,252
Other non-current assets		250,095		170,383
Total assets	$	5,963,096	$	6,554,635

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	551,676	$	589,760
Current portion of long-term debt		—		438,740
Other current liabilities		227,110		113,215
Liabilities of disposal group held for sale		29,075		88,372
Total current liabilities		807,861		1,230,087

Long-term debt		1,549,230		1,549,272
Other long-term liabilities		225,572		218,904
Total liabilities		2,582,663		2,998,263

Stockholders’ equity		3,380,433		3,556,372
Total liabilities and stockholders’ equity	$	5,963,096	$	6,554,635

At Qorvo^®
Doug DeLieto
VP, Investor Relations
1.336.678.7968

The MIL Network –

January 29, 2025

MIL-OSI: Waterstone Financial, Inc. Announces Results of Operations for the Quarter and Year Ended December 31, 2024

Source: GlobeNewswire (MIL-OSI)

WAUWATOSA, Wis., Jan. 28, 2025 (GLOBE NEWSWIRE) — Waterstone Financial, Inc. (NASDAQ: WSBF), holding company for WaterStone Bank, reported net income of $5.2 million, or $0.28 per diluted share, for the quarter ended December 31, 2024, compared to net loss of $40,000, or less than $0.01 per diluted share, for the quarter ended December 31, 2023. Net income per diluted share was $1.01 for the year ended December 31, 2024, compared to net income per diluted share of $0.46 for the year ended December 31, 2023.

“We are pleased with the company’s performance compared to the prior year and looking to build off of the positives from 2024,” said William Bruss, Chief Executive Officer of Waterstone Financial, Inc. “We achieved loan growth, achieved core deposit growth (excluding brokered certificates of deposit), and continued to maintain strong asset quality metrics. The interest rate environment created challenges for both the Community Banking and Mortgage Banking segments even with the 100 bps cut in the Federal Funds rate during the second half of the year. The Mortgage Banking segment remained profitable due in large part to our continued focus on cost control as funding volumes are still facing headwinds from the higher fixed-rate mortgage rates. Waterstone Financial, Inc. remained active in share repurchases and continued to pay out dividends, as we are committed to shareholder returns.”

Highlights of the Quarter Ended December 31, 2024

Waterstone Financial, Inc. (Consolidated)

Consolidated net income of Waterstone Financial, Inc. totaled $5.2 million for the quarter ended December 31, 2024, compared to a net loss of $40,000 for the quarter ended December 31, 2023.
Consolidated return on average assets was 0.94% for the quarter ended December 31, 2024, compared to (0.01)% for the quarter ended December 31, 2023.
Consolidated return on average equity was 6.05% for the quarter ended December 31, 2024, and (0.05)% for the quarter ended December 31, 2023.
Dividends declared during the quarter ended December 31, 2024, totaled $0.15 per common share.
During the quarter ended December 31, 2024, we repurchased approximately 194,000 shares at a cost (including the federal excise tax) of $2.8 million, or $14.43 per share.
Nonperforming assets as a percentage of total assets was 0.28% at December 31, 2024, 0.25% at September 30, 2024, and 0.23% at December 31, 2023.
Past due loans as a percentage of total loans was 0.95% at December 31, 2024, 0.63% at September 30, 2024, and 0.68% at December 31, 2023.
Book value per share was $17.53 at December 31, 2024, and $16.94 at December 31, 2023.

Community Banking Segment

Pre-tax income totaled $6.7 million for the quarter ended December 31, 2024, which represents a $1.4 million, or 26.0%, increase compared to $5.3 million for the quarter ended December 31, 2023.
Net interest income totaled $12.9 million for the quarter ended December 31, 2024, which represents a $830,000, or 6.9%, increase compared to $12.1 million for the quarter ended December 31, 2023.
Average loans held for investment totaled $1.68 billion during the quarter ended December 31, 2024, which represents an increase of $21.5 million, or 1.3%, compared to $1.66 billion for the quarter ended December 31, 2023. The increase was primarily due to increases in the construction, commercial real estate, and multi-family mortgages. Average loans held for investment decreased $6.3 million compared to $1.69 billion for the quarter ended September 30, 2024. The decrease was primarily due to decreases in construction and one- to four-family mortgages.
Net interest margin increased 17 basis points to 2.42% for the quarter ended December 31, 2024 compared to 2.25% for the quarter ended December 31, 2023, which was primarily driven by an increase in weighted average yield on loans receivable and held for sale offset by a result of an increase in weighted average cost of deposits and borrowings as the federal funds rate increases resulted in increased funding rates. Net interest margin increased 29 basis points compared to 2.13% for the quarter ended September 30, 2024, primarily driven by an increase in weighted average yield on loans receivable and held for sale and a decrease in weighted average cost of borrowings.
Past due loans at the community banking segment totaled $12.8 million at December 31, 2024, $8.0 million at September 30, 2024, and $7.9 million at December 31, 2023.
The segment had a provision for credit losses related to funded loans of $61,000 for the quarter ended December 31, 2024, compared to a negative provision for credit losses related to funded loans of $17,000 for the quarter ended December 31, 2023. The current quarter increase was primarily due to an increase in the qualitative factors primarily related to increases in economic risks related to commercial real estate loans during the quarter offset by a decrease in historical loss rates. The provision for credit losses related to unfunded loan commitments was $270,000 for the quarter ended December 31, 2024, compared to a negative provision for credit losses related to unfunded loan commitments of $533,000 for the quarter ended December 31, 2023. The provision for credit losses related to unfunded loan commitments for the quarter ended December 31, 2024, was due primarily to an increase of construction loans that are currently waiting to be funded compared to the prior quarter end.
The efficiency ratio, a non-GAAP ratio, was 51.54% for the quarter ended December 31, 2024, compared to 63.26% for the quarter ended December 31, 2023.
Average core deposits (excluding brokered and escrow accounts) totaled $1.27 billion during the quarter ended December 31, 2024, an increase of $65.8 million, or 5.4%, compared to $1.21 billion during the quarter ended December 31, 2023. Average deposits increased $28.8 million, or 9.2% annualized, compared to $1.25 billion for the quarter ended September 30, 2024. The increases were primarily due to an increase in certificates of deposit balances. The segment had $94.3 million in brokered certificate of deposits at December 31, 2024.

Mortgage Banking Segment

Pre-tax loss totaled $625,000 for the quarter ended December 31, 2024, compared to a $6.0 million of pre-tax loss for the quarter ended December 31, 2023.
Loan originations increased $12.3 million, or 2.7%, to $470.7 million during the quarter ended December 31, 2024, compared to $458.4 million during the quarter ended December 31, 2023. Origination volume relative to purchase activity accounted for 82.1% of originations for the quarter ended December 31, 2024, compared to 95.7% of total originations for the quarter ended December 31, 2023.
Mortgage banking non-interest income increased $1.4 million, or 8.9%, to $17.5 million for the quarter ended December 31, 2024, compared to $16.0 million for the quarter ended December 31, 2023.
Gross margin on loans sold totaled 3.74% for the quarter ended December 31, 2024, compared to 3.51% for the quarter ended December 31, 2023.
Total compensation, payroll taxes and other employee benefits decreased $1.1 million, or 7.4%, to $13.8 million during the quarter ended December 31, 2024, compared to $14.9 million during the quarter ended December 31, 2023. The decrease primarily related to decreased salary expense, health insurance expense, and sign-on incentives driven by reduced employee headcount and fewer new branches added over the past year.

About Waterstone Financial, Inc.

Waterstone Financial, Inc. is the savings and loan holding company for WaterStone Bank. WaterStone Bank was established in 1921 and offers a full suite of personal and business banking products. The Bank has branches in Wauwatosa/State St, Brookfield, Fox Point/North Shore, Franklin/Hales Corners, Germantown/Menomonee Falls, Greenfield/Loomis Rd, Milwaukee/Oklahoma Ave, Oak Creek/27th St, Oak Creek/Howell Ave, Oconomowoc/Lake Country, Pewaukee, Waukesha, West Allis/Greenfield Ave, and West Allis/National Ave, Wisconsin. WaterStone Bank is the parent company to Waterstone Mortgage, which has the ability to lend in 48 states. For more information about WaterStone Bank, go to http://www.wsbonline.com.

Forward-Looking Statements

This press release contains statements or information that may constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding expected financial and operating activities and results that are preceded by, followed by, or that include words such as “may,” “expects,” “anticipates,” “estimates” or “believes.” Any such statements are based upon current expectations that involve a number of risks and uncertainties and are subject to important factors that could cause actual results to differ materially from those anticipated by the forward-looking statements. Factors that might cause such a difference include changes in interest rates; demand for products and services; the degree of competition by traditional and nontraditional competitors; changes in banking regulation or actions by bank regulators; changes in tax laws; the impact of technological advances; governmental and regulatory policy changes; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; changes in local real estate values; changes in the national and local economies; and other factors, including risk factors referenced in Item 1A. Risk Factors in Waterstone’s most recent Annual Report on Form 10-K and as may be described from time to time in Waterstone’s subsequent SEC filings, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect only Waterstone’s belief as of the date of this press release.

Non-GAAP Financial Measures

Management uses non-GAAP financial information in its analysis of the Company’s performance. Management believes that this non-GAAP measure provides a greater understanding of ongoing operations and enhance comparability of results of operations with prior periods. The Company’s management believes that investors may use this non-GAAP measure to analyze the Company’s financial performance without the impact of unusual items or events that may obscure trends in the Company’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in this measure and that different companies might calculate this measure differently.

Contact: Mark R. Gerke
Chief Financial Officer
414-459-4012
markgerke@wsbonline.com

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	For The Three Months Ended December 31,					For The Twelve Months Ended December 31,
	2024		2023			2024			2023
	(In Thousands, except per share amounts)
Interest income:
Loans	$	26,391	$	24,288		$	103,066		$	90,148
Mortgage-related securities		1,136		1,081			4,496			4,053
Debt securities, federal funds sold and short-term investments		1,525		1,325			5,606			5,007
Total interest income		29,052		26,694			113,168			99,208
Interest expense:
Deposits		11,410		8,253			40,573			25,738
Borrowings		4,807		6,685			26,427			23,255
Total interest expense		16,217		14,938			67,000			48,993
Net interest income		12,835		11,756			46,168			50,215
Provision (credit) for credit losses		367		(435	)		(168	)		656
Net interest income after provision (credit) for loan losses		12,468		12,191			46,336			49,559
Noninterest income:
Service charges on loans and deposits		626		328			2,060			1,819
Increase in cash surrender value of life insurance		407		337			1,969			1,710
Mortgage banking income		17,365		15,830			83,565			75,686
Other		607		381			1,708			1,970
Total noninterest income		19,005		16,876			89,302			81,185
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		18,423		20,061			81,078			84,096
Occupancy, office furniture, and equipment		1,579		2,021			7,573			8,323
Advertising		727		1,030			3,554			3,779
Data processing		1,233		1,212			4,978			4,653
Communications		224		269			922			988
Professional fees		1,114		907			3,184			2,686
Real estate owned		12		1			26			4
Loan processing expense		486		756			3,090			3,428
Other		1,469		3,405			7,231			11,755
Total noninterest expenses		25,267		29,662			111,636			119,712
Income (loss) before income taxes (benefit)		6,206		(595	)		24,002			11,032
Income tax expense (benefit)		996		(555	)		5,314			1,657
Net income (loss)	$	5,210	$	(40	)	$	18,688		$	9,375
Income (loss) per share:
Basic	$	0.28	$	(0.00	)	$	1.01		$	0.47
Diluted	$	0.28	$	(0.00	)	$	1.01		$	0.46
Weighted average shares outstanding:
Basic		18,335		19,380			18,556			20,158
Diluted		18,396		19,398			18,589			20,196

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	December 31,			December 31,
	2024			2023
	(Unaudited)
Assets	(In Thousands, except per share amounts)
Cash	$	35,182		$	30,667
Federal funds sold		4,302			5,493
Interest-earning deposits in other financial institutions and other short term investments		277			261
Cash and cash equivalents		39,761			36,421
Securities available for sale (at fair value)		208,549			204,907
Loans held for sale (at fair value)		135,909			164,993
Loans receivable		1,680,576			1,664,215
Less: Allowance for credit losses (“ACL”) – loans		18,247			18,549
Loans receivable, net		1,662,329			1,645,666

Office properties and equipment, net		19,389			19,995
Federal Home Loan Bank stock (at cost)		20,295			20,880
Cash surrender value of life insurance		74,612			67,859
Real estate owned, net		505			254
Prepaid expenses and other assets		48,259			52,414
Total assets	$	2,209,608		$	2,213,389

Liabilities and Shareholders’ Equity
Liabilities:
Demand deposits	$	171,115		$	187,107
Money market and savings deposits		283,243			273,233
Time deposits		905,539			730,284
Total deposits		1,359,897			1,190,624

Borrowings		446,519			611,054
Advance payments by borrowers for taxes		5,630			6,607
Other liabilities		58,427			61,048
Total liabilities		1,870,473			1,869,333

Shareholders’ equity:
Preferred stock		–			–
Common stock		193			203
Additional paid-in capital		91,214			103,908
Retained earnings		277,196			269,606
Unearned ESOP shares		(10,682	)		(11,869	)
Accumulated other comprehensive loss, net of taxes		(18,786	)		(17,792	)
Total shareholders’ equity		339,135			344,056
Total liabilities and shareholders’ equity	$	2,209,608		$	2,213,389

Share Information
Shares outstanding		19,343			20,315
Book value per share	$	17.53		$	16.94

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES SUMMARY OF KEY QUARTERLY FINANCIAL DATA (Unaudited)

	At or For the Three Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,
	2024			2024			2024			2024			2023
	(Dollars in Thousands, except per share amounts)
Condensed Results of Operations:
Net interest income	$	12,835		$	11,517		$	10,679		$	11,137		$	11,756
Provision (credit) for credit losses		367			(377	)		(225	)		67			(435	)
Total noninterest income		19,005			22,552			26,497			21,248			16,876
Total noninterest expense		25,267			28,560			30,259			27,550			29,662
Income (loss) before income taxes (benefit)		6,206			5,886			7,142			4,768			(595	)
Income tax expense (benefit)		996			1,158			1,430			1,730			(555	)
Net income (loss)	$	5,210		$	4,728		$	5,712		$	3,038		$	(40	)
Income (loss) per share – basic	$	0.28		$	0.26		$	0.31		$	0.16		$	(0.00	)
Income (loss) per share – diluted	$	0.28		$	0.26		$	0.31		$	0.16		$	(0.00	)
Dividends declared per common share	$	0.15		$	0.15		$	0.15		$	0.15		$	0.15

Performance Ratios (annualized):
Return on average assets – QTD		0.94	%		0.83	%		1.02	%		0.56	%		-0.01	%
Return on average equity – QTD		6.05	%		5.55	%		6.84	%		3.56	%		-0.05	%
Net interest margin – QTD		2.42	%		2.13	%		2.01	%		2.15	%		2.25	%

Return on average assets – YTD		0.84	%		0.81	%		0.79	%		0.56	%		0.44	%
Return on average equity – YTD		5.48	%		5.30	%		5.17	%		3.56	%		2.62	%
Net interest margin – YTD		2.17	%		2.09	%		2.08	%		2.15	%		2.46	%

Asset Quality Ratios:
Past due loans to total loans		0.95	%		0.63	%		0.76	%		0.64	%		0.68	%
Nonaccrual loans to total loans		0.34	%		0.32	%		0.33	%		0.29	%		0.29	%
Nonperforming assets to total assets		0.28	%		0.25	%		0.25	%		0.23	%		0.23	%
Allowance for credit losses – loans to loans receivable		1.09	%		1.07	%		1.10	%		1.10	%		1.11	%

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES SUMMARY OF QUARTERLY AVERAGE BALANCES AND YIELD/COSTS (Unaudited)

	At or For the Three Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,
	2024			2024			2024			2024			2023
Average balances	(Dollars in Thousands)
Interest-earning assets
Loans receivable and held for sale	$	1,819,574		$	1,870,627		$	1,859,608		$	1,805,102		$	1,797,988
Mortgage related securities		168,521			170,221			171,895			172,077			172,863
Debt securities, federal funds sold and short term investments		124,658			115,270			107,992			110,431			106,504
Total interest-earning assets		2,112,753			2,156,118			2,139,495			2,087,610			2,077,355
Noninterest-earning assets		100,627			104,600			104,019			103,815			105,073
Total assets	$	2,213,380		$	2,260,718		$	2,243,514		$	2,191,425		$	2,182,428

Interest-bearing liabilities
Demand accounts	$	92,247		$	89,334		$	91,300		$	87,393		$	91,868
Money market, savings, and escrow accounts		306,478			304,116			293,483			281,171			302,121
Certificates of deposit – retail		810,340			786,228			758,252			739,543			735,418
Certificates of deposit – brokered		59,254			–			–			–			–
Total interest-bearing deposits		1,268,319			1,179,678			1,143,035			1,108,107			1,129,407
Borrowings		464,964			600,570			622,771			602,724			549,210
Total interest-bearing liabilities		1,733,283			1,780,248			1,765,806			1,710,831			1,678,617
Noninterest-bearing demand deposits		87,889			91,532			93,637			92,129			102,261
Noninterest-bearing liabilities		49,645			49,787			48,315			45,484			56,859
Total liabilities		1,870,817			1,921,567			1,907,758			1,848,444			1,837,737
Equity		342,563			339,151			335,756			342,981			344,691
Total liabilities and equity	$	2,213,380		$	2,260,718		$	2,243,514		$	2,191,425		$	2,182,428

Average Yield/Costs (annualized)
Loans receivable and held for sale		5.75	%		5.65	%		5.54	%		5.46	%		5.36	%
Mortgage related securities		2.67	%		2.66	%		2.63	%		2.57	%		2.48	%
Debt securities, federal funds sold and short term investments		4.85	%		5.05	%		4.82	%		4.82	%		4.94	%
Total interest-earning assets		5.46	%		5.39	%		5.27	%		5.18	%		5.10	%

Demand accounts		0.11	%		0.11	%		0.11	%		0.11	%		0.11	%
Money market and savings accounts		2.00	%		1.94	%		1.89	%		1.79	%		1.64	%
Certificates of deposit – retail		4.53	%		4.54	%		4.41	%		4.19	%		3.76	%
Certificates of deposit – brokered		4.18	%		0.00	%		0.00	%		0.00	%		0.00	%
Total interest-bearing deposits		3.58	%		3.53	%		3.42	%		3.26	%		2.90	%
Borrowings		4.11	%		4.77	%		4.92	%		4.54	%		4.83	%
Total interest-bearing liabilities		3.72	%		3.95	%		3.95	%		3.71	%		3.53	%

COMMUNITY BANKING SEGMENT SUMMARY OF KEY QUARTERLY FINANCIAL DATA (Unaudited)

	At or For the Three Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,
	2024			2024			2024			2024			2023
	(Dollars in Thousands)
Condensed Results of Operations:
Net interest income	$	12,886		$	12,250		$	11,234		$	11,598		$	12,056
Provision (credit) for credit losses		331			(302	)		(279	)		105			(550	)
Total noninterest income		1,595			1,227			1,491			990			894
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		4,883			5,326			5,116			5,360			5,397
Occupancy, office furniture and equipment		825			904			983			1,000			916
Advertising		204			311			229			174			363
Data processing		691			720			687			693			626
Communications		89			80			72			65			75
Professional fees		196			190			177			208			186
Real estate owned		12			–			1			13			1
Loan processing expense		–			–			–			–			–
Other		563			602			672			691			628
Total noninterest expense		7,463			8,133			7,937			8,204			8,192
Income before income taxes		6,687			5,646			5,067			4,279			5,308
Income tax expense		1,399			941			718			1,639			1,234
Net income	$	5,288		$	4,705		$	4,349		$	2,640		$	4,074

Efficiency ratio – QTD (non-GAAP)		51.54	%		60.35	%		62.37	%		65.17	%		63.26	%
Efficiency ratio – YTD (non-GAAP)		59.58	%		62.58	%		63.77	%		65.17	%		56.86	%

MORTGAGE BANKING SEGMENT SUMMARY OF KEY QUARTERLY FINANCIAL DATA (Unaudited)

	At or For the Three Months Ended
	December 31,			September 30,			June 30,			March 31,			December 31,
	2024			2024			2024			2024			2023
	(Dollars in Thousands)
Condensed Results of Operations:
Net interest loss	$	(92	)	$	(760	)	$	(552	)	$	(541	)	$	(367	)
Provision (credit) for credit losses		36			(75	)		54			(38	)		115
Total noninterest income		17,455			21,386			25,081			20,328			16,028
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		13,781			15,930			16,886			14,756			14,881
Occupancy, office furniture and equipment		754			953			1,046			1,108			1,105
Advertising		523			615			758			740			667
Data processing		542			570			549			508			583
Communications		135			152			168			161			194
Professional fees		917			379			569			520			704
Real estate owned		–			–			–			–			–
Loan processing expense		486			697			861			1,046			756
Other		814			1,261			1,641			617			2,701
Total noninterest expense		17,952			20,557			22,478			19,456			21,591
(Loss) income before income taxes (benefit) expense		(625	)		144			1,997			369			(6,045	)
Income tax (benefit) expense		(428	)		194			684			71			(1,827	)
Net (loss) income	$	(197	)	$	(50	)	$	1,313		$	298		$	(4,218	)

Efficiency ratio – QTD (non-GAAP)		103.39	%		99.67	%		91.64	%		98.33	%		137.86	%
Efficiency ratio – YTD (non-GAAP)		97.74	%		96.23	%		94.62	%		98.33	%		116.99	%

Loan originations	$	470,650		$	558,729		$	634,109		$	485,109		$	458,363
Purchase		82.1	%		88.9	%		92.7	%		93.0	%		95.7	%
Refinance		17.9	%		11.1	%		7.3	%		7.0	%		4.3	%
Gross margin on loans sold⁽¹⁾		3.74	%		3.83	%		3.93	%		4.10	%		3.51	%

⁽¹⁾ Gross margin on loans sold equals mortgage banking income (excluding the change in interest rate lock value) divided by total loan originations

The MIL Network –

January 29, 2025

MIL-OSI Security: FBI Springfield Advises Caution in Online Relationships

Source: Federal Bureau of Investigation (FBI) State Crime News

As Valentine’s Day approaches, FBI Springfield takes the opportunity to remind the public that online relationships are not always as they appear. While many people find authentic rewarding relationships online, far too many fall prey to romance scams. In this type of scam, a criminal adopts a fake online identity to gain a victim’s affection and trust with the illusion of a romantic or close relationship in order to steal the victim’s money, personal or financial information, or even items of value.

Scammers use well-rehearsed scripts that have been used repeatedly and successfully, typically targeting victims via dating websites or apps, with the intention of establishing a relationship as quickly as possible. Some even keep journals on their victims to better understand how to manipulate and exploit them.

In 2023, the FBI’s Internet Crime Complaint Center reported that Illinoisians lost almost $19 million in romance scams, a slight increase from the previous year. Nationwide, the dollar loss has declined slightly every year from 2021 to 2023; however, victims still lost $652.5 million in 2023.

“If someone has already sent money, the FBI will make every effort to see that the funds are returned to the victim by working with other law enforcement agencies and financial institutions, but oftentimes it can be difficult to investigate. That’s why the FBI relies on education and awareness to deter individuals from falling victim to these scams,” said Springfield Field Office Special Agent in Charge Christopher Johnson. “Proceed carefully and stay alert to warning signs from the very beginning to avoid the emotional and financial fall-out that accompanies romance scams.”

Romance scammers actively search dating websites, apps, chat rooms, and social networking sites in their efforts to build a relationship with an unwitting victim. Here are some red flags that might indicate you are headed for heartbreak.

You are asked to leave the dating website where you met to communicate solely through email or instant messaging.
The individual sends you a photo that looks like a glamour shot out of a magazine.
The individual professes love quickly.
The individual tries to isolate you from friends and family.
The individual claims to be working and living far away.
Plans made to visit you always cancel because of an emergency.
You are asked to send money, personal and financial information, items of value, or to launder money.
The individual uses stories of severe life circumstances, tragedies, deaths in the family, injuries to themselves, or other hardships to keep their victims concerned and involved.
A claim they have knowledge of cryptocurrency investments or trading opportunities that will result in substantial profits.

FBI Springfield offers the following tips to avoid becoming a victim.

Go slow and ask questions.
If you suspect an online relationship is a scam, stop all contact immediately.
Never send money to someone you met online and have not met in person.
Never share your Social Security number or other personally identifiable information.
Research the individual’s picture and profile using other online search tools.
If you are planning to meet someone in person, proceed with caution, especially if you plan to travel to a foreign country.
Be careful what you post and make public online as scammers can use details shared on social media and dating sites to better understand and target you.
If you haven’t met the individual in person after a few months, you have good reason to be suspicious.

Many times, victims may feel embarrassed, ashamed, or humiliated and be reluctant to share their victimization with anyone, let alone report it to law enforcement. However, the FBI encourages anyone who has been victimized by this fraud or unsuccessfully targeted to contact FBI Springfield at 217-522-9675 and file a complaint with the FBI’s IC3. Coming forward will provide law enforcement with the necessary information to ensure online imposters are stopped and brought to justice.

MIL Security OSI –

January 29, 2025

MIL-OSI Security: Career Felon Caught with Fentanyl, Firearm Sentenced to 17 Years

Source: Federal Bureau of Investigation (FBI) State Crime News

Ryan Partridge had a pending arrest warrant when pulled over by Augusta police officers

BANGOR, Maine: An Augusta man was sentenced today in U.S. District Court in Bangor for distributing and possessing with intent to distribute fentanyl and possessing a gun in furtherance of a drug trafficking crime.

U.S. District Judge John A. Woodcock, Jr. sentenced Ryan Partridge, 35, to 204 months in prison to be followed by four years of supervised release.

According to court records, in July 2023, Partridge was a passenger in a vehicle stopped by officers from the Augusta Police Department. During a search of the vehicle, investigators recovered a backpack with approximately 125 grams of fentanyl and a 9mm pistol inside, and Partridge admitted to investigators that the backpack and its contents belonged to him. At the time of the stop, Partridge, a career criminal with 12 prior convictions including two drug felonies, was on probation for a 2019 conviction for aggravated trafficking of fentanyl. He also had a pending arrest warrant for failing to report a change of address.

The FBI and U.S. Border Patrol investigated the case with assistance from the Augusta Police Department.

###

MIL Security OSI –

January 29, 2025

MIL-OSI Security: Albany Woman Indicted for Money Laundering

Source: Office of United States Attorneys

ALBANY, NEW YORK – Drasana Johnson, age 27, of Albany, has been indicted for laundering over $850,000 in stolen government funds, approximately $200,000 of which she used to purchase a residential property.

United States Attorney Carla B. Freedman; Craig L. Tremaroli, Special Agent in Charge of the Albany Field Office of the Federal Bureau of Investigation (FBI); and Charmeka Parker, Special Agent in Charge of the U.S. Department of Agriculture – Office of Inspector General (USDA-OIG) Northeast Region, made the announcement.

The indictment alleges that from May 25, 2023, through June 30, 2023, Johnson conducted seven monetary transactions each of a value greater than $10,000 and derived from the theft of government property.

According to a previously filed criminal complaint, Johnson laundered federal funds that Asjid Parvez stole from a U.S. Department of Agriculture program that helped struggling farmers pay off their loans. The charges in the indictment and complaint are merely accusations. The defendant is presumed innocent unless and until proven guilty.

The money laundering charges carry a maximum term of 10 years in prison, and a term of supervised release of up to 3 years. A defendant’s sentence is imposed by a judge based on the particular statute the defendant is charged with violating, the U.S. Sentencing Guidelines, and other factors.

Parvez, of Albany, was sentenced in May 2024 to 18 months in prison after pleading guilty to theft of federal funds.

The FBI has already seized $516,974.54 traceable to the federal funds that Parvez stole, and the U.S. Attorney’s Office’s Asset Recovery Unit has filed a civil action seeking the forfeiture of a residential property in Albany that Johnson is accused of purchased using approximately $202,675 in stolen funds.

The case is being investigated by the FBI and the USDA Office of Inspector General. Assistant U.S. Attorney Matthew M. Paulbeck is prosecuting the case and Assistant U.S. Attorney Elizabeth Conger is representing the United States in the asset forfeiture action.

MIL Security OSI –

January 29, 2025

MIL-OSI Security: Olathe Man Sentenced to 20 Years for Fentanyl Trafficking

Source: Federal Bureau of Investigation FBI Crime News (b)

KANSAS CITY, Mo. – An Olathe, Kansas man has been sentenced in federal court for his role in a conspiracy to distribute fentanyl, which resulted in an overdose death.

Jacob A. Block, 27, was sentenced by U.S. Chief District Judge Beth Phillips on Monday, Jan. 27, to 20 years in federal prison without parole. The court also ordered Block to forfeit to the government $10,000, which represents the proceeds of illegal drug trafficking.

On Feb. 1, 2024, Block pleaded guilty to participating in a conspiracy to distribute fentanyl and to one count of distributing fentanyl. Block admitted that he delivered 10 M-30 pills (containing fentanyl) to a confidential informant. Block possessed an additional 150 to 300 M-30 pills (containing fentanyl) at the time of this transaction. Block also admitted he sold a co-defendant approximately seven grams of powder fentanyl and 50 M-30 pills (containing fentanyl) five to seven days a week, for six or seven months.

All 13 defendants in this case have pleaded guilty. Block is the ninth defendant to be sentenced.

Co-defendant Dmitry Cattell, 25, of Kansas City, Mo., was sentenced on May 2, 2024, to 21 years in federal prison without parole for leading the drug-trafficking conspiracy and for illegally possessing a firearm. Evidence was presented at Cattell’s sentencing hearing related to the delivery of fentanyl, the use of which caused the death of another person on May 18, 2020. The victim of the fatal overdose is not identified in court documents.

This case is being prosecuted by Assistant U.S. Attorneys Maureen Brackett and Stephanie Bradshaw. It was investigated by the FBI, the Kansas City, Mo., Police Department, the Platte County, Mo., Sheriff’s Department, the Clay County, Mo., Sheriff’s Department, the Kearney, Mo., Police Department, the Olathe, Kan., Police Department, Lenexa, Kan., Police Department, the Drug Enforcement Administration, and the Riverside, Mo., Police Department.

KC Metro Strike Force

This prosecution was brought as a part of the Department of Justice’s Organized Crime Drug Enforcement Task Forces (OCDETF) Co-located Strike Forces Initiative, which provides for the establishment of permanent multi-agency task force teams that work side-by-side in the same location. This co-located model enables agents from different agencies to collaborate on intelligence-driven, multi-jurisdictional operations against a continuum of priority targets and their affiliate illicit financial networks. These prosecutor-led co-located Strike Forces capitalize on the synergy created through the long-term relationships that can be forged by agents, analysts, and prosecutors who remain together over time, and they epitomize the model that has proven most effective in combating organized crime. The principal mission of the OCDETF program is to identify, disrupt, and dismantle the most serious drug trafficking organizations, transnational criminal organizations, and money laundering organizations that present a significant threat to the public safety, economic, or national security of the United States.

MIL Security OSI –

January 29, 2025

MIL-OSI Security: Kansas man sentenced for assault on federal officer

Source: Office of United States Attorneys

KANSAS CITY, KAN. – A Kansas man was sentenced to 72 months in prison for deliberately ramming his vehicle into a federal law enforcement officer who was attempting to take the passenger of the vehicle into custody.

According to court documents, Diego Almaguer, 19, of Kansas City, Kansas, pleaded guilty to one count of forcible assault of a federal officer.

On February 23, 2024, members of the U.S. Marshals Fugitive Task Force went to a home in Kansas City, Kansas, to execute an arrest warrant. They watched the person they were seeking and Almaguer get into a vehicle that had been backed into the driveway with Almaguer in the driver’s seat. Agents pulled up in their law enforcement vehicles with emergency lights flashing. An Immigration and Customs Enforcement (ICE) deportation officer, wearing a ballistic vest with police markings, positioned himself in front of the vehicle. Almaguer struck the officer causing him to bounce over the windshield before hitting the ground.

Almaguer led law enforcement on a high-speed chase across the state line into Missouri, at times reaching speeds over 100 miles per hour. He and the second person were ultimately arrested in Kansas City, Missouri, hiding in an outbuilding behind a residence.

The Homeland Security Investigations (HSI) investigated the case.

Assistant U.S. Attorney Faiza Alhambra prosecuted the case.

###

MIL Security OSI –

January 29, 2025

MIL-OSI Security: Arizona Man Sentenced To 20 Years In Prison For Distribution Of Fentanyl Resulting In Death

Source: Office of United States Attorneys

SCRANTON – The United States Attorney’s Office for the Middle District of Pennsylvania announced that Davon Anthony Beckford, age 30, of Phoenix, Arizona, was sentenced on January 24, 2025, by United States District Judge Robert D. Mariani to 240 months’ imprisonment to be followed by five years of supervised release for the distribution of fentanyl resulting in death.

According to Acting United States Attorney John C. Gurganus, Beckford relocated from Wilkes-Barre, Pennsylvania to Phoenix, Arizona in or about January 2020. Once settled in Arizona, Beckford developed a relationship with an Arizona source of supply for fentanyl pills. Beckford then established a drug trafficking network with drug associates formerly known to him throughout Luzerne County. He began to distribute hundreds of thousands of fentanyl pills via the U.S. Postal Service to those drug associates. In February of 2021, a 27-year-old female ingested one pill, overdosed, and died. The fentanyl pill ingested by the female had been distributed by Beckford to one of his drug associates in Wilkes-Barre, who sold it to the female.

Beckford was indicted by a grand jury in Scranton on February 15, 2022. He appeared in federal court in Scranton on March 1, 2023, and plead guilty to the distribution of fentanyl resulting in death.

The charges stem from a joint investigation involving the Federal Bureau of Investigation (FBI) in Scranton, and the Wilkes-Barre Police Department. Assistant United States Attorney Michelle Olshefski prosecuted the case.

This case was brought as part of a district wide initiative to combat the nationwide epidemic regarding the use and distribution of heroin and fentanyl. Led by the United States Attorney’s Office, the Heroin Initiative targets heroin traffickers operating in the Middle District of Pennsylvania and is part of a coordinated effort among federal, state and local law enforcement agencies to locate, apprehend, and prosecute individuals who commit heroin related offenses.

This case is also part of Project Safe Neighborhoods (PSN), a program bringing together all levels of law enforcement and the communities they serve to reduce violent crime and gun violence, and to make our neighborhoods safer for everyone. On May 26, 2021, the Department launched a violent crime reduction strategy strengthening PSN based on these core principles: fostering trust and legitimacy in our communities, supporting community-based organizations that help prevent violence from occurring in the first place, setting focused and strategic enforcement priorities, and measuring the results.

###

MIL Security OSI –

January 29, 2025

MIL-OSI USA: Former West Virginia Supervisory Correctional Officer Found Guilty Following Jury Trial on Conspiracy and Obstruction Charges

Source: US State of California

Following a four-day jury trial, Chad Lester, a former lieutenant at the Southern Regional Jail in Beaver, West Virginia, was found guilty yesterday of conspiracy, witness tampering, and giving false statements to the FBI. The charges arose out of a staff assault of an inmate named Quantez Burks, who later died from injuries he suffered during the assault. Seven correctional officers pleaded guilty in connection with the assault of Burks; several of those former officers testified against the defendant during the trial. The defendant faced charges related to his efforts to obstruct the investigation into the assault.

According to the evidence presented at trial, the defendant conspired with other officers at the Southern Regional Jail to tamper with witnesses to cover up the assault of Burks. The evidence showed the defendant directed a subordinate correctional officer to leave truthful information out of his report related to the circumstances of Burks’ death. The defendant directed another officer to include in his report false information about Burks. The defendant told a third officer that he would beat him if he discovered that the officer was providing information about the assault to investigators. Finally, the defendant provided false information relating to the assault of Burks to the FBI during an interview.

Lester is scheduled for sentencing on April 16 and faces a maximum penalty of 20 years in prison. A federal district court judge will determine any sentence based on the U.S. Sentencing Guidelines and other statutory factors.

The FBI Pittsburgh Field Office, Charleston Resident Agency, investigated the case.

Deputy Chief Christine M. Siscaretti and Trial Attorney Tenette Smith of the Justice Department’s Civil Rights Division prosecuted the case in partnership with the U.S. Attorney’s Office for the Southern District of West Virginia.

MIL OSI USA News –

January 29, 2025

MIL-OSI Security: James C. Thompson Sentenced to 20 Years for Transportation of a Minor in Interstate Commerce with the Intent to Engage in Sexual Activity

Source: Federal Bureau of Investigation (FBI) State Crime News

CHATTANOOGA, Tenn. – On January 24, 2025, James C. Thompson, 72, formerly of Lookout Mountain, Tennessee, was sentenced to 240 months by the Honorable Travis R. McDonough, District Court Judge, in the United States District Court for the Eastern District of Tennessee at Chattanooga, Tennessee. Thompson was also ordered to pay a $250,000 fine and to serve three years on supervised release. In addition, Thompson will be required to register with state sex offender registries and comply with special sex offender conditions during his supervised release.

As part of the plea agreement filed with the court, Thompson agreed to plead guilty to an information charging him with four counts of transportation of a minor in interstate commerce with the intent to engage in sexual activity in violation of 18 U.S.C. § 2423(a).

According to court filed documents, in 2000, Thompson traveled on separate occasions with three different boys and sexually molested them. Thompson was 48 years old at the time and the young boys were less than 18 years old. Thompson drove them from the community where they lived, Lookout Mountain, Tennessee, to different out-of-state locations. When Thompson’s conduct was discovered, an agent with the Federal Bureau of Investigation confronted Thompson and he confessed.

U.S. Attorney Francis M. Hamilton III, of the Eastern District of Tennessee and Federal Bureau of Investigation (FBI) Special Agent in Charge Joseph E. Carrico, made the announcement.

The criminal indictment was the result of an investigation by the Jackson County Alabama Sheriff’s Office and the FBI. This investigation was led by FBI Special Agent Samuel Moore.

Assistant United States Attorney James T. Brooks and Special Assistant United States Attorney Charlie Minor represented the United States.

This case was brought as part of Project Safe Childhood (PSC), a nationwide initiative launched in May 2006, by the Department of Justice to combat the growing epidemic of child sexual exploitation and abuse. Led by the United States Attorney’s Offices and the Criminal Division’s Child Exploitation and Obscenity Section, PSC marshals federal, state, and local resources to locate, apprehend, and prosecute individuals who sexually exploit children, and to identify and rescue victims. For more information about PSC, please visit www.justice.gov/psc.

For more information about internet safety education, please visit www.justice.gov/psc/resources.html and click on the tab “resources.”

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MIL Security OSI –

January 29, 2025

MIL-OSI Security: Federal Jury Convicts Former West Virginia Correctional Officer of Conspiracy, Witness Tampering, and False Statements Crimes

Source: Office of United States Attorneys

CHARLESTON, W.Va. – After four days of trial, a federal jury convicted former West Virginia correctional officer Chad Lester, 35, of Odd, on Monday, January 27, 2025, of conspiracy to engage in witness tampering, witness tampering, and making false statements in connection with an assault by other correctional officers that resulted in the death of an inmate, identified by the initials Q.B, on March 1, 2022.

Evidence at trial proved that while a lieutenant at the Southern Regional Jail in Beaver, West Virginia, Lester conspired with other officers to cover up the use of unlawful force on Q.B. Lester instructed correctional officers to provide false statements to state investigators and added false and misleading information to a correctional officer’s official jail incident report. On or about October 5, 2023, Lester made false statements to the FBI about the circumstances surrounding Q.B.’s injuries and death.

“Mr. Lester was the ringleader of the effort to cover up this horrific beating and keep the truth from the light of justice. He obviously failed at that,” said United States Attorney Will Thompson. “I grew up with a strong sense of conviction to protect people who were being taken advantage of by people who were stronger, more powerful or smarter than they were. I always felt that if I could make things right, I should. This is a case where I got that opportunity, with the assistance of the investigators, the trial team and all those who helped hold Mr. Lester and the other defendants accountable.”

Evidence at trial showed that on March 1, 2022, correctional officers used unreasonable force while restraining Q.B. after he tried to push past officers and leave his assigned pod. Several officers then conspired to violate Q.B.’s civil rights by unlawfully punishing Q.B. to retaliate against him for his attempt to push past officers and leave the pod. As a part of that conspiracy, officers brought Q.B. to an interview room knowing it was a “blind spot” at the jail — meaning, there were no surveillance cameras to record what happened inside the room. Officers used unreasonable force against Q.B. in the interview room, all while Q.B. was restrained, handcuffed and posed no threat to anyone. Officers continued to use unreasonable force on Q.B. while transporting him from the interview room to the jail’s A-Pod, during which time he became limp and was unable to walk on his own.

Lester instructed correctional officers to include false information in their incident reports, as well as to leave out relevant, truthful information about the assault. Lester retaliated against officers he suspected of having provided truthful information to state investigators by threatening to assault them and by giving them difficult and undesirable work assignments at the jail. Lester also threatened a correctional officer, stating that he would assault anyone who provided truthful information about the circumstances of Q.B.’s injuries and death. Lester also provided false statements to the FBI about the circumstances surrounding officers’ unlawful use of force against Q.B.

Lester is scheduled to be sentenced on April 16, 2025, and faces a maximum penalty of 45 years in prison.

Lester is among six former Southern Regional Jail correctional officers indicted in connection with the assault and death of Q.B. and the subsequent cover-up. Lester’s co-defendants previously pleaded guilty:

Ashley Toney, 25, of Fairdale, and Jacob Boothe, 27, of Rainelle, each pleaded guilty on August 8, 2024, to violating inmate Q.B.’s civil rights by failing to intervene to protect Q.B. from the use of unreasonable force by other correctional officers. Toney and Boothe each pleaded guilty to a criminal information in lieu of the offenses charged in the indictment. Toney is scheduled to be sentenced on February 19, 2025, and Boothe is scheduled to be sentenced on February 18, 2025.
Mark Holdren, 40, of Beckley, pleaded guilty on November 13, 2024, to conspiring with other officers to violate inmate Q.B.’s civil by using unreasonable force against Q.B., resulting in his death. Holdren is scheduled to be sentenced on March 13, 2025.
Johnathan Walters, 33, of Rainelle, pleaded guilty on November 18, 2024, and Cory Snyder, 30, of Shady Spring, pleaded guilty November 19, 2024, each to conspiring with other officers to violate inmate Q.B.’s civil rights by using unreasonable force against Q.B., resulting in his death. Walter and Snyder are scheduled to be sentenced on March 13, 2025.

Prior to the indictment, on November 2, 2023, former Southern Regional Jail correctional officers Steven Nicholas Wimmer, 25, of Bluefield, and Andrew Fleshman, 22, of Shady Spring, eachseparately pleaded guilty to conspiring with other officers to violate the civil rights of inmate Q.B. by using unreasonable force against him. Wimmer and Fleshman are scheduled to be sentenced on February 7, 2025.

The FBI Pittsburgh Field Office, Charleston Resident Agency conducted the investigation.

United States District Judge Joseph R. Goodwin presided over the jury trial. Deputy Chief Christine M. Siscaretti and Trial Attorney Tenette Smith of the Justice Department’s Civil Rights Division prosecuted the case.

A copy of this press release is located on the website of the U.S. Attorney’s Office for the Southern District of West Virginia. Related court documents and information can be found on PACER by searching for Case No. 5:23-cr-188.

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A video of the post-trial press conference is available on the office’s YouTube Channel: https://youtu.be/CyfBRNXRAiw?si=LLriktDRYhnxnd2q.

MIL Security OSI –

January 29, 2025

MIL-OSI Security: Columbia County Man Sentenced to 20 Years for Distribution of Child Sexual Abuse Material

Source: Federal Bureau of Investigation (FBI) State Crime Alerts (b)

Jacksonville, FL – Chief U.S. District Judge Marcia Morales Howard has sentenced William Ervin Daniels (45, Lake City) to 20 years in federal prison for distributing child sex abuse material. He pleaded guilty on September 24, 2024.

According to court documents, on November 16, 2023, Daniels distributed two videos containing child sex abuse material (CSAM) in a group called “Da Litl Kidz Gc” on a social media application. He identified his name and phone number in his account profile on the app. Daniels was also listed as an administrator for the group to which he distributed the videos. Moreover, his phone contained a cache of thousands of videos and images of CSAM. During the sentencing hearing, the government presented evidence that Daniels had abused a minor in his care on at least two occasions.

This case was investigated by the Federal Bureau of Investigation, the Columbia County Sheriff’s Office, and the Florida Department of Law Enforcement. It was prosecuted by Assistant United States Attorney Kelly S. Milliron.

This is another case brought as part of Project Safe Childhood, a nationwide initiative launched in May 2006 by the Department of Justice to combat the growing epidemic of child sexual exploitation and abuse. Led by the United States Attorneys’ Offices and the Criminal Division’s Child Exploitation and Obscenity Section, Project Safe Childhood marshals federal, state, and local resources to locate, apprehend, and prosecute individuals who sexually exploit children, and to identify and rescue victims. For more information about Project Safe Childhood, please visit www.justice.gov/psc.

MIL Security OSI –

January 29, 2025

MIL-OSI Security: Former West Virginia Supervisory Correctional Officer Found Guilty Following Jury Trial on Conspiracy and Obstruction Charges

Source: United States Attorneys General 10

Following a four-day jury trial, Chad Lester, a former lieutenant at the Southern Regional Jail in Beaver, West Virginia, was found guilty yesterday of conspiracy, witness tampering, and giving false statements to the FBI. The charges arose out of a staff assault of an inmate named Quantez Burks, who later died from injuries he suffered during the assault. Seven correctional officers pleaded guilty in connection with the assault of Burks; several of those former officers testified against the defendant during the trial. The defendant faced charges related to his efforts to obstruct the investigation into the assault.

According to the evidence presented at trial, the defendant conspired with other officers at the Southern Regional Jail to tamper with witnesses to cover up the assault of Burks. The evidence showed the defendant directed a subordinate correctional officer to leave truthful information out of his report related to the circumstances of Burks’ death. The defendant directed another officer to include in his report false information about Burks. The defendant told a third officer that he would beat him if he discovered that the officer was providing information about the assault to investigators. Finally, the defendant provided false information relating to the assault of Burks to the FBI during an interview.

Lester is scheduled for sentencing on April 16 and faces a maximum penalty of 20 years in prison. A federal district court judge will determine any sentence based on the U.S. Sentencing Guidelines and other statutory factors.

The FBI Pittsburgh Field Office, Charleston Resident Agency, investigated the case.

Deputy Chief Christine M. Siscaretti and Trial Attorney Tenette Smith of the Justice Department’s Civil Rights Division prosecuted the case in partnership with the U.S. Attorney’s Office for the Southern District of West Virginia.

MIL Security OSI –

January 29, 2025

MIL-OSI Security: Philadelphia Woman Who Sexually Abused a One-Year-Old Girl, Manufactured and Distributed Child Pornography, Sentenced to 40 Years in Prison

Source: Federal Bureau of Investigation (FBI) State Crime Alerts (c)

PHILADELPHIA – United States Attorney Jacqueline C. Romero announced that Tyleeya Williams, 22, of Philadelphia, Pennsylvania, was sentenced today by United States District Court Judge Gerald J. Pappert to 40 years in prison and lifetime supervised release for sexually abusing and exploiting a child in her care and multiple child pornography offenses.

In May of 2023, Williams was charged by indictment with the manufacture and attempted manufacture of child pornography, two counts of distribution of child pornography, and possession of child pornography. She pleaded guilty to all four charges in June of last year.

As part of her guilty plea, Williams admitted that she sexually abused a one-year-old girl in her care, and that she had planned the abuse with another child sex offender with whom she was communicating online. The defendant photographed her molestation of this child and distributed those images of her abuse – which included the child’s face – via the internet. Williams also admitted that she had trafficked thousands of images and videos showing the sexual abuse of dozens of other children, sharing that material with groups of child sex offenders online.

“Tyleeya Williams was entrusted with the care and protection of this little girl, but instead sexually abused and exploited her,” said U.S. Attorney Romero. “The defendant further victimized this child by documenting the abuse and sharing the horrific images with other sex offenders. While Williams’ 40-year sentence can’t reverse the immeasurable harm she’s done, it prevents her from harming anyone else’s child and is a measure of justice for all the innocents whose images she collected and shared. My office and the FBI will never stop working to hold accountable criminals ready and willing to hurt our children.”

“The crimes Tyleeya Williams committed are among the most egregious the FBI investigates,” said Wayne A. Jacobs, Special Agent in Charge of FBI Philadelphia. “Even in the face of such horrific crimes, our office remains unwavering in our pursuit of justice against those who abuse and exploit our most vulnerable.”

This case was brought as part of Project Safe Childhood, a nationwide initiative to combat the growing epidemic of child sexual exploitation and abuse launched in May 2006 by the Department of Justice. Led by United States Attorneys’ Offices and the Criminal Division’s Child Exploitation and Obscenity Section (CEOS), Project Safe Childhood marshals federal, state, and local resources to better locate, apprehend, and prosecute individuals who exploit children via the internet, as well as to identify and rescue victims. For more information about Project Safe Childhood, please visit projectsafechildhood.gov.

The case was investigated by the FBI and is being prosecuted by Assistant United States Attorney Michelle Rotella.

MIL Security OSI –

January 29, 2025

MIL-OSI Security: Two Men Sentenced to Over Seven Years in Prison for Laundering Proceeds From an Elder Fraud Scheme

Source: Federal Bureau of Investigation (FBI) State Crime Alerts (b)

ALEXANDRIA, Va. – Two men were sentenced to seven years and three months in prison for their roles in laundering over $6 million in elder fraud proceeds.

According to court documents, Fei Liang, 42, of Flushing, New York, and Ziguang Li, 36, of Las Vegas, Nevada, opened bank accounts for fictitious businesses. These bank accounts were used to launder the proceeds of fraud.

Liang’s and Li’s co-conspirators operated a nationwide “tech support” scam or other similar elder fraud scheme, in which they targeted unsuspecting victims who logged onto their computer to use one or more online services from various corporations. The conspirators falsely advised victims of purported criminal or technical issues with their accounts associated with these online services, and that to address these issues they were required to wire money to business accounts. The accounts to which the victims wired money were controlled by the conspirators.

Money from the scam was directed to the accounts opened by Liang and Li. The accounts were then used to wire the proceeds to other members of the conspiracy, domestically and internationally.

During a search of Li’s residence, law enforcement recovered a handwritten list of the fictitious businesses used to further the money laundering scheme, records associated with bank accounts that received victim-funded wires, and copies of documents bearing personal identifiable information (PII). Law enforcement also recovered Li’ s cellphones and computers, which contained victims’ PII, business documents, identification documents, Employer Identification Numbers, and bank account information for at least 25 different entities, including fictitious businesses that provided victim-funded transfers to Li.

Liang pled guilty on Sept. 6, 2024, and was sentenced on Dec. 13, 2024. Li, pled guilty on Nov. 1, 2024, and was sentenced today.

Erik S. Siebert, U.S. Attorney for the Eastern District of Virginia; Sean Ryan, Special Agent in Charge of the FBI Washington Field Office’s Criminal and Cyber Division; Damon E. Wood, Inspector in Charge of the Washington Division of the U.S. Postal Inspection Service; and and Special Agent in Charge Scott Moffit, Treasury Inspector General for Tax Administration Cybercrimes Investigation Division, made the announcement after sentencing by Senior U.S. District Judge Claude M. Hilton.

Assistant U.S. Attorney Christopher J. Hood and former Assistant U.S. Attorney Kenneth R. Simon Jr. prosecuted the case.

A copy of this press release is located on the website of the U.S. Attorney’s Office for the Eastern District of Virginia. Related court documents and information are located on the website of the District Court for the Eastern District of Virginia or on PACER by searching for Case No. 1:24-cr-170.

MIL Security OSI –

January 29, 2025

MIL-OSI Global: Armenia and Azerbaijan are at loggerheads again – here’s why tensions are rising

Source: The Conversation – UK – By Svante Lundgren, Researcher, Lund University

Azerbaijan’s president, Ilham Aliyev, has launched a fierce verbal attack on Armenia, which he has called a fascist state. “Fascism must be destroyed,” he said in an interview on local TV networks on January 7. “Either the Armenian leadership will destroy it, or we will.”

This rhetoric is strongly reminiscent of baseless claims used by Vladimir Putin about Ukraine to justify Russia’s invasion. He has claimed that Ukraine must be “denazified”.

There are also reports that Azerbaijan’s acquisition of advanced Israeli weapons have increased recently, according to Israeli journalist Avi Sharf, national security, cyber and open source intelligence editor at Israeli news outlet Haaretz.

Armenia and Azerbaijan have a long history of conflict over Nagorno-Karabakh, a region within Azerbaijan until recently mainly populated by Armenians. The first war between them in the 1990s led to the establishment of a self-proclaimed Armenian republic, which no country recognised.

Then, after a 44-day war in 2020, Azerbaijan took control over most of the enclave. The rest was conquered in September 2023, prompting Armenians living there (more than 100,000 people) to flee to Armenia.

In the last few months Aliyev accused Armenia of preparing a “war of revenge”. Since its devastating defeat in the second Karabakh war in 2020, Armenia has taken steps to strengthen its defences. Among other things, it has made significant arms purchases from France. This has also provoked Aliyev to criticise France and its president, Emmanuel Macron.

But, although Armenia has been trying to reduce Azerbaijan’s military advantage through reforms in the army and arms purchases, the country is still militarily inferior to its neighbour. Any military confrontation is likely to result in an early defeat for Armenia.

The argument from Azerbaijan is clearly that if there is conflict in the region, it will be part of an Armenian “preparation for a war”. Baku suggests that therefore the responsibility for any conflict would lie with Armenia and those who arm the country (in particular, France). It’s possible that this rhetoric is intended to legitimise some kind of military action.

Because of escalating tension in the past few years, Armenia invited the European Union to monitor the border between the countries. This was to help address Azerbaijani accusations that Armenia was preparing for war, and to monitor, and prevent, shootings along the border.

Peter Hermes Furian/Shutterstock

Over the past two years Azerbaijan has denied these unarmed EU observers permission to operate on its territory, so they were only able to work from the Armenian side. It has also strongly condemned the EU for this mission.

The EU monitors have been in place since February 2023, and should be due to withdraw next month. Armenia has suggested the EU monitors continue but Baku has made clear it wants them removed.

So, why might Azerbaijan want to reignite tensions with Armenia? One point of contention between them is access to the “Zangezur corridor”, a land connection between Azerbaijan and its autonomous republic, Nakhichevan,.

Long-running regional conflict

Azerbaijan has long demanded access to, and control of, this route. The natural corridor runs through Armenia’s Syunik region (in Azerbaijani “Zangezur”, hence the Zangezur corridor). Armenia has declared its willingness to open up transport connections throughout the region – including between Azerbaijan and Nakhichevan – but opposes a corridor through its territory that it does not control.

The south Caucasus (the region including Georgia, Armenia and Azerbaijan) has long been an area that Putin sees as part of his sphere of influence. After the break-up of the Soviet Union, Russia tried to keep the region relatively calm, but in 2020 Putin allowed the war to continue until Armenia was defeated, before putting pressure on Aliyev to stop. Three years later, Azerbaijan took what was left of Nagorno-Karabakh while Russian peacekeepers looked on.

Armenian concern over what it sees as Russian bias towards Azerbaijan has led Yerevan to increasingly turn towards the west. On January 14 2025, a “strategic partnership charter” was signed between Armenia and the US, which includes an economic and defence partnership, but whether the new Trump administration will want to build on, or even ignore, that relationship is not yet clear.

In what is considered an important symbolic move Armenia is also currently negotiating with Russia over the removal of its Federal Security Service (FSB security service) guards along the Armenian border in an attempt to reduce reliance on Moscow for its security. Armenian prime minister Nikol Pashinyan said in 2024 that the nation would pull out of the Russian-led Collective Security Treaty Organization in another move that signals Armenia’s increasingly fragile relationship with Moscow.

Will there be a war?

The EU has meanwhile strengthened relations with Armenia.

While Azerbaijan may have escaped international fallout over the attack on Nagorno-Karabakh in the autumn of 2020, and over the ethnic cleansing of the enclave’s Armenian population in 2023. But if a new war led to a large-scale attack on Armenia it would unlikely to be ignored by the west.

Despite the west’s minimal reactions to Azerbaijani incursions across the Armenian border in May 2021 and September 2022, in 2025 there is more international focus on the region and on the potential consequences of ignoring what’s going on around Russia’s borders.

Although military intervention from the west is unlikely, the possibility of sanctions against Azerbaijan could be enough of an incentive for Aliyev to try to maintain the peace.

Svante Lundgren does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

– ref. Armenia and Azerbaijan are at loggerheads again – here’s why tensions are rising – https://theconversation.com/armenia-and-azerbaijan-are-at-loggerheads-again-heres-why-tensions-are-rising-247533

MIL OSI – Global Reports –

January 29, 2025

Category: Intelligence

Long-running regional conflict

Will there be a war?