Note 21
COMMITMENTS AND CONTINGENCIES
Lending Commitments
.
 
The Company is a party to financial instruments with off-balance
 
sheet risks in the normal course of
business to meet the financing needs of its clients.
 
These financial instruments consist of commitments to extend credit and
standby letters of credit.
The Company’s maximum exposure
 
to credit loss under standby letters of credit and commitments to extend credit is
represented by the contractual amount of those instruments.
 
The Company uses the same credit policies in establishing
commitments and issuing letters of credit as it does for on-balance sheet instruments.
 
At December 31, the amounts associated
with the Company’s off-balance
 
sheet obligations were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2025
2024
(Dollars in Thousands)
Fixed
Variable
Total
Fixed
Variable
Total
Commitments to Extend Credit
(1)
$
188,834
$
456,328
$
645,162
$
184,223
$
479,191
$
663,414
Standby Letters of Credit
7,828
-
7,828
7,287
-
7,287
Total
$
196,662
$
456,328
$
652,990
$
191,510
$
479,191
$
670,701
(1)
 
- Commitments include unfunded loans, revolving lines of credit, and off-balance sheet residential loan commitments.
Commitments to extend credit are agreements to lend to a client so long as there is no violation of
 
any condition established in
the contract. Commitments generally have fixed expiration dates or other
 
termination clauses and may require payment of a fee.
Since many of the commitments are expected to expire without being drawn
 
upon, the total commitment amounts do not
necessarily represent future cash requirements.
Standby letters of credit are conditional commitments issued by the
 
Company to guarantee the performance of a client to a third
party.
 
The credit risk involved in issuing letters of credit is essentially the same as that involved
 
in extending loan facilities. In
general, management does not anticipate any material losses as a result of
 
participating in these types of transactions.
 
However,
any potential losses arising from such transactions are reserved for in the same manner
 
as management reserves for their other
credit facilities.
For both on- and off-balance sheet financial instruments, the Company
 
requires collateral to support such instruments when it is
deemed necessary.
 
The Company evaluates each client’s
 
creditworthiness on a case-by-case basis.
 
The amount of collateral
obtained upon extension of credit is based on management’s
 
credit evaluation of the counterparty.
 
Collateral held varies but
may include deposits held in financial institutions; U.S. Treasury
 
securities; other marketable securities; real estate; accounts
receivable; property,
 
plant and equipment; and inventory.
The allowance for credit losses for off-balance sheet credit commitments
 
that are not unconditionally cancellable by the Bank is
adjusted as a provision for credit loss expense and is recorded in other liabilities.
 
The following table shows the activity in the
allowance.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Dollars in Thousands)
2025
2024
2023
Beginning Balance
$
2,155
$
3,191
$
2,989
Provision for Credit Losses
(48)
(1,036)
202
Ending Balance
$
2,107
$
2,155
$
3,191
Other Commitments
.
 
In the normal course of business, the Company enters into lease commitments
 
which are classified as
operating leases.
 
See Note 7 – Leases for additional information on the maturity of the Company’s
 
operating lease commitments.
 
The Company has an outstanding commitment of up to $
1.0
 
million in a bank tech venture capital fund focused on finding and
funding technology solutions for community banks. At December 31,
 
2025, the amount remaining to be funded for the bank tech
venture capital commitment was $
0.3
 
million.
Contingencies
.
 
The Company is a party to lawsuits and claims arising out of the normal course of business.
 
In management’s
opinion, there are
no
 
known pending claims or litigation, the outcome of which would, individually
 
or in the aggregate, have a
material effect on the consolidated results of operations,
 
financial position, or cash flows of the Company.
Indemnification Obligation
.
 
The Company is a member of the Visa U.S.A. network.
 
Visa U.S.A believes that its member
 
banks
are required to indemnify it for potential future settlement of certain litigation
 
(the “Covered Litigation”) that relates to several
antitrust lawsuits challenging the practices of Visa
 
and MasterCard International.
 
In 2008, the Company, as a member
 
of the Visa
U.S.A. network, obtained Class B shares of Visa,
 
Inc. upon its initial public offering.
 
Since its initial public offering, Visa,
 
Inc.
has funded a litigation reserve for the Covered Litigation resulting in a reduction in the
 
Class B shares held by the Company.
 
During the first quarter of 2011, the Company
 
sold its remaining Class B shares.
 
Associated with this sale, the Company entered
into a swap contract with the purchaser of the shares that requires a payment to the counterparty
 
in the event that Visa, Inc. makes
subsequent revisions to the conversion ratio for its Class B shares.
 
Fixed charges included in the swap liability are payable
quarterly until the litigation reserve is fully liquidated and at which time the
 
aforementioned swap contract will be terminated.
 
Conversion ratio payments and ongoing fixed quarterly charges
 
are reflected in earnings in the period incurred.
 
Quarterly fixed
payments totaled $
0.6
 
million for 2025, $
0.7
 
million for 2024, and $
0.8
 
million for 2023.
 
Conversion ratio payments totaled $
0.3
million in 2025 due to a revision to the share conversion rate related to
 
additional funding by VISA of the merchant litigation
reserve.
 
There was a $
0.2
 
million counterparty payment accrued and payable at December 31, 2025 due to a revision to the share
conversion rate related to additional funding by VISA of the merchant
 
litigation reserve.
 
At December 31, 2024, there was
no
amounts payable.

Historical Timeline

Fiscal YearFiled
2025Feb 27, 2026Showing above
2024Mar 11, 2025
2023Mar 13, 2024
2022Mar 1, 2023
2021Mar 1, 2022
2020Mar 1, 2021
2019Mar 5, 2020
2018Mar 5, 2019
2016Mar 2, 2017
2015Mar 8, 2016

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.