Note 10—Fair Value

ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Level 1 valuation is based on quoted market prices for identical assets or liabilities to which the Company has access at the measurement date.

Level 2 valuation is based on other observable inputs for the asset or liability, either directly or indirectly. This includes quoted prices for similar assets in active or inactive markets, inputs other than quoted prices that are observable for the asset or liability such as yield curves, volatilities, prepayment speeds, credit risks, default rates, or inputs that are derived principally from, or corroborated through, observable market data by market-corroborated reports.

Level 3 valuation is based on “unobservable inputs” which the Company believes is the best information available in the circumstances.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Recurring Measurements

Assets and liabilities measured at fair value on a recurring basis, segregated by fair value hierarchy, are summarized below (dollars in thousands):

December 31, 2025

Total

Level 1

Level 2

Level 3

Investment securities, available-for-sale

Investment securities, available-for-sale

U.S. Government agency securities

$

25,109 

$

$

25,109 

$

Asset-backed securities

234,101 

234,101 

Obligations of states and political subdivisions

28,563 

28,563 

Residential mortgage-backed securities

464,323 

464,323 

Collateralized mortgage obligation securities

57,580 

57,580 

Commercial mortgage-backed securities

862,074 

862,074 

Total investment securities, available-for-sale

1,671,750 

1,671,750 

Commercial loans, at fair value

139,389 

139,389 

Credit enhancement asset

31,138 

31,138 

$

1,842,277 

$

$

1,702,888 

$

139,389 

December 31, 2024

Total

Level 1

Level 2

Level 3

Investment securities, available-for-sale

.

Investment securities, available-for-sale

U.S. Government agency securities

$

29,962 

$

$

29,962 

$

Asset-backed securities

214,499 

214,499 

Obligations of states and political subdivisions

35,620 

35,620 

Residential mortgage-backed securities

433,419 

433,419 

Collateralized mortgage obligation securities

26,152 

26,152 

Commercial mortgage-backed securities

763,208 

759,746 

3,462 

Total investment securities, available-for-sale

1,502,860 

1,499,398 

3,462 

Commercial loans, at fair value

223,115 

223,115 

Credit enhancement asset

12,909 

12,909 

$

1,738,884 

$

$

1,512,307 

$

226,577 

Investment securities, available for sale, at fair value. The estimated Level 2 fair values of investment securities are based on quoted market prices, if available, or estimated independently by a third-party pricing service based upon their matrix pricing technique. Level 3 investment securities relate to commercial mortgage-backed securities that were issued by CRE-2, that were fully repaid in 2025. Fair values for Level 3 investments is based on the present valuing of cash flows, which discounts expected cash flows from principal and interest using yield to maturity, or yield to call as appropriate, at the measurement date.

Commercial loans, at fair value are comprised primarily of commercial real estate bridge loans and SBA loans which had been originated for sale or securitization in the secondary market, and which are now being held for investment. Commercial real estate bridge loans and SBA loans are valued using a discounted cash flow analysis based upon pricing for similar loans where market indications of the sales price of such loans are not available. SBA loans are valued on a pooled basis and commercial real estate bridge loans are valued individually.

Credit enhancement asset has a carrying value that approximates fair value.

Activity in Level 3 instruments is summarized below (dollars in thousands):

Investment

Commercial loans,

securities

at fair value

December 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Beginning balance

$

3,462 

$

12,071 

$

223,115 

$

332,766 

Transfers to OREO

(2,863)

Total net (losses) or gains (realized/unrealized)

Included in earnings(1)

1,815 

3,016 

Included in earnings (included in credit loss)

Included in other comprehensive income (loss)

503 

Purchases, advances, sales and settlements

Advances

3,651 

Settlements

(3,462)

(9,112)

(89,192)

(109,804)

Ending balance

$

$

3,462 

$

139,389 

$

223,115 

Total losses year-to-date included

in earnings attributable to the change in

unrealized gains or losses relating to assets still

held at the reporting date as shown above.

$

$

$

$

(683)

(1)For commercial loans at fair value, gains or losses are recognized in Non-interest income—Net realized and unrealized gains on commercial loans, at fair value in the Consolidated Statements of Operations.

Information related to the valuation of Level 3 instruments is as follows (dollars in thousands):

Fair value at

December 31, 2025

Valuation techniques

Unobservable inputs

Range

Weighted average

Commercial loans, at fair value:

Commercial - SBA

$

68,374 

Discounted cash flow

Discount rate

5.73%

5.73%

Non-SBA commercial real estate

71,015 

Discounted cash flow and appraisal

Discount rate

6.50%-8.98%

6.94%

$

139,389 

Fair value at

December 31, 2024

Valuation techniques

Unobservable inputs

Range

Weighted average

Investment securities:

Commercial mortgage-backed investment security

$

3,462 

Discounted cash flow

Discount rate

9.45%

9.45%

Commercial loans, at fair value:

Commercial - SBA

$

89,902 

Discounted cash flow

Discount rate

6.77%

6.77%

Non-SBA commercial real estate

133,213 

Discounted cash flow and appraisal

Discount rate

6.80%-11.50%

8.77%

$

223,115 

The valuations for each of the instruments above are subject to judgments, assumptions and uncertainties, changes in which could have a significant impact on such valuations. Weighted averages were calculated by using the discount rate for each individual security or loan weighted by its market value, except for SBA loans. For SBA loans, the yield derived from market pricing indications for comparable pools determined by date of loan origination. For commercial loans recorded at fair value, changes in fair value are reflected in the Consolidated Statements of Operations. Unrealized changes in the fair value of securities which are unrelated to credit are recorded through other comprehensive income. Further discussion of the December 31, 2025 measurements follows:

Commercial – SBA loans are comprised of the government guaranteed portion of SBA-insured loans. Their valuation is based upon the yield derived from dealer pricing indications for guaranteed pools, adjusted for seasoning and prepayments. A limited number of broker-dealers originate the pooled securities for which the loans are purchased and as a result, prices can fluctuate based on such limited market demand, although the government guarantee has resulted in consistent historical demand. Valuations are impacted by prepayment assumptions resulting from both voluntary payoffs and defaults. Such assumptions for these seasoned loans are based on a seasoning vector for constant prepayment rates from 3% to 30% over life.

Non-SBA commercial real estate loans are primarily bridge loans designed to provide property owners time and funding for property improvements. They are fair valued by a third-party, based upon a discounted cash flow analysis us. Discount rates used in the discounted cash flow analysis are based upon loan terms, the general level of interest rates and the quality of the credit.

Non-Recurring Measurements

Assets measured at fair value on a nonrecurring basis are summarized below (dollars in thousands):

Fair Value Measurements at Reporting Date Using

Fair value

December 31, 2025

Level 1

Level 2

Level 3

Loans, net:

Collateral dependent loans with specific reserves

$

15,190 

$

$

$

15,190 

Other real estate owned

60,695 

60,695 

$

75,885 

$

$

$

75,885 

Fair Value Measurements at Reporting Date Using

Fair value

December 31, 2024

Level 1

Level 2

Level 3

Loans, net:

Collateral dependent loans with specific reserves

$

6,587 

$

$

$

6,587 

Other real estate owned

62,025 

62,025 

$

68,612 

$

$

$

68,612 

Loans recorded at amortized cost that are in non-accrual status are treated as collateral dependent to the extent they have resulted from borrower financial difficulty (and not from administrative delays or other mitigating factors) and are not brought current.

At December 31, 2025, the Company’s basis in the non-accrual loans, or the loan principal of $21.4 million was reduced by specific reserves of $6.2 million within the ACL as of that date, representing the deficiency between principal and estimated collateral values, which were reduced by estimated costs to sell. When the deficiency is deemed uncollectible, it is charged off by reducing the specific

reserve and decreasing principal. Valuation techniques consistent with the market and/or cost approach were used to measure fair value and primarily included observable inputs for the individual loans being evaluated such as recent sales of similar collateral or observable market data for operational or carrying costs. In cases where such inputs were unobservable, the loan balance is reflected within the Level 3 hierarchy.

For OREO, fair value is based upon appraisals of the underlying collateral by third-party appraisers, reduced by 7% to 10% for estimated selling costs. Such appraisals reflect estimates of amounts realizable upon property sales based on the sale of comparable properties and other factors. Actual sales prices may vary based upon the identification of potential purchasers, changing conditions in local real estate markets and the level of interest rates required to finance purchases.

The Company’s year-to-date OREO activity is summarized below (dollars in thousands):

December 31, 2025

December 31, 2024

Beginning balance

$

62,025 

$

16,949 

Transfer from loans, net

1,978 

42,120 

Total realized net gains included in earnings: Non-interest expense - other(1)

754 

Transfer from commercial loans, at fair value

2,863 

Advances

2,142 

1,695 

Sales

(6,204)

(1,602)

Ending balance

$

60,695 

$

62,025 

(1)Recognized in Non-interest expense - Other in the Consolidated Statements of Operations.

Fair Value of Other Financial Instruments

The Company determines estimates of fair value for other financial instruments for disclosure purposes only, as follows:

Carrying value of certain instruments approximates fair value, due to the short-term or highly liquid nature of such instruments, including cash and cash equivalents, stock in FRB, FHLB and ACBB, accrued interest receivable, demand and interest checking, savings and money market, and other liabilities - accrued interest payable.

Loans, net have an estimated fair value using the present value of future cash flows. The discount rate used in these calculations is the estimated current market rate adjusted for credit risk.

Other long-term borrowings resulting from sold loans which did not qualify for true sale accounting are presented in the amount of the principal of such loans.

The following tables provide information regarding carrying amounts and estimated fair values of all the Company’s financial instruments (dollars in thousands):

December 31, 2025

Carrying

Estimated

amount

fair value

Level 1

Level 2

Level 3

ASSETS:

Investment securities, available-for-sale

$

1,671,750 

$

1,671,750 

$

$

1,671,750 

$

Commercial loans, at fair value

139,389 

139,389 

139,389 

Loans, net of deferred loan fees and costs

7,116,676 

7,073,348 

7,073,348 

FRB, FHLB and ACBB stock

25,205 

25,205 

25,205 

Accrued interest receivable

43,090 

43,090 

43,090 

Credit enhancement asset

31,138 

31,138 

31,138 

LIABILITIES:

Deposits

Demand and interest checking

7,827,037 

7,827,037 

7,827,037 

Savings and money market

338,459 

338,459 

338,459 

Short-term borrowings

199,000 

199,000 

199,000 

Senior debt

196,253 

202,503 

202,503 

Subordinated debentures

13,401 

11,220 

11,220 

Other long-term borrowings

13,712 

13,712 

13,712 

Other liabilities:

Accrued interest payable

6,802 

6,802 

6,802 

December 31, 2024

Carrying

Estimated

amount

fair value

Level 1

Level 2

Level 3

ASSETS:

Investment securities, available-for-sale

$

1,502,860 

$

1,502,860 

$

$

1,499,398 

$

3,462 

Commercial loans, at fair value

223,115 

223,115 

223,115 

Loans, net of deferred loan fees and costs

6,113,628 

5,998,293 

5,998,293 

FRB, FHLB and ACBB stock

15,642 

15,642 

15,642 

Accrued interest receivable

41,713 

41,713 

41,713 

Credit enhancement asset

12,909 

12,909 

12,909 

LIABILITIES:

Deposits

Demand and interest checking

7,434,212 

7,434,212 

7,434,212 

Savings and money market

311,834 

311,834 

311,834 

Senior debt

96,214 

99,000 

99,000 

Subordinated debentures

13,401 

11,320 

11,320 

Other long-term borrowings

14,081 

14,081 

14,081 

Other liabilities:

Accrued interest payable

2,612 

2,612 

2,612 

Historical Timeline

Fiscal YearFiled
2025Feb 25, 2026Showing above
2024Mar 3, 2025
2023Feb 29, 2024
2022Mar 1, 2023
2021Mar 1, 2022
2020Mar 15, 2021
2019Mar 16, 2020
2018Mar 15, 2019
2017Mar 16, 2018
2016Mar 16, 2017
2015Mar 15, 2016
2014Sep 28, 2015

About Fair Value Disclosures

Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.

Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.