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Table of Contents

​

.

​

United States Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

​

(Mark One)

​

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

​

For the quarterly period ended June 30, 2025

​ | ​
​ | ​
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the transition period from __________ to __________

Commission File Number: 001-37661

(Exact name of registrant as specified in its charter)

​

​ | ​ | ​
​ | ​ | ​
Tennessee |  | 62-1173944
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
5401 Kingston Pike, Suite 600 Knoxville, Tennessee |  | 37919
(Address of principal executive offices) |  | (Zip Code)
865-437-5700 |  | Not Applicable
(Registrant’s telephone number, including area code) |  | (Former name, former address and former fiscal
|  | year, if changed since last report)

​

Securities registered pursuant to Section 12(b) of the Act:

​

​ | ​ | ​
​ | ​ | ​
Title of each class | Trading symbol(s) | Name of Exchange on which Registered
Common Stock, par value $1.00 | SMBK | The New York Stock Exchange

​

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or and emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act:

​

Large accelerated filer ☐ | Accelerated filer ☒ | Non-accelerated filer ☐ | Smaller reporting company ☐ | Emerging growth company ☐

​

If an emerging growth company, indicate by check market if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of August 1, 2025, there were 17,020,314 shares of common stock, $1.00 par value per share, issued and outstanding.

​

​

​

Table of Contents

​

TABLE OF CONTENTS

​

​ | ​ | ​
PART I – FINANCIAL INFORMATION | ​
​ | ​ | ​
Item 1. | Consolidated Financial Statements (Unaudited) | 3
​ | ​ | ​
​ | Consolidated Balance Sheets at June 30, 2025 and December 31, 2024 | 3
​ | ​ | ​
​ | Consolidated Statements of Income for the Three and Six Months Ended June 30, 2025 and 2024 | 4
​ | ​ | ​
​ | Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024 | 5
​ | ​ | ​
​ | Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024 | 6
​ | ​ | ​
​ | Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 | 7
​ | ​ | ​
​ | Condensed Notes to Consolidated Financial Statements | 8
​ | ​ | ​
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 41
​ | ​ | ​
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 56
​ | ​ | ​
Item 4. | Controls and Procedures | 56
​ | ​ | ​
PART II – OTHER INFORMATION | 57
​ | ​ | ​
Item 1. | Legal Proceedings | 57
​ | ​ | ​
Item 1A. | Risk Factors | 57
​ | ​ | ​
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 57
​ | ​ | ​
Item 3. | Defaults Upon Senior Securities | 57
​ | ​ | ​
Item 4. | Mine Safety Disclosures | 58
​ | ​ | ​
Item 5. | Other Information | 58
​ | ​ | ​
Item 6. | Exhibits | 58

​

​

​

2

Table of Contents

PART I –FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

SMARTFINANCIAL, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except for share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | (Unaudited) |  | ​
​ |  | June 30, |  | December 31,
​ | ​ | 2025 | ​ | 2024*
ASSETS: |  | ​ |  |  | ​ |
Cash and due from banks | ​ | $ | 71,529 | ​ | $ | 96,508
Interest-bearing deposits with banks | ​ |  | 276,041 | ​ |  | 277,005
Federal funds sold | ​ |  | 17,526 | ​ |  | 14,057
Total cash and cash equivalents | ​ |  | 365,096 | ​ |  | 387,570
Securities available-for-sale, at fair value | ​ |  | 502,150 | ​ |  | 482,328
Securities held-to-maturity (fair value of $108.1 million at June 30, 2025 and Dec. 31, 2024, respectively) | ​ | ​ | 124,520 | ​ | ​ | 126,659
Other investments | ​ |  | 14,713 | ​ |  | 14,740
Loans held for sale | ​ |  | 5,484 | ​ |  | 5,996
Loans and leases | ​ |  | 4,124,062 | ​ |  | 3,906,340
Less: Allowance for credit losses | ​ |  | (39,776) | ​ |  | (37,423)
Loans and leases, net | ​ |  | 4,084,286 | ​ |  | 3,868,917
Premises and equipment, net | ​ |  | 90,204 | ​ |  | 91,093
Other real estate owned | ​ |  | 144 | ​ |  | 179
Goodwill and other intangibles, net | ​ |  | 103,588 | ​ |  | 104,723
Bank owned life insurance | ​ |  | 117,697 | ​ |  | 115,917
Other assets | ​ |  | 82,981 | ​ |  | 77,782
Total assets | ​ | $ | 5,490,863 | ​ | $ | 5,275,904
​ | ​ | ​ | ​ | ​ | ​ | ​
LIABILITIES AND SHAREHOLDERS' EQUITY: | ​ |  |  | ​ |  |
Deposits: | ​ |  |  | ​ |  |
Noninterest-bearing demand | ​ | $ | 906,965 | ​ | $ | 965,552
Interest-bearing demand | ​ |  | 843,820 | ​ |  | 836,731
Money market and savings | ​ |  | 2,124,623 | ​ |  | 2,039,560
Time deposits | ​ |  | 996,712 | ​ |  | 844,640
Total deposits | ​ |  | 4,872,120 | ​ |  | 4,686,483
Borrowings | ​ |  | 6,966 | ​ |  | 8,135
Subordinated debt | ​ |  | 39,726 | ​ |  | 39,684
Other liabilities | ​ |  | 52,924 | ​ |  | 50,141
Total liabilities | ​ |  | 4,971,736 | ​ |  | 4,784,443
Commitments and contingent liabilities - see Note 8 | ​ | ​ | — | ​ | ​ | —
Shareholders' equity: | ​ |  |  | ​ |  |
Preferred stock, $1 par value; 2,000,000 shares authorized; No shares issued and outstanding | ​ |  | — | ​ |  | —
Common stock, $1 par value; 40,000,000 shares authorized; 17,017,547 and 16,925,672 shares issued and outstanding, respectively | ​ |  | 17,018 | ​ |  | 16,926
Additional paid-in capital | ​ |  | 295,209 | ​ |  | 294,269
Retained earnings | ​ |  | 224,061 | ​ |  | 203,824
Accumulated other comprehensive loss | ​ |  | (17,274) | ​ |  | (23,671)
Total shareholders' equity attributable to SmartFinancial Inc. and Subsidiary | ​ |  | 519,014 | ​ |  | 491,348
Non-controlling interest - preferred stock of subsidiary | ​ | ​ | 113 | ​ | ​ | 113
Total shareholders' equity | ​ | ​ | 519,127 | ​ | ​ | 491,461
Total liabilities and shareholders' equity | ​ | $ | 5,490,863 | ​ | $ | 5,275,904

​

* Derived from audited financial statements.

The accompanying notes are an integral part of the consolidated financial statements.

​

3

Table of Contents

SMARTFINANCIAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Three Months Ended | ​ | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024
Interest income: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Loans and leases, including fees | ​ | $ | 61,049 | ​ | $ | 50,853 | ​ | $ | 118,811 | ​ | $ | 100,873
Securities: | ​ |  | ​ | ​ |  |  | ​ |  | ​ | ​ |  |
Taxable | ​ |  | 4,848 | ​ |  | 5,320 | ​ |  | 9,623 | ​ |  | 9,869
Tax-exempt | ​ |  | 395 | ​ |  | 353 | ​ |  | 749 | ​ |  | 705
Federal funds sold and other earning assets | ​ |  | 3,161 | ​ |  | 4,759 | ​ |  | 6,647 | ​ |  | 9,620
Total interest income | ​ |  | 69,453 | ​ |  | 61,285 | ​ |  | 135,830 | ​ |  | 121,067
Interest expense: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Deposits | ​ |  | 28,301 | ​ |  | 27,439 | ​ |  | 55,636 | ​ |  | 54,474
Borrowings | ​ |  | 70 | ​ |  | 148 | ​ |  | 140 | ​ |  | 276
Subordinated debt | ​ |  | 739 | ​ |  | 884 | ​ |  | 1,472 | ​ |  | 1,782
Total interest expense | ​ |  | 29,110 | ​ |  | 28,471 | ​ |  | 57,248 | ​ |  | 56,532
Net interest income | ​ |  | 40,343 | ​ |  | 32,814 | ​ |  | 78,582 | ​ |  | 64,535
Provision for credit losses | ​ |  | 2,411 | ​ |  | 883 | ​ |  | 3,391 | ​ |  | 443
Net interest income after provision for credit losses | ​ |  | 37,932 | ​ |  | 31,931 | ​ |  | 75,191 | ​ |  | 64,092
Noninterest income: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Service charges on deposit accounts | ​ | ​ | 1,766 | ​ | ​ | 1,692 | ​ | ​ | 3,502 | ​ | ​ | 3,304
Loss on sale of securities | ​ |  | (4) | ​ |  | — | ​ |  | (4) | ​ |  | —
Mortgage banking | ​ |  | 633 | ​ |  | 348 | ​ |  | 1,126 | ​ |  | 628
Investment services | ​ |  | 1,440 | ​ |  | 1,302 | ​ |  | 3,209 | ​ |  | 2,682
Insurance commissions | ​ | ​ | 1,554 | ​ | ​ | 1,284 | ​ | ​ | 2,967 | ​ | ​ | 2,387
Interchange and debit card transaction fees, net | ​ | ​ | 1,342 | ​ | ​ | 1,343 | ​ | ​ | 2,562 | ​ | ​ | 2,596
Other | ​ |  | 2,167 | ​ |  | 1,635 | ​ |  | 4,133 | ​ |  | 4,387
Total noninterest income | ​ |  | 8,898 | ​ |  | 7,604 | ​ |  | 17,495 | ​ |  | 15,984
Noninterest expense: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Salaries and employee benefits | ​ |  | 19,602 | ​ |  | 17,261 | ​ |  | 38,836 | ​ |  | 33,900
Occupancy and equipment | ​ |  | 3,432 | ​ |  | 3,324 | ​ |  | 6,829 | ​ |  | 6,720
FDIC insurance | ​ |  | 992 | ​ |  | 825 | ​ |  | 1,952 | ​ |  | 1,740
Other real estate and loan related expense | ​ |  | 757 | ​ |  | 538 | ​ |  | 1,415 | ​ |  | 1,123
Advertising and marketing | ​ |  | 390 | ​ |  | 295 | ​ |  | 772 | ​ |  | 597
Data processing and technology | ​ |  | 2,651 | ​ |  | 2,452 | ​ |  | 5,309 | ​ |  | 4,916
Professional services | ​ |  | 1,153 | ​ |  | 1,064 | ​ |  | 2,521 | ​ |  | 1,989
Amortization of intangibles | ​ |  | 566 | ​ |  | 608 | ​ |  | 1,135 | ​ |  | 1,220
Other | ​ |  | 3,026 | ​ |  | 2,834 | ​ |  | 6,097 | ​ |  | 5,549
Total noninterest expense | ​ |  | 32,569 | ​ |  | 29,201 | ​ |  | 64,866 | ​ |  | 57,754
Income before income tax expense | ​ |  | 14,261 | ​ |  | 10,334 | ​ |  | 27,820 | ​ |  | 22,322
Income tax expense | ​ |  | 2,556 | ​ |  | 2,331 | ​ |  | 4,861 | ​ |  | 4,962
Net income | ​ | $ | 11,705 | ​ | $ | 8,003 | ​ | $ | 22,959 | ​ | $ | 17,360
Earnings per common share: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Basic | ​ | $ | 0.70 | ​ | $ | 0.48 | ​ | $ | 1.37 | ​ | $ | 1.03
Diluted | ​ | $ | 0.69 | ​ | $ | 0.48 | ​ | $ | 1.36 | ​ | $ | 1.03
Weighted average common shares outstanding: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Basic | ​ |  | 16,778,988 | ​ |  | 16,770,819 | ​ |  | 16,773,293 | ​ |  | 16,810,277
Diluted | ​ |  | 16,878,736 | ​ |  | 16,850,250 | ​ |  | 16,875,608 | ​ |  | 16,887,374

​

The accompanying notes are an integral part of the consolidated financial statements.

​

4

Table of Contents

SMARTFINANCIAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended |  | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
​ | ​ | 2025 | ​ | 2024 | ​ | 2025 |  | 2024
Net income | ​ | $ | 11,705 | ​ | $ | 8,003 | ​ | $ | 22,959 | ​ | $ | 17,360
Other comprehensive income (loss): | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Investment securities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Unrealized holding gains (losses) on securities available-for-sale | ​ |  | 2,888 | ​ |  | 1,998 | ​ |  | 7,851 | ​ |  | (1,109)
Tax effect | ​ |  | (746) | ​ |  | (516) | ​ |  | (2,028) | ​ |  | 287
Reclassification adjustment for amortization of unrealized gains included in other comprehensive income on securities transferred from available-for-sale to held-to-maturity | ​ | ​ | 30 | ​ | ​ | 33 | ​ | ​ | 60 | ​ | ​ | 68
Tax effect | ​ | ​ | (7) | ​ | ​ | (9) | ​ | ​ | (15) | ​ | ​ | (18)
Reclassification adjustment for realized losses included in net income | ​ |  | 4 | ​ |  | — | ​ |  | 4 | ​ |  | —
Tax effect | ​ |  | (1) | ​ |  | — | ​ |  | (1) | ​ |  | —
Unrealized gains (losses) on securities available-for-sale, net of tax | ​ |  | 2,168 | ​ |  | 1,506 | ​ |  | 5,871 | ​ |  | (772)
Fair value hedging activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Unrealized gains (losses) on fair value municipal security hedges | ​ |  | (12) | ​ |  | (20) | ​ |  | (167) | ​ |  | 400
Tax effect | ​ |  | 3 | ​ |  | 6 | ​ |  | 43 | ​ |  | (102)
Reclassification adjustment for realized losses (gains) included in net income | ​ | ​ | (2) | ​ | ​ | 143 | ​ | ​ | (3) | ​ | ​ | 249
Tax effect | ​ | ​ | 1 | ​ | ​ | (38) | ​ | ​ | 1 | ​ | ​ | (65)
Unrealized gains (losses) on fair value hedged instruments arising during the period, net of tax | ​ |  | (10) | ​ |  | 91 | ​ |  | (126) | ​ |  | 482
Cash flow hedging activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Unrealized gains on cash flow hedges | ​ | ​ | 203 | ​ | ​ | 92 | ​ | ​ | 640 | ​ | ​ | 628
Tax effect | ​ | ​ | (53) | ​ | ​ | (23) | ​ | ​ | (165) | ​ | ​ | (162)
Reclassification adjustment for realized losses (gains) included in net income | ​ | ​ | 88 | ​ | ​ | (52) | ​ | ​ | 239 | ​ | ​ | (90)
Tax effect | ​ | ​ | (23) | ​ | ​ | 13 | ​ | ​ | (62) | ​ | ​ | 23
Unrealized gains (losses) on cash flow hedge instruments arising during the period, net of tax | ​ | ​ | 215 | ​ | ​ | 30 | ​ | ​ | 652 | ​ | ​ | 399
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total other comprehensive income | ​ |  | 2,373 | ​ |  | 1,627 | ​ |  | 6,397 | ​ |  | 109
Comprehensive income | ​ | $ | 14,078 | ​ | $ | 9,630 | ​ | $ | 29,356 | ​ | $ | 17,469

​

The accompanying notes are an integral part of the consolidated financial statements.

​

5

Table of Contents

SMARTFINANCIAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY – (Unaudited)

For the Three and Six Months Ended June 30, 2025 and 2024

(Dollars in thousands, except for share data)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | Accumulated | ​ | Non-controlling |  | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Other | ​ | Interest - Preferred | ​ | ​ | ​
​ | ​ | Common Stock |  | Additional |  | Retained |  | Comprehensive | ​ | Stock of |  | ​
​ | ​ | Shares | ​ | Amount | ​ | Paid-in Capital | ​ | Earnings |  | Income (Loss) | ​ | Subsidiary | ​ | Total
Balance, December 31, 2023 |  | 16,988,879 | ​ | $ | 16,989 | ​ | $ | 295,699 | ​ | $ | 173,105 | ​ | $ | (25,907) | ​ | $ | — | ​ | $ | 459,886
Net income |  | — | ​ |  | — | ​ |  | — | ​ |  | 17,360 | ​ |  | — | ​ | ​ | — | ​ |  | 17,360
Other comprehensive income |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 109 | ​ | ​ | — | ​ |  | 109
Common stock issued pursuant to: |  | ​ | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |  | ​
Stock options exercised |  | 4,500 | ​ |  | 4 | ​ |  | 39 | ​ |  | — | ​ |  | — | ​ | ​ | — | ​ |  | 43
Restricted stock, net of forfeitures | ​ | 74,757 | ​ | ​ | 75 | ​ | ​ | (75) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Restricted stock, withheld for taxes | ​ | (6,039) | ​ | ​ | (6) | ​ | ​ | (139) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (145)
Stock compensation expense |  | — | ​ |  | — | ​ |  | 894 | ​ |  | — | ​ |  | — | ​ | ​ | — | ​ |  | 894
Common stock dividend ($0.16 per share) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2,714) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2,714)
Repurchases of common stock | ​ | (136,195) | ​ | ​ | (136) | ​ | ​ | (2,832) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | ​ | ​ | ​ | (2,968)
Balance, June 30, 2024 |  | 16,925,902 | ​ | $ | 16,926 | ​ | $ | 293,586 | ​ | $ | 187,751 | ​ | $ | (25,798) | ​ | $ | — | ​ | $ | 472,465
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance, December 31, 2024 | ​ | 16,925,672 | ​ | $ | 16,926 | ​ | $ | 294,269 | ​ | $ | 203,824 | ​ | $ | (23,671) | ​ | $ | 113 | ​ | $ | 491,461
Net income |  | — | ​ |  | — | ​ |  | — | ​ |  | 22,959 | ​ |  | — | ​ | ​ | — | ​ |  | 22,959
Other comprehensive income |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 6,397 | ​ | ​ | — | ​ |  | 6,397
Common stock issued pursuant to: |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |  | ​
Stock options exercised |  | 4,203 | ​ |  | 4 | ​ |  | 59 | ​ |  | — | ​ |  | — | ​ | ​ | — | ​ |  | 63
Restricted stock, net of forfeitures |  | 96,121 | ​ |  | 96 | ​ |  | (96) | ​ |  | — | ​ |  | — | ​ | ​ | — | ​ |  | —
Restricted stock, withheld for taxes | ​ | (8,449) | ​ | ​ | (8) | ​ | ​ | (257) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (265)
Stock compensation expense |  | — | ​ |  | — | ​ |  | 1,234 | ​ |  | — | ​ |  | — | ​ | ​ | — | ​ |  | 1,234
Common stock dividend ($0.16 per share) |  | — | ​ |  | — | ​ |  | — | ​ |  | (2,722) | ​ |  | — | ​ | ​ | — | ​ |  | (2,722)
Balance, June 30, 2025 |  | 17,017,547 | ​ | $ | 17,018 | ​ | $ | 295,209 | ​ | $ | 224,061 | ​ | $ | (17,274) | ​ | $ | 113 | ​ | $ | 519,127
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance, March 31, 2024 |  | 17,056,704 | ​ | $ | 17,057 | ​ | $ | 296,061 | ​ | $ | 181,103 | ​ | $ | (27,425) | ​ | $ | — | ​ | $ | 466,796
Net income |  | — | ​ |  | — | ​ |  | — | ​ |  | 8,003 | ​ |  | — | ​ | ​ | — | ​ |  | 8,003
Other comprehensive income |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 1,627 | ​ | ​ | — | ​ |  | 1,627
Common stock issued pursuant to: |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ | ​ | ​ | ​ |  |
Restricted stock, net of forfeitures |  | 6,000 | ​ |  | 6 | ​ |  | (6) | ​ |  | — | ​ |  | — | ​ | ​ | — | ​ |  | —
Restricted stock, withheld for taxes | ​ | (607) | ​ | ​ | (1) | ​ | ​ | (13) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (14)
Stock compensation expense |  | — | ​ |  | — | ​ |  | 376 | ​ |  | — | ​ |  | — | ​ | ​ | — | ​ |  | 376
Common stock dividend ($0.08 per share) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,355) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,355)
Repurchases of common stock | ​ | (136,195) | ​ | ​ | (136) | ​ | ​ | (2,832) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2,968)
Balance, June 30, 2024 |  | 16,925,902 | ​ | $ | 16,926 | ​ | $ | 293,586 | ​ | $ | 187,751 | ​ | $ | (25,798) | ​ | $ | — | ​ | $ | 472,465
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance, March 31, 2025 |  | 17,017,547 | ​ | $ | 17,018 | ​ | $ | 294,736 | ​ | $ | 213,721 | ​ | $ | (19,647) | ​ | $ | 113 | ​ | $ | 505,941
Net income |  | — | ​ |  | — | ​ |  | — | ​ |  | 11,705 | ​ |  | — | ​ | ​ | — | ​ |  | 11,705
Other comprehensive income |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 2,373 | ​ | ​ | — | ​ |  | 2,373
Stock compensation expense |  | — | ​ |  | — | ​ |  | 473 | ​ |  | — | ​ |  | — | ​ | ​ | — | ​ |  | 473
Common stock dividends ($0.08 per share) |  | — | ​ |  | — | ​ |  | — | ​ |  | (1,365) | ​ |  | — | ​ | ​ | — | ​ |  | (1,365)
Balance, June 30, 2025 |  | 17,017,547 | ​ | $ | 17,018 | ​ | $ | 295,209 | ​ | $ | 224,061 | ​ | $ | (17,274) | ​ | $ | 113 | ​ | $ | 519,127

​

The accompanying notes are an integral part of the consolidated financial statements.

​

6

Table of Contents

SMARTFINANCIAL, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Six Months Ended June 30,
​ | ​ | 2025 | ​ | 2024
Cash flows from operating activities: |  | ​ |  |  | ​ |
Net income | ​ | $ | 22,959 | ​ | $ | 17,360
Adjustments to reconcile net income to net cash provided by operating activities: | ​ |  | ​ | ​ |  |
Depreciation and amortization | ​ |  | 4,317 | ​ |  | 4,671
Amortization of intangible assets | ​ | ​ | 1,135 | ​ | ​ | 1,220
Provision for credit losses | ​ |  | 3,391 | ​ |  | 443
Stock compensation expense | ​ |  | 1,234 | ​ |  | 894
Loss on sale of securities available-for-sale | ​ |  | 4 | ​ |  | —
Deferred income tax expense | ​ |  | 66 | ​ |  | 1,293
Increase in cash surrender value of bank-owned life insurance | ​ |  | (1,780) | ​ |  | (1,049)
Net losses from sale and write-downs of other real estate owned and other repossessed assets | ​ |  | 249 | ​ |  | 280
Net gains from mortgage banking | ​ |  | (1,070) | ​ |  | (568)
Origination of loans held for sale | ​ |  | (16,582) | ​ |  | (25,311)
Proceeds from sales of loans held for sale | ​ |  | 18,164 | ​ |  | 27,194
Net (gain) loss from sale/disposal of fixed assets | ​ | ​ | 14 | ​ | ​ | (1,647)
Net change in: | ​ |  |  | ​ |  |
Accrued interest receivable | ​ |  | (587) | ​ |  | 200
Accrued interest payable | ​ |  | 923 | ​ |  | (604)
Other assets | ​ |  | (3,050) | ​ |  | (514)
Other liabilities | ​ |  | (1,078) | ​ |  | (243)
Net cash provided by operating activities | ​ |  | 28,309 | ​ |  | 23,619
Cash flows from investing activities: | ​ |  |  | ​ |  |
Available-for-sale: | ​ | ​ | ​ | ​ | ​ | ​
Proceeds from maturities, calls and paydowns | ​ |  | 26,175 | ​ |  | 22,958
Purchases | ​ | ​ | (38,842) | ​ | ​ | (117,389)
Held-to-maturity: | ​ | ​ | ​ | ​ | ​ | ​
Proceeds from maturities, calls and paydowns | ​ | ​ | 1,118 | ​ | ​ | 151,172
Proceeds from sales of other investments | ​ | ​ | 1,041 | ​ | ​ | 135
Purchases of other investments | ​ |  | (1,666) | ​ |  | (452)
Net increase in loans and leases | ​ |  | (219,692) | ​ |  | (133,763)
Proceeds from sale of fixed assets | ​ | ​ | 67 | ​ | ​ | 4,698
Purchases of premises and equipment | ​ |  | (1,707) | ​ |  | (4,017)
Proceeds from sale of other real estate owned and other repossessed assets | ​ |  | 1,157 | ​ |  | 893
Net cash used in investing activities | ​ |  | (232,349) | ​ |  | (75,765)
Cash flows from financing activities: | ​ |  |  | ​ |  |
Net increase in deposits | ​ |  | 185,659 | ​ |  | 48,840
Net decrease in securities sold under agreements to repurchase | ​ |  | (1,169) | ​ |  | (346)
Proceeds from borrowings | ​ |  | 1,000 | ​ |  | 4,000
Repayment of borrowings | ​ | ​ | (1,000) | ​ | ​ | (4,000)
Cash dividends paid | ​ |  | (2,722) | ​ |  | (2,714)
Issuance of common stock | ​ |  | 63 | ​ |  | 43
Restricted shares withheld for taxes | ​ | ​ | (265) | ​ | ​ | (145)
Repurchases of common stock | ​ |  | — | ​ |  | (2,968)
Net cash provided by financing activities | ​ |  | 181,566 | ​ |  | 42,710
Net change in cash and cash equivalents | ​ |  | (22,474) | ​ |  | (9,436)
Cash and cash equivalents, beginning of period | ​ |  | 387,570 | ​ |  | 352,271
Cash and cash equivalents, end of period | ​ | $ | 365,096 | ​ | $ | 342,835
Supplemental disclosures of cash flow information: | ​ |  |  | ​ |  |
Cash paid during the period for interest | ​ | $ | 56,325 | ​ | $ | 57,136
Net cash paid during the period for income taxes | ​ |  | 5,118 | ​ |  | 4,295
Noncash investing and financing activities: | ​ |  | ​ | ​ |  | ​
Recognition of operating lease assets in exchange for lease liabilities | ​ | ​ | 614 | ​ | ​ | 2,913
Acquisition of real estate through foreclosure | ​ |  | — | ​ |  | 179
Acquisition of other repossessed assets | ​ | ​ | 1,732 | ​ | ​ | 2,631
Financed sales of other repossessed assets | ​ | ​ | 679 | ​ | ​ | 463

The accompanying notes are an integral part of the consolidated financial statements.

​

​

7

Table of Contents

SMARTFINANCIAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

Note 1. Presentation of Financial Information

Nature of Business:

SmartFinancial, Inc. (the “Company,” “SmartFinancial,” “we,” “our” or “us”) is a bank holding company whose principal activity is the ownership and management of its wholly owned subsidiary, SmartBank (the “Bank”). The Company provides a variety of financial services to individuals and corporate customers through its offices in East and Middle Tennessee, Alabama, and Florida. The Bank’s primary deposit products are noninterest-bearing and interest-bearing demand deposits, savings and money market deposits, and time deposits. Its primary lending products are commercial, residential, and consumer loans.

Basis of Presentation and Accounting Estimates:

The accounting and financial reporting policies of the Company and its wholly owned subsidiary conform to U.S. generally accepted accounting principles (“GAAP”) and reporting guidelines of banking regulatory authorities and regulators. The accompanying interim consolidated financial statements for the Company and its wholly owned subsidiary have not been audited. All material intercompany balances and transactions have been eliminated.

In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments are normal and recurring accruals considered necessary for a fair and accurate presentation. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses, the valuation of foreclosed assets and deferred taxes, the fair value of financial instruments, goodwill, and the fair value of assets acquired, and liabilities assumed in acquisitions. The results for interim periods are not necessarily indicative of results for the full year or any other interim periods. The following unaudited condensed financial statement notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes appearing in the Company’s annual report on Form 10-K for the year ended December 31, 2024.

Recently Issued and Adopted Accounting Pronouncements:

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” ASU 2023-07 expands segment disclosure requirements for public entities to require disclosure of significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The Company adopted ASU 2023-07 on December 31, 2024, and it did not have an impact on the Company’s Consolidated Financial Statements.

​

Recently Issued Not Yet Effective Accounting Pronouncements:

During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements for the year ended December 31, 2024, as filed in its Annual Report on Form 10-K with the SEC. The following is a summary of recent authoritative pronouncements issued but not yet effective that could impact the accounting, reporting, and/or disclosure of financial information by the Company.

In December 2023, FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in certain categories if items meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose income

8

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SMARTFINANCIAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

taxes paid, net of refunds, disaggregated by federal, state, and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold, among other things. The guidance is effective for us the first annual period beginning after December 15, 2024, with first disclosure additions to be included in the 2025 Annual Report on Form 10K. The Company is assessing ASU 2023-09, and its adoption is not expected to have a significant impact on our Consolidated Financial Statements.

​

In November 2024, FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.”, and in January 2025, the FASB issued ASU 2025-01, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.” ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03, as clarified by ASU 2025-01, requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. The prescribed categories include, among other things, employee compensation, depreciation, and intangible asset amortization. Additionally, entities must disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for us fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, though early adoption is permitted. The Company is assessing ASU 2024-03, and its adoption is not expected to have a significant impact on our Consolidated Financial Statements.

​

​

​

Note 2. Earnings Per Share

Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding and dilutive common share equivalents using the treasury stock method. Dilutive common share equivalents include common shares issuable upon exercise of outstanding stock options and restricted stock. The effect from the stock options and restricted stock on incremental shares from the assumed conversions for net income per share-basic and net income per share-diluted are presented below. There were no antidilutive shares for the three and six months ended June 30, 2025, and June 30, 2024, respectively.

​

The following is a summary of the basic and diluted earnings per share computation (dollars in thousands, except share and per share data):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
​ |  | 2025 |  | 2024 | ​ | 2025 |  | 2024
Basic earnings per share computation: |  | ​ |  |  | ​ |  | ​ | ​ |  |  | ​ |
Net income available to common shareholders | ​ | $ | 11,705 | ​ | $ | 8,003 | ​ | $ | 22,959 | ​ | $ | 17,360
Average common shares outstanding – basic | ​ |  | 16,778,988 | ​ |  | 16,770,819 | ​ |  | 16,773,293 | ​ |  | 16,810,277
Basic earnings per share | ​ | $ | 0.70 | ​ | $ | 0.48 | ​ | $ | 1.37 | ​ | $ | 1.03
Diluted earnings per share computation: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Net income available to common shareholders | ​ | $ | 11,705 | ​ | $ | 8,003 | ​ | $ | 22,959 | ​ | $ | 17,360
Average common shares outstanding – basic | ​ |  | 16,778,988 | ​ |  | 16,770,819 | ​ |  | 16,773,293 | ​ |  | 16,810,277
Incremental shares from assumed conversions: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Stock options and restricted stock | ​ |  | 99,748 | ​ |  | 79,431 | ​ |  | 102,315 | ​ |  | 77,097
Average common shares outstanding - diluted | ​ |  | 16,878,736 | ​ |  | 16,850,250 | ​ |  | 16,875,608 | ​ |  | 16,887,374
Diluted earnings per common share | ​ | $ | 0.69 | ​ | $ | 0.48 | ​ | $ | 1.36 | ​ | $ | 1.03

​

​

Note 3. Securities

Available-for-sale securities (“AFS”), which include any security for which the Company has no immediate plan to sell, but which may be sold in the future, are carried at fair value. Realized gains and losses, based on specifically identified amortized cost of the individual security, are included in other income. Unrealized gains and losses are recorded, net of related income tax effects, in accumulated other comprehensive income (loss). Premiums and discounts are amortized and accreted, respectively, to interest income using the constant effective yield method over the estimated life of the security.

9

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SMARTFINANCIAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

Prepayments are anticipated for mortgage-backed and Small Business Administration (“SBA”) securities. Premiums on callable securities are amortized to their earliest call date.

​

Held-to-maturity securities (“HTM”), which include any security for which the Company has both the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized and accreted, respectively, to interest income using the constant effective yield method over the security’s estimated life. Prepayments are anticipated for mortgage-backed and SBA securities. Premiums on callable securities are amortized to their earliest call date.

​

The amortized cost, gross unrealized gains and losses and fair value of securities AFS and HTM are summarized as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2025
​ |  | ​ | ​ |  | Gross |  | Gross |  | ​ | ​
​ | ​ | Amortized | ​ | Unrealized | ​ | Unrealized | ​ | Fair
Available-for-sale: | ​ | Cost | ​ | Gains | ​ | Losses | ​ | Value
U.S. Treasury | ​ | $ | 82,839 | ​ | $ | — | ​ | $ | (5,021) | ​ | $ | 77,818
U.S. Government-sponsored enterprises (GSEs) | ​ | ​ | 34,500 | ​ | ​ | 278 | ​ | ​ | (110) | ​ | ​ | 34,668
Municipal securities | ​ |  | 21,865 | ​ |  | 1 | ​ |  | (842) | ​ |  | 21,024
Other debt securities | ​ |  | 40,323 | ​ |  | 291 | ​ |  | (1,699) | ​ |  | 38,915
Mortgage-backed securities (GSEs) | ​ |  | 345,295 | ​ |  | 1,569 | ​ |  | (17,139) | ​ |  | 329,725
Total | ​ | $ | 524,822 | ​ | $ | 2,139 | ​ | $ | (24,811) | ​ | $ | 502,150

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2025
​ |  | ​ | ​ |  | Gross |  | Gross |  | ​ | ​
​ | ​ | Amortized | ​ | Unrealized | ​ | Unrealized | ​ | Fair
Held-to-maturity: | ​ | Cost | ​ | Gains | ​ | Losses | ​ | Value
U.S. Government-sponsored enterprises (GSEs) | ​ | $ | 47,494 | ​ | $ | — | ​ | $ | (6,020) | ​ | $ | 41,474
Municipal securities | ​ |  | 51,131 | ​ |  | — | ​ |  | (7,002) | ​ |  | 44,129
Mortgage-backed securities (GSEs) | ​ |  | 25,895 | ​ |  | — | ​ |  | (3,364) | ​ |  | 22,531
Total | ​ | $ | 124,520 | ​ | $ | — | ​ | $ | (16,386) | ​ | $ | 108,134

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2024
​ |  | ​ | ​ |  | Gross |  | Gross |  | ​ | ​
​ | ​ | Amortized | ​ | Unrealized | ​ | Unrealized | ​ | Fair
Available-for-sale: | ​ | Cost | ​ | Gains | ​ | Losses | ​ | Value
U.S. Treasury | ​ | $ | 83,330 | ​ | $ | — | ​ | $ | (7,104) | ​ | $ | 76,226
U.S. Government-sponsored enterprises (GSEs) | ​ | ​ | 38,917 | ​ | ​ | 453 | ​ | ​ | (182) | ​ | ​ | 39,188
Municipal securities | ​ |  | 18,277 | ​ |  | — | ​ |  | (587) | ​ |  | 17,690
Other debt securities | ​ |  | 41,321 | ​ |  | 252 | ​ |  | (2,138) | ​ |  | 39,435
Mortgage-backed securities (GSEs) | ​ |  | 330,839 | ​ |  | 515 | ​ |  | (21,565) | ​ |  | 309,789
Total | ​ | $ | 512,684 | ​ | $ | 1,220 | ​ | $ | (31,576) | ​ | $ | 482,328

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2024
​ |  | ​ | ​ |  | Gross |  | Gross |  | ​ | ​
​ | ​ | Amortized | ​ | Unrealized | ​ | Unrealized | ​ | Fair
Held-to-maturity: | ​ | Cost | ​ | Gains | ​ | Losses | ​ | Value
U.S. Government-sponsored enterprises (GSEs) | ​ | $ | 48,112 | ​ | $ | — | ​ | $ | (7,335) | ​ | $ | 40,777
Municipal securities | ​ |  | 51,652 | ​ |  | — | ​ |  | (7,037) | ​ |  | 44,615
Mortgage-backed securities (GSEs) | ​ |  | 26,895 | ​ |  | — | ​ |  | (4,207) | ​ |  | 22,688
Total | ​ | $ | 126,659 | ​ | $ | — | ​ | $ | (18,579) | ​ | $ | 108,080

​

At June 30, 2025 and December 31, 2024, securities with a carrying value totaling approximately $446.4 million and $432.6 million, respectively, were pledged to secure public funds and securities sold under agreements to repurchase.

​

10

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SMARTFINANCIAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

On investments for the three and six months ended June 30, 2025, the Company recorded no gross realized gains and $4 thousand in gross realized losses and for the three and six months ended June 30, 2024, there were no realized gross gains or gross losses recorded, respectively.

​

The amortized cost and estimated fair value of securities at June 30, 2025, by contractual maturity for non-mortgage-backed securities are shown below (in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2025
​ |  | Amortized |  | Fair
Available-for-sale: | ​ | Cost | ​ | Value
Due in one year or less | ​ | $ | 4,815 | ​ | $ | 4,815
Due from one year to five years | ​ |  | 98,528 | ​ |  | 93,514
Due from five years to ten years | ​ |  | 63,791 | ​ |  | 62,366
Due after ten years | ​ |  | 12,393 | ​ |  | 11,730
​ | ​ |  | 179,527 | ​ |  | 172,425
Mortgage-backed securities | ​ |  | 345,295 | ​ |  | 329,725
Total | ​ | $ | 524,822 | ​ | $ | 502,150
​ | ​ | ​ | ​ | ​ | ​ | ​
Held-to-maturity: | ​ | ​ | ​ | ​ | ​ | ​
Due in one year or less | ​ | $ | — | ​ | $ | —
Due from one year to five years | ​ |  | 6,861 | ​ |  | 6,356
Due from five years to ten years | ​ |  | 51,176 | ​ |  | 44,551
Due after ten years | ​ |  | 40,588 | ​ |  | 34,696
​ | ​ |  | 98,625 | ​ |  | 85,603
Mortgage-backed securities | ​ |  | 25,895 | ​ |  | 22,531
Total | ​ | $ | 124,520 | ​ | $ | 108,134

​

The following tables present the gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities AFS and HTM have been in a continuous unrealized loss position (in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2025
​ | ​ | Less than 12 Months | ​ | 12 Months or Greater | ​ | Total
​ |  | ​ | ​ |  | Gross | ​ | Number |  | ​ | ​ |  | Gross | ​ | Number |  | ​ | ​ |  | Gross | ​ | Number
​ | ​ | Fair | ​ | Unrealized | ​ | of | ​ | Fair | ​ | Unrealized | ​ | of | ​ | Fair | ​ | Unrealized | ​ | of
Available-for-sale: | ​ | Value | ​ | Losses | ​ | Securities | ​ | Value | ​ | Losses | ​ | Securities | ​ | Value | ​ | Losses | ​ | Securities
U.S. Treasury | ​ | $ | — | ​ | $ | — | ​ | — | ​ | $ | 77,818 | ​ | $ | (5,021) | ​ | 9 | ​ | $ | 77,818 | ​ | $ | (5,021) | ​ | 9
U.S. Government-sponsored enterprises (GSEs) | ​ | ​ | 3,427 | ​ | ​ | (11) | ​ | 2 | ​ | ​ | 6,495 | ​ | ​ | (99) | ​ | 5 | ​ | ​ | 9,922 | ​ | ​ | (110) | ​ | 7
Municipal securities | ​ |  | 8,562 | ​ |  | (424) | ​ | 7 | ​ |  | 10,920 | ​ |  | (418) | ​ | 16 | ​ |  | 19,482 | ​ |  | (842) | ​ | 23
Other debt securities | ​ |  | 3,183 | ​ |  | (57) | ​ | 3 | ​ |  | 22,712 | ​ |  | (1,642) | ​ | 19 | ​ |  | 25,895 | ​ |  | (1,699) | ​ | 22
Mortgage-backed securities (GSEs) | ​ |  | 49,405 | ​ |  | (551) | ​ | 29 | ​ |  | 177,337 | ​ |  | (16,588) | ​ | 90 | ​ |  | 226,742 | ​ |  | (17,139) | ​ | 119
Total | ​ | $ | 64,577 | ​ | $ | (1,043) | ​ | 41 | ​ | $ | 295,282 | ​ | $ | (23,768) | ​ | 139 | ​ | $ | 359,859 | ​ | $ | (24,811) | ​ | 180
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2025
​ | ​ | Less than 12 Months | ​ | 12 Months or Greater | ​ | Total
​ |  | ​ | ​ |  | Gross | ​ | Number |  | ​ | ​ |  | Gross | ​ | Number |  | ​ | ​ |  | Gross | ​ | Number
​ | ​ | Fair | ​ | Unrealized | ​ | of | ​ | Fair | ​ | Unrealized | ​ | of | ​ | Fair | ​ | Unrealized | ​ | of
Held-to-maturity: | ​ | Value | ​ | Losses | ​ | Securities | ​ | Value | ​ | Losses | ​ | Securities | ​ | Value | ​ | Losses | ​ | Securities
U.S. Government-sponsored enterprises (GSEs) | ​ | $ | — | ​ | $ | — | ​ | — | ​ | $ | 41,474 | ​ | $ | (6,020) | ​ | 13 | ​ | $ | 41,474 | ​ | $ | (6,020) | ​ | 13
Municipal securities | ​ |  | — | ​ |  | — | ​ | — | ​ |  | 44,129 | ​ |  | (7,002) | ​ | 35 | ​ |  | 44,129 | ​ |  | (7,002) | ​ | 35
Mortgage-backed securities (GSEs) | ​ |  | — | ​ |  | — | ​ | — | ​ |  | 22,531 | ​ |  | (3,364) | ​ | 5 | ​ |  | 22,531 | ​ |  | (3,364) | ​ | 5
Total | ​ | $ | — | ​ | $ | — | ​ | — | ​ | $ | 108,134 | ​ | $ | (16,386) | ​ | 53 | ​ | $ | 108,134 | ​ | $ | (16,386) | ​ | 53

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2024
​ | ​ | Less than 12 Months | ​ | 12 Months or Greater | ​ | Total
​ |  | ​ | ​ |  | Gross | ​ | Number |  | ​ | ​ |  | Gross | ​ | Number |  | ​ | ​ |  | Gross | ​ | Number
​ | ​ | Fair | ​ | Unrealized | ​ | of | ​ | Fair | ​ | Unrealized | ​ | of | ​ | Fair | ​ | Unrealized | ​ | of
Available-for-sale: | ​ | Value | ​ | Losses | ​ | Securities | ​ | Value | ​ | Losses | ​ | Securities | ​ | Value | ​ | Losses | ​ | Securities
U.S. Treasury | ​ | $ | — | ​ | $ | — | ​ | — | ​ | $ | 76,226 | ​ | $ | (7,104) | ​ | 9 | ​ | $ | 76,226 | ​ | $ | (7,104) | ​ | 9
U.S. Government-sponsored enterprises (GSEs) | ​ | ​ | 9,069 | ​ | ​ | (80) | ​ | 4 | ​ | ​ | 4,813 | ​ | ​ | (102) | ​ | 4 | ​ | ​ | 13,882 | ​ | ​ | (182) | ​ | 8
Municipal securities | ​ |  | 5,579 | ​ |  | (59) | ​ | 8 | ​ |  | 11,322 | ​ |  | (528) | ​ | 17 | ​ |  | 16,901 | ​ |  | (587) | ​ | 25
Other debt securities | ​ |  | 4,425 | ​ |  | (36) | ​ | 3 | ​ |  | 28,294 | ​ |  | (2,102) | ​ | 24 | ​ |  | 32,719 | ​ |  | (2,138) | ​ | 27
Mortgage-backed securities (GSEs) | ​ |  | 80,111 | ​ |  | (939) | ​ | 39 | ​ |  | 160,129 | ​ |  | (20,626) | ​ | 83 | ​ |  | 240,240 | ​ |  | (21,565) | ​ | 122
Total | ​ | $ | 99,184 | ​ | $ | (1,114) | ​ | 54 | ​ | $ | 280,784 | ​ | $ | (30,462) | ​ | 137 | ​ | $ | 379,968 | ​ | $ | (31,576) | ​ | 191
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2024
​ | ​ | Less than 12 Months | ​ | 12 Months or Greater | ​ | Total
​ |  | ​ | ​ |  | Gross | ​ | Number |  | ​ | ​ |  | Gross | ​ | Number |  | ​ | ​ |  | Gross | ​ | Number
​ | ​ | Fair | ​ | Unrealized | ​ | of | ​ | Fair | ​ | Unrealized | ​ | of | ​ | Fair | ​ | Unrealized | ​ | of
Held-to-maturity: | ​ | Value | ​ | Losses | ​ | Securities | ​ | Value | ​ | Losses | ​ | Securities | ​ | Value | ​ | Losses | ​ | Securities
U.S. Government-sponsored enterprises (GSEs) | ​ | $ | — | ​ | $ | — | ​ | — | ​ | $ | 40,777 | ​ | $ | (7,335) | ​ | 13 | ​ | $ | 40,777 | ​ | $ | (7,335) | ​ | 13
Municipal securities | ​ |  | — | ​ |  | — | ​ | — | ​ |  | 44,615 | ​ |  | (7,037) | ​ | 35 | ​ |  | 44,615 | ​ |  | (7,037) | ​ | 35
Mortgage-backed securities (GSEs) | ​ |  | — | ​ |  | — | ​ | — | ​ |  | 22,688 | ​ |  | (4,207) | ​ | 5 | ​ |  | 22,688 | ​ |  | (4,207) | ​ | 5
Total | ​ | $ | — | ​ | $ | — | ​ | — | ​ | $ | 108,080 | ​ | $ | (18,579) | ​ | 53 | ​ | $ | 108,080 | ​ | $ | (18,579) | ​ | 53

​

For any securities classified as AFS that are in an unrealized loss position at the balance sheet date, the Company assesses whether it intends to sell the security, or more likely than not will be required to sell the security before recovery of its amortized cost basis which would require a write-down to fair value through net income. Because the Company currently does not intend to sell those AFS securities that have an unrealized loss at June 30, 2025, and it is not likely that they will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, the Company has determined that no write-down is necessary. In addition, the Company evaluates whether any portion of the decline in fair value of AFS securities is the result of credit deterioration, which would require the recognition of an allowance for credit losses. The unrealized losses associated with available-for-sale securities at June 30, 2025, are driven by changes in interest rates and are not due to the credit quality of the securities, and accordingly, no allowance for credit losses is considered necessary related to available-for-sale securities at June 30, 2025. Management evaluates the financial performance of the issuers on a quarterly basis to determine if it is probable that the issuers can make all contractual principal and interest payments.

​

The unrealized losses in the Company’s HTM portfolio were caused by changes in the interest rate environment. The Company has a zero-loss expectation for its U.S. Treasury securities in addition to U.S. Government-sponsored enterprises (GSEs) and mortgage-backed securities (GSEs), and accordingly, no allowance for credit losses is estimated for these securities. The HTM state and municipal securities are primarily general obligation bonds, which have a very low historical default rate due to issuers generally having unlimited taxing authority to service the debt. All debt securities in an unrealized loss position as of June 30, 2025, continue to perform as scheduled and we do not believe an allowance for credit losses is necessary.

​

The Company utilizes bond credit ratings assigned by third party ratings agencies to monitor the credit quality of debt securities held-to-maturity. At June 30, 2025, all debt securities classified as held-to-maturity, with a published rating, were rated A+ or higher by the ratings agencies. Updated credit ratings are obtained as they become available from the ratings agencies.

​

Allowance for Credit Losses (“ACL”)

There were no past due or nonaccrual AFS or HTM securities at June 30, 2025, or December 31, 2024. Accrued interest receivable is excluded from the estimate of credit losses and based on the analysis of the underlying risk characteristics of

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its AFS and HTM portfolios, including credit ratings and other qualitative factors, there was no provision for credit losses related to AFS or HTM securities recorded during the three and six months ended June 30, 2025, and 2024, respectively, because the ACL was deemed immaterial.

Other Investments:

Our other investments consist of restricted non-marketable equity securities that have no readily determinable market value. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of June 30, 2025, the Company determined that there was no impairment on its other investment securities.

The following is the amortized cost and carrying value of other investments (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31,
​ |  | 2025 |  | 2024
Federal Reserve Bank stock | ​ | $ | 9,604 |  | $ | 9,045
Federal Home Loan Bank stock | ​ |  | 4,759 |  | ​ | 5,345
First National Bankers Bank stock | ​ |  | 350 |  | ​ | 350
Total | ​ | $ | 14,713 | ​ | $ | 14,740

​

​

Note 4. Loans and Leases and Allowance for Credit Losses

Portfolio Segmentation:

Major categories of loans and leases are summarized as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31,
​ | ​ | 2025 | ​ | 2024
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | 1,114,133 | ​ | $ | 1,080,404
Owner occupied | ​ | ​ | 958,989 | ​ | ​ | 867,678
Consumer real estate | ​ |  | 803,270 | ​ |  | 741,836
Construction and land development | ​ |  | 391,155 | ​ |  | 361,735
Commercial and industrial | ​ |  | 778,754 | ​ |  | 775,620
Leases | ​ | ​ | 62,495 | ​ | ​ | 64,878
Consumer and other | ​ |  | 15,266 | ​ |  | 14,189
Total loans and leases | ​ |  | 4,124,062 | ​ |  | 3,906,340
Less: Allowance for credit losses | ​ |  | (39,776) | ​ |  | (37,423)
Loans and leases, net | ​ | $ | 4,084,286 | ​ | $ | 3,868,917

​

The loan and lease portfolio is disaggregated into segments. There are seven loan and lease portfolio segments which include commercial real estate non-owner occupied, commercial real estate owner occupied, consumer real estate, construction and land development, commercial and industrial, leases, and consumer and other.

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

Commercial Real Estate – Non-Owner Occupied: Commercial real estate loans for income-producing properties such as apartment buildings, office and industrial buildings, and retail shopping centers are repaid from rent income derived from the properties. Loans within this portfolio segment are particularly sensitive to the valuation of real estate.

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Commercial Real Estate - Owner Occupied: Commercial real estate loans to operating businesses are long-term financing of land and buildings where the owner occupies the property. These loans are repaid by cash flow generated from the business operation.

Consumer Real Estate: Consumer real estate loans include real estate loans secured by first liens, second liens, or open end real estate loans, such as home equity lines. These are repaid by various means such as a borrower’s income, sale of the property, or rental income derived from the property. Loans within this portfolio segment are particularly sensitive to the valuation of real estate.

Construction and Land Development: Loans for real estate construction and development are repaid through cash flow related to the operations, sale or refinance of the underlying property. This portfolio segment includes extensions of credit to real estate developers or investors where repayment is dependent on the sale of the real estate or income generated from the real estate collateral. Loans within this portfolio segment are particularly sensitive to the valuation of real estate.

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

Leases: The lease portfolio segment includes leases to small and mid-size companies for equipment financing leases. These leases are secured by a secured interest in the equipment being leased.

​

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

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The following tables detail the changes in the allowance for credit losses by loan and lease classification (in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30, 2025
​ | ​ | Commercial | ​ | Commercial | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Real Estate | ​ | Real Estate | ​ | Consumer | ​ | Construction | ​ | Commercial | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Non-Owner | ​ | Owner | ​ | Real | ​ | and Land | ​ | and | ​ | ​ | ​ | ​ | Consumer | ​ | ​ | ​
​ | ​ | Occupied | ​ | Occupied | ​ | Estate |  | Development | ​ | Industrial | ​ | Leases | ​ | and Other | ​ | Total
Beginning balance |  | $ | 7,326 |  | $ | 8,415 |  | $ | 8,688 |  | $ | 4,154 |  | $ | 8,628 |  | $ | 842 |  | $ | 122 |  | $ | 38,175
Charged-off loans and leases | ​ |  | — | ​ | ​ | — | ​ |  | — | ​ |  | — | ​ |  | (60) | ​ |  | (159) | ​ |  | (50) | ​ |  | (269)
Recoveries of charge-offs | ​ |  | — | ​ | ​ | 1 | ​ |  | — | ​ |  | — | ​ |  | 99 | ​ |  | 3 | ​ |  | 20 | ​ |  | 123
Provision charged to expense (1) | ​ |  | (72) | ​ | ​ | 446 | ​ |  | 199 | ​ |  | 296 | ​ |  | 663 | ​ |  | 182 | ​ |  | 33 | ​ |  | 1,747
Ending balance | ​ | $ | 7,254 | ​ | $ | 8,862 | ​ | $ | 8,887 | ​ | $ | 4,450 | ​ | $ | 9,330 | ​ | $ | 868 | ​ | $ | 125 | ​ | $ | 39,776

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30, 2024
​ | ​ | Commercial | ​ | Commercial | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Real Estate | ​ | Real Estate | ​ | Consumer | ​ | Construction | ​ | Commercial | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Non-Owner | ​ | Owner | ​ | Real | ​ | and Land | ​ | and | ​ | ​ | ​ | ​ | Consumer | ​ | ​ | ​
​ | ​ | Occupied | ​ | Occupied | ​ | Estate |  | Development | ​ | Industrial | ​ | Leases | ​ | and Other | ​ | Total
Beginning balance |  | $ | 6,454 |  | $ | 8,389 |  | $ | 7,246 |  | $ | 4,704 |  | $ | 6,641 |  | $ | 657 |  | $ | 112 |  | $ | 34,203
Charged-off loans and leases | ​ |  | — | ​ | ​ | — | ​ |  | 107 | ​ |  | — | ​ |  | (222) | ​ |  | (245) | ​ |  | (97) | ​ |  | (457)
Recoveries of charge-offs | ​ |  | — | ​ | ​ | 31 | ​ |  | (75) | ​ |  | — | ​ |  | 70 | ​ |  | — | ​ |  | 22 | ​ |  | 48
Provision charged to expense (2) | ​ |  | 564 | ​ | ​ | 192 | ​ |  | 265 | ​ |  | (1,208) | ​ |  | 745 | ​ |  | 258 | ​ |  | 80 | ​ |  | 896
Ending balance | ​ | $ | 7,018 | ​ | $ | 8,612 | ​ | $ | 7,543 | ​ | $ | 3,496 | ​ | $ | 7,234 | ​ | $ | 670 | ​ | $ | 117 | ​ | $ | 34,690

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, 2025
​ | ​ | Commercial | ​ | Commercial | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Real Estate | ​ | Real Estate | ​ | Consumer | ​ | Construction | ​ | Commercial | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Non-Owner | ​ | Owner | ​ | Real | ​ | and Land | ​ | and | ​ | ​ | ​ | ​ | Consumer | ​ | ​ | ​
​ | ​ | Occupied | ​ | Occupied | ​ | Estate |  | Development | ​ | Industrial | ​ | Leases | ​ | and Other | ​ | Total
Beginning balance |  | $ | 6,972 |  | $ | 8,341 |  | $ | 8,355 |  | $ | 4,168 |  | $ | 8,552 |  | $ | 919 |  | $ | 116 |  | $ | 37,423
Charged-off loans and leases | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (119) | ​ |  | (349) | ​ |  | (133) | ​ |  | (601)
Recoveries of charge-offs | ​ |  | — | ​ |  | 3 | ​ |  | — | ​ |  | 200 | ​ |  | 122 | ​ |  | 3 | ​ |  | 35 | ​ |  | 363
Provision charged to expense (1) | ​ |  | 282 | ​ |  | 518 | ​ |  | 532 | ​ |  | 82 | ​ |  | 775 | ​ |  | 295 | ​ |  | 107 | ​ |  | 2,591
Ending balance | ​ | $ | 7,254 | ​ | $ | 8,862 | ​ | $ | 8,887 | ​ | $ | 4,450 | ​ | $ | 9,330 | ​ | $ | 868 | ​ | $ | 125 | ​ | $ | 39,776

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, 2024
​ | ​ | Commercial | ​ | Commercial | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Real Estate | ​ | Real Estate | ​ | Consumer | ​ | Construction | ​ | Commercial | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Non-Owner | ​ | Owner | ​ | Real | ​ | and Land | ​ | and | ​ | ​ | ​ | ​ | Consumer | ​ | ​ | ​
​ | ​ | Occupied | ​ | Occupied | ​ | Estate |  | Development | ​ | Industrial | ​ | Leases | ​ | and Other | ​ | Total
Beginning balance |  | $ | 6,846 |  | $ | 8,418 |  | $ | 7,249 |  | $ | 4,874 |  | $ | 6,924 |  | $ | 640 |  | $ | 115 |  | $ | 35,066
Charged-off loans and leases | ​ |  | — | ​ | ​ | — | ​ |  | — | ​ |  | (441) | ​ |  | (423) | ​ |  | (322) | ​ |  | (191) | ​ |  | (1,377)
Recoveries of charge-offs | ​ |  | — | ​ | ​ | 33 | ​ |  | 4 | ​ |  | — | ​ |  | 96 | ​ |  | — | ​ |  | 50 | ​ |  | 183
Provision charged to expense (2) | ​ |  | 172 | ​ | ​ | 161 | ​ |  | 290 | ​ |  | (937) | ​ |  | 637 | ​ |  | 352 | ​ |  | 143 | ​ |  | 818
Ending balance | ​ | $ | 7,018 | ​ | $ | 8,612 | ​ | $ | 7,543 | ​ | $ | 3,496 | ​ | $ | 7,234 | ​ | $ | 670 | ​ | $ | 117 | ​ | $ | 34,690

​

| (1) | In the provision expense in the consolidated statements of income there was a provision of $664 thousand and $800 thousand of unfunded commitments through the provision for credit losses not reflected in the three and six months ended June 30, 2025.

| (2) | In the provision expense in the consolidated statements of income was a release of $13 thousand and $375 thousand of unfunded commitments through the provision for credit losses not reflected in the three and six months ended June 30, 2024.

​

We maintain the allowance for credit losses at a level that we deem appropriate to adequately cover the expected credit loss in the loan and lease portfolio. Our provision for credit losses on loan and lease for the three and six months ended June 30, 2025, was $1.7 million and $2.6 million, respectively, and $896 thousand and $818 thousand, during the three and six months ended June 30, 2024, respectively. As of June 30, 2025, and December 31, 2024, our allowance for credit losses was $39.8 million and $37.4 million, respectively, which we deemed to be adequate at each of the respective dates. Our allowance for credit losses as a percentage of total loans and leases was 0.96% at June 30, 2025, and December 31, 2024.

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A description of the general characteristics of the risk grades used by the Company is as follows:

Pass: Loans and leases in this risk category involve borrowers of acceptable-to-strong credit quality and risk who have the apparent ability to satisfy their loan and lease obligations. Loans and leases in this risk grade would possess sufficient mitigating factors, such as adequate collateral or strong guarantors possessing the capacity to repay the debt if required, for any weakness that may exist.

Watch: Loans and leases in this risk category involve borrowers that exhibit characteristics, or are operating under conditions that, if not successfully mitigated as planned, have a reasonable risk of resulting in a downgrade within the next six to twelve months. Loans and leases may remain in this risk category for six months and then are either upgraded or downgraded upon subsequent evaluation.

Special Mention: Loans and leases in this risk grade are the equivalent of the regulatory definition of “Other Assets Especially Mentioned” classification. Loans and leases in this category possess some credit deficiency or potential weakness, which requires a high level of management attention. Potential weaknesses include declining trends in operating earnings and cash flows and /or reliance on the secondary source of repayment. If left uncorrected, these potential weaknesses may result in noticeable deterioration of the repayment prospects for the asset or in the Company’s credit position.

Substandard: Loans and leases in this risk grade are inadequately protected by the borrower’s current financial condition and payment capability or of the collateral pledged, if any. Loans and leases so classified have a well-defined weakness or weaknesses that jeopardize the orderly repayment of debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans and leases in this risk grade have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or orderly repayment in full, on the basis of current existing facts, conditions and values, highly questionable and improbable. Possibility of loss is extremely high, but because of certain important and reasonably specific factors that may work to the advantage and strengthening of the exposure, its classification as an estimated loss is deferred until its more exact status may be determined.

Uncollectible: Loans and leases in this risk grade are considered to be non-collectible and of such little value that their continuance as bankable assets is not warranted. This does not mean the loan or lease has absolutely no recovery value, but rather it is neither practical nor desirable to defer writing off the loan or lease, even though partial recovery may be obtained in the future. Charge-offs against the allowance for credit losses are taken in the period in which the loan or lease becomes uncollectible. Consequently, the Company typically does not maintain a recorded investment in loans or leases within this category.

The Company evaluates the loan risk grading system definitions and allowance for credit loss methodology on an ongoing basis.

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The following tables outline the amount of each loan and lease classification and the amount categorized into each risk rating based on year of origination as of June 30, 2025, and December 31, 2024 (in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | June 30, 2025
​ | Loans Amortized Cost Basis by Origination Year | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Revolving | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Loans | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Revolving | ​ | Converted | ​ | ​ | ​
​ | 2025 | ​ | 2024 | ​ | 2023 | ​ | 2022 | ​ | 2021 | ​ | Prior | ​ | Loans | ​ | to Term | ​ | Total
Commercial real estate - non-owner occupied | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | $ | 81,768 | ​ | $ | 220,918 | ​ | $ | 145,375 | ​ | $ | 274,267 | ​ | $ | 195,838 | ​ | $ | 156,910 | ​ | $ | 6,835 | ​ | $ | - | ​ | $ | 1,081,911
Watch | ​ | 1,199 | ​ | ​ | 90 | ​ | ​ | 1,634 | ​ | ​ | 7,740 | ​ | ​ | 16,287 | ​ | ​ | 4,225 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 31,175
Special mention | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Substandard | ​ | - | ​ | ​ | 442 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 349 | ​ | ​ | 256 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 1,047
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total commercial real estate - non-owner occupied | ​ | 82,967 | ​ | ​ | 221,450 | ​ | ​ | 147,009 | ​ | ​ | 282,007 | ​ | ​ | 212,474 | ​ | ​ | 161,391 | ​ | ​ | 6,835 | ​ | ​ | - | ​ | ​ | 1,114,133
YTD gross charge-offs | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial real estate - owner occupied | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | 98,302 | ​ | ​ | 150,101 | ​ | ​ | 121,199 | ​ | ​ | 286,059 | ​ | ​ | 148,170 | ​ | ​ | 128,970 | ​ | ​ | 12,567 | ​ | ​ | 51 | ​ | ​ | 945,419
Watch | ​ | 885 | ​ | ​ | 3,113 | ​ | ​ | 3,058 | ​ | ​ | 1,150 | ​ | ​ | - | ​ | ​ | 656 | ​ | ​ | 748 | ​ | ​ | - | ​ | ​ | 9,610
Special mention | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Substandard | ​ | 309 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 3,275 | ​ | ​ | 376 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 3,960
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total commercial real estate - owner occupied | ​ | 99,496 | ​ | ​ | 153,214 | ​ | ​ | 124,257 | ​ | ​ | 287,209 | ​ | ​ | 151,445 | ​ | ​ | 130,002 | ​ | ​ | 13,315 | ​ | ​ | 51 | ​ | ​ | 958,989
YTD gross charge-offs | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Consumer real estate | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | 74,790 | ​ | ​ | 153,387 | ​ | ​ | 100,995 | ​ | ​ | 157,195 | ​ | ​ | 76,456 | ​ | ​ | 92,913 | ​ | ​ | 142,119 | ​ | ​ | 656 | ​ | ​ | 798,511
Watch | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 107 | ​ | ​ | 671 | ​ | ​ | 1,205 | ​ | ​ | - | ​ | ​ | 1,983
Special mention | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 49 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 49
Substandard | ​ | - | ​ | ​ | 173 | ​ | ​ | 13 | ​ | ​ | 60 | ​ | ​ | 176 | ​ | ​ | 1,948 | ​ | ​ | 357 | ​ | ​ | - | ​ | ​ | 2,727
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total consumer real estate | ​ | 74,790 | ​ | ​ | 153,560 | ​ | ​ | 101,008 | ​ | ​ | 157,255 | ​ | ​ | 76,739 | ​ | ​ | 95,581 | ​ | ​ | 143,681 | ​ | ​ | 656 | ​ | ​ | 803,270
YTD gross charge-offs | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Construction and land development | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | 101,899 | ​ | ​ | 223,305 | ​ | ​ | 23,506 | ​ | ​ | 15,138 | ​ | ​ | 6,522 | ​ | ​ | 9,624 | ​ | ​ | 6,592 | ​ | ​ | 3,678 | ​ | ​ | 390,264
Watch | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 50 | ​ | ​ | 362 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 412
Special mention | ​ | - | ​ | ​ | 452 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 452
Substandard | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 27 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 27
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total construction and land development | ​ | 101,899 | ​ | ​ | 223,757 | ​ | ​ | 23,506 | ​ | ​ | 15,188 | ​ | ​ | 6,911 | ​ | ​ | 9,624 | ​ | ​ | 6,592 | ​ | ​ | 3,678 | ​ | ​ | 391,155
YTD gross charge-offs | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial and industrial | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | 76,531 | ​ | ​ | 112,575 | ​ | ​ | 104,365 | ​ | ​ | 116,558 | ​ | ​ | 38,583 | ​ | ​ | 40,025 | ​ | ​ | 264,013 | ​ | ​ | 377 | ​ | ​ | 753,027
Watch | ​ | - | ​ | ​ | 932 | ​ | ​ | 98 | ​ | ​ | 99 | ​ | ​ | 123 | ​ | ​ | - | ​ | ​ | 22,141 | ​ | ​ | - | ​ | ​ | 23,393
Special mention | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Substandard | ​ | 20 | ​ | ​ | 8 | ​ | ​ | 31 | ​ | ​ | 455 | ​ | ​ | 1,520 | ​ | ​ | 175 | ​ | ​ | 125 | ​ | ​ | - | ​ | ​ | 2,334
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total commercial and industrial | ​ | 76,551 | ​ | ​ | 113,515 | ​ | ​ | 104,494 | ​ | ​ | 117,112 | ​ | ​ | 40,226 | ​ | ​ | 40,200 | ​ | ​ | 286,279 | ​ | ​ | 377 | ​ | ​ | 778,754
YTD gross charge-offs | ​ | - | ​ | ​ | - | ​ | ​ | (42) | ​ | ​ | (77) | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | (119)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Leases | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | 12,940 | ​ | ​ | 20,625 | ​ | ​ | 13,502 | ​ | ​ | 12,603 | ​ | ​ | 2,114 | ​ | ​ | 711 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 62,495
Watch | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Special mention | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Substandard | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total leases | ​ | 12,940 | ​ | ​ | 20,625 | ​ | ​ | 13,502 | ​ | ​ | 12,603 | ​ | ​ | 2,114 | ​ | ​ | 711 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 62,495
YTD gross charge-offs | ​ | - | ​ | ​ | (166) | ​ | ​ | (171) | ​ | ​ | (3) | ​ | ​ | - | ​ | ​ | (9) | ​ | ​ | - | ​ | ​ | - | ​ | ​ | (349)

​

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17

Table of Contents

SMARTFINANCIAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | June 30, 2025
​ | Loans Amortized Cost Basis by Origination Year | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Revolving | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Loans | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Revolving | ​ | Converted | ​ | ​ | ​
​ | 2025 | ​ | 2024 | ​ | 2023 | ​ | 2022 | ​ | 2021 | ​ | Prior | ​ | Loans | ​ | to Term | ​ | Total
Consumer and other | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | 3,434 | ​ | ​ | 2,559 | ​ | ​ | 1,120 | ​ | ​ | 767 | ​ | ​ | 292 | ​ | ​ | 432 | ​ | ​ | 6,654 | ​ | ​ | - | ​ | ​ | 15,258
Watch | ​ | - | ​ | ​ | 5 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 5
Special mention | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Substandard | ​ | - | ​ | ​ | 2 | ​ | ​ | - | ​ | ​ | 1 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 3
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total consumer and other | ​ | 3,434 | ​ | ​ | 2,566 | ​ | ​ | 1,120 | ​ | ​ | 768 | ​ | ​ | 292 | ​ | ​ | 432 | ​ | ​ | 6,654 | ​ | ​ | - | ​ | ​ | 15,266
YTD gross charge-offs | ​ | (10) | ​ | ​ | (42) | ​ | ​ | (25) | ​ | ​ | (9) | ​ | ​ | (9) | ​ | ​ | (38) | ​ | ​ | - | ​ | ​ | - | ​ | ​ | (133)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total loans | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | 449,664 | ​ | ​ | 883,470 | ​ | ​ | 510,062 | ​ | ​ | 862,587 | ​ | ​ | 467,975 | ​ | ​ | 429,585 | ​ | ​ | 438,780 | ​ | ​ | 4,762 | ​ | ​ | 4,046,885
Watch | ​ | 2,084 | ​ | ​ | 4,140 | ​ | ​ | 4,790 | ​ | ​ | 9,039 | ​ | ​ | 16,879 | ​ | ​ | 5,552 | ​ | ​ | 24,094 | ​ | ​ | - | ​ | ​ | 66,578
Special mention | ​ | - | ​ | ​ | 452 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 49 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 501
Substandard | ​ | 329 | ​ | ​ | 625 | ​ | ​ | 44 | ​ | ​ | 516 | ​ | ​ | 5,347 | ​ | ​ | 2,755 | ​ | ​ | 482 | ​ | ​ | - | ​ | ​ | 10,098
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total loans | $ | 452,077 | ​ | $ | 888,687 | ​ | $ | 514,896 | ​ | $ | 872,142 | ​ | $ | 490,201 | ​ | $ | 437,941 | ​ | $ | 463,356 | ​ | $ | 4,762 | ​ | $ | 4,124,062
Total YTD gross charge-offs | $ | (10) | ​ | $ | (208) | ​ | $ | (238) | ​ | $ | (89) | ​ | $ | (9) | ​ | $ | (47) | ​ | $ | - | ​ | $ | - | ​ | $ | (601)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | December 31, 2024
​ | Loans Amortized Cost Basis by Origination Year | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Revolving | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Loans | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Revolving | ​ | Converted | ​ | ​ | ​
​ | 2024 | ​ | 2023 | ​ | 2022 | ​ | 2021 | ​ | 2020 | ​ | Prior | ​ | Loans | ​ | to Term | ​ | Total
Commercial real estate - non-owner occupied | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | $ | 241,022 | ​ | $ | 118,055 | ​ | $ | 286,728 | ​ | $ | 228,554 | ​ | $ | 85,754 | ​ | $ | 97,319 | ​ | $ | 8,295 | ​ | $ | 696 | ​ | $ | 1,066,423
Watch | ​ | - | ​ | ​ | 1,637 | ​ | ​ | 6,769 | ​ | ​ | 278 | ​ | ​ | - | ​ | ​ | 4,275 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 12,959
Special mention | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Substandard | ​ | 470 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 301 | ​ | ​ | 251 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 1,022
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total commercial real estate - non-owner occupied | ​ | 241,492 | ​ | ​ | 119,692 | ​ | ​ | 293,497 | ​ | ​ | 228,832 | ​ | ​ | 86,055 | ​ | ​ | 101,845 | ​ | ​ | 8,295 | ​ | ​ | 696 | ​ | ​ | 1,080,404
YTD gross charge-offs | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial real estate - owner occupied | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | 145,848 | ​ | ​ | 118,233 | ​ | ​ | 275,328 | ​ | ​ | 155,119 | ​ | ​ | 62,755 | ​ | ​ | 78,934 | ​ | ​ | 12,368 | ​ | ​ | 198 | ​ | ​ | 848,783
Watch | ​ | 1,451 | ​ | ​ | 2,814 | ​ | ​ | 2,398 | ​ | ​ | 1,251 | ​ | ​ | 1,676 | ​ | ​ | 364 | ​ | ​ | 744 | ​ | ​ | - | ​ | ​ | 10,698
Special mention | ​ | 3,147 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 3,147
Substandard | ​ | - | ​ | ​ | 332 | ​ | ​ | - | ​ | ​ | 3,303 | ​ | ​ | 305 | ​ | ​ | 365 | ​ | ​ | 745 | ​ | ​ | - | ​ | ​ | 5,050
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | ​ | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total commercial real estate - owner occupied | ​ | 150,446 | ​ | ​ | 121,379 | ​ | ​ | 277,726 | ​ | ​ | 159,673 | ​ | ​ | 64,736 | ​ | ​ | 79,663 | ​ | ​ | 13,857 | ​ | ​ | 198 | ​ | ​ | 867,678
YTD gross charge-offs | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Consumer real estate | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | 151,786 | ​ | ​ | 105,416 | ​ | ​ | 154,956 | ​ | ​ | 82,463 | ​ | ​ | 47,122 | ​ | ​ | 61,844 | ​ | ​ | 131,267 | ​ | ​ | 2,099 | ​ | ​ | 736,953
Watch | ​ | - | ​ | ​ | 81 | ​ | ​ | - | ​ | ​ | 109 | ​ | ​ | 258 | ​ | ​ | 420 | ​ | ​ | 1,241 | ​ | ​ | - | ​ | ​ | 2,109
Special mention | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 50 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 50
Substandard | ​ | 184 | ​ | ​ | - | ​ | ​ | 61 | ​ | ​ | 311 | ​ | ​ | - | ​ | ​ | 1,854 | ​ | ​ | 314 | ​ | ​ | - | ​ | ​ | 2,724
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total consumer real estate | ​ | 151,970 | ​ | ​ | 105,497 | ​ | ​ | 155,017 | ​ | ​ | 82,883 | ​ | ​ | 47,380 | ​ | ​ | 64,168 | ​ | ​ | 132,822 | ​ | ​ | 2,099 | ​ | ​ | 741,836
YTD gross charge-offs | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Construction and land development | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | 199,160 | ​ | ​ | 74,200 | ​ | ​ | 51,438 | ​ | ​ | 6,146 | ​ | ​ | 2,168 | ​ | ​ | 9,562 | ​ | ​ | 12,392 | ​ | ​ | 89 | ​ | ​ | 355,155
Watch | ​ | 2,477 | ​ | ​ | - | ​ | ​ | 105 | ​ | ​ | 3,015 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 5,597
Special mention | ​ | 515 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 515
Substandard | ​ | 262 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 68 | ​ | ​ | - | ​ | ​ | 138 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 468
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total construction and land development | ​ | 202,414 | ​ | ​ | 74,200 | ​ | ​ | 51,543 | ​ | ​ | 9,229 | ​ | ​ | 2,168 | ​ | ​ | 9,700 | ​ | ​ | 12,392 | ​ | ​ | 89 | ​ | ​ | 361,735
YTD gross charge-offs | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | (441) | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | (441)

​

​

18

Table of Contents

SMARTFINANCIAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | December 31, 2024
​ | Loans Amortized Cost Basis by Origination Year | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Revolving | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Loans | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Revolving | ​ | Converted | ​ | ​ | ​
​ | 2024 | ​ | 2023 | ​ | 2022 | ​ | 2021 | ​ | 2020 | ​ | Prior | ​ | Loans | ​ | to Term | ​ | Total
Commercial and industrial | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | 130,898 | ​ | ​ | 128,646 | ​ | ​ | 133,782 | ​ | ​ | 43,299 | ​ | ​ | 17,716 | ​ | ​ | 26,933 | ​ | ​ | 282,695 | ​ | ​ | 3,239 | ​ | ​ | 767,208
Watch | ​ | 103 | ​ | ​ | 107 | ​ | ​ | 119 | ​ | ​ | 2,807 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 2,865 | ​ | ​ | 14 | ​ | ​ | 6,015
Special mention | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Substandard | ​ | - | ​ | ​ | 40 | ​ | ​ | 455 | ​ | ​ | 1,657 | ​ | ​ | 129 | ​ | ​ | 46 | ​ | ​ | 9 | ​ | ​ | 61 | ​ | ​ | 2,397
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total commercial and industrial | ​ | 131,001 | ​ | ​ | 128,793 | ​ | ​ | 134,356 | ​ | ​ | 47,763 | ​ | ​ | 17,845 | ​ | ​ | 26,979 | ​ | ​ | 285,569 | ​ | ​ | 3,314 | ​ | ​ | 775,620
YTD gross charge-offs | ​ | - | ​ | ​ | (618) | ​ | ​ | (235) | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | (29) | ​ | ​ | (46) | ​ | ​ | (928)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Leases | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | 25,371 | ​ | ​ | 18,285 | ​ | ​ | 16,299 | ​ | ​ | 3,601 | ​ | ​ | 1,019 | ​ | ​ | 303 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 64,878
Watch | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Special mention | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Substandard | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total leases | ​ | 25,371 | ​ | ​ | 18,285 | ​ | ​ | 16,299 | ​ | ​ | 3,601 | ​ | ​ | 1,019 | ​ | ​ | 303 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 64,878
YTD gross charge-offs | ​ | (74) | ​ | ​ | (619) | ​ | ​ | (589) | ​ | ​ | (1) | ​ | ​ | (1) | ​ | ​ | (28) | ​ | ​ | - | ​ | ​ | - | ​ | ​ | (1,312)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Consumer and other | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | 4,385 | ​ | ​ | 1,932 | ​ | ​ | 922 | ​ | ​ | 387 | ​ | ​ | 284 | ​ | ​ | 238 | ​ | ​ | 6,024 | ​ | ​ | - | ​ | ​ | 14,172
Watch | ​ | 4 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 4
Special mention | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Substandard | ​ | 11 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 2 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 13
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total consumer and other | ​ | 4,400 | ​ | ​ | 1,932 | ​ | ​ | 922 | ​ | ​ | 387 | ​ | ​ | 284 | ​ | ​ | 240 | ​ | ​ | 6,024 | ​ | ​ | - | ​ | ​ | 14,189
YTD gross charge-offs | ​ | (24) | ​ | ​ | (84) | ​ | ​ | (61) | ​ | ​ | (37) | ​ | ​ | (53) | ​ | ​ | (77) | ​ | ​ | - | ​ | ​ | - | ​ | ​ | (336)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total loans | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pass | ​ | 898,470 | ​ | ​ | 564,767 | ​ | ​ | 919,453 | ​ | ​ | 519,569 | ​ | ​ | 216,818 | ​ | ​ | 275,133 | ​ | ​ | 453,041 | ​ | ​ | 6,321 | ​ | ​ | 3,853,572
Watch | ​ | 4,035 | ​ | ​ | 4,639 | ​ | ​ | 9,391 | ​ | ​ | 7,460 | ​ | ​ | 1,934 | ​ | ​ | 5,059 | ​ | ​ | 4,850 | ​ | ​ | 14 | ​ | ​ | 37,382
Special mention | ​ | 3,662 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 50 | ​ | ​ | - | ​ | ​ | - | ​ | ​ | 3,712
Substandard | ​ | 927 | ​ | ​ | 372 | ​ | ​ | 516 | ​ | ​ | 5,339 | ​ | ​ | 735 | ​ | ​ | 2,656 | ​ | ​ | 1,068 | ​ | ​ | 61 | ​ | ​ | 11,674
Doubtful | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | - | ​ | ​ | -
Total loans | $ | 907,094 | ​ | $ | 569,778 | ​ | $ | 929,360 | ​ | $ | 532,368 | ​ | $ | 219,487 | ​ | $ | 282,898 | ​ | $ | 458,959 | ​ | $ | 6,396 | ​ | $ | 3,906,340
Total YTD gross charge-offs | $ | (98) | ​ | $ | (1,321) | ​ | $ | (885) | ​ | $ | (38) | ​ | $ | (495) | ​ | $ | (105) | ​ | $ | (29) | ​ | $ | (46) | ​ | $ | (3,017)

​

​

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SMARTFINANCIAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

Past Due Loans and Leases:

A loan or lease is considered past due if any required principal and interest payments have not been received as of the date such payments were required to be made under the terms of the loan or lease agreement. Generally, management places a loan or lease on nonaccrual when there is a clear indicator that the borrower’s cash flow may not be sufficient to meet payments as they become due, which is generally when a loan or lease is 90 days past due.

The following tables present an aging analysis of our loan and lease portfolio (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2025 | ​
​ |  | ​ |  | ​ |  | 90 Days |  | ​ |  | ​ | ​ | ​ | ​ |
​ |  | 30-59 Days |  | 60-89 Days |  | or More |  | Total |  | Loans Not | ​ | Total |
​ |  | Past Due |  | Past Due |  | Past Due | ​ | Past Due | ​ | Past Due | ​ | Loans | ​
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | — | ​ | $ | 469 | ​ | $ | — | ​ | $ | 469 | ​ | $ | 1,113,664 | ​ | $ | 1,114,133 | ​
Owner occupied | ​ | ​ | 1,443 | ​ | ​ | — | ​ | ​ | 572 | ​ | ​ | 2,015 | ​ |  | 956,974 | ​ | ​ | 958,989 | ​
Consumer real estate | ​ |  | 501 | ​ |  | 486 | ​ |  | 516 | ​ |  | 1,503 | ​ |  | 801,767 | ​ | ​ | 803,270 | ​
Construction and land development | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 391,155 | ​ | ​ | 391,155 | ​
Commercial and industrial | ​ |  | 781 | ​ |  | 172 | ​ |  | 898 | ​ |  | 1,851 | ​ |  | 776,903 | ​ | ​ | 778,754 | ​
Leases | ​ | ​ | 1,051 | ​ | ​ | 607 | ​ | ​ | 3,537 | ​ | ​ | 5,195 | ​ | ​ | 57,300 | ​ | ​ | 62,495 | ​
Consumer and other | ​ |  | 135 | ​ |  | 6 | ​ |  | 32 | ​ |  | 173 | ​ |  | 15,093 | ​ | ​ | 15,266 | ​
Total | ​ | $ | 3,911 | ​ | $ | 1,740 | ​ | $ | 5,555 | ​ | $ | 11,206 | ​ | $ | 4,112,856 | ​ | $ | 4,124,062 | ​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2024 | ​
​ |  | ​ |  | ​ |  | 90 Days |  | ​ |  | ​ | ​ | ​ | ​ | ​ |
​ |  | 30-59 Days |  | 60-89 Days |  | or More |  | Total |  | Loans Not | ​ | Total |
​ |  | Past Due |  | Past Due |  | Past Due | ​ | Past Due | ​ | Past Due | ​ | Loans | ​
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | 378 | ​ | $ | — | ​ | $ | 263 | ​ | $ | 641 | ​ | $ | 1,079,763 | ​ | ​ | 1,080,404 | ​
Owner occupied | ​ | ​ | 731 | ​ | ​ | 47 | ​ | ​ | 539 | ​ | ​ | 1,317 | ​ |  | 866,361 | ​ | ​ | 867,678 | ​
Consumer real estate | ​ |  | 2,258 | ​ |  | 826 | ​ |  | 764 | ​ |  | 3,848 | ​ |  | 737,988 | ​ | ​ | 741,836 | ​
Construction and land development | ​ |  | 523 | ​ |  | — | ​ |  | — | ​ |  | 523 | ​ |  | 361,212 | ​ | ​ | 361,735 | ​
Commercial and industrial | ​ |  | 1,417 | ​ |  | 367 | ​ |  | 1,636 | ​ |  | 3,420 | ​ |  | 772,200 | ​ | ​ | 775,620 | ​
Leases | ​ | ​ | 1,645 | ​ | ​ | — | ​ | ​ | 2,118 | ​ | ​ | 3,763 | ​ | ​ | 61,115 | ​ | ​ | 64,878 | ​
Consumer and other | ​ |  | 96 | ​ |  | 24 | ​ |  | 18 | ​ |  | 138 | ​ |  | 14,051 | ​ | ​ | 14,189 | ​
Total | ​ | $ | 7,048 | ​ | $ | 1,264 | ​ | $ | 5,338 | ​ | $ | 13,650 | ​ | $ | 3,892,690 | ​ | $ | 3,906,340 | ​

​

The table below presents the amortized cost basis of loans on nonaccrual status and loans past due 90 or more days and still accruing interest at June 30, 2025 and December 31, 2024. Also presented is the balance of loans on nonaccrual status at June 30, 2025 and December 31, 2024, for which there was no related allowance for credit losses is recorded (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2025 | ​ | December 31, 2024
​ |  | Total |  | Nonaccrual |  | Loans Past Due |  | Total |  | Nonaccrual |  | Loans Past Due
​ |  | Nonaccrual |  | With No Allowance |  | Over 90 Days | ​ | Nonaccrual | ​ | With No Allowance | ​ | Over 90 Days
​ |  | Loans |  | for Credit Losses |  | Still Accruing | ​ | Loans | ​ | for Credit Losses | ​ | Still Accruing
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | 572 | ​ | $ | — | ​ | $ | — | ​ | $ | 514 | ​ | $ | 263 | ​ | $ | —
Owner occupied | ​ | ​ | 915 | ​ | ​ | 572 | ​ | ​ | — | ​ | ​ | 906 | ​ | ​ | 539 | ​ | ​ | —
Consumer real estate | ​ |  | 1,233 | ​ |  | 175 | ​ |  | — | ​ |  | 1,995 | ​ | ​ | 752 | ​ |  | —
Construction and land development | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 39 | ​ | ​ | — | ​ |  | —
Commercial and industrial | ​ |  | 2,612 | ​ |  | — | ​ |  | — | ​ |  | 1,820 | ​ | ​ | — | ​ |  | 144
Leases | ​ | ​ | 2,556 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 2,433 | ​ | ​ | — | ​ | ​ | —
Consumer and other | ​ |  | 1 | ​ |  | — | ​ |  | 32 | ​ |  | 2 | ​ | ​ | — | ​ |  | 18
Total | ​ | $ | 7,889 | ​ | $ | 747 | ​ | $ | 32 | ​ | $ | 7,709 | ​ | $ | 1,554 | ​ | $ | 162

​

​

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

The following table presents the amortized cost basis of collateral-dependent loans, which are individually evaluated to determine expected credit losses (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2025
​ |  | Real Estate |  | Other |  | Total
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | 442 | ​ | $ | — | ​ | $ | 442
Owner occupied | ​ | ​ | 3,577 | ​ | ​ | — | ​ | ​ | 3,577
Consumer real estate | ​ |  | 1,019 | ​ |  | — | ​ |  | 1,019
Construction and land development | ​ |  | — | ​ |  | — | ​ |  | —
Commercial and industrial | ​ |  | — | ​ |  | 2,149 | ​ |  | 2,149
Leases | ​ | ​ | — | ​ | ​ | 528 | ​ | ​ | 528
Consumer and other | ​ |  | — | ​ |  | — | ​ |  | —
Total | ​ | $ | 5,038 | ​ | $ | 2,677 | ​ | $ | 7,715
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2024
​ |  | Real Estate |  | Other |  | Total
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | 733 | ​ | $ | — | ​ | $ | 733
Owner occupied | ​ | ​ | 4,636 | ​ | ​ | — | ​ | ​ | 4,636
Consumer real estate | ​ |  | 1,139 | ​ |  | — | ​ |  | 1,139
Construction and land development | ​ |  | 262 | ​ |  | — | ​ |  | 262
Commercial and industrial | ​ |  | — | ​ |  | 2,286 | ​ |  | 2,286
Leases | ​ | ​ | — | ​ | ​ | 534 | ​ | ​ | 534
Consumer and other | ​ |  | — | ​ |  | — | ​ |  | —
Total | ​ | $ | 6,770 | ​ | $ | 2,820 | ​ | $ | 9,590

​

​

Loan Modifications to Borrowers Experiencing Financial Difficulty:

The table below shows the amortized cost of loans and leases made to borrowers experiencing financial difficulty that were modified during the three and six months ended June 30, 2025, and 2024, respectively. (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ |  | Payment Delay | ​ | ​ | ​
​ |  | Payment |  | Term |  | and Term | ​ | ​ | ​
Three Months Ended June 30, 2025 | ​ | Delay |  | Extension | ​ | Extension | ​ | Total
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | —
Owner occupied | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Consumer real estate | ​ |  | — | ​ |  | 58 | ​ |  | — | ​ | ​ | 58
Construction and land development | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | —
Commercial and industrial | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | —
Leases | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Consumer and other | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | —
Total | ​ | $ | — | ​ | $ | 58 | ​ | $ | — | ​ | $ | 58
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Six Months Ended June 30, 2025 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | —
Owner occupied | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Consumer real estate | ​ |  | — | ​ |  | 58 | ​ |  | — | ​ | ​ | 58
Construction and land development | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | —
Commercial and industrial | ​ |  | — | ​ |  | 20 | ​ |  | — | ​ | ​ | 20
Leases | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Consumer and other | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | —
Total | ​ | $ | — | ​ | $ | 78 | ​ | $ | — | ​ | $ | 78

​

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ |  | Payment Delay | ​ | ​ | ​
​ |  | Payment |  | Term |  | and Term | ​ | ​ | ​
Three Months Ended June 30, 2024 | ​ | Delay |  | Extension | ​ | Extension | ​ | Total
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | —
Owner occupied | ​ | ​ | — | ​ | ​ | 228 | ​ | ​ | — | ​ | ​ | 228
Consumer real estate | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | —
Construction and land development | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | —
Commercial and industrial | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | —
Leases | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Consumer and other | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | —
Total | ​ | $ | — | ​ | $ | 228 | ​ | $ | — | ​ | $ | 228
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Six Months Ended June 30, 2024 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | —
Owner occupied | ​ | ​ | — | ​ | ​ | 428 | ​ | ​ | — | ​ | ​ | 428
Consumer real estate | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | —
Construction and land development | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | —
Commercial and industrial | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | —
Leases | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Consumer and other | ​ |  | — | ​ |  | — | ​ |  | — | ​ | ​ | —
Total | ​ | $ | — | ​ | $ | 428 | ​ | $ | — | ​ | $ | 428

​

The following table summarizes the financial impacts of loan modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2025 and 2024, respectively. (dollars in thousands):

​

​ | ​ | ​ | ​
​ | ​ | Weighted-Average
​ |  | Term
​ |  | Extension
Three Months Ended June 30, 2025 | ​ | (in months)
Commercial real estate: | ​ | ​ | ​
Non-owner occupied | ​ | ​ | —
Owner occupied | ​ | ​ | —
Consumer real estate | ​ |  | 114
Construction and land development | ​ |  | —
Commercial and industrial | ​ |  | —
Leases | ​ | ​ | —
Consumer and other | ​ |  | —
​ | ​ | ​ | ​
​ |  | ​ | ​
Six Months Ended June 30, 2025 | ​ | ​ | ​
Commercial real estate: | ​ | ​ | ​
Non-owner occupied | ​ | ​ | —
Owner occupied | ​ | ​ | —
Consumer real estate | ​ |  | 114
Construction and land development | ​ |  | —
Commercial and industrial | ​ |  | 36
Leases | ​ | ​ | —
Consumer and other | ​ |  | —

​

​

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

​

​ | ​ | ​ | ​
​ | ​ | Weighted-Average
​ |  | Term
​ |  | Extension
Three Months Ended June 30, 2024 | ​ | (in months)
Commercial real estate: | ​ | ​ | ​
Non-owner occupied | ​ | ​ | —
Owner occupied | ​ | ​ | 64
Consumer real estate | ​ |  | —
Construction and land development | ​ |  | —
Commercial and industrial | ​ |  | —
Leases | ​ | ​ | —
Consumer and other | ​ |  | —
​ | ​ | ​ | ​
​ |  | ​ | ​
Six Months Ended June 30, 2024 | ​ | ​ | ​
Commercial real estate: | ​ | ​ | ​
Non-owner occupied | ​ | ​ | —
Owner occupied | ​ | ​ | 35
Consumer real estate | ​ |  | —
Construction and land development | ​ |  | —
Commercial and industrial | ​ |  | —
Leases | ​ | ​ | —
Consumer and other | ​ |  | —

​

No loan modifications made to borrowers experiencing financial difficulty in the past twelve months defaulted during the three and six months ended June 30, 2025, and 2024, respectively.

​

The table below shows an age analysis of loans and leases made to borrowers experiencing financial difficulty that were modified in the last twelve months, (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2025
​ |  | ​ |  | ​ |  | 90 Days |  | ​ |  | ​ | ​
​ |  | ​ |  | 30-89 Days |  | or More |  | ​ |  | ​
​ |  | Current |  | Past Due |  | Past Due | ​ | Nonaccrual | ​ | Total
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | —
Owner occupied | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Consumer real estate | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 135 | ​ |  | 135
Construction and land development | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Commercial and industrial | ​ |  | 10 | ​ |  | — | ​ |  | — | ​ |  | 27 | ​ |  | 37
Leases | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Consumer and other | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | —
Total | ​ | $ | 10 | ​ | $ | — | ​ | $ | — | ​ | $ | 162 | ​ | $ | 172

​

Foreclosure Proceedings and Balances:

As of June 30, 2025, there was no residential real estate property secured by real estate included in other real estate owned and there were no residential real estate loans in the process of foreclosure.

​

​

Note 5. Goodwill and Intangible Assets

In accordance with FASB ASC No. 2021-03, “Goodwill and Other (Topic 350),” regarding testing goodwill for impairment provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company performs its annual goodwill impairment test as of December 31 of each year, or more frequently if conditions warrant it. There were no conditions present to test goodwill at June 30, 2025.

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The Company’s other intangible assets consist of core deposit intangibles and customer relationship intangibles. They are initially recognized based on a valuation performed as of the consummation date. The core deposit intangible is amortized over the average remaining life of the acquired customer deposits, the insurance agency customer relationships are amortized over 14 years and the leasing company’s client list is amortized over 8 years.

The carrying amount of goodwill at June 30, 2025, and December 31, 2024, was $96.1 million.

​

Other intangible assets as of the dates indicated is summarized below (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Core Deposit |  | Customer Relationships |  | ​ |
Amortized other intangible assets: | ​ | Intangibles | ​ | Intangibles | ​ | Total | ​
June 30, 2025: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Beginning balance January 1, 2025, gross | ​ | $ | 17,470 | ​ | $ | 5,670 | ​ | $ | 23,140 | ​
Less: accumulated amortization | ​ | ​ | (12,252) | ​ | ​ | (3,445) | ​ | ​ | (15,697) | ​
Balance, June 30, 2025, other intangible assets, net | ​ | $ | 5,218 | ​ | $ | 2,225 | ​ | $ | 7,443 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2024: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Beginning balance January 1, 2024, gross | ​ | $ | 17,470 | ​ | $ | 5,670 | ​ | $ | 23,140 | ​
Less: accumulated amortization | ​ | ​ | (11,435) | ​ | ​ | (3,127) | ​ | ​ | (14,562) | ​
Balance, December 31, 2024, other intangible assets, net | ​ | $ | 6,035 | ​ | $ | 2,543 | ​ | $ | 8,578 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

The aggregate amortization expense for other intangible assets for the three and six months ended June 30, 2025, was $566 thousand and $1.1 million, respectively, and for the three and six months ended June 30, 2024, was $608 thousand and $1.2 million, respectively.

As of June 30, 2025, the estimated aggregate amortization expense for future periods for intangibles is as follows (in thousands):

​

​ | ​ | ​ | ​
Remainder of 2025 |  | $ | 1,120
2026 | ​ |  | 2,086
2027 | ​ |  | 1,904
2028 | ​ |  | 1,139
2029 | ​ | ​ | 669
Thereafter | ​ |  | 525
Total | ​ | $ | 7,443

​

​

Note 6. Borrowings, Line of Credit and Subordinated Debt

Borrowings:

At June 30, 2025, total borrowings were $7.0 million compared to $8.1 million at December 31, 2024. Borrowings consist of the following (in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31,
​ | ​ | 2025 | ​ | 2024
Securities sold under customer repurchase agreements |  | $ | 2,966 | ​ | $ | 4,135
Other borrowings | ​ | ​ | 4,000 | ​ | ​ | 4,000
Total |  | $ | 6,966 | ​ | $ | 8,135

​

Securities Sold Under Agreements to Repurchase:

Securities sold under repurchase agreements, which are secured borrowings, generally mature within one to four days from the transaction date. Securities sold under repurchase agreements are reflected at the amount of cash received in connection

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​

with the transaction. The Company may be required to provide additional collateral based on the fair value of the underlying securities. The Company monitors the fair value of the underlying securities on a daily basis.

The Company had securities sold under agreements to repurchase with commercial checking customers which were secured by government agency securities. The carrying value of investment securities pledged as collateral under repurchase agreements was $6.2 million and $6.5 million at June 30, 2025 and December 31, 2024, respectively. The average balance of repurchase agreements during the six-month period ended June 30, 2025, and 2024 was $4.0 million and $5.1 million, respectively. The maximum month-end outstanding balance for the six-month period ended June 30, 2025, and 2024 was $4.5 million and $5.8 million, respectively.

Other Borrowings:

The Company has a revolving line of credit for an aggregate amount of $35 million. The maturity of the line of credit is May 1, 2027. At June 30, 2025, and December 31, 2024, $4.0 million was outstanding under the line of credit.

Subordinated Debt:

On September 28, 2018, the Company issued $40 million of 5.625% fixed-to-floating rate subordinated notes (the "Notes"), which were outstanding as of June 30, 2025 and December 31, 2024. Unamortized debt issuance cost was $274 thousand and $316 thousand at June 30, 2025 and December 31, 2024, respectively.

The Notes initially bore interest at a rate of 5.625% per annum from and including September 28, 2018, to but excluding October 2, 2023, with interest during this period payable semi-annually in arrears. As of October 2, 2023, to but excluding the maturity date or early redemption date, the interest rate has, with the sunset of the London Inter-bank Offered Rate, reset quarterly to an annual floating rate equal to three-month Chicago Mercantile Exchange published term Secured Overnight Financing Rate (“SOFR”), plus 281.161 basis points, with interest during this period payable quarterly in arrears. The Notes are redeemable by the Company, in whole or in part, on or after October 2, 2023, and at any time, in whole but not in part, upon the occurrence of certain events. The Notes have been structured to qualify initially as Tier 2 capital for the Company for regulatory capital purposes.

​

The Notes’ unamortized debt issuance costs totaled $274 thousand at June 30, 2025 and will be amortized through the Notes’ maturity date. Amortization expense totaled $21 thousand and $42 thousand for the three and six months ended June 30, 2025, and 2024, respectively.

​

Note 7. Employee Benefit Plans

401(k) Plan:

The Company provides a deferred salary reduction plan (“Plan”) under Section 401(k) of the Internal Revenue Code covering substantially all employees. After 90 days of service, the Company matches 100% of employee contributions up to 3% of compensation and 50% of employee contributions on the next 2% of compensation. The Company’s contribution to the Plan for the three and six month periods ending June 30, 2025, was $467 thousand and $1.0 million, respectively. The Company’s contribution to the Plan for the three and six months ended June 30, 2024, was $455 thousand and $955 thousand, respectively.

Equity Incentive Plans:

The Compensation Committee of the Company’s board of directors may grant or award eligible participants stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock-based awards or any combination of awards (collectively referred to herein as "Rights"). At June 30, 2025, the Company had one active equity incentive plan available for future grants, the Omnibus Incentive Plan, which was approved on May 22, 2025, and has 1,690,000 Rights available for future grants or awards.

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​

The Company’s 2015 Stock Incentive Plan expired on March 23, 2025, and has 5,945 Rights issued.

Stock Options:

A summary of the status of stock option plans is presented in the following table:

​

​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted
​ | ​ | ​ | ​ | Average
​ | ​ | ​ | ​ | Exercisable
​ | ​ | Number | ​ | Price
Outstanding at December 31, 2024 |  | 10,148 | ​ | $ | 15.05
Granted |  | — | ​ |  | —
Exercised |  | (4,203) | ​ |  | 15.05
Forfeited |  | — | ​ |  | —
Outstanding at June 30, 2025 |  | 5,945 | ​ | $ | 15.05

​

Information pertaining to stock options outstanding at June 30, 2025, is as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Options Outstanding | ​ | Options Exercisable
​ | ​ |  | ​ |  | Weighted- |  | ​ | ​ |  | ​ |  | ​ | ​
​ | ​ | ​ | ​ | ​ | Average | ​ | Weighted- | ​ | ​ | ​ | Weighted-
​ | ​ | ​ | ​ | ​ | Remaining | ​ | Average | ​ | ​ | ​ | Average
Exercise | ​ | Number | ​ | Contractual | ​ | Exercise | ​ | Number | ​ | Exercise
Prices | ​ | Outstanding | ​ | Life | ​ | Price | ​ | Exercisable | ​ | Price
$ | 15.05 |  | 5,945 |  | 0.25 years | ​ | $ | 15.05 |  | 5,945 | ​ | $ | 15.05
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Outstanding, end of period |  | 5,945 |  | 0.25 years | ​ | $ | 15.05 | ​ | 5,945 | ​ | $ | 15.05

​

The Company did not recognize any stock option-based compensation expense during the three and six months ended June 30, 2025, and 2024, respectively, as all stock options issued are fully vested, and no future compensation cost will be recognized related to nonvested stock-based compensation arrangements granted under the Plan.

​

No stock options were exercised during the three months ended June 30, 2025. Stock options of 4,203 shares were exercised during the six month period ended June 30, 2025. No stock options were exercised during the three months ended June 30, 2024. Stock options of 4,500 shares were exercised during the six month period ended June 30, 2024. The income tax benefit recognized for the exercise of options during the six months ended June 30, 2025, and 2024, was a benefit of $3 and $14 thousand, respectively.

No stock options were exercised during the three months ended June 30, 2025, and 2024. The intrinsic value of options exercised during the six months ended June 30, 2025, and 2024, was $77 thousand and $54 thousand, respectively. The aggregate intrinsic value of total options outstanding and exercisable options at June 30, 2025, was $111 thousand. Cash received from options exercised under all share-based payment arrangements for the six months ended June 30, 2025, was $63 thousand.

​

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Restricted Stock Awards:

A summary of the activity of the Company’s unvested restricted stock awards for the period ended June 30, 2025, is presented below:

​

​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted
​ | ​ | ​ | ​ | Average
​ | ​ | ​ | ​ | Grant-Date
​ | ​ | Number | ​ | Fair Value
Outstanding at December 31, 2024 |  | 195,859 | ​ | $ | 23.02
Granted |  | 97,408 | ​ |  | 35.19
Vested |  | (53,996) | ​ |  | 22.09
Forfeited/expired |  | (1,287) | ​ |  | 24.55
Outstanding at June 30, 2025 |  | 237,984 | ​ | $ | 28.21

​

The Company measures the fair value of restricted stock awards based on the price of the Company’s common stock on the grant date, and compensation expense is recorded over the vesting period. The compensation expense for restricted stock awards during the three and six months ended June 30, 2025, was $473 thousand and $1.2 million, respectively, and was $376 thousand and $894 thousand, during the three and six months ended June 30, 2024, respectively. As of June 30, 2025, there was $3.8 million of unrecognized compensation cost related to non-vested restricted stock awards granted under the plan. The cost is expected to be recognized over a weighted average period of 2.61 years. The grant-date fair value of restricted stock awards vested was $1.2 million for the six months ended June 30, 2025.

​

Stock Appreciation Rights (“SARs”):

At June 30, 2025, there are no outstanding SARs.

​

There was no SARs compensation expense for the three and six months ended June 30, 2025, and $22 thousand and ($34) thousand for the three and six months ended June 30, 2024. The credit adjustment for the six month ended June 30, 2024, was due to adjustments related to the fair value evaluation of SARs.

​

​

Note 8. Commitments and Contingent Liabilities

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing and depository needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized on the balance sheet. The majority of all commitments to extend credit are variable rate instruments while the standby letters of credit are primarily fixed rate instruments. The Company’s exposure to credit loss is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments.

A summary of the Company’s total contractual amount for all off-balance sheet commitments are as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31,
​ | ​ | 2025 | ​ | 2024
Commitments to extend credit |  | $ | 957,162 | ​ | $ | 828,755
Standby letters of credit | ​ |  | 19,487 | ​ |  | 23,246

​

At June 30, 2025, and December 31, 2024, the allowance for credit losses for these off-balance sheet commitments was $3.3 million and $2.5 million, respectively. The provision expense (credit) related to the allowance for off-balance sheet commitments during the three and six months ended June 30, 2025, was $664 thousand and $800 thousand, respectively,

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and was ($13) thousand and ($375) thousand, respectively, during the three and six months ended June 30, 2024, respectively.

Commitments to extend credit are agreements to lend to a customer as 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. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate, and income-producing commercial properties.

Standby letters of credit issued by the Company are conditional commitments to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Collateral held varies and is required in instances which the Company deems necessary. At June 30, 2025 and December 31, 2024, the carrying amount of liabilities related to the Company’s obligation to perform under standby letters of credit was insignificant.

The Company is subject in the normal course of business to various pending and threatened legal proceedings in which claims for monetary damages are asserted. Management, after consultation with legal counsel, does not anticipate that the aggregate ultimate liability arising out of litigation pending or threatened against the Company will be material to the Company’s consolidated financial position. On an on-going basis, the Company assesses any potential liabilities or contingencies in connection with such legal proceedings. For those matters where it is deemed probable that the Company will incur losses and the amount of the losses can be reasonably estimated, the Company would record an expense and corresponding liability in its consolidated financial statements.

​

Note 9. Fair Value Disclosures

Determination of Fair Value:

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the “Fair Value Measurements and Disclosures” ASC Topic 820, the fair value of a financial instrument is the price 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. Fair value is best determined based upon quoted market prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

ASC Topic 820 provides a consistent definition of fair value, which focuses on exit price in an orderly transaction between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact business at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

Fair Value Hierarchy:

In accordance with this guidance, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

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Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 – Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.

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

The following methodologies were used by the Company in estimating fair value disclosures for financial instruments measured on a recurring basis:

Securities available-for-sale – The fair value of U.S. Treasury, U.S. Government-sponsored enterprises, municipal securities, other debt securities and mortgage-backed securities, is estimated using a third-party pricing service. The third party provider evaluates securities based on comparable investments with trades and market data and will utilize pricing models that use a variety of inputs, such as benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers as needed. These securities are generally classified as Level 2.

Derivative financial instruments and interest rate swap agreements – The fair value for derivative financial instruments and interest rate swap agreements is determined based on market prices, broker-dealer quotations on similar products, or other related input parameters. The derivative financial instruments are generally classified Level 2.

​

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Recurring Measurements of Fair Value:

​

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ |  | Quoted Prices in |  | Significant |  | Significant
​ | ​ | ​ | ​ | ​ | Active Markets | ​ | Other | ​ | Other
​ | ​ | ​ | ​ | ​ | for Identical | ​ | Observable | ​ | Unobservable
​ | ​ | ​ | ​ | ​ | Assets | ​ | Inputs | ​ | Inputs
Description | ​ | Fair Value | ​ | (Level 1) | ​ | (Level 2) | ​ | (Level 3)
June 30, 2025: |  | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Assets: |  | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Securities available-for-sale: |  | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Treasury | ​ | $ | 77,818 | ​ | $ | — | ​ | $ | 77,818 | ​ | $ | —
U.S. Government-sponsored enterprises (GSEs) | ​ | ​ | 34,668 | ​ | ​ | — | ​ | ​ | 34,668 | ​ | ​ | —
Municipal securities | ​ |  | 21,024 | ​ |  | — | ​ |  | 21,024 | ​ |  | —
Other debt securities | ​ |  | 38,915 | ​ |  | — | ​ |  | 38,915 | ​ |  | —
Mortgage-backed securities (GSEs) | ​ |  | 329,725 | ​ |  | — | ​ |  | 329,725 | ​ |  | —
Total securities available-for-sale | ​ | ​ | 502,150 | ​ | ​ | — | ​ | ​ | 502,150 | ​ | ​ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Derivative financial instruments and interest rate swap agreements | ​ | ​ | 13,528 | ​ | ​ | — | ​ | ​ | 13,528 | ​ | ​ | —
Total assets at fair value | ​ | $ | 515,678 | ​ | $ | — | ​ | $ | 515,678 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Derivative financial instruments and interest rate swap agreements | ​ | $ | 13,881 | ​ | $ | — | ​ | $ | 13,881 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2024: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Assets: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Securities available-for-sale: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
U.S. Treasury | ​ | $ | 76,226 | ​ | $ | — | ​ | $ | 76,226 | ​ | $ | —
U.S. Government-sponsored enterprises (GSEs) | ​ | ​ | 39,188 | ​ | ​ | — | ​ | ​ | 39,188 | ​ | ​ | —
Municipal securities | ​ |  | 17,690 | ​ |  | — | ​ |  | 17,690 | ​ |  | —
Other debt securities | ​ |  | 39,435 | ​ |  | — | ​ |  | 39,435 | ​ |  | —
Mortgage-backed securities (GSEs) | ​ |  | 309,789 | ​ |  | — | ​ |  | 309,789 | ​ |  | —
Total securities available-for-sale | ​ | ​ | 482,328 | ​ | ​ | — | ​ | ​ | 482,328 | ​ | ​ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Derivative financial instruments and interest rate swap agreements | ​ | ​ | 12,135 | ​ | ​ | — | ​ | ​ | 12,135 | ​ | ​ | —
Total assets at fair value | ​ | $ | 494,463 | ​ | $ | — | ​ | $ | 494,463 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Derivative financial instruments and interest rate swap agreements | ​ | $ | 13,198 | ​ | $ | — | ​ | $ | 13,198 | ​ | $ | —

​

During the six months ending June 30, 2025, and twelve months ended December 31, 2024, there were no transfers between Level 1 and Level 2 or into or out of Level 3 in the fair value hierarchy.

​

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Assets Measured at Fair Value on a Nonrecurring Basis:

​

Under certain circumstances management adjusts fair value for assets and liabilities although they are not measured at fair value on an ongoing basis. The following tables present the financial instruments carried on the consolidated balance sheets by caption and by level in the fair value hierarchy, for which a nonrecurring change in fair value has been recorded (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ |  | Quoted Prices in |  | Significant |  | Significant
​ | ​ | ​ | ​ | ​ | Active Markets | ​ | Other | ​ | Other
​ | ​ | ​ | ​ | ​ | for Identical | ​ | Observable | ​ | Unobservable
​ | ​ | ​ | ​ | ​ | Assets | ​ | Inputs | ​ | Inputs
​ | ​ | Fair Value | ​ | (Level 1) | ​ | (Level 2) | ​ | (Level 3)
June 30, 2025: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Collateral-dependent loans | ​ | $ | 1,281 | ​ | $ | — | ​ | $ | — | ​ | $ | 1,281
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2024: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Collateral-dependent loans | ​ | $ | 1,813 | ​ | $ | — | ​ | $ | — | ​ | $ | 1,813

​

​

For Level 3 assets measured at fair value on a non-recurring basis, the significant unobservable inputs used in the fair value measurements are presented below (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ |  | ​ |  | ​ |  | Weighted | ​
​ | ​ | ​ | ​ | ​ | Valuation | ​ | Significant Other | ​ | Average of | ​
​ | ​ | Fair Value | ​ | Technique | ​ | Unobservable Input | ​ | Input | ​
June 30, 2025: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Collateral-dependent loans | ​ | $ | 1,281 |  | Appraisal |  | Appraisal discounts |  | 75 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2024: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Collateral-dependent loans | ​ | $ | 1,813 |  | Appraisal |  | Appraisal discounts |  | 68 | %

​

Collateral-dependent loans: A collateral-dependent loan is measured based on the fair value of the collateral securing these loans, less selling costs. Collateral-dependent loans are classified within Level 3 of the fair value hierarchy. Collateral may be real estate and/or business assets including equipment, inventory, and/or accounts receivable. The Company determines the value of the collateral based on independent appraisals performed by qualified licensed appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Appraised values are discounted for costs to sell and may be discounted further based on management’s historical knowledge, changes in market conditions from the date of the most recent appraisal, and/or management’s expertise and knowledge of the customer and the customer’s business. Such discounts by management are subjective and are typically significant unobservable inputs for determining fair value. Collateral-dependent loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors discussed above. The amount of valuation allowance on all collateral-dependent loans was $3.9 million as of June 30, 2025, and December 31, 2024, respectively.

Other real estate owned: Other real estate owned, consisting of properties obtained through foreclosure or in satisfaction of loans, are initially recorded at fair value less estimated costs to sell upon transfer of the loans to other real estate. Subsequently, other real estate is carried at the lower of carrying value or fair value less costs to sell. Fair values are generally based on third-party appraisals of the property and are classified within Level 3 of the fair value hierarchy. The appraisals are sometimes further discounted based on management’s historical knowledge, and/or changes in market conditions from the date of the most recent appraisal, and/or management’s expertise and knowledge of the customer and the customer’s business. Such discounts are typically significant unobservable inputs for determining fair value. In cases

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where the carrying amount exceeds the fair value, less estimated costs to sell, the difference is recognized in noninterest expense.

Carrying value and estimated fair value:

The carrying amount and estimated fair value of the Company’s financial instruments are as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fair Value Measurements Using
​ |  | Carrying |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | Estimated
​ | ​ | Amount | ​ | Level 1 | ​ | Level 2 | ​ | Level 3 | ​ | Fair Value
June 30, 2025: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Assets: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Cash and cash equivalents | ​ | $ | 365,096 |  | $ | 365,096 |  | $ | — |  | $ | — | ​ | $ | 365,096
Securities available-for-sale | ​ |  | 502,150 |  | ​ | — |  | ​ | 502,150 |  | ​ | — | ​ |  | 502,150
Securities held-to-maturity | ​ | ​ | 124,520 | ​ | ​ | — | ​ | ​ | 108,134 | ​ | ​ | — | ​ | ​ | 108,134
Other investments | ​ |  | 14,713 |  | ​ | N/A |  | ​ | N/A |  | ​ | N/A | ​ |  | N/A
Loans and leases, net and loans held for sale | ​ |  | 4,089,770 |  | ​ | — |  | ​ | — |  | ​ | 4,003,963 | ​ |  | 4,003,963
Derivative financial instruments and interest rate swap agreements | ​ | ​ | 13,528 | ​ | ​ | — | ​ | ​ | 13,528 | ​ | ​ | — | ​ | ​ | 13,528
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  | ​ |  |
Noninterest-bearing demand deposits | ​ |  | 906,965 |  | ​ | — |  | ​ | 906,965 |  | ​ | — | ​ |  | 906,965
Interest-bearing demand deposits | ​ |  | 843,820 |  | ​ | — |  | ​ | 843,820 |  | ​ | — | ​ |  | 843,820
Money market and savings deposits | ​ |  | 2,124,623 |  | ​ | — |  | ​ | 2,124,623 |  | ​ | — | ​ |  | 2,124,623
Time deposits | ​ |  | 996,712 |  | ​ | — |  | ​ | 996,945 |  | ​ | — | ​ |  | 996,945
Borrowings | ​ | ​ | 6,966 | ​ | ​ | — | ​ | ​ | 6,966 | ​ | ​ | — | ​ | ​ | 6,966
Subordinated debt | ​ |  | 39,726 |  | ​ | — |  | ​ | — |  | ​ | 38,090 | ​ |  | 38,090
Derivative financial instruments and interest rate swap agreements | ​ |  | 13,881 |  | ​ | — |  | ​ | 13,881 |  | ​ | — | ​ |  | 13,881
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2024: |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
Assets: |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Cash and cash equivalents | ​ | $ | 387,570 |  | $ | 387,570 |  | $ | — |  | $ | — | ​ | $ | 387,570
Securities available-for-sale | ​ |  | 482,328 |  | ​ | — |  | ​ | 482,328 |  | ​ | — | ​ |  | 482,328
Securities held-to-maturity | ​ | ​ | 126,659 | ​ | ​ | — | ​ | ​ | 108,080 | ​ | ​ | ​ | ​ | ​ | 108,080
Other investments | ​ |  | 14,740 |  | ​ | N/A |  | ​ | N/A |  | ​ | N/A | ​ |  | N/A
Loans and leases, net and loans held for sale | ​ |  | 3,874,913 |  | ​ | — |  | ​ | — |  | ​ | 3,768,452 | ​ |  | 3,768,452
Derivative financial instruments and interest rate swap agreements | ​ | ​ | 12,135 | ​ | ​ | — | ​ | ​ | 12,135 | ​ | ​ | — | ​ | ​ | 12,135
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities: | ​ |  | ​ |  | ​ |  |  | ​ |  |  | ​ |  | ​ |  |
Noninterest-bearing demand deposits | ​ |  | 965,552 |  | ​ | — |  | ​ | 965,552 |  | ​ | — | ​ |  | 965,552
Interest-bearing demand deposits | ​ |  | 836,731 |  | ​ | — |  | ​ | 836,731 |  | ​ | — | ​ |  | 836,731
Money market and savings deposits | ​ |  | 2,039,560 |  | ​ | — |  | ​ | 2,039,560 |  | ​ | — | ​ |  | 2,039,560
Time deposits | ​ |  | 844,640 |  | ​ | — |  | ​ | 844,694 |  | ​ | — | ​ |  | 844,694
Borrowings | ​ | ​ | 8,135 | ​ | ​ | — | ​ | ​ | 8,135 | ​ | ​ | — | ​ | ​ | 8,135
Subordinated debt | ​ |  | 39,684 |  | ​ | — |  | ​ | — |  | ​ | 38,043 | ​ |  | 38,043
Derivative financial instruments and interest rate swap agreements | ​ |  | 13,198 |  | ​ | — |  | ​ | 13,198 |  | ​ | — | ​ |  | 13,198

​

Limitations:

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

​

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Note 10.Derivatives Financial Instruments

Derivatives designated as fair value hedges:

Financial derivatives are reported at fair value in other assets or other liabilities. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative net investment hedge instrument as well as the offsetting gain or loss on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item. The Company utilizes interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of certain fixed rate securities designated as available-for-sale. The hedging strategy converts the fixed interest rates to SOFR-based variable interest rates. These derivatives are designated as partial term hedges covering specified periods of time prior to the maturity date of the hedged securities. The Company adopted ASU 2017-12, “Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities” in 2018, which allows such partial term hedge designations.

​

A summary of the Company’s fair value hedge relationships for the periods presented are as follows (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted |  | ​ |  | ​ |  | ​ | ​ |  | ​ |
​ | ​ | ​ | ​ | Average | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
​ | ​ | Balance | ​ | Remaining | ​ | Weighted | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
​ | ​ | Sheet | ​ | Maturity | ​ | Average | ​ | Receive | ​ | Notional | ​ | Estimated
Asset/Liability derivatives | ​ | Location | ​ | (In Years) | ​ | Pay Rate | ​ | Rate | ​ | Amount | ​ | Fair Value
June 30, 2025: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swap agreements - securities | ​ | Other liabilities |  | 1.20 |  | 4.31 | % | SOFR | ​ | $ | 51,507 |  | $ | (394)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​
December 31, 2024: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swap agreements - securities |  | Other liabilities |  | 1.70 |  | 4.31 | % | SOFR | ​ | $ | 51,507 |  | $ | (224)

​

​

The effects of the Company’s fair value hedge relationships reported in interest income on taxable securities on the consolidated income statement were as follows (in thousands):

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
​ |  | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024
Interest income on taxable securities |  | $ | 4,846 | ​ | $ | 5,177 | ​ | $ | 9,620 | ​ | $ | 9,620
Effects of fair value hedge relationships | ​ |  | 2 | ​ |  | 143 | ​ |  | 3 | ​ |  | 249
Reported interest income on taxable securities | ​ | $ | 4,848 | ​ | $ | 5,320 | ​ | $ | 9,623 | ​ | $ | 9,869

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
Gain (loss) on fair value hedging relationship |  | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024
Interest rate swap agreements - securities: |  |  |  | ​ | ​ |  | ​ |  |  | ​ | ​ |
Hedged items |  | $ | (14) | ​ | $ | 123 | ​ | $ | (394) | ​ | $ | 114
Derivative designated as hedging instruments | ​ | ​ | 14 | ​ | ​ | (123) | ​ | ​ | 394 | ​ | ​ | (114)
Carry amount of hedged assets - mortgage-backed securities | ​ | ​ | 48,617 | ​ | ​ | 47,132 | ​ | ​ | 48,617 | ​ | ​ | 47,132

​

​

Derivatives Designated as Cash Flow Hedges:

​

The Company enters into interest rate derivative contracts on assets and liabilities that are designated as qualifying cash flow hedges. The Company hedges the exposure to variability in expected future cash flows attributable to changes in contractual specified interest rates. To qualify for hedge accounting, a formal assessment is prepared to determine whether

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​

the hedging relationship, both at inception and on an ongoing basis, is expected to be highly effective in offsetting cash flows attributable to the hedged risk. At inception, a statistical regression analysis is prepared to determine hedge effectiveness. At each reporting period thereafter, a statistical regression or qualitative analysis is performed. If it is determined that hedge effectiveness has not been or will not continue to be highly effective, then hedge accounting ceases and any gain or loss in accumulated other comprehensive income (“AOCI”) is recognized in earnings immediately. The cash flow hedges are recorded at fair value in other assets and liabilities on the consolidated balance sheets with changes in fair value recorded in AOCI, net of tax, see – Consolidated Statements of Comprehensive Income (Loss). Amounts recorded to AOCI are reclassified into earnings in the same period in which the hedged asset or liability affects earnings and are presented in the same income statement line item as the earnings effect of the hedged asset or liability, as future interest payments are made on the underlying assets. At June 30, 2025, the Company estimates that there will not be any reclassifications into interest income or interest expense over the next 12 months.

​

At June 30, 2025 and December 31, 2024, cash flow hedges are as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2025 | ​ | December 31, 2024
​ | ​ | Balance Sheet | ​ | Notional | ​ | Estimated | ​ | Balance Sheet | ​ | Notional | ​ | Estimated
​ | ​ | Location | ​ | Amount | ​ | Fair Value | ​ | Location | ​ | Amount | ​ | Fair Value
Cash flow hedges: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Assets | ​ | Other assets | ​ | $ | 100,000 | ​ | $ | 41 | ​ | Other assets | ​ | $ | - | ​ | $ | -
Assets | ​ | Other liabilities | ​ | ​ | - | ​ | ​ | - | ​ | Other liabilities | ​ | ​ | 100,000 | ​ | ​ | (559)
Liabilities | ​ | Other assets | ​ | ​ | 25,000 | ​ | ​ | - | ​ | Other assets | ​ | ​ | - | ​ | ​ | -
Liabilities | ​ | Other liabilities | ​ | ​ | - | ​ | ​ | - | ​ | Other liabilities | ​ | ​ | 150,000 | ​ | ​ | (280)

​

The following table presents the effect of fair value and cash flow hedge accounting on AOCI (in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Derivatives in cash flow hedging relationships: | ​ | ​ | Amount of Gain (Loss) Recognized on OCI on Derivative | ​ | Location of Gain or (Loss) Recognized from AOCI into Income | ​ | ​ | Amount of Gain or (Loss) Reclassified from AOCI into Income
Three Months Ended June 30, 2025 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swaps - Assets | ​ | $ | 213 | ​ | Interest income | ​ | $ | (14)
Interest rate swaps - Liabilities | ​ | ​ | 79 | ​ | Interest expense | ​ | ​ | (74)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Three Months Ended June 30, 2024 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swaps - Assets | ​ | $ | (80) | ​ | Interest income | ​ | $ | (202)
Interest rate swaps - Liabilities | ​ | ​ | 102 | ​ | Interest expense | ​ | ​ | 254
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Six Months Ended June 30, 2025 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swaps - Assets | ​ | $ | 600 | ​ | Interest income | ​ | $ | (2)
Interest rate swaps - Liabilities | ​ | ​ | 280 | ​ | Interest expense | ​ | ​ | (237)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Six Months Ended June 30, 2024 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swaps - Assets | ​ | $ | (1,201) | ​ | Interest income | ​ | $ | (406)
Interest rate swaps - Liabilities | ​ | ​ | 309 | ​ | Interest expense | ​ | ​ | 496

​

​

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The following table presents the effect of fair value and cash flow hedge accounting on the income statement (in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
​ |  | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024
Total interest income |  | $ | 69,467 | ​ | $ | 61,487 | ​ | $ | 135,832 | ​ | $ | 121,473
Effects of cash flow hedge relationships | ​ |  | (14) | ​ |  | (202) | ​ |  | (2) | ​ |  | (406)
Reported total interest income | ​ | $ | 69,453 | ​ | $ | 61,285 | ​ | $ | 135,830 | ​ | $ | 121,067
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total interest expense |  | $ | 29,036 | ​ | $ | 28,725 | ​ | $ | 57,011 | ​ | $ | 57,028
Effects of cash flow hedge relationships | ​ |  | 74 | ​ |  | (254) | ​ |  | 237 | ​ |  | (496)
Reported total interest expense | ​ | $ | 29,110 | ​ | $ | 28,471 | ​ | $ | 57,248 | ​ | $ | 56,532

​

Non-hedged derivatives:

​

The Company provides a loan hedging program to certain loan customers. Through this program, the Company originates a variable rate loan with the customer. The Company and the customer will then enter into a fixed interest rate swap. Lastly, an identical offsetting swap is entered into by the Company with a dealer bank. These “back-to-back” swap arrangements are intended to offset each other and allow the Company to book a variable rate loan, while providing the customer with a contract for fixed interest payments. In these arrangements, the Company’s net cash flow is equal to the interest income received from the variable rate loan originated with the customer. These customer swaps are not designated as hedging instruments and are recorded at fair value in other assets and other liabilities. Since the income statement impact of the offsetting positions is limited, any changes in fair value are recognized as other noninterest income in the current period.

​

At June 30, 2025, and December 31, 2024, interest rate swaps related to the Company’s loan hedging program that were outstanding are presented in the following table (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, 2025 | ​ | December 31, 2024
​ | ​ | ​ | Notional | ​ | ​ | Estimated | ​ | ​ | Notional | ​ | ​ | Estimated
​ | ​ | ​ | Amount | ​ | ​ | Fair Value | ​ | ​ | Amount | ​ | ​ | Fair Value
Interest rate swap agreements: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Assets | ​ | $ | 484,139 | ​ | $ | 13,487 | ​ | $ | 393,268 | ​ | $ | 12,135
Liabilities | ​ | ​ | 484,139 | ​ | ​ | (13,487) | ​ | ​ | 393,268 | ​ | ​ | (12,135)

​

The Company establishes limits and monitors exposures for customer swap positions. Any fees received to enter the swap agreements at inception are recognized in earnings when received and is included in noninterest income. Such fees were as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
​ |  | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024
Interest rate swap agreements |  | $ | 542 | ​ | $ | 163 | ​ | $ | 998 | ​ | $ | 275

​

Collateral requirements:

​

These derivative rate contracts have collateral requirements, both at inception of the trade and as the value of each derivative position changes. At June 30, 2025, and December 31, 2024, collateral totaling $150 thousand was pledged to the derivative counterparties to comply with collateral requirements.

​

​

​

Note 11. Leases

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company follows the guidance of ASU Topic 842.

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Substantially all the leases in which the Company is the lessee are comprised of real estate for branches and office space and all of our leases are classified as operating leases. Operating lease agreements are required to be recognized on the consolidated balance sheet as a right-of-use (“ROU”) asset and a corresponding lease liability.

The lease agreements have maturity dates ranging from July 2025 to May 2044, some of which include options for multiple five-year extensions. The weighted average remaining life of the lease term and weighted average discount rate for these leases was 10.12 years and 3.55% at June 30, 2025, and 10.41 years 3.53% at December 31, 2024.

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

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Balance Sheet |  | June 30, | ​ | December 31,
​ | ​ | Location | ​ | 2025 | ​ | 2024
Assets: |  |  |  | ​ |  | ​ | ​ |
Operating lease right-of-use assets |  | Other assets | ​ | $ | 11,820 | ​ | $ | 11,951
Liabilities: |  |  | ​ |  | ​ | ​ |  |
Operating lease liabilities |  | Other liabilities | ​ | $ | 12,451 | ​ | $ | 12,472

​

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value of the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If, at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term.

The following table represents lease costs and other lease information. As the Company elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
​ |  | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024
Lease costs: |  | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
Operating lease costs | ​ | $ | 467 | ​ | $ | 468 | ​ | $ | 948 | ​ | $ | 919
Variable lease costs | ​ |  | 20 | ​ |  | 26 | ​ |  | 36 | ​ |  | 56
Sublease income | ​ | ​ | (41) | ​ | ​ | — | ​ | ​ | (65) | ​ | ​ | —
Net lease cost | ​ | $ | 446 | ​ | $ | 494 | ​ | $ | 919 | ​ | $ | 975
Other information: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Cash paid for amounts included in the measurement of lease liabilities: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Operating cash flows from operating leases | ​ | $ | 452 | ​ | $ | 439 | ​ | $ | 837 | ​ | $ | 860

​

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Future minimum payments for operating leases with initial or remaining terms of one year or more as of June 30, 2025, were as follows (in thousands):

​

​ | ​ | ​ | ​
​ |  | Amounts
Remainder of 2025 |  | $ | 939
2026 | ​ |  | 1,769
2027 | ​ |  | 1,528
2028 | ​ |  | 1,509
2029 | ​ |  | 1,448
Thereafter | ​ |  | 8,041
Total future minimum lease payments | ​ |  | 15,234
Amounts representing interest | ​ |  | (2,783)
Present value of net future minimum lease payments | ​ | $ | 12,451

​

​

Note 12. Regulatory Matters

Regulatory Capital Requirements:

The final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (“Basel III Rules”) became effective January 1, 2015. In order to avoid restrictions on capital distributions and discretionary bonus payments to executives, under the Basel III Rules, a covered banking organization is also required to maintain a “capital conservation buffer” in addition to its minimum risk-based capital requirements. This buffer is required to consist solely of common equity Tier 1 (“CET1”), and the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital). As of January 1, 2019, an additional amount of Tier 1 common equity equal to 2.5% of risk-weighted assets is required for compliance with the capital conservation buffer. The ratios for the Company and the Bank are currently sufficient to satisfy the fully phased-in conservation buffer. At June 30, 2025, the Company and the Bank exceeded the minimum regulatory requirements and exceeded the threshold for the “well capitalized” regulatory classification.

​

In December 2018, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), Office of the Comptroller of the Currency, and Federal Deposit Insurance Corporation (“FDIC”) issued a final rule revising regulatory capital rules in anticipation of the adoption of ASU 2016-13, Financial Instruments—Credit Losses Measurement of Credit Losses on Financial Instruments (Topic 326), that provided an option to phase in over a three-year period on a straight line basis the day-one impact of the adoption on earnings and tier one capital. The Company adopted ASU 2016-13 on January 1, 2023, and has chosen the three-year phase in option.

​

Regulatory Restrictions on Dividends:

Pursuant to Tennessee banking law, the Bank may not, without the prior consent of the Commissioner of the Tennessee Department of Financial Institutions (the “TDFI”), pay any dividends to the Company in a calendar year in excess of the total of the Bank’s retained net income for that year plus the retained net income for the preceding two years. Because this test involves a measure of net income, any charge on the Bank’s income statement, such as an impairment of goodwill, could impair the Bank’s ability to pay dividends to the Company. Under Tennessee corporate law, the Company is not permitted to pay dividends if, after giving effect to such payment, it would not be able to pay its debts as they become due in the usual course of business, or its total assets would be less than the sum of its total liabilities plus any amounts needed to satisfy any preferential rights if it were dissolving. In addition, in deciding whether to declare a dividend of any particular size, the Company’s board of directors must consider its and the Bank’s current and prospective capital, liquidity, and other needs. In addition to state law limitations on the Company’s ability to pay dividends, the Federal Reserve imposes limitations on the Company’s ability to pay dividends. Federal Reserve regulations limit dividends, stock repurchases and discretionary bonuses to executive officers if the Company’s regulatory capital is below the level of regulatory minimums plus the applicable capital conservation buffer.

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During the six months ended June 30, 2025, the Bank paid $3.0 million in dividends to the Company, and the Company has paid a quarterly common stock dividend of $0.08 per share. The amount and timing of all future dividend payments by the Company, if any, is subject to discretion of the Company’s board of directors and will depend on the Company’s earnings, capital position, financial condition and other factors, including new regulatory capital requirements, as they become known to the Company.

Regulatory Capital Levels:

Actual and required capital levels at June 30, 2025, and December 31, 2024 are presented below (dollars in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Minimum to be | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | well | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | capitalized under | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Minimum for | ​ | prompt | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | capital | ​ | corrective action | ​
​ | ​ | ​ | Actual | ​ | adequacy purposes | ​ | provisions1 | ​
​ |  | Amount |  | Ratio |  | Amount |  | Ratio |  | Amount |  | Ratio | ​
June 30, 2025 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
SmartFinancial: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total Capital (to Risk Weighted Assets) | ​ | $ | 495,344 |  | 11.04 | % | $ | 359,042 |  | 8.00 | % | ​ | N/A |  | N/A | ​
Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 433,782 |  | 9.67 | % |  | 269,281 |  | 6.00 | % | ​ | N/A |  | N/A | ​
Common Equity Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 433,782 |  | 9.67 | % |  | 201,961 |  | 4.50 | % | ​ | N/A |  | N/A | ​
Tier 1 Capital (to Average Assets)2 | ​ |  | 433,782 |  | 8.25 | % |  | 210,421 |  | 4.00 | % | ​ | N/A |  | N/A | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
SmartBank: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total Capital (to Risk Weighted Assets) | ​ | $ | 504,645 |  | 11.25 | % | $ | 358,702 |  | 8.00 | % | $ | 448,377 |  | 10.00 | %
Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 466,919 |  | 10.41 | % |  | 269,026 |  | 6.00 | % |  | 358,702 |  | 8.00 | %
Common Equity Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 466,919 |  | 10.41 | % |  | 201,770 |  | 4.50 | % |  | 291,445 |  | 6.50 | %
Tier 1 Capital (to Average Assets)2 | ​ |  | 466,919 |  | 8.88 | % |  | 210,261 |  | 4.00 | % |  | 262,827 |  | 5.00 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2024 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
SmartFinancial: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total Capital (to Risk Weighted Assets) | ​ | $ | 470,635 |  | 11.10 | % | $ | 339,044 |  | 8.00 | % |  | N/A |  | N/A | ​
Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 413,616 |  | 9.76 | % |  | 254,283 |  | 6.00 | % |  | N/A |  | N/A | ​
Common Equity Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 413,616 |  | 9.76 | % |  | 190,712 |  | 4.50 | % |  | N/A |  | N/A | ​
Tier 1 Capital (to Average Assets) | ​ |  | 413,616 |  | 8.29 | % |  | 199,585 |  | 4.00 | % |  | N/A |  | N/A | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
SmartBank: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total Capital (to Risk Weighted Assets) | ​ | $ | 478,368 |  | 11.30 | % | $ | 338,774 |  | 8.00 | % | $ | 423,467 |  | 10.00 | %
Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 445,159 |  | 10.51 | % |  | 254,080 |  | 6.00 | % |  | 338,774 |  | 8.00 | %
Common Equity Tier 1 Capital (to Risk Weighted Assets) | ​ |  | 445,159 |  | 10.51 | % |  | 190,560 |  | 4.50 | % |  | 275,253 |  | 6.50 | %
Tier 1 Capital (to Average Assets) | ​ |  | 445,159 |  | 8.94 | % |  | 199,214 |  | 4.00 | % |  | 249,017 |  | 5.00 | %

1The prompt corrective action provisions are applicable at the Bank level only.

2Average assets for the above calculations were based on the most recent quarter.

​

​

​

​

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Note 13. Other Comprehensive Income (Loss)

The changes in each component of accumulated other comprehensive income (loss), presented net of tax, were as follows (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended June 30, 2025
​ |  | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | Accumulated
​ | ​ | Securities | ​ | Securities | ​ | Fair Value | ​ | ​ | ​ | Other
​ | ​ | Available-for- | ​ | Transferred to | ​ | Municipal | ​ | Cash Flow | ​ | Comprehensive
​ |  | Sale |  | Held-to-Maturity |  | Security Hedges |  | Hedges |  | Income (Loss)
Beginning balance, March 31, 2025 |  | $ | (18,669) | ​ | $ | (512) | ​ | $ | (282) | ​ | $ | (184) | ​ | $ | (19,647)
​ | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other comprehensive income (loss) | ​ |  | 2,142 | ​ | ​ | — | ​ |  | (9) | ​ | ​ | 150 | ​ |  | 2,283
Amounts reclassified from other comprehensive income | ​ |  | 3 | ​ | ​ | 23 | ​ |  | (1) | ​ | ​ | 65 | ​ |  | 90
Net other comprehensive income (loss) during period | ​ |  | 2,145 | ​ | ​ | 23 | ​ |  | (10) | ​ |  | 215 | ​ |  | 2,373
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Ending balance, June 30, 2025 | ​ | $ | (16,524) | ​ | $ | (489) | ​ | $ | (292) | ​ | $ | 31 | ​ | $ | (17,274)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended June 30, 2024
​ |  | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | Accumulated
​ | ​ | Securities | ​ | Securities | ​ | Fair Value | ​ | ​ | ​ | Other
​ | ​ | Available-for- | ​ | Transferred to | ​ | Municipal | ​ | Cash Flow | ​ | Comprehensive
​ |  | Sale |  | Held-to-Maturity |  | Security Hedges |  | Hedges |  | Income (Loss)
Beginning balance, March 31, 2024 | ​ | $ | (26,122) | ​ | $ | (606) | ​ | $ | (6) | ​ | $ | (691) | ​ | $ | (27,425)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other comprehensive income (loss) | ​ |  | 1,482 | ​ | ​ | — | ​ |  | (14) | ​ | ​ | 68 | ​ |  | 1,536
Amounts reclassified from other comprehensive income | ​ |  | — | ​ | ​ | 24 | ​ |  | 105 | ​ | ​ | (38) | ​ |  | 91
Net other comprehensive income (loss) during period | ​ |  | 1,482 | ​ | ​ | 24 | ​ |  | 91 | ​ |  | 30 | ​ |  | 1,627
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Ending balance, June 30, 2024 | ​ | $ | (24,640) | ​ | $ | (582) | ​ | $ | 85 | ​ | $ | (661) | ​ | $ | (25,798)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, 2025
​ |  | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | Accumulated
​ | ​ | Securities | ​ | Securities | ​ | Fair Value | ​ | ​ | ​ | Other
​ | ​ | Available-for- | ​ | Transferred to | ​ | Municipal | ​ | Cash Flow | ​ | Comprehensive
​ |  | Sale |  | Held-to-Maturity |  | Security Hedges |  | Hedges |  | Income (Loss)
Beginning balance, December 31, 2024 |  | $ | (22,350) | ​ | $ | (534) | ​ | $ | (166) | ​ | $ | (621) | ​ | $ | (23,671)
​ | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other comprehensive income (loss) | ​ |  | 5,823 | ​ | ​ | — | ​ |  | (124) | ​ | ​ | 475 | ​ |  | 6,174
Amounts reclassified from other comprehensive income | ​ |  | 3 | ​ | ​ | 45 | ​ |  | (2) | ​ | ​ | 177 | ​ |  | 223
Net other comprehensive income (loss) during period | ​ |  | 5,826 | ​ | ​ | 45 | ​ |  | (126) | ​ |  | 652 | ​ |  | 6,397
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Ending balance, June 30, 2025 | ​ | $ | (16,524) | ​ | $ | (489) | ​ | $ | (292) | ​ | $ | 31 | ​ | $ | (17,274)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, 2024
​ |  | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | Accumulated
​ | ​ | Securities | ​ | Securities | ​ | Fair Value | ​ | ​ | ​ | Other
​ | ​ | Available-for- | ​ | Transferred to | ​ | Municipal | ​ | Cash Flow | ​ | Comprehensive
​ |  | Sale |  | Held-to-Maturity |  | Security Hedges |  | Hedges |  | Income (Loss)
Beginning balance, December 31, 2023 | ​ | $ | (23,818) | ​ | $ | (632) | ​ | $ | (397) | ​ | $ | (1,060) | ​ | $ | (25,907)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other comprehensive income (loss) | ​ |  | (822) | ​ | ​ | — | ​ |  | 298 | ​ | ​ | 466 | ​ |  | (58)
Amounts reclassified from other comprehensive income | ​ |  | — | ​ | ​ | 50 | ​ |  | 184 | ​ | ​ | (67) | ​ |  | 167
Net other comprehensive income (loss) during period | ​ |  | (822) | ​ | ​ | 50 | ​ |  | 482 | ​ |  | 399 | ​ |  | 109
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Ending balance, June 30, 2024 | ​ | $ | (24,640) | ​ | $ | (582) | ​ | $ | 85 | ​ | $ | (661) | ​ | $ | (25,798)
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

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SMARTFINANCIAL, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

​

Note 14. Segment Information

​

The Company, through the Bank, provides a broad range of financial services to individuals and companies through its offices in East and Middle Tennessee, Alabama and Florida. These services include, but are not limited to, primary deposit products are interest-bearing demand deposits, savings and money market deposits, and time deposits. Its primary lending products are commercial, residential, and consumer loans. The Company’s operations are managed, and financial performance is evaluated on an organization-wide basis. Accordingly, the Company’s banking and finance operations are not considered by management to constitute more than one reportable operating segment. This single segment is the General Banking Unit.

The Company’s chief operating decision maker (“CODM”) is the Executive Committee. The CODM includes the senior executive management team including the Chief Executive Officer, Chief Financial Officer, Chief Credit Officer, Chief Accounting Officer, Chief People Officer, Chief Risk Officer, and Chief Banking Officer.

The CODM assesses the performance of the General Banking Unit using a variety of figures, metrics and key performance indicators. However, the CODM primarily utilizes net income and net interest income to make business decisions. The CODM monitors these profitability measures at each meeting, and is regularly featured in various investor presentations, earnings releases, and other internal management reports. These performance and profitability measures influence business decisions and the allocation of resources within the General Banking Unit.

The table below provides information about the General Banking Unit. The most significant expenses to the General Banking Unit are deposit and other borrowing interest expense as well as employee compensation (in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Banking Segment
​ | ​ | Three Months Ended June 30, | ​ | Six Months Ended June 30,
​ | ​ | 2025 | ​ | 2024 | ​ | 2025 | ​ | 2024
Interest income | ​ | $ | 69,453 | ​ | $ | 61,285 | ​ | $ | 135,830 | ​ | $ | 121,067
Interest expense | ​ | ​ | 29,110 | ​ | ​ | 28,471 | ​ | ​ | 57,248 | ​ | ​ | 56,532
Net interest income | ​ | ​ | 40,343 | ​ | ​ | 32,814 | ​ | ​ | 78,582 | ​ | ​ | 64,535
Provision for credit losses | ​ | ​ | 2,411 | ​ | ​ | 883 | ​ | ​ | 3,391 | ​ | ​ | 443
Net interest income after provision for credit losses | ​ | ​ | 37,932 | ​ | ​ | 31,931 | ​ | ​ | 75,191 | ​ | ​ | 64,092
Noninterest income: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Service charges on deposit accounts | ​ | ​ | 1,766 | ​ | ​ | 1,692 | ​ | ​ | 3,502 | ​ | ​ | 3,304
Loss on sale of securities | ​ | ​ | (4) | ​ | ​ | — | ​ | ​ | (4) | ​ | ​ | —
Mortgage banking | ​ | ​ | 633 | ​ | ​ | 348 | ​ | ​ | 1,126 | ​ | ​ | 628
Investment services | ​ | ​ | 1,440 | ​ | ​ | 1,302 | ​ | ​ | 3,209 | ​ | ​ | 2,682
Insurance commissions | ​ | ​ | 1,554 | ​ | ​ | 1,284 | ​ | ​ | 2,967 | ​ | ​ | 2,387
Interchange and debit card transaction fees, net | ​ | ​ | 1,342 | ​ | ​ | 1,343 | ​ | ​ | 2,562 | ​ | ​ | 2,596
Other | ​ | ​ | 2,167 | ​ | ​ | 1,635 | ​ | ​ | 4,133 | ​ | ​ | 4,387
Total noninterest income | ​ | ​ | 8,898 | ​ | ​ | 7,604 | ​ | ​ | 17,495 | ​ | ​ | 15,984
Noninterest expense: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Salaries and employee benefits | ​ | ​ | 19,602 | ​ | ​ | 17,261 | ​ | ​ | 38,836 | ​ | ​ | 33,900
Occupancy and equipment | ​ | ​ | 3,432 | ​ | ​ | 3,324 | ​ | ​ | 6,829 | ​ | ​ | 6,720
FDIC insurance | ​ | ​ | 992 | ​ | ​ | 825 | ​ | ​ | 1,952 | ​ | ​ | 1,740
Other real estate and loan related expense | ​ | ​ | 757 | ​ | ​ | 538 | ​ | ​ | 1,415 | ​ | ​ | 1,123
Advertising and marketing | ​ | ​ | 390 | ​ | ​ | 295 | ​ | ​ | 772 | ​ | ​ | 597
Data processing and technology | ​ | ​ | 2,651 | ​ | ​ | 2,452 | ​ | ​ | 5,309 | ​ | ​ | 4,916
Professional services | ​ | ​ | 1,153 | ​ | ​ | 1,064 | ​ | ​ | 2,521 | ​ | ​ | 1,989
Amortization of intangibles | ​ | ​ | 566 | ​ | ​ | 608 | ​ | ​ | 1,135 | ​ | ​ | 1,220
Other | ​ | ​ | 3,026 | ​ | ​ | 2,834 | ​ | ​ | 6,097 | ​ | ​ | 5,549
Total noninterest expense | ​ | ​ | 32,569 | ​ | ​ | 29,201 | ​ | ​ | 64,866 | ​ | ​ | 57,754
Income before income tax expense | ​ | ​ | 14,261 | ​ | ​ | 10,334 | ​ | ​ | 27,820 | ​ | ​ | 22,322
Income tax expense | ​ | ​ | 2,556 | ​ | ​ | 2,331 | ​ | ​ | 4,861 | ​ | ​ | 4,962
Net income | ​ | $ | 11,705 | ​ | $ | 8,003 | ​ | $ | 22,959 | ​ | $ | 17,360

​

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SmartFinancial, Inc. (the “Company,” “SmartFinancial,” “we,” “our” or “us”) is a bank holding company whose principal activity is the ownership and management of its wholly owned subsidiary, SmartBank (the “Bank”). The Company provides a variety of financial services to individuals and corporate customers through its offices in East and Middle Tennessee, Alabama, and Florida. The Bank’s primary deposit products are noninterest-bearing and interest-bearing demand deposits, savings and money market deposits, and time deposits. Its primary lending products are commercial, residential, and consumer loans.

While we offer a wide range of commercial banking services, we focus on making loans secured primarily by commercial real estate and other types of secured and unsecured commercial loans to small and medium-sized businesses in a number of industries, as well as loans to individuals for a variety of purposes. Our principal sources of funds for loans and investing in securities are deposits and, to a lesser extent, borrowings. We offer a broad range of deposit products, including checking (“NOW”), savings, money market accounts and time deposits. We actively pursue business relationships by utilizing the business contacts of our senior management, other bank officers and our directors, thereby capitalizing on our knowledge of our local market areas.

Forward-Looking Statement

The Company may from time to time make written or oral statements, including statements contained in this Quarterly Report on Form 10-Q (this “report”) and information incorporated by reference herein (including, without limitation, certain statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2), that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on assumptions and estimates and are not guarantees of future performance. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words (and their derivatives), such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast,” and the like, the negatives of such expressions, or the use of the future tense. Statements concerning current conditions may also be forward-looking if they imply a continuation of a current condition. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, financial condition, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to:

| ● | the impact of current and future economic and market conditions generally (including seasonality) and in the financial services industry, nationally and within our primary market areas (particularly Tennessee), including the effects of inflationary pressures, changes in interest rates, tariffs or trade wars (including reduced consumer spending, supply chain issues, and adverse impacts to credit quality), slowdowns in economic growth or recession, and the potential for high unemployment rates, as well as the financial stress on borrowers and changes to customer and client behavior (including the velocity of loan repayment) and credit risk as a result of the foregoing;

| ● | the risks of changes in interest rates on the level and composition of deposits (as well as the cost of, and competition for, deposits), loan demand, liquidity and the values of loan collateral, securities and market fluctuations, and interest rate sensitive assets and liabilities;

| ● | adverse developments in the banking industry and the impact of such developments on customer confidence, liquidity and regulatory responses to these developments (including increases in the cost of our deposit insurance assessments), our ability to effectively manage our liquidity risk and any growth plans and the availability of capital and funding;

| ● | the possibility that our asset quality would decline or that we experience greater loan and lease losses than anticipated;

| ● | the impact of liquidity needs on our results of operations and financial condition;

| ● | competition from financial institutions and other financial service providers;

| ● | the impact of negative developments in the financial industry and U.S. and global capital and credit markets;

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| ● | the impact of recently enacted and future legislation and regulation on our business;

| ● | weakness in the real estate market, including the secondary residential mortgage market, which can affect, among other things, the value of collateral securing mortgage loans, mortgage loan originations and delinquencies, profits on sales of mortgage loans, and the value of mortgage servicing rights;

| ● | risks associated with our growth strategy, including a failure to implement our growth plans or an inability to manage our growth effectively;

| ● | claims and litigation arising from our business activities and from the companies we acquire, which may relate to contractual issues, environmental laws, fiduciary responsibility, and other matters;

| ● | the risks of mergers, acquisitions and divestitures, including our ability to continue to identify acquisition targets, successfully acquire and integrate desirable financial institutions and realize expected revenues and revenue synergies;

| ● | cyber-attacks, computer viruses or other malware that may breach the security of our websites or other systems we operate or rely upon for services to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage our systems and negatively impact our operations and our reputation in the market, including as a result of increased remote working, which may be exacerbated by recent developments in generative artificial intelligence;

| ● | results of examinations by our primary regulators, the TDFI, the Federal Reserve, and other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for credit losses, write-down assets, require us to reimburse customers, change the way we do business, or limit or eliminate certain other banking activities;

| ● | government intervention in the U.S. financial system and the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve, as well as legislative, tax and regulatory changes that impact the money supply and inflation;

| ● | uncertainties surrounding geopolitical events, trade policy, taxation policy, and monetary policy which continue to impact the outlook for future economic growth, including U.S. imposition of tariffs and consideration of responsive actions by these nations or the expansion of import fees and tariffs among a larger group of nations, which is bringing greater ambiguity to the outlook for future economic growth;

| ● | our inability to pay dividends at current levels, or at all, because of inadequate future earnings, impairments to goodwill, regulatory restrictions or limitations, and changes in the composition of qualifying regulatory capital and minimum capital requirements;

| ● | the relatively greater credit risk of commercial real estate loans and construction and land development loans in our loan and lease portfolio;

| ● | unanticipated credit deterioration in our loan and lease portfolio or higher than expected loan and lease losses within one or more segments of our loan and lease portfolio;

| ● | unexpected significant declines in the loan and lease portfolio due to the lack of economic expansion, increased competition, large prepayments, changes in regulatory lending guidance or other factors;

| ● | unanticipated loan and lease delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather, natural disasters, acts of war or terrorism and other external events;

| ● | changes in expected income tax expense or tax rates, including changes resulting from revisions in tax laws, regulations and case law;

| ● | our ability to retain the services of key personnel;

| ● | changes in accounting principles, policies, or guidelines;

| ● | political instability, acts of God, or of war or terrorism, natural disasters, including in the Company’s footprint, health emergencies, epidemics or pandemics, or other catastrophic events that may affect general economic conditions;

| ● | risks related to our corporate responsibility strategies and initiatives, the scope and pace of which could alter our reputation and shareholder, associate, customer and third-party affiliations;

| ● | a deterioration of the credit rating for U.S. long-term sovereign debt, actions that the U.S. government may take to avoid exceeding the debt ceiling, and uncertainties surrounding the debt ceiling and the federal budget;

| ● | the risk that the regulatory environment may not be conducive to or may prohibit the consummation of future mergers and/or business combinations, may increase the length of time and amount of resources required to consummate such transactions, and may reduce the anticipated benefit; and

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| ● | the impact of Tennessee’s anti-takeover statutes and certain of our charter provisions on potential acquisitions of us.

These and other factors that could cause results to differ materially from those described in the forward-looking statements can be found in SmartFinancial’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, in each case filed with or furnished to the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website (www.sec.gov). Undue reliance should not be placed on forward-looking statements. The Company disclaims any obligation to update or revise any forward-looking statements contained in this release, which speak only as of the date hereof, whether as a result of new information, future events, or otherwise.

Critical Accounting Estimates

Our Consolidated Financial Statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and follow general practices within the industries in which we operate. The most significant accounting policies we follow are presented in Note 1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Application of these principles requires us to make estimates, assumptions, and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of the Consolidated Financial Statements. These factors include among other things, whether the policy requires management to make difficult, subjective, and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. The accounting policies which we believe to be most critical in preparing our Consolidated Financial Statements are presented in the section titled “Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There have been no other significant changes in the Company’s application of critical accounting policies since December 31, 2024.

​

Executive Summary

The following is a summary of the Company’s financial highlights and significant events during the second quarter and first six months of 2025:

| ● | Net income totaled $11.7 million, or $0.69 per diluted common share, during the second quarter of 2025 compared to $8.0 million, or $0.48 per diluted common share, for the same period in 2024.

| ● | Net income totaled $23.0 million, or $1.36 per diluted common share, during the first six months of 2025 compared to $17.4 million, or $1.03 per diluted common share, for the same period in 2024.

| ● | Annualized return on average assets for the three months ended June 30, 2025, and 2024 was 0.88% and 0.66%, respectively.

| ● | Annualized return on average assets for the six months ended June 30, 2025, and 2024 was 0.87% and 0.72%, respectively.

| ● | Net organic loans and leases increased year-to-date for 2025, with net loans and leases increasing $215.4 million from December 31, 2024.

| ● | Deposit growth of $185.6 million from December 31, 2024.

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Selected Financial Information

The following is a summary of certain financial information for the three and six month periods ended June 30, 2025 and 2024 and as of June 30, 2025 and December 31, 2024 (dollars in thousands, except per share data):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
​ | ​ | 2025 | ​ | ​ | 2024 | ​ | ​ | Change | ​ | 2025 | ​ | ​ | 2024 | ​ | ​ | Change
Income Statement: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest income | ​ | $ | 69,453 | ​ | ​ | $ | 61,285 | ​ | $ | 8,168 | ​ | $ | 135,830 | ​ | ​ | $ | 121,067 | ​ | $ | 14,763
Interest expense | ​ | ​ | 29,110 | ​ | ​ | ​ | 28,471 | ​ | ​ | 639 | ​ | ​ | 57,248 | ​ | ​ | ​ | 56,532 | ​ | ​ | 716
Net interest income | ​ | ​ | 40,343 | ​ | ​ | ​ | 32,814 | ​ | ​ | 7,529 | ​ | ​ | 78,582 | ​ | ​ | ​ | 64,535 | ​ | ​ | 14,047
Provision for credit losses | ​ | ​ | 2,411 | ​ | ​ | ​ | 883 | ​ | ​ | 1,528 | ​ | ​ | 3,391 | ​ | ​ | ​ | 443 | ​ | ​ | 2,948
Net interest income after provision for credit losses | ​ | ​ | 37,932 | ​ | ​ | ​ | 31,931 | ​ | ​ | 6,001 | ​ | ​ | 75,191 | ​ | ​ | ​ | 64,092 | ​ | ​ | 11,099
Noninterest income | ​ | ​ | 8,898 | ​ | ​ | ​ | 7,604 | ​ | ​ | 1,294 | ​ | ​ | 17,495 | ​ | ​ | ​ | 15,984 | ​ | ​ | 1,511
Noninterest expense | ​ | ​ | 32,569 | ​ | ​ | ​ | 29,201 | ​ | ​ | 3,368 | ​ | ​ | 64,866 | ​ | ​ | ​ | 57,754 | ​ | ​ | 7,112
Income before income taxes | ​ | ​ | 14,261 | ​ | ​ | ​ | 10,334 | ​ | ​ | 3,927 | ​ | ​ | 27,820 | ​ | ​ | ​ | 22,322 | ​ | ​ | 5,498
Income tax expense | ​ | ​ | 2,556 | ​ | ​ | ​ | 2,331 | ​ | ​ | 225 | ​ | ​ | 4,861 | ​ | ​ | ​ | 4,962 | ​ | ​ | (101)
Net income | ​ | $ | 11,705 | ​ | ​ | $ | 8,003 | ​ | $ | 3,702 | ​ | $ | 22,959 | ​ | ​ | $ | 17,360 | ​ | $ | 5,599
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Per Share Data: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic income per common share | ​ | $ | 0.70 | ​ | ​ | $ | 0.48 | ​ | $ | 0.22 | ​ | $ | 1.37 | ​ | ​ | $ | 1.03 | ​ | $ | 0.34
Diluted income per common share | ​ | $ | 0.69 | ​ | ​ | $ | 0.48 | ​ | $ | 0.21 | ​ | $ | 1.36 | ​ | ​ | $ | 1.03 | ​ | $ | 0.33
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Performance Ratios: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Return on average assets | ​ | ​ | 0.88 | % | ​ | ​ | 0.66 | % | ​ | 0.22 | % | ​ | 0.87 | % | ​ | ​ | 0.72 | % | ​ | 0.15
Return on average shareholders' equity | ​ | ​ | 9.19 | % | ​ | ​ | 6.90 | % | ​ | 2.29 | % | ​ | 9.18 | % | ​ | ​ | 7.53 | % | ​ | 1.65

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | ​ | December 31, | ​ | ​ | ​
​ | ​ | 2025 | ​ | ​ | 2024 | ​ | ​ | Change
Balance Sheet: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Loans and leases, net | ​ | $ | 4,084,286 | ​ | ​ | $ | 3,868,917 | ​ | $ | 215,369
Deposits | ​ | ​ | 4,872,120 | ​ | ​ | ​ | 4,686,483 | ​ | ​ | 185,637

​

Analysis of Results of Operations

Second quarter of 2025 compared to 2024

Net income was $11.7 million, or $0.69 per diluted common share, for the second quarter of 2025, compared to $8.0 million, or $0.48 per diluted common share, for the second quarter of 2024. For the three months ended June 30, 2025, when compared to the comparable period in 2024, the increase in net income of $3.7 million was due to an increase in net interest income after provision for loan and lease losses of $6.0 million and other noninterest income of $1.3 million, offset by an increase in noninterest expense of $3.4 million and an increase in income tax expense of $225 thousand. The tax equivalent net interest margin was 3.29% for the second quarter of 2025, compared to 2.97% for the second quarter of 2024. Noninterest income to average assets was 0.67% for the second quarter of 2025, increasing from 0.63% for the second quarter of 2024. Noninterest expense to average assets increased to 2.44% in the second quarter of 2025, from 2.41% in the second quarter of 2024.

First six months of 2025 compared to 2024

Net income totaled $23.0 million, or $1.36 per diluted common share, for the six months ended 2025, compared to $17.4 million, or $1.03 per diluted common share, for the six months ended 2024. The increase in net income of $5.6 million for this period was primarily from the increases in net interest income after provision for loan and lease losses of $11.1 million and noninterest income of $1.5 million, offset by an increase of $7.1 million in noninterest expense. The tax equivalent net interest margin was 3.25% for the first six months of 2025, compared to 2.91% for the first six months of 2024. Noninterest income to average assets was 0.66% for the first six months of 2025 and 2024. Noninterest expense to average assets increased to 2.46% in the first six months of 2025, from 2.38% in the first six months of 2024.

​

Net Interest Income and Yield Analysis

Second quarter of 2025 compared to 2024

Net interest income, taxable equivalent, increased to $40.7 million for the second quarter of 2025, up from $33.2 million for the second quarter of 2024. Net interest income increased due to higher loan and lease balances, higher yields on these

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assets, and lower cost of interest-bearing liabilities. Average interest-earning assets increased from $4.49 billion for the second quarter of 2024, to $4.96 billion for the second quarter of 2025, primarily from the increase in our average loan and lease balances, which was offset by decreases in average securities and average cash balances. Over this period, average loan and lease balances increased by $546.2 million and average interest-bearing deposits increased by $432.7 million. Average securities decreased by $15.3 million, average federal funds sold and other interest earning assets decreased by $70.8 million, average borrowings decreased by $4.9 million and noninterest-bearing deposits increased by $9.7 million. The tax equivalent net interest margin increased to 3.29% for the second quarter of 2025, compared to 2.97% for the second quarter of 2024. The yield on earning assets increased from 5.52% for the second quarter of 2024, to 5.65% for the second quarter of 2025, primarily due the deployment of excess cash and cash equivalents into loans and leases. The cost of average interest-bearing deposits decreased from 3.23% for the second quarter of 2024, to 2.95% for the second quarter of 2025, primarily due to the decrease in rates by the Federal Reserve.

The following tables summarizes the major components of net interest income and the related yields and costs for the periods presented (dollars in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30,
​ | ​ | 2025 | ​ | 2024 | ​
​ |  | Average |  |  | ​ |  | Yield/ |  | Average |  |  | ​ |  | Yield/ |
​ | ​ | Balance | ​ | Interest | ​ | Cost | ​ | Balance | ​ | Interest | ​ | Cost | ​
Assets: |  | ​ |  |  | ​ |  |  |  |  | ​ |  |  | ​ |  |  |  |
Loans and leases, including fees1 | ​ | $ | 4,050,485 | ​ | $ | 61,294 |  | 6.07 | % | $ | 3,504,265 | ​ | $ | 51,110 |  | 5.87 | %
Taxable securities | ​ |  | 562,660 | ​ |  | 4,848 |  | 3.46 | % |  | 580,517 | ​ |  | 5,320 |  | 3.69 | %
Tax-exempt securities2 | ​ |  | 66,223 | ​ |  | 500 |  | 3.03 | % |  | 63,690 | ​ |  | 447 |  | 2.82 | %
Federal funds sold and other earning assets | ​ |  | 275,647 | ​ |  | 3,161 |  | 4.60 | % |  | 346,459 | ​ |  | 4,759 |  | 5.52 | %
Total interest-earning assets | ​ |  | 4,955,015 | ​ |  | 69,803 |  | 5.65 | % |  | 4,494,931 | ​ |  | 61,636 |  | 5.52 | %
Noninterest-earning assets | ​ |  | 405,804 | ​ |  |  |  |  | ​ |  | 383,697 | ​ |  |  |  |  | ​
Total assets | ​ | $ | 5,360,819 | ​ |  |  |  |  | ​ | $ | 4,878,628 | ​ |  |  |  |  | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities and Shareholders' Equity: | ​ |  |  | ​ |  |  |  |  | ​ |  |  | ​ |  |  |  |  | ​
Interest-bearing demand deposits | ​ | $ | 835,394 | ​ |  | 3,785 |  | 1.82 | % | $ | 983,433 | ​ |  | 5,950 |  | 2.43 | %
Money market and savings deposits | ​ |  | 2,104,236 | ​ |  | 15,762 |  | 3.00 | % |  | 1,909,125 | ​ |  | 16,529 |  | 3.48 | %
Time deposits | ​ |  | 914,658 | ​ |  | 8,754 |  | 3.84 | % |  | 528,985 | ​ |  | 4,960 |  | 3.77 | %
Total interest-bearing deposits | ​ |  | 3,854,288 | ​ |  | 28,301 |  | 2.95 | % |  | 3,421,543 | ​ |  | 27,439 |  | 3.23 | %
Borrowings | ​ |  | 7,783 | ​ |  | 70 |  | 3.61 | % |  | 12,684 | ​ |  | 148 |  | 4.69 | %
Subordinated debt | ​ |  | 39,714 | ​ |  | 739 |  | 7.46 | % |  | 42,129 | ​ |  | 884 |  | 8.44 | %
Total interest-bearing liabilities | ​ |  | 3,901,785 | ​ |  | 29,110 |  | 2.99 | % |  | 3,476,356 | ​ |  | 28,471 |  | 3.29 | %
Noninterest-bearing deposits | ​ |  | 898,428 | ​ |  |  |  |  | ​ |  | 888,693 | ​ |  |  |  |  | ​
Other liabilities | ​ |  | 49,539 | ​ |  |  |  |  | ​ |  | 47,208 | ​ |  |  |  |  | ​
Total liabilities | ​ |  | 4,849,752 | ​ |  |  |  |  | ​ |  | 4,412,257 | ​ |  |  |  |  | ​
Shareholders' equity | ​ |  | 511,067 | ​ |  |  |  |  | ​ |  | 466,371 | ​ |  |  |  |  | ​
Total liabilities and shareholders’ equity | ​ | $ | 5,360,819 | ​ |  |  |  |  | ​ | $ | 4,878,628 | ​ |  |  |  |  | ​
Net interest income, taxable equivalent | ​ |  |  | ​ | $ | 40,693 |  |  | ​ |  |  | ​ | $ | 33,165 |  |  | ​
Interest rate spread | ​ |  |  | ​ |  |  |  | 2.66 | % |  |  | ​ |  |  |  | 2.22 | %
Tax equivalent net interest margin | ​ |  |  | ​ |  |  |  | 3.29 | % |  |  | ​ |  |  |  | 2.97 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Percentage of average interest-earning assets to average interest-bearing liabilities | ​ |  |  | ​ |  | ​ |  | 126.99 | % |  |  | ​ |  |  |  | 129.30 | %
Percentage of average equity to average assets | ​ |  |  | ​ |  |  |  | 9.53 | % |  |  | ​ |  |  |  | 9.56 | %

1Yields related to tax-exempt loans exempt from income taxes are stated on a taxable-equivalent basis assuming a federal income tax rate of 21.0%. The taxable-equivalent adjustment was $245 thousand and $257 thousand for the three months ended June 30, 2025, and 2024, respectively.

2Yields related to investment securities exempt from income taxes are stated on a taxable-equivalent basis assuming a federal income tax rate of 21.0%. The taxable-equivalent adjustment was $105 thousand and $94 thousand for the three months ended June 30, 2025, and 2024, respectively.

​

First six months of 2025 compared to 2024

Net interest income, taxable equivalent, increased to $79.3 million for the first six months of 2025, up from $65.0 million for the first six months of 2024. Net interest income was positively impacted, compared to the prior year, primarily by the increase in balances of loans and leases and the increase in yield/rate on interest-earning assets and the decrease in the cost of interest-bearing liabilities. Average interest-earning assets increased from $4.50 billion for the first six months of 2024 to $4.91 billion for the first six months of 2025, primarily because of the Company’s continued organic loan and lease

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growth, offset by decreases in our average securities and average cash balances. Over this period, average loan and lease balances increased by $515.0 million and average interest-bearing deposits increased by $391.1 million. Average securities decreased by $40.6 million, average federal funds sold and other interest earning assets decreased by $59.0, average borrowings decreased by $4.0 million and noninterest-bearing deposits increased by $10.5 million. The tax equivalent net interest margin increased to 3.25% for the first six months of 2025, compared to 2.91% for the first six months of 2024. The yield on earning assets increased from 5.44% for the first six months of 2024, to 5.61% for the first six months of 2025, primarily due to the deployment of excess cash and cash equivalents into loans and leases. The cost of average interest-bearing deposits decreased from 3.19% for the first six months of 2024 to 2.93% for the first six months of 2025, primarily due to the decrease in rates by the Federal Reserve.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30,
​ | ​ | 2025 | ​ | 2024 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Average | ​ | ​ | ​ | Yield/ | ​ | Average | ​ | ​ | ​ | Yield/ | ​
​ | ​ | Balance |  | Interest |  | Cost |  | Balance |  | Interest |  | Cost |
Assets: |  | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​
Loans and leases, including fees1,2 | ​ | $ | 3,996,192 | ​ | $ | 119,302 | ​ | 6.02 | % | $ | 3,481,187 | ​ | $ | 101,130 | ​ | 5.84 | %
Taxable Securities | ​ | ​ | 559,306 | ​ |  | 9,623 |  | 3.47 | % | ​ | 600,661 | ​ |  | 9,869 |  | 3.30 | %
Tax-exempt securities3 | ​ |  | 64,663 | ​ |  | 948 |  | 2.96 | % |  | 63,925 | ​ |  | 892 |  | 2.81 | %
Federal funds and other earning assets | ​ |  | 291,219 | ​ |  | 6,647 |  | 4.60 | % |  | 350,186 | ​ |  | 9,620 |  | 5.52 | %
Total interest-earning assets | ​ |  | 4,911,380 | ​ |  | 136,520 |  | 5.61 | % |  | 4,495,959 | ​ |  | 121,511 |  | 5.44 | %
Noninterest-earning assets | ​ |  | 405,832 | ​ |  |  |  |  | ​ |  | 381,964 | ​ |  |  |  |  | ​
Total assets | ​ | $ | 5,317,212 | ​ | ​ | ​ | ​ | ​ | ​ | $ | 4,877,923 | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ |  |  | ​ |  |  |  |  | ​ |  |  | ​ |  |  |  |  | ​
Liabilities and Shareholders' Equity: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest-bearing demand deposits | ​ | $ | 841,077 | ​ |  | 7,528 |  | 1.80 | % | $ | 989,790 | ​ |  | 12,010 |  | 2.44 | %
Money market and savings deposits | ​ |  | 2,084,296 | ​ |  | 30,826 |  | 2.98 | % |  | 1,906,990 | ​ |  | 32,677 |  | 3.45 | %
Time deposits | ​ |  | 897,889 | ​ |  | 17,282 |  | 3.88 | % |  | 535,389 | ​ |  | 9,787 |  | 3.68 | %
Total interest-bearing deposits | ​ |  | 3,823,262 | ​ |  | 55,636 |  | 2.93 | % |  | 3,432,169 | ​ |  | 54,474 |  | 3.19 | %
Borrowings | ​ |  | 8,000 | ​ |  | 140 |  | 3.53 | % |  | 11,964 | ​ |  | 276 |  | 4.64 | %
Subordinated debt | ​ |  | 39,703 | ​ |  | 1,472 |  | 7.48 | % |  | 42,118 | ​ |  | 1,782 |  | 8.51 | %
Total interest-bearing liabilities | ​ |  | 3,870,965 | ​ |  | 57,248 |  | 2.98 | % |  | 3,486,251 | ​ |  | 56,532 |  | 3.26 | %
Noninterest-bearing deposits | ​ |  | 891,293 | ​ |  |  |  |  | ​ |  | 880,767 | ​ |  |  |  |  | ​
Other liabilities | ​ |  | 50,394 | ​ |  |  |  |  | ​ |  | 47,146 | ​ |  |  |  |  | ​
Total liabilities | ​ |  | 4,812,652 | ​ |  |  |  |  | ​ |  | 4,414,164 | ​ |  |  |  |  | ​
Shareholders' equity | ​ |  | 504,560 | ​ |  |  |  |  | ​ |  | 463,759 | ​ |  |  |  |  | ​
Total liabilities and shareholders’ equity | ​ | $ | 5,317,212 | ​ |  |  |  |  | ​ | $ | 4,877,923 | ​ |  |  |  |  | ​
Net interest income, taxable equivalent | ​ |  |  | ​ | $ | 79,272 |  |  | ​ |  |  | ​ | $ | 64,979 |  |  | ​
Interest rate spread | ​ |  |  | ​ |  |  |  | 2.62 | % |  |  | ​ |  |  |  | 2.17 | %
Tax equivalent net interest margin | ​ |  |  | ​ |  |  |  | 3.25 | % |  |  | ​ |  |  |  | 2.91 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Percentage of average interest-earning assets to average interest-bearing liabilities | ​ |  |  | ​ |  | ​ |  | 126.88 | % |  |  | ​ |  |  |  | 128.96 | %
Percentage of average equity to average assets | ​ |  |  | ​ |  |  |  | 9.49 | % |  |  | ​ |  |  |  | 9.51 | %

1Yields related to tax-exempt loans exempt from income taxes are stated on a taxable-equivalent basis assuming a federal income tax rate of 21.0%. The taxable-equivalent adjustment was $491 thousand and $257 thousand for the six months ended June 30, 2025, and 2024, respectively.

2Yields related to investment securities exempt from income taxes are stated on a taxable-equivalent basis assuming a federal income tax rate of 21.0%. The taxable-equivalent adjustment was $199 thousand and $187 thousand for the six months ended June 30, 2025 and 2024, respectively.

​

​

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Noninterest Income

The following table summarizes noninterest income by category (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
​ |  | 2025 |  | 2024 |  | ​ | Change |  | 2025 |  | 2024 |  | ​ | Change
Service charges on deposit accounts | ​ | $ | 1,766 | ​ | $ | 1,692 | ​ | $ | 74 | ​ | $ | 3,502 | ​ | $ | 3,304 | ​ | $ | 198
Loss on sale of securities | ​ |  | (4) | ​ |  | — | ​ | ​ | (4) | ​ |  | (4) | ​ |  | — | ​ | ​ | (4)
Mortgage banking | ​ |  | 633 | ​ |  | 348 | ​ | ​ | 285 | ​ |  | 1,126 | ​ |  | 628 | ​ | ​ | 498
Investment services | ​ | ​ | 1,440 | ​ | ​ | 1,302 | ​ | ​ | 138 | ​ | ​ | 3,209 | ​ | ​ | 2,682 | ​ | ​ | 527
Insurance commissions | ​ | ​ | 1,554 | ​ | ​ | 1,284 | ​ | ​ | 270 | ​ | ​ | 2,967 | ​ | ​ | 2,387 | ​ | ​ | 580
Interchange and debit card transaction fees, net | ​ |  | 1,342 | ​ |  | 1,343 | ​ | ​ | (1) | ​ |  | 2,562 | ​ |  | 2,596 | ​ | ​ | (34)
Other | ​ |  | 2,167 | ​ |  | 1,635 | ​ | ​ | 532 | ​ |  | 4,133 | ​ |  | 4,387 | ​ | ​ | (254)
Total noninterest income | ​ | $ | 8,898 | ​ | $ | 7,604 | ​ | $ | 1,294 | ​ | $ | 17,495 | ​ | $ | 15,984 | ​ | $ | 1,511

​

Second quarter of 2025 compared to 2024

Noninterest income increased by $1.3 million during the second quarter of 2025 compared to the same period in 2024. This quarterly change in total noninterest income primarily resulted from the following:

| ● | Increase in mortgage banking, driven by increased volume;

| ● | Increase in insurance commissions, driven by organic growth; and

| ● | Increase in other, primarily related to fees from capital markets activity.

First six months of 2025 compared to 2024

Noninterest income increased by $1.5 million during the first six months of 2025 compared to the same period in 2024. This change in total noninterest income primarily resulted from the following:

| ● | Increase in mortgage banking, driven by increased volume;

| ● | Increase in investment services from a higher volume of investment activity; and

| ● | Increase in insurance commissions, driven by organic growth.

​

Noninterest Expense

The following table summarizes noninterest expense by category (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | June 30, | ​ | June 30,
​ |  | 2025 |  | 2024 |  | ​ | Change |  | 2025 |  | 2024 |  | ​ | Change
Salaries and employee benefits | ​ | $ | 19,602 | ​ | $ | 17,261 | ​ | $ | 2,341 | ​ | $ | 38,836 | ​ | $ | 33,900 | ​ | $ | 4,936
Occupancy and equipment | ​ |  | 3,432 | ​ |  | 3,324 | ​ | ​ | 108 | ​ |  | 6,829 | ​ |  | 6,720 | ​ |  | 109
FDIC insurance | ​ |  | 992 | ​ |  | 825 | ​ | ​ | 167 | ​ |  | 1,952 | ​ |  | 1,740 | ​ |  | 212
Other real estate and loan-related expense | ​ |  | 757 | ​ |  | 538 | ​ | ​ | 219 | ​ |  | 1,415 | ​ |  | 1,123 | ​ |  | 292
Advertising and marketing | ​ |  | 390 | ​ |  | 295 | ​ | ​ | 95 | ​ |  | 772 | ​ |  | 597 | ​ |  | 175
Data processing and technology | ​ |  | 2,651 | ​ |  | 2,452 | ​ | ​ | 199 | ​ |  | 5,309 | ​ |  | 4,916 | ​ |  | 393
Professional services | ​ |  | 1,153 | ​ |  | 1,064 | ​ | ​ | 89 | ​ |  | 2,521 | ​ |  | 1,989 | ​ |  | 532
Amortization of intangibles | ​ |  | 566 | ​ |  | 608 | ​ | ​ | (42) | ​ |  | 1,135 | ​ |  | 1,220 | ​ |  | (85)
Other | ​ |  | 3,026 | ​ |  | 2,834 | ​ | ​ | 192 | ​ |  | 6,097 | ​ |  | 5,549 | ​ |  | 548
Total noninterest expense | ​ | $ | 32,569 | ​ | $ | 29,201 | ​ | $ | 3,368 | ​ | $ | 64,866 | ​ | $ | 57,754 | ​ | $ | 7,112

​

Second quarter of 2025 compared to 2024

Noninterest expense increased by $3.4 million in the second quarter of 2025 as compared to the same period in 2024. The quarterly increase in total noninterest expense primarily resulted from the following:

| ● | Increase in salary and employee benefits, related to increased salaries from franchise growth.

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First six months of 2025 compared to 2024

Noninterest expense increased by $7.1 million in the first six months of 2025 as compared to the same period in 2024. The change in total noninterest expense primarily resulted from the following:

| ● | Increase in salary and employee benefits, related to increased salaries from franchise growth;

| ● | Increase in professional services, primarily due to increases in audit fees, advisory board fees and consulting expenses; and

| ● | Increase in other, related to overall franchise growth.

​

Taxes

​

Second quarter of 2025 compared to 2024

In the second quarter of 2025 income tax expense totaled $2.6 million as compared to $2.3 million in same period of 2024. The effective tax rate was approximately 17.9% in the second quarter of 2025 compared to 22.6% in the second quarter of 2024. The decrease is primarily related to the Bank’s Real Estate Investment Trust.

First six months of 2025 compared to 2024

In the first six months of 2025 income tax expense totaled $4.9 million compared to $5.0 million in the first six months of 2024. The effective tax rate was approximately 17.5% for first six months of 2025 compared to 22.2% for the six months ended 2024. The decrease is primarily related to the Bank’s Real Estate Investment Trust.

Loan and Lease Portfolio

​

The Company had total net loans and leases outstanding of approximately $4.08 billion at June 30, 2025, compared to $3.87 billion at December 31, 2024. Loans secured by real estate, consisting of commercial and residential property, are the principal component of our loan and lease portfolio.

The following table summarizes the composition of our loan and lease portfolio for the periods presented (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | % of | ​ | ​ | ​ | ​ | ​ | % of | ​
​ | ​ | June 30, | ​ | Gross | ​ | ​ | December 31, | ​ | Gross | ​
​ | ​ | 2025 | ​ | Total | ​ | ​ | 2024 | ​ | Total |
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | 1,114,133 | ​ | 26.9 | % | $ | ​ | 1,080,404 | ​ | 27.5 | %
Owner occupied | ​ | ​ | 958,989 | ​ | 23.3 | % | ​ | ​ | 867,678 | ​ | 22.2 | %
Consumer real estate | ​ |  | 803,270 | ​ | 19.5 | % | ​ |  | 741,836 | ​ | 19.0 | %
Construction and land development | ​ |  | 391,155 | ​ | 9.5 | % | ​ |  | 361,735 | ​ | 9.3 | %
Commercial and industrial | ​ |  | 778,754 | ​ | 18.9 | % | ​ |  | 775,620 | ​ | 19.9 | %
Leases | ​ | ​ | 62,495 | ​ | 1.5 | % | ​ | ​ | 64,878 | ​ | 1.7 | %
Consumer and other | ​ |  | 15,266 | ​ | 0.4 | % | ​ |  | 14,189 | ​ | 0.4 | %
Total loans and leases | ​ |  | 4,124,062 | ​ | 100.0 | % | ​ |  | 3,906,340 | ​ | 100.0 | %
Less: Allowance for credit losses | ​ |  | (39,776) | ​ | ​ | ​ | ​ |  | (37,423) | ​ | ​ | ​
Loans and leases, net | ​ | $ | 4,084,286 | ​ | ​ | ​ | ​ | $ | 3,868,917 | ​ | ​ | ​

​

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Loan and Lease Portfolio Maturities

The following table sets forth the maturity distribution of our loans and leases at June 30, 2025, including the interest rate sensitivity for loans and leases maturing after one year (in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Rate Structure for Loans and Leases
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Maturing Over One Year
​ | ​ | One Year | ​ | One through | ​ | ​ | Five through | ​ | Over Fifteen | ​ | ​ | ​ | ​ | Fixed | ​ | Floating
​ | ​ | or Less | ​ | Five Years | ​ | ​ | Fifteen Years | ​ | Years | ​ | Total | ​ | Rate | ​ | Rate
Commercial real estate: |  | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​
Non-owner occupied | ​ | $ | 112,885 | ​ | $ | 759,282 | ​ | $ | 215,436 | ​ | $ | 26,530 | ​ | $ | 1,114,133 | ​ | $ | 517,450 | ​ | $ | 483,798
Owner occupied | ​ | ​ | 39,388 | ​ | ​ | 521,377 | ​ | ​ | 374,797 | ​ | ​ | 23,427 | ​ | ​ | 958,989 | ​ | ​ | 481,129 | ​ | ​ | 438,472
Consumer real estate-mortgage | ​ |  | 60,350 | ​ |  | 252,834 | ​ | ​ | 96,728 | ​ |  | 393,358 | ​ |  | 803,270 | ​ |  | 269,799 | ​ |  | 473,121
Construction and land development | ​ |  | 119,911 | ​ |  | 163,447 | ​ | ​ | 52,420 | ​ |  | 55,377 | ​ |  | 391,155 | ​ |  | 80,678 | ​ |  | 190,566
Commercial and industrial | ​ |  | 276,557 | ​ |  | 398,548 | ​ | ​ | 80,909 | ​ |  | 22,740 | ​ |  | 778,754 | ​ |  | 338,796 | ​ |  | 163,401
Leases | ​ | ​ | 2,841 | ​ | ​ | 59,654 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 62,495 | ​ | ​ | 59,654 | ​ | ​ | —
Consumer and other | ​ |  | 9,902 | ​ |  | 5,032 | ​ | ​ | 301 | ​ |  | 31 | ​ |  | 15,266 | ​ |  | 4,768 | ​ |  | 596
Total loans and leases | ​ | $ | 621,834 | ​ | $ | 2,160,174 | ​ | $ | 820,591 | ​ | $ | 521,463 | ​ | $ | 4,124,062 | ​ | $ | 1,752,274 | ​ | $ | 1,749,954

​

Nonaccrual, Past Due, and Restructured Loans and Leases

Nonperforming loans and leases, as a percentage of total gross loans and leases, net of deferred fees, was 0.19% as of June 30, 2025, and 0.20% December 31, 2024. Total nonperforming assets, as a percentage of total assets, was 0.19% as of June 30, 2025, and December 31, 2024.

The following table is a summary of our loans and leases that were past due at least 30 days but less than 89 days, and 90 days or more past due, excluding nonaccrual loans for the periods presented (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Accruing Loans | ​ | ​ | Accruing Loans | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | 30-89 Days | ​ | ​ | 90 Days or More | ​ | ​ | Total Accruing | ​
​ | ​ | ​ | ​ | Past Due | ​ | ​ | Past Due | ​ | ​ | Past Due Loans | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Percentage of | ​ | ​ | ​ | ​ | ​ | Percentage of | ​ | ​ | ​ | ​ | ​ | Percentage of | ​
​ | ​ | Total | ​ | ​ | ​ | ​ | Loans in | ​ | ​ | ​ | ​ | ​ | Loans in | ​ | ​ | ​ | ​ | ​ | Loans in | ​
​ | ​ | Loans | ​ | ​ | Amount | ​ | Category | ​ | ​ | ​ | Amount | ​ | Category | ​ | ​ | ​ | Amount | ​ | Category | ​
June 30, 2025 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | $ | 1,114,133 | ​ | $ | 246 | ​ | 0.02 | % | ​ | $ | - | ​ | - | ​ | ​ | $ | 246 | ​ | 0.02 | %
Owner occupied | ​ | 958,989 | ​ | ​ | 1,444 | ​ | 0.15 | ​ | ​ | ​ | - | ​ | - | ​ | ​ | ​ | 1,444 | ​ | 0.15 | ​
Consumer real estate | ​ | 803,270 | ​ | ​ | 883 | ​ | 0.11 | ​ | ​ | ​ | - | ​ | - | ​ | ​ | ​ | 883 | ​ | 0.11 | ​
Construction and land development | ​ | 391,155 | ​ | ​ | - | ​ | - | ​ | ​ | ​ | - | ​ | - | ​ | ​ | ​ | - | ​ | - | ​
Commercial and industrial | ​ | 778,754 | ​ | ​ | 905 | ​ | 0.12 | ​ | ​ | ​ | - | ​ | - | ​ | ​ | ​ | 905 | ​ | 0.12 | ​
Leases | ​ | 62,495 | ​ | ​ | 1,344 | ​ | 2.15 | ​ | ​ | ​ | - | ​ | - | ​ | ​ | ​ | 1,344 | ​ | 2.15 | ​
Consumer and other | ​ | 15,266 | ​ | ​ | 139 | ​ | 0.91 | ​ | ​ | ​ | 32 | ​ | 0.21 | ​ | ​ | ​ | 171 | ​ | 1.12 | ​
Total | $ | 4,124,062 | ​ | $ | 4,961 | ​ | 0.12 | % | ​ | $ | 32 | ​ | - | % | ​ | $ | 4,993 | ​ | 0.12 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2024 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | $ | 1,080,404 | ​ | $ | 378 | ​ | 0.03 | % | ​ | $ | - | ​ | - | % | ​ | $ | 378 | ​ | 0.03 | %
Owner occupied | ​ | 867,678 | ​ | ​ | 411 | ​ | 0.05 | ​ | ​ | ​ | - | ​ | - | ​ | ​ | ​ | 411 | ​ | 0.05 | ​
Consumer real estate | ​ | 741,836 | ​ | ​ | 2,748 | ​ | 0.37 | ​ | ​ | ​ | - | ​ | - | ​ | ​ | ​ | 2,748 | ​ | 0.37 | ​
Construction and land development | ​ | 361,735 | ​ | ​ | 523 | ​ | 0.14 | ​ | ​ | ​ | - | ​ | - | ​ | ​ | ​ | 523 | ​ | 0.14 | ​
Commercial and industrial | ​ | 775,620 | ​ | ​ | 1,745 | ​ | 0.22 | ​ | ​ | ​ | 144 | ​ | 0.02 | ​ | ​ | ​ | 1,889 | ​ | 0.24 | ​
Leases | ​ | 64,878 | ​ | ​ | 1,453 | ​ | 2.24 | ​ | ​ | ​ | - | ​ | - | ​ | ​ | ​ | 1,453 | ​ | 2.24 | ​
Consumer and other | ​ | 14,189 | ​ | ​ | 118 | ​ | 0.83 | ​ | ​ | ​ | 18 | ​ | 0.13 | ​ | ​ | ​ | 136 | ​ | 0.96 | ​
Total | $ | 3,906,340 | ​ | $ | 7,376 | ​ | 0.19 | % | ​ | $ | 162 | ​ | - | % | ​ | $ | 7,538 | ​ | 0.19 | %

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​

The following table is a summary of our nonaccrual loans and leases for the periods presented (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | June 30, 2025 | ​ | ​ | December 31, 2024
​ | ​ | ​ | ​ | Nonaccrual Loans | ​ | ​ | ​ | ​ | ​ | Nonaccrual Loans | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Percentage of | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Percentage of | ​
​ | ​ | Total | ​ | ​ | ​ | ​ | Loans in | ​ | ​ | ​ | Total | ​ | ​ | ​ | ​ | Loans in | ​
​ | ​ | Loans | ​ | ​ | Amount | ​ | Category | ​ | ​ | ​ | Loans | ​ | ​ | Amount | ​ | Category | ​
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | $ | 1,114,133 | ​ | $ | 572 | ​ | 0.05 | % | ​ | $ | 1,080,404 | ​ | $ | 514 | ​ | 0.05 | %
Owner occupied | ​ | 958,989 | ​ | ​ | 915 | ​ | 0.10 | ​ | ​ | ​ | 867,678 | ​ | ​ | 906 | ​ | 0.10 | ​
Consumer real estate | ​ | 803,270 | ​ | ​ | 1,233 | ​ | 0.15 | ​ | ​ | ​ | 741,836 | ​ | ​ | 1,995 | ​ | 0.27 | ​
Construction and land development | ​ | 391,155 | ​ | ​ | - | ​ | - | ​ | ​ | ​ | 361,735 | ​ | ​ | 39 | ​ | 0.01 | ​
Commercial and industrial | ​ | 778,754 | ​ | ​ | 2,612 | ​ | 0.34 | ​ | ​ | ​ | 775,620 | ​ | ​ | 1,820 | ​ | 0.23 | ​
Leases | ​ | 62,495 | ​ | ​ | 2,556 | ​ | 4.09 | ​ | ​ | ​ | 64,878 | ​ | ​ | 2,433 | ​ | 3.75 | ​
Consumer and other | ​ | 15,266 | ​ | ​ | 1 | ​ | 0.01 | ​ | ​ | ​ | 14,189 | ​ | ​ | 2 | ​ | 0.01 | ​
Total | $ | 4,124,062 | ​ | $ | 7,889 | ​ | 0.19 | % | ​ | $ | 3,906,340 | ​ | $ | 7,709 | ​ | 0.20 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Allowance for credit losses to nonaccrual loans | ​ | ​ | ​ | ​ | 504.20% | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 485.45% | ​ | ​ | ​

​

Allocation of the Allowance for Credit Losses

​

We maintain the allowance at a level that we deem appropriate to adequately cover change in the loan and lease portfolio. Our provision for credit losses for loans and leases for the six months ended June 30, 2025, was $2.6 million compared to $818 thousand in the same period of 2024, an increase of $1.8 million, driven by increase in loan and lease volume. As of June 30, 2025, and December 31, 2024, our allowance for credit losses was $39.8 million and $37.4 million, respectively, which we deemed to be adequate at each of the respective dates. Our allowance for credit loss as a percentage of total loans and leases was 0.96% at June 30, 2025, and December 31, 2024.

​

The following table sets forth, based on management's best estimate, the allocation of the allowance for credit losses on loans and leases to categories of loans and leases and loan and lease balances by category and the percentage of loans and leases in each category to total loans and leases and allowance for credit losses as a percentage of total loans and leases within each loan and lease category for each period presented (dollars in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Percentage of Loans | ​ | ​ | ​ | ​ | Ratio of Allowance | ​
​ | ​ | Amount of | ​ | in Each Category | ​ | ​ | Total | ​ | Allocated to Loans in | ​
​ | ​ | Allowance Allocated | ​ | to Total Loans | ​ | ​ | Loans | ​ | Each Category | ​
June 30, 2025 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | 7,254 | ​ | ​ | 26.9 | % | ​ | $ | 1,114,133 | ​ | ​ | 0.65 | %
Owner occupied | ​ | ​ | 8,862 | ​ | ​ | 23.3 | ​ | ​ | ​ | 958,989 | ​ | ​ | 0.92 | ​
Consumer real estate | ​ | ​ | 8,887 | ​ | ​ | 19.5 | ​ | ​ | ​ | 803,270 | ​ | ​ | 1.11 | ​
Construction and land development | ​ | ​ | 4,450 | ​ | ​ | 9.5 | ​ | ​ | ​ | 391,155 | ​ | ​ | 1.14 | ​
Commercial and industrial | ​ | ​ | 9,330 | ​ | ​ | 18.9 | ​ | ​ | ​ | 778,754 | ​ | ​ | 1.20 | ​
Leases | ​ | ​ | 868 | ​ | ​ | 1.5 | ​ | ​ | ​ | 62,495 | ​ | ​ | 1.39 | ​
Consumer and other | ​ | ​ | 125 | ​ | ​ | 0.4 | ​ | ​ | ​ | 15,266 | ​ | ​ | 0.82 | ​
Total | ​ | $ | 39,776 | ​ | ​ | 100.0 | % | ​ | $ | 4,124,062 | ​ | ​ | 0.96 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
December 31, 2024 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | 6,972 | ​ | ​ | 27.5 | % | ​ | $ | 1,080,404 | ​ | ​ | 0.65 | %
Owner occupied | ​ | ​ | 8,341 | ​ | ​ | 22.2 | ​ | ​ | ​ | 867,678 | ​ | ​ | 0.96 | ​
Consumer real estate | ​ | ​ | 8,355 | ​ | ​ | 19.0 | ​ | ​ | ​ | 741,836 | ​ | ​ | 1.13 | ​
Construction and land development | ​ | ​ | 4,168 | ​ | ​ | 9.3 | ​ | ​ | ​ | 361,735 | ​ | ​ | 1.15 | ​
Commercial and industrial | ​ | ​ | 8,552 | ​ | ​ | 19.9 | ​ | ​ | ​ | 775,620 | ​ | ​ | 1.10 | ​
Leases | ​ | ​ | 919 | ​ | ​ | 1.7 | ​ | ​ | ​ | 64,878 | ​ | ​ | 1.42 | ​
Consumer and other | ​ | ​ | 116 | ​ | ​ | 0.4 | ​ | ​ | ​ | 14,189 | ​ | ​ | 0.82 | ​
Total | ​ | $ | 37,423 | ​ | ​ | 100.0 | % | ​ | $ | 3,906,340 | ​ | ​ | 0.96 | %

​

The allowance associated with the individually evaluated loans and leases was approximately $3.9 million at June 30, 2025, and December 31, 2024.

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Analysis of the Allowance for Credit Losses

The following is a summary of changes in the allowance for credit losses for the periods presented including the ratio of the allowance for credit losses to total loans and leases as of the end of each period (dollars in thousands):

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Ratio of Net (charge-offs) | ​
​ | ​ | Provision for | ​ | Net (charge-offs) | ​ | Average | ​ | Recoveries to | ​
​ | ​ | Credit Losses | ​ | Recoveries | ​ | Loans | ​ | Average Loans | ​
Three Months Ended June 30, 2025 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial real estate | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | (72) | ​ | $ | - | ​ | $ | 1,113,659 | ​ | ​ | - | %
Owner occupied | ​ | ​ | 446 | ​ | ​ | 1 | ​ | ​ | 920,454 | ​ | ​ | - | ​
Consumer real estate | ​ | ​ | 199 | ​ | ​ | - | ​ | ​ | 792,439 | ​ | ​ | - | ​
Construction and land development | ​ | ​ | 296 | ​ | ​ | - | ​ | ​ | 373,569 | ​ | ​ | - | ​
Commercial and industrial | ​ | ​ | 663 | ​ | ​ | 39 | ​ | ​ | 772,146 | ​ | ​ | 0.01 | ​
Leases | ​ | ​ | 182 | ​ | ​ | (156) | ​ | ​ | 63,232 | ​ | ​ | (0.25) | ​
Consumer and other | ​ | ​ | 33 | ​ | ​ | (30) | ​ | ​ | 14,986 | ​ | ​ | (0.20) | ​
Total | ​ | $ | 1,747 | ​ | $ | (146) | ​ | $ | 4,050,485 | ​ | ​ | - | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Three Months Ended June 30, 2024 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial real estate | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | 564 | ​ | $ | - | ​ | $ | 954,929 | ​ | ​ | - | %
Owner occupied | ​ | ​ | 192 | ​ | ​ | 31 | ​ | ​ | 813,458 | ​ | ​ | - | ​
Consumer real estate | ​ | ​ | 265 | ​ | ​ | 32 | ​ | ​ | 664,675 | ​ | ​ | - | ​
Construction and land development | ​ | ​ | (1,208) | ​ | ​ | - | ​ | ​ | 306,330 | ​ | ​ | - | ​
Commercial and industrial | ​ | ​ | 745 | ​ | ​ | (152) | ​ | ​ | 680,489 | ​ | ​ | (0.02) | ​
Leases | ​ | ​ | 258 | ​ | ​ | (245) | ​ | ​ | 70,669 | ​ | ​ | (0.35) | ​
Consumer and other | ​ | ​ | 80 | ​ | ​ | (75) | ​ | ​ | 13,715 | ​ | ​ | (0.55) | ​
Total | ​ | $ | 896 | ​ | $ | (409) | ​ | $ | 3,504,265 | ​ | ​ | (0.01) | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Six Months Ended June 30, 2025 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | 282 | ​ | $ | - | ​ | $ | 1,098,731 | ​ | ​ | - | %
Owner occupied | ​ | ​ | 518 | ​ | ​ | 3 | ​ | ​ | 908,116 | ​ | ​ | - | ​
Consumer real estate | ​ | ​ | 532 | ​ | ​ | - | ​ | ​ | 781,818 | ​ | ​ | - | ​
Construction and land development | ​ | ​ | 82 | ​ | ​ | 200 | ​ | ​ | 368,561 | ​ | ​ | 0.05 | ​
Commercial and industrial | ​ | ​ | 775 | ​ | ​ | 3 | ​ | ​ | 761,796 | ​ | ​ | 0.00 | ​
Leases | ​ | ​ | 295 | ​ | ​ | (346) | ​ | ​ | 62,385 | ​ | ​ | (0.55) | ​
Consumer and other | ​ | ​ | 107 | ​ | ​ | (98) | ​ | ​ | 14,785 | ​ | ​ | (0.66) | ​
Total | ​ | $ | 2,591 | ​ | $ | (238) | ​ | $ | 3,996,192 | ​ | ​ | (0.01) | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Six Months Ended June 30, 2024 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commercial real estate: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Non-owner occupied | ​ | $ | 172 | ​ | $ | - | ​ | $ | 950,269 | ​ | ​ | - | %
Owner occupied | ​ | ​ | 161 | ​ | ​ | 33 | ​ | ​ | 806,473 | ​ | ​ | - | ​
Consumer real estate | ​ | ​ | 290 | ​ | ​ | 4 | ​ | ​ | 660,297 | ​ | ​ | - | ​
Construction and land development | ​ | ​ | (937) | ​ | ​ | (441) | ​ | ​ | 304,313 | ​ | ​ | (0.14) | ​
Commercial and industrial | ​ | ​ | 637 | ​ | ​ | (327) | ​ | ​ | 676,007 | ​ | ​ | (0.05) | ​
Leases | ​ | ​ | 352 | ​ | ​ | (322) | ​ | ​ | 70,203 | ​ | ​ | (0.46) | ​
Consumer and other | ​ | ​ | 143 | ​ | ​ | (141) | ​ | ​ | 13,625 | ​ | ​ | (1.03) | ​
Total | ​ | $ | 818 | ​ | $ | (1,194) | ​ | $ | 3,481,187 | ​ | ​ | (0.03) | %

​

Securities Portfolio

Our available-for-sale securities portfolio is carried at fair market value and our held-to-maturity securities portfolio is carried at amortized cost, and consists primarily of Federal agency bonds, mortgage-backed securities, state and municipal securities and other debt securities. Our securities portfolio increased from $609.0 million at December 31, 2024, to $626.7 million at June 30, 2025, primarily as a result of available-for-sale securities purchases. Our securities to asset ratio has decreased from 11.5% at December 31, 2024, to 11.4% at June 30, 2025.

​

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The following table presents the contractual maturity of the Company’s securities by contractual maturity date and average yields based on amortized cost (for all obligations on a fully taxable basis) at June 30, 2025 (dollars in thousands). The composition and maturity/repricing distribution of the securities portfolio is subject to change depending on rate sensitivity, capital and liquidity needs.

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | One Year | ​ | One through | ​ | Five through |  | Over Ten |  | ​ |
​ | ​ | or Less | ​ | Five Years | ​ | Ten Years | ​ | Years | ​ | Total | ​
​ | ​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​ | ​ | ​ | Weighted | ​ | ​
​ | ​ | ​ | ​ | ​ | Average | ​ | ​ | ​ | ​ | ​ | Average | ​ | ​ | ​ | ​ | ​ | Average | ​ | ​ | ​ | ​ | ​ | Average | ​ | ​ | ​ | ​ | ​ | Average | ​ | ​
Available-for-sale: | ​ | ​ | Amount | ​ | Yield (1) | ​ | ​ | ​ | Amount | ​ | Yield (1) | ​ | ​ | ​ | Amount | ​ | Yield (1) | ​ | ​ | ​ | Amount | ​ | Yield (1) | ​ | ​ | ​ | Amount | ​ | Yield (1) | ​ | ​
U.S. Treasury | ​ | $ | — | ​ | - | % | ​ | $ | 82,839 | ​ | 1.27 | % | ​ | $ | — | ​ | - | % | ​ | $ | — | ​ | - | % | ​ | $ | 82,839 | ​ | 1.27 | % | ​
U.S. Government agencies | ​ | ​ | — | ​ | - | ​ | ​ | ​ | 79 | ​ | 5.37 | ​ | ​ | ​ | 34,421 | ​ | 5.77 | ​ | ​ | ​ | — | ​ | - | ​ | ​ | ​ | 34,500 | ​ | 5.77 | ​ | ​
State and political subdivisions | ​ |  | 565 | ​ | 3.80 | ​ | ​ |  | 3,856 | ​ | 2.97 | ​ | ​ |  | 5,550 | ​ | 3.60 | ​ | ​ |  | 11,894 | ​ | 4.32 | ​ | ​ |  | 21,865 | ​ | 3.88 | ​ | ​
Other debt securities | ​ |  | 4,250 | ​ | 4.98 | ​ | ​ |  | 11,754 | ​ | 8.81 | ​ | ​ |  | 23,819 | ​ | 4.82 | ​ | ​ |  | 500 | ​ | 4.50 | ​ | ​ |  | 40,323 | ​ | 6.00 | ​ | ​
Mortgage-backed securities | ​ |  | 17 | ​ | 2.03 | ​ | ​ |  | 29,632 | ​ | 4.16 | ​ | ​ |  | 102,328 | ​ | 3.57 | ​ | ​ |  | 213,318 | ​ | 3.79 | ​ | ​ |  | 345,295 | ​ | 3.76 | ​ | ​
Total securities | ​ | $ | 4,832 | ​ | 4.83 | ​ | ​ | $ | 128,160 | ​ | 2.68 | ​ | ​ | $ | 166,118 | ​ | 4.20 | ​ | ​ | $ | 225,712 | ​ | 3.82 | ​ | ​ | $ | 524,822 | ​ | 3.67 | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Held-to-maturity: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Treasury | ​ | $ | — | ​ | - | % | ​ | $ | — | ​ | - | % | ​ | $ | — | ​ | - | % | ​ | $ | — | ​ | - | % | ​ | $ | — | ​ | - | % | ​
U.S. Government agencies | ​ | ​ | — | ​ | - | ​ | ​ | ​ | 6,140 | ​ | 1.86 | ​ | ​ | ​ | 41,354 | ​ | 1.86 | ​ | ​ | ​ | — | ​ | - | ​ | ​ | ​ | 47,494 | ​ | 1.86 | ​ | ​
State and political subdivisions | ​ |  | — | ​ | - | ​ | ​ |  | 721 | ​ | 1.32 | ​ | ​ |  | 9,821 | ​ | 1.93 | ​ | ​ |  | 40,589 | ​ | 2.21 | ​ | ​ |  | 51,131 | ​ | 2.14 | ​ | ​
Other debt securities | ​ |  | — | ​ | - | ​ | ​ |  | — | ​ | - | ​ | ​ |  | — | ​ | - | ​ | ​ |  | — | ​ | - | ​ | ​ |  | — | ​ | - | ​ | ​
Mortgage-backed securities | ​ |  | — | ​ | - | ​ | ​ |  | — | ​ | - | ​ | ​ |  | 4,718 | ​ | 2.14 | ​ | ​ |  | 21,177 | ​ | 2.12 | ​ | ​ |  | 25,895 | ​ | 2.12 | ​ | ​
Total securities | ​ | $ | — | ​ | - | ​ | ​ | $ | 6,861 | ​ | 1.80 | ​ | ​ | $ | 55,893 | ​ | 1.90 | ​ | ​ | $ | 61,766 | ​ | 2.18 | ​ | ​ | $ | 124,520 | ​ | 2.03 | ​ | ​

| (1) | Based on amortized cost, taxable equivalent basis

Deposits

Deposits are the primary source of funds for the Company’s lending and investing activities. The Company provides a range of deposit services to businesses and individuals, including noninterest-bearing checking accounts, interest-bearing checking accounts, savings accounts, money market accounts, Individual Retirement Accounts and certificates of deposit.. These accounts generally earn interest at rates the Company establishes based on market factors and the anticipated amount and timing of funding needs. The establishment or continuity of a core deposit relationship can be a factor in loan pricing decisions. While the Company’s primary focus is on establishing customer relationships to attract core deposits, at times, the Company uses brokered deposits and other wholesale deposits to supplement its funding sources. As of June 30, 2025, brokered deposits represented approximately 5.52% of total deposits.

The following tables summarize the average balances outstanding and average interest rates for each major category of deposits for the three and six month periods ending June 30, 2025, and 2024, respectively (dollars in thousands):

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Three Months Ended | ​
​ | ​ | June 30, 2025 | ​ | June 30, 2024 | ​
​ |  | Average |  | % of |  | Average |  | Average |  | % of |  | Average |
​ | ​ | Balance | ​ | Total | ​ | Rate | ​ | Balance | ​ | Total | ​ | Rate | ​
Noninterest-bearing demand | ​ | $ | 898,428 |  | 18.9 | % | — | % | $ | 888,693 |  | 20.6 | % | — | %
Interest-bearing demand | ​ |  | 835,394 |  | 17.6 | % | 1.82 | % |  | 983,433 |  | 22.8 | % | 2.43 | %
Money market and savings | ​ |  | 2,104,236 |  | 44.3 | % | 3.00 | % |  | 1,909,125 |  | 44.3 | % | 3.48 | %
Time deposits | ​ |  | 914,658 |  | 19.2 | % | 3.84 | % |  | 528,985 |  | 12.3 | % | 3.77 | %
Total average deposits | ​ | $ | 4,752,716 |  | 100.0 | % | 2.39 | % | $ | 4,310,236 |  | 100.0 | % | 2.56 | %

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended | ​ | Six Months Ended | ​
​ | ​ | June 30, 2025 | ​ | June 30, 2024 | ​
​ |  | Average |  | % of |  | Average |  | Average |  | % of |  | Average |
​ | ​ | Balance | ​ | Total | ​ | Rate | ​ | Balance | ​ | Total | ​ | Rate | ​
Noninterest-bearing demand | ​ | $ | 891,293 |  | 18.9 | % | — | % | $ | 880,767 |  | 20.4 | % | — | %
Interest-bearing demand | ​ |  | 841,077 |  | 17.8 | % | 1.80 | % |  | 989,790 |  | 22.9 | % | 2.44 | %
Money market and savings | ​ |  | 2,084,296 |  | 44.3 | % | 2.98 | % |  | 1,906,990 |  | 44.3 | % | 3.45 | %
Time deposits | ​ |  | 897,889 |  | 19.0 | % | 3.88 | % |  | 535,389 |  | 12.4 | % | 3.68 | %
Total average deposits | ​ | $ | 4,714,555 |  | 100.0 | % | 2.38 | % | $ | 4,312,936 |  | 100.0 | % | 2.54 | %

​

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The Company believes its deposit product offerings are properly structured to attract and retain core deposit relationships. The average cost of interest-bearing deposits for the three months ended June 30, 2025, and 2024, was 2.95% and 3.23%, respectively. The cost decrease was primarily attributable to the rate decreases by the Federal Reserve. The average cost of interest-bearing deposits for the six months ended June 30, 2025, and 2024, was 2.93% and 3.19%, respectively. The cost decrease was primarily attributable to rate decreases by the Federal Reserve.

Total deposits as of June 30, 2025, were $4.87 billion, which was an increase of $185.6 million from December 31, 2024. This overall increase was driven primarily by increases in other time deposits of $95.2 million, money market deposits of $85.1 million and interest-bearing demand deposits of $7.1 million and the issuance of brokered deposits of $56.9 million, offset by a decline in noninterest demand deposits of $58.6 million. As of June 30, 2025, the Company had outstanding time deposits under $250,000 with balances of $636.9 million and time deposits over $250,000 with balances of $359.8 million.

The following table summarizes the maturities of time deposits $250,000 or more (in thousands).

​

​ | ​ | ​ | ​
​ |  | June 30,
​ | ​ | 2025
Three months or less | ​ | $ | 127,495
Three to six months | ​ |  | 79,558
Six to twelve months | ​ |  | 123,693
More than twelve months | ​ |  | 29,099
Total | ​ | $ | 359,845

​

Borrowings

The Company uses short-term borrowings and long-term debt to provide both funding and, to a lesser extent, regulatory capital using debt at the Company level which can be down-streamed as Tier 1 capital to the Bank. Borrowings totaled $7.0 million at June 30, 2025, and consisted of short-term borrowings of $4.0 million, and $3.0 million of securities sold under repurchase agreements. Long-term debt totaled $39.7 million at June 30, 2025, and December 31, 2024, respectively, and consisted entirely of subordinated debt. For more information regarding our borrowings, see “Part I - Item 1. Consolidated Financial Statements – Note 6 – Borrowings, Line of Credit and Subordinated Debt” of this report.

Capital Resources

The Company uses leverage analysis to examine the potential of the institution to increase assets and liabilities using the current capital base. The key measurements included in this analysis are the Bank’s Common Equity Tier 1 capital, Tier 1 capital, leverage and total capital ratios. At June 30, 2025 and December 31, 2024, our capital ratios, including our Bank’s capital ratios, exceeded regulatory minimum capital requirements. From time to time, we may be required to support the capital needs of our bank subsidiary. We believe we have various capital raising techniques available to us to provide for the capital needs of our bank, if necessary. For more information regarding our capital, leverage and total capital ratios, see “Part I - Item 1. Consolidated Financial Statements – Note 12 – Regulatory Matters” of this report.

Liquidity and Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing and depository needs of its customers. At June 30, 2025, we had $957.2 million of pre-approved but unused lines of credit and $19.5 million of standby letters of credit. These commitments generally have fixed expiration dates, and many will expire without being drawn upon. The total commitment level does not necessarily represent future cash requirements. If needed to fund these outstanding commitments, the Bank has the ability to liquidate federal funds sold or securities available-for-sale, or on a short-term basis to borrow and purchase federal funds from other financial institutions. For more information regarding our off-balance sheet arrangements, see “Part I - Item 1. Consolidated Financial Statements – Note 8 – Commitments and Contingent Liabilities” of this report.

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Market Risk and Liquidity Risk Management

The Bank’s Asset Liability Management Committee (“ALCO”) oversees market risk management and establishes risk measures, limits on policy guidelines for managing the amount of interest rate risk and its effect on net interest income and capital. A variety of measures are used to provide for a comprehensive overview of the Company’s magnitude of interest rate risk, the distribution of risk, the level of risk over time and the exposure to changes in certain interest rate relationships. We utilize an independent third-party earnings simulation model as the primary quantitative tool in measuring the amount of interest rate risk associated with changing market rates. The model quantifies the effects of various interest rate scenarios on projected net interest income and net income over the next 12-24 months. The model measures the impact on net interest income relative to a flat-rate case scenario of hypothetical fluctuations in interest rates over the next 12-24 months. These simulations incorporate assumptions regarding balance sheet growth and mix, pricing and the repricing and maturity characteristics of the existing and projected balance sheet. The impact of interest rate, caps and floors is also included in the model. Other interest rate-related risks such as prepayment, basis and option risk are also considered. In addition, third parties will join the meetings of ALCO to provide feedback regarding future balance sheet structure, earnings and liquidity strategies. ALCO continuously monitors and manages the balance between interest rate-sensitive assets and liabilities. The objective is to manage the impact of fluctuating market rates on net interest income within acceptable levels. In order to meet this objective, management may lengthen or shorten the duration of assets or liabilities.

Interest Rate Sensitivity

Interest rate sensitivity refers to the responsiveness of interest-earning assets and interest-bearing liabilities to changes in market interest rates. In the normal course of business, we are exposed to market risk arising from fluctuations in interest rates. ALCO measures and evaluates the interest rate risk so that we can meet customer demands for various types of loans and leases and deposits. ALCO determines the most appropriate amounts of on-balance sheet and off-balance sheet items. The primary measurements we use to help us manage interest rate sensitivity are an earnings simulation model and an economic value of equity model. These measurements are used in conjunction with competitive pricing analysis and are further described below.

Earnings Simulation Model. We believe interest rate risk is effectively measured by our earnings simulation modeling. Earning assets, interest-bearing liabilities and off-balance sheet financial instruments are combined with simulated forecasts of interest rates for the next 12 months. To limit interest rate risk, we have guidelines for our earnings at risk which seek to limit the variance of net interest income in instantaneous changes to interest rates. We also periodically monitor simulations based on various rate scenarios such as non-parallel shifts or 12-month ramp in market interest rates over time. For changes up or down in rates from our static interest rate forecast over the next 12 months, limits in the decline in net interest income are as follows:

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​ | ​ | ​
​ | ​ | Estimated % Change in Net Interest Income Over 12 Months
June 30, 2025: |  | ​
Instantaneous, Parallel Change in Prevailing Interest Rates Equal to: | ​ | ​
100 basis points increase |  | (1.65)%
200 basis points increase |  | (3.27)%
100 basis points decrease |  | 1.02%
200 basis points decrease | ​ | 1.91%

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​ | ​ | ​
​ | ​ | Estimated % Change in Net Interest Income Over 12 Months
June 30, 2025: |  | ​
12-month RAMP, Parallel Change in Prevailing Interest Rates Equal to: | ​ | ​
100 basis points increase |  | (0.68)%
200 basis points increase |  | (1.36)%
100 basis points decrease |  | 0.39%
200 basis points decrease | ​ | 0.73%

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Economic Value of Equity Our economic value of equity model measures the extent that estimated economic values of our assets, liabilities and off-balance sheet items will change as a result of interest rate changes. Economic values are determined by discounting expected cash flows from assets, liabilities and off-balance sheet items, which establishes a base case economic value of equity.

To help monitor our related risk, we’ve established the following policy limits regarding simulated changes in our economic value of equity:

​ | ​ | ​
​ | ​ | Current Estimated Instantaneous Rate Change
June 30, 2025: | ​ | ​
Instantaneous, Parallel Change in Prevailing Interest Rates Equal to: |  |
100 basis points increase |  | (1.22)%
200 basis points increase |  | (3.13)%
100 basis points decrease | ​ | 2.76%
200 basis points decrease | ​ | 3.97%

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At June 30, 2025, our model results indicated that we were within our policy limits.

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Liquidity Risk Management

The purpose of liquidity risk management is to ensure that there are sufficient cash flows to satisfy loan and lease demand, deposit withdrawals, and our other needs. Traditional sources of liquidity for a bank include asset maturities and growth in core deposits. A bank may achieve its desired liquidity objectives from the management of its assets and liabilities and by internally generated funding through its operations. Funds invested in marketable instruments that can be readily sold and the continuous maturing of other earning assets are sources of liquidity from an asset perspective. The liability base provides sources of liquidity through attraction of increased deposits and borrowing funds from various other institutions.

Changes in interest rates also affect our liquidity position. We currently price deposits in response to market rates and intend to continue this policy. If deposits are not priced in response to market rates, a loss of deposits could occur which would negatively affect our liquidity position.

Scheduled loan and lease payments are a relatively stable source of funds, but loan and lease payoffs and deposit flows fluctuate significantly, being influenced by interest rates, general economic conditions and competition. Additionally, debt securities are subject to prepayment and call provisions that could accelerate their payoff prior to stated maturity. We attempt to price our deposit products to meet our asset/liability objectives consistent with local market conditions. Our ALCO is responsible for monitoring our ongoing liquidity needs. Our regulators also monitor our liquidity and capital resources on a periodic basis.

The Company has $4.8 million in securities that mature throughout the next 12 months. The Company also has unused borrowing capacity in the amount of $1.22 billion available with the Federal Reserve, Federal Home Loan Bank, several correspondent banks and a line of credit. With these sources of funds, the Company currently anticipates adequate liquidity to meet the expected obligations of its customers.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information presented in the Market Risk and Liquidity Risk Management section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this report is incorporated herein by reference.

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ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, including SmartFinancial’s Chief Executive Officer and Chief Financial Officer, SmartFinancial has evaluated the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of June 30, 2025 (the “Evaluation Date”). Based on such evaluation, SmartFinancial’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, SmartFinancial’s disclosure controls and procedures were effective to ensure that information required to be disclosed by SmartFinancial in the reports that it files or submits under the Exchange Act is (i) accumulated and communicated to SmartFinancial’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decision regarding the required disclosure and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes in SmartFinancial’s internal control over financial reporting during SmartFinancial’s fiscal quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, SmartFinancial’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

SmartFinancial, Inc. and its wholly owned subsidiary, SmartBank, are periodically involved as a plaintiff or a defendant in various legal actions in the ordinary course of business. While the outcome of these matters is not currently determinable, management does not expect the disposition of any of these matters to have a material adverse impact on the Company’s financial condition, financial statements or results of operations.

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Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed under “Part I – Item 1A – Risk Factors” in our Form 10-K for the year ended December 31, 2024. These factors could materially and adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. Please be aware that these risks may change over time and other risks may prove to be important in the future.

There are no material changes during the period covered by this report to the risk factors previously disclosed in our Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

| (a) | Not applicable

| (b) | Not applicable

| (c) | Issuer Purchases of Registered Equity Securities

On November 20, 2018, the Company announced that its board of directors had authorized a stock repurchase plan pursuant to which the Company may purchase up to $10.0 million in shares of the Company’s outstanding common stock. Stock repurchases under the plan will be made from time to time in the open market, at the discretion of the management of the Company, and in accordance with applicable legal requirements. The stock repurchase plan does not obligate the Company to repurchase any dollar amount or number of shares, and the program may be extended, modified, amended, suspended, or discontinued at any time. As of June 30, 2025, we have purchased $8.5 million of the authorized $10.0 million and may purchase up to an additional $1.5 million in the Company’s outstanding common stock.

The following table summarizes the Company’s repurchase activity during the three months ended June 30, 2025.

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Maximum
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Number (or
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Approximate
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Dollar Value) of
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Shares That May
​ | ​ | ​ | ​ | ​ | ​ | ​ | Total Number of Shares | ​ | Yet Be Purchased
​ | ​ | Total Number of | ​ | Weighted | ​ | Purchased as Part of | ​ | Under the Plans
​ | ​ | Shares | ​ | Average Price Paid | ​ | Publicly Announced | ​ | or Programs (in
Period |  | Repurchased |  | Per Share |  | Plans or Programs |  | thousands)
April 1, 2025 to April 30, 2025 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 1,546
May 1, 2025 to May 31, 2025 |  | — | ​ | ​ | — | ​ | — | ​ | ​ | 1,546
June 1, 2025 to June 30, 2025 |  | — | ​ | ​ | — | ​ | — | ​ | ​ | 1,546
Total | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 1,546

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Item 3. Defaults Upon Senior Securities.

None.

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Item 4. Mine Safety Disclosures.

Not Applicable.

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Item 5. Other Information.

| (a) | Not applicable

| (b) | Not applicable

| (c) | Pursuant to Item 408(a) of Regulation S-K, none of the Company's directors or executive officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025.

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Item 6. Exhibits

​ | ​ | ​ | ​ | ​
Exhibit No. |  | Description |  | Location
3.1 | ​ | Second Amended and Restated Charter of SmartFinancial, Inc. | ​ | Incorporated by reference to Exhibit 3.3 to Form 8-K filed September 2, 2015
3.2 | ​ | Second Amended and Restated Bylaws of SmartFinancial, Inc. | ​ | Incorporated by reference to Exhibit 3.1 to Form 8-K filed October 26, 2015
10.1 | ​ | The Third Amendment to Loan and Security Agreement, dated as of May 1, 2025, by and between SmartFinancial, Inc., as Borrower, and ServisFirst Bank, as Lender. | ​ | Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 1, 2025.
10.2 | ​ | The Amended and Restated Revolving Note, dated as of May 1, 2025, by and between SmartFinancial, Inc., as Borrower, and ServisFirst Bank, as Lender. | ​ | Incorporated by reference to Exhibit 10.2 to Form 8-K filed May 1, 2025.
10.3 | ​ | SmartFinancial, Inc. Omnibus Incentive Plan | ​ | Incorporated by reference to Exhibit 99.1 to Form 8-K filed May 22, 2025.
10.4 | ​ | Form of Employee Restricted Stock Award Certificate | ​ | Filed herewith.
10.5 | ​ | Form of Non-Employee Director Restricted Stock Award Certificate | ​ | Filed herewith.
31.1 | ​ | Certification pursuant to Rule 13a -14(a)/15d-14(a) | ​ | Filed herewith.
31.2 | ​ | Certification pursuant to Rule 13a -14(a)/15d-14(a) | ​ | Filed herewith.
32.1 | ​ | Certification pursuant to 18 USC Section 1350 -Sarbanes-Oxley Act of 2002 | ​ | Furnished herewith.
32.2 | ​ | Certification pursuant to 18 USC Section 1350 -Sarbanes-Oxley Act of 2002 | ​ | Furnished herewith.
101 | ​ | Interactive Data Files (formatted as Inline XBRL) | ​ | Filed herewith.
104 | ​ | Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101) | ​ | Filed herewith

* Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request.

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SIGNATURES

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

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​ | ​ | ​
​ | ​ | SmartFinancial, Inc.
​ | ​ | ​
Date: | August 11, 2025 | /s/ William Y. Carroll, Jr.
​ | ​ | William Y. Carroll, Jr.
​ | ​ | President and Chief Executive Officer
​ | ​ | (principal executive officer)
​ | ​ | ​
Date: | August 11, 2025 | /s/ Ronald J. Gorczynski
​ | ​ | Ronald J. Gorczynski
​ | ​ | Executive Vice President and Chief Financial Officer
​ | ​ | (principal financial officer and accounting officer)

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