UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


			FORM			10-Q

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

For the quarterly period ended ~~March 31,~~September 30, 2023

☐ 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: 001-36682


			VERITEX HOLDINGS, INC.
			(Exact name of registrant as specified in its charter)


Texas		27-0973566
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification no.)

8214 Westchester Drive, Suite 800
Dallas,	Texas	75225
(Address of principal executive offices)		(Zip code)


			(972)			349-6200
			(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01

VBTX

Nasdaq Global Market

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter 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 an 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. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark 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 ~~May 9,~~October 29, 2023, there were ~~54,247,973~~ 54,322,428 outstanding shares of the registrant’s common stock, par value $0.01 per share.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

as of ~~March 31,~~September 30, 2023 and December 31, 2022

(Dollars in thousands, except par value and share information)
March 31, December 31,
2023 2022
(Unaudited)
ASSETS
Cash and due from banks $ 57,628 $ 60,551
Interest bearing deposits in other banks 750,767 375,526
Total cash and cash equivalents 808,395 436,077
Debt securities available-for-sale (“AFS”), at fair value 966,123 1,096,292
Debt securities held-to-maturity (“HTM”) (fair value of $161,778 and $158,781, at March 31, 2023 and December 31, 2022, respectively) 184,836 186,168
Equity securities 20,522 19,864
Investment in unconsolidated subsidiaries 1,018 1,018
Federal Home Loan Bank of Dallas (“FHLB”) Stock and Federal Reserve Bank (“FRB”) Stock 116,081 101,568
Total investments 1,288,580 1,404,910
Loans held for sale (“LHFS”) 42,816 20,641
Loans held for investment (“LHI”), mortgage warehouse (“MW”) 437,501 446,227
LHI, excluding MW 9,237,159 9,036,424
Less: Allowance for credit losses (“ACL”) (98,694) (91,052)
Total LHI, net 9,575,966 9,391,599
Bank-owned life insurance (“BOLI”) 84,962 84,496
Premises and equipment, net 107,540 108,824
Intangible assets, net of accumulated amortization 51,086 53,213
Goodwill 404,452 404,452
Other assets 245,690 250,149
Total assets $ 12,609,487 $ 12,154,361
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing deposits $ 2,212,389 $ 2,640,617
Interest-bearing transaction and savings deposits 3,492,011 3,738,535
Certificates and other time deposits 2,896,870 2,086,642
Correspondent money market deposits 433,468 657,440
Total deposits 9,034,738 9,123,234
Accounts payable and other liabilities 171,985 177,579
Advances from FHLB 1,680,000 1,175,000
Subordinated debentures and subordinated notes 229,027 228,775
Total liabilities 11,115,750 10,704,588
Stockholders’ equity:
Common stock, $0.01 par value:
Authorized shares - 75,000,000
Issued shares - 60,867,127 and 60,668,049 at March 31, 2023 and December 31, 2022, respectively 609 607
Additional paid-in capital (“APIC”) 1,308,345 1,306,852
Retained earnings 406,873 379,299
Accumulated other comprehensive (loss) income (“AOCI”) (54,508) (69,403)
Treasury stock, 6,638,094 and 6,638,094 shares at cost at March 31, 2023 and December 31, 2022, respectively (167,582) (167,582)
Total stockholders’ equity 1,493,737 1,449,773
Total liabilities and stockholders’ equity $ 12,609,487 $ 12,154,361


	September 30,		December 31,
	2023		2022
	(Unaudited)
ASSETS
Cash and due from banks	$	53,702	$	60,551
Interest bearing deposits in other banks	659,706		375,526
Total cash and cash equivalents	713,408		436,077
Debt securities available-for-sale (“AFS”), at fair value	879,083		1,096,292
Debt securities held-to-maturity (“HTM”) (fair value of $147,836 and $158,781, at September 30, 2023 and December 31, 2022, respectively)	181,546		186,168
Equity securities	20,713		19,864

Investment in unconsolidated subsidiaries	1,018		1,018
Federal Home Loan Bank of Dallas (“FHLB”) Stock and Federal Reserve Bank (“FRB”) Stock	59,138		101,568
Total investments	1,141,498		1,404,910
Loans held for sale (“LHFS”)	41,313		20,641

Loans held for investment (“LHI”), mortgage warehouse (“MW”)	390,767		446,227
LHI, excluding MW	9,237,447		9,036,424
Less: Allowance for credit losses (“ACL”)	(109,831)		(91,052)
Total LHI, net	9,518,383		9,391,599
Bank-owned life insurance (“BOLI”)	84,867		84,496
Premises and equipment, net	106,118		108,824

Intangible assets, net of accumulated amortization	44,294		53,213
Goodwill	404,452		404,452
Other assets	291,998		250,149
Total assets	$	12,346,331	$	12,154,361
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing deposits	$	2,363,340	$	2,640,617
Interest-bearing transaction and savings deposits	3,936,070		3,514,729
Certificates and other time deposits	3,403,427		2,086,642
Correspondent money market deposits	493,681		881,246
Total deposits	10,196,518		9,123,234
Accounts payable and other liabilities	229,116		177,579
Advances from FHLB	200,000		1,175,000
Subordinated debentures and subordinated notes	229,531		228,775

Total liabilities	10,855,165		10,704,588

Stockholders’ equity:
Common stock, $0.01 par value:
Authorized shares - 75,000,000
Issued shares - 60,942,883 and 60,668,049 at September 30, 2023 and December 31, 2022, respectively	609		607

Additional paid-in capital (“APIC”)	1,314,459		1,306,852
Retained earnings	451,513		379,299
Accumulated other comprehensive loss (“AOCI”)	(107,833)		(69,403)
Treasury stock, 6,638,094 and 6,638,094 shares at cost at September 30, 2023 and December 31, 2022, respectively	(167,582)		(167,582)
Total stockholders’ equity	1,491,166		1,449,773
Total liabilities and stockholders’ equity	$	12,346,331	$	12,154,361

See accompanying Notes to Consolidated Financial Statements.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)

For the Three and Nine Months Ended ~~March 31,~~September 30, 2023 and 2022

(Dollars in thousands, except per share amounts)


		Three Months Ended March 31,					Three Months Ended September 30,				Nine Months Ended September 30,
			2023		2022				2023		2022		2023		2022
INTEREST AND DIVIDEND INCOME	INTEREST AND DIVIDEND INCOME							INTEREST AND DIVIDEND INCOME
Interest and fees on loans	Interest and fees on loans		$	151,707	$	71,443		Interest and fees on loans	$	167,368	$	109,199	$	482,802	$	262,833
Debt securities	Debt securities		10,988		7,762			Debt securities	10,928		10,462		32,082		27,856
Deposits in financial institutions and Fed Funds sold	Deposits in financial institutions and Fed Funds sold		5,534		262			Deposits in financial institutions and Fed Funds sold	7,128		1,898		20,169		2,874
Equity securities and other investments	Equity securities and other investments		1,408		910			Equity securities and other investments	1,691		1,666		4,217		3,633
Total interest and dividend income	Total interest and dividend income		169,637		80,377			Total interest and dividend income	187,115		123,225		539,270		297,196
INTEREST EXPENSE	INTEREST EXPENSE							INTEREST EXPENSE
Transaction and savings deposits	Transaction and savings deposits		29,857		1,751			Transaction and savings deposits	39,936		12,897		102,750		18,742
Certificates and other time deposits	Certificates and other time deposits		20,967		1,380			Certificates and other time deposits	36,177		3,919		85,244		6,764
Advances from FHLB	Advances from FHLB		12,358		1,547			Advances from FHLB	8,523		2,543		38,443		4,924
Subordinated debentures and subordinated notes	Subordinated debentures and subordinated notes		3,066		2,659			Subordinated debentures and subordinated notes	3,118		2,826		9,252		8,206
Total interest expense	Total interest expense		66,248		7,337			Total interest expense	87,754		22,185		235,689		38,636
NET INTEREST INCOME	NET INTEREST INCOME		103,389		73,040			NET INTEREST INCOME	99,361		101,040		303,581		258,560
Provision (benefit) for credit losses			9,385		(500)
Provision for credit losses on unfunded commitments			1,497		493
Provision for credit losses								Provision for credit losses	8,627		6,650		33,012		15,150
(Benefit) provision for credit losses on unfunded commitments								(Benefit) provision for credit losses on unfunded commitments	(909)		850		(541)		1,343
Net interest income after provision (benefit) for credit losses	Net interest income after provision (benefit) for credit losses		92,507		73,047			Net interest income after provision (benefit) for credit losses	91,643		93,540		271,110		242,067
NONINTEREST INCOME	NONINTEREST INCOME							NONINTEREST INCOME
Service charges and fees on deposit accounts	Service charges and fees on deposit accounts		5,017		4,710			Service charges and fees on deposit accounts	5,159		5,217		15,448		14,966
Loan fees	Loan fees		2,064		2,794			Loan fees	1,564		2,786		5,148		7,965
Loss on sales of debt securities	Loss on sales of debt securities		(5,321)		—			Loss on sales of debt securities	—		—		(5,321)		—
Gain on sale of mortgage LHFS	Gain on sale of mortgage LHFS		6		307			Gain on sale of mortgage LHFS	21		16		67		546
Government guaranteed loan income, net	Government guaranteed loan income, net		9,688		4,891			Government guaranteed loan income, net	1,772		572		15,604		6,252
Equity method investment (loss) income	Equity method investment (loss) income		(1,521)		367			Equity method investment (loss) income	(136)		(1,058)		(1,172)		275
Customer swap income	Customer swap income		217		946			Customer swap income	202		3,358		1,380		5,625
Other	Other		3,381		1,082			Other	1,092		2,130		5,743		2,867
Total noninterest income	Total noninterest income		13,531		15,097			Total noninterest income	9,674		13,021		36,897		38,496
NONINTEREST EXPENSE	NONINTEREST EXPENSE							NONINTEREST EXPENSE
Salaries and employee benefits	Salaries and employee benefits		31,865		27,513			Salaries and employee benefits	30,949		29,714		91,464		84,151
Occupancy and equipment	Occupancy and equipment		4,973		4,517			Occupancy and equipment	4,881		4,615		14,681		13,628
Professional and regulatory fees	Professional and regulatory fees		4,389		3,158			Professional and regulatory fees	7,283		3,718		18,540		9,741
Data processing and software expense	Data processing and software expense		4,720		2,921			Data processing and software expense	4,541		3,509		13,970		9,816
Marketing	Marketing		1,779		1,187			Marketing	2,353		1,845		6,759		5,338
Amortization of intangibles	Amortization of intangibles		2,495		2,495			Amortization of intangibles	2,437		2,494		7,400		7,484
Telephone and communications	Telephone and communications		478		385			Telephone and communications	362		389		1,195		1,126
Merger and acquisition (“M&A”) expense	Merger and acquisition (“M&A”) expense		—		700			Merger and acquisition (“M&A”) expense	—		384		—		1,379
Other	Other		5,916		3,696			Other	6,608		4,323		19,217		13,053
Total noninterest expense	Total noninterest expense		56,615		46,572			Total noninterest expense	59,414		50,991		173,226		145,716
Income before income tax expense	Income before income tax expense		49,423		41,572			Income before income tax expense	41,903		55,570		134,781		134,847
Income tax expense	Income tax expense		11,012		8,102			Income tax expense	9,282		12,248		30,019		28,429
NET INCOME	NET INCOME		$	38,411	$	33,470		NET INCOME	$	32,621	$	43,322	$	104,762	$	106,418

Basic earnings per share (“EPS”)	Basic earnings per share (“EPS”)		$	0.71	$	0.66		Basic earnings per share (“EPS”)	$	0.60	$	0.80	$	1.93	$	2.01
Diluted EPS	Diluted EPS		$	0.70	$	0.65		Diluted EPS	$	0.60	$	0.79	$	1.92	$	1.98

See accompanying Notes to Consolidated Financial Statements.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

For the Three and Nine Months Ended ~~March 31,~~September 30, 2023 and 2022

(Dollars in thousands)

Three Months Ended
March 31,
2023 2022
NET INCOME $ 38,411 $ 33,470
OTHER COMPREHENSIVE INCOME
Net unrealized gains (losses) on debt securities AFS:
Change in net unrealized gain (loss) on debt securities AFS during the period, net 2,547 (49,076)
Amortization from transfer of debt securities from AFS to HTM 3,622 4,255
Reclassification adjustment for net losses included in net income 5,321 —
Net unrealized gain (loss) on debt securities AFS 11,490 (44,821)
Net unrealized gain (loss) on derivative instruments designated as cash flow hedges 7,078 (13,381)
Other comprehensive gain (loss), before tax 18,568 (58,202)
Income tax benefit (expense) 3,673 (13,114)
Other comprehensive gain (loss), net of tax 14,895 (45,088)
COMPREHENSIVE INCOME (LOSS) $ 53,306 $ (11,618)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
NET INCOME	$	32,621	$	43,322	$	104,762	$	106,418
OTHER COMPREHENSIVE INCOME
Net unrealized (losses) gains on debt securities AFS:
Change in net unrealized loss on debt securities AFS during the period, net	(19,068)		(48,572)		(38,496)		(137,022)
(Accretion) amortization from transfer of debt securities from AFS to HTM	(168)		(154)		3,289		3,950
Reclassification adjustment for net losses included in net income	—		—		5,321		—
Net unrealized loss on debt securities AFS	(19,236)		(48,726)		(29,886)		(133,072)

Net unrealized loss on derivative instruments designated as cash flow hedges	(11,917)		(18,416)		(19,872)		(43,370)

Other comprehensive loss, before tax	(31,153)		(67,142)		(49,758)		(176,442)
Income tax benefit	(6,507)		(14,067)		(11,328)		(37,881)
Other comprehensive loss, net of tax	(24,646)		(53,075)		(38,430)		(138,561)
COMPREHENSIVE INCOME (LOSS)	$	7,975	$	(9,753)	$	66,332	$	(32,143)

See accompanying Notes to Consolidated Financial Statements.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

For the Three and Nine Months Ended ~~March 31,~~September 30, 2023 and 2022

(InDollars in thousands, except ~~for shares)~~share data)

Three Months Ended March 31, 2023
Common Stock Treasury Stock APIC Retained
Earnings AOCI Total
Shares Amount Shares Amount
Balance at December 31, 2022 54,029,955 $ 607 6,638,094 $ (167,582) $ 1,306,852 $ 379,299 $ (69,403) $ 1,449,773
Restricted stock units (“RSU”) vested, net of 71,465 shares withheld to cover taxes 161,081 2 — — (1,928) — — (1,926)
Exercise of employee stock options, net of 121 and 9,729 shares withheld to cover taxes and exercise, respectively 37,997 — — — 534 — — 534
Stock based compensation — — — 2,887 — 2,887
Net income — — — — — 38,411 — 38,411
Dividends paid — — — — — (10,837) — (10,837)
Other comprehensive income — — — — — — 14,895 14,895
Balance at March 31, 2023 54,229,033 $ 609 6,638,094 $ (167,582) $ 1,308,345 $ 406,873 $ (54,508) $ 1,493,737



Three Months Ended September 30, 2023
	Common Stock			Treasury Stock			APIC		Retained Earnings		AOCI		Total
	Shares	Amount		Shares	Amount
Balance at June 30, 2023	54,260,792	$	609	6,638,094	$	(167,582)	$	1,311,687	$	429,753	$	(83,187)	$	1,491,280
Restricted stock units (“RSU”) vested, net of 12,354 shares withheld to cover taxes	41,249	—		—	—		(226)		—		—		(226)
Exercise of employee stock options	2,748	—		—	—		38		—		—		38

Stock based compensation	—	—		—	—		2,960		—				2,960

Net income	—	—		—	—		—		32,621		—		32,621
Dividends paid	—	—		—	—		—		(10,861)		—		(10,861)
Other comprehensive loss	—	—		—	—		—		—		(24,646)		(24,646)
Balance at September 30, 2023	54,304,789	$	609	6,638,094	$	(167,582)	$	1,314,459	$	451,513	$	(107,833)	$	1,491,166

Three Months Ended March 31, 2022
Common Stock Treasury Stock APIC Retained
Earnings AOCI
Shares Amount Shares Amount Total
Balance at December 31, 2021 49,372,329 $ 560 6,638,094 $ (167,582) $ 1,142,758 $ 275,273 $ 64,070 $ 1,315,079
RSUs vested, net of 67,965 shares withheld to cover taxes 187,801 2 — — (2,839) — — (2,837)
Exercise of employee stock options, net of 5,738 and 28,064 shares withheld to cover taxes and exercise, respectively 34,320 — — — 98 — — 98
Common stock follow on offering 4,314,474 43 153,826 153,869
Stock based compensation — — — — 3,318 — — 3,318
Net income — — — — — 33,470 — 33,470
Dividends paid — — — — — (9,913) — (9,913)
Other comprehensive loss — — — — — — (45,088) (45,088)
Balance at March 31, 2022 53,908,924 $ 605 6,638,094 $ (167,582) $ 1,297,161 $ 298,830 $ 18,982 $ 1,447,996


Three Months Ended September 30, 2022
	Common Stock			Treasury Stock			APIC		Retained Earnings		AOCI
	Shares	Amount		Shares	Amount								Total
Balance at June 30, 2022	53,951,037	$	606	6,638,094	$	(167,582)	$	1,300,170	$	317,664	$	(21,416)		$	1,429,442
RSUs vested, net of 1,829 shares withheld to cover taxes	26,933	—		—	—		(74)		—		—			(74)
Exercise of employee stock options	5,921	—		—	—		(40)		—		—			(40)



Stock based compensation	—	—		—	—		3,115		—		—			3,115

Net income	—	—		—	—		—		43,322		—			43,322
Dividends paid	—	—		—	—		—		(10,791)		—			(10,791)

Other comprehensive loss	—	—		—	—		—		—		(53,075)			(53,075)
Balance at September 30, 2022	53,983,891	$	606	6,638,094	$	(167,582)	$	1,303,171	$	350,195	$	(74,491)		$	1,411,899

See accompanying Notes to Consolidated Financial Statements.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity(Unaudited)

For the Three and Nine Months Ended September 30, 2023 and 2022

(Dollars in thousands, except share data)


Nine Months Ended September 30, 2023
	Common Stock			Treasury Stock			APIC		Retained Earnings		AOCI
	Shares	Amount		Shares	Amount								Total
Balance at December 31, 2022	54,029,955	$	607	6,638,094	$	(167,582)	$	1,306,852	$	379,299	$	(69,403)		$	1,449,773


RSUs vested, net of 86,779 shares withheld to cover taxes	220,755	2		—	—		(2,210)		—		—			(2,208)
Exercise of employee stock options, net of 121 and 9,729 shares withheld to cover taxes and exercise, respectively	54,079	—		—	—		803		—		—			803


Stock based compensation	—	—		—	—		9,014		—		—			9,014

Net income	—	—		—	—		—		104,762		—			104,762
Dividends paid	—	—		—	—		—		(32,548)		—			(32,548)

Other comprehensive loss	—	—		—	—		—		—		(38,430)			(38,430)
Balance at September 30, 2023	54,304,789	$	609	6,638,094	$	(167,582)	$	1,314,459	$	451,513	$	(107,833)		$	1,491,166


Nine Months Ended September 30, 2022
	Common Stock			Treasury Stock			APIC		Retained Earnings		AOCI
	Shares	Amount		Shares	Amount								Total
Balance at December 31, 2021	49,372,329	$	560	6,638,094	$	(167,582)	$	1,142,758	$	275,273	$	64,070		$	1,315,079


RSUs vested, net of 73,463 shares withheld to cover taxes	227,619	2		—	—		(3,068)		—		—			(3,066)
Exercise of employee stock options, net of 6,905 and 28,064 shares withheld to cover taxes and exercise, respectively	69,469	1		—	—		578		—		—			579


Common stock follow-on offering	4,314,474	43					153,826							153,869
Stock based compensation	—	—		—	—		9,077		—		—			9,077

Net income	—	—		—	—		—		106,418		—			106,418
Dividends paid	—	—		—	—		—		(31,496)		—			(31,496)
Other comprehensive loss	—	—		—	—		—		—		(138,561)			(138,561)
Balance at September 30, 2022	53,983,891	$	606	6,638,094	$	(167,582)	$	1,303,171	$	350,195	$	(74,491)		$	1,411,899

See accompanying Notes to Consolidated Financial Statements.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

For the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2023 and 2022

(Dollars in thousands)


		For the Three Months Ended March 31,					For the Nine Months Ended September 30,
		2023		2022			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	38,411	$	33,470	Net income	$	104,762	$	106,418
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of fixed assets and intangibles	Depreciation and amortization of fixed assets and intangibles	4,764		4,378		Depreciation and amortization of fixed assets and intangibles	14,899		14,001
Net amortization (accretion) of time deposit premium, debt discount and debt issuance costs		240		(16)
Provision (benefit) for credit losses and unfunded commitments		10,882		(7)
Net amortization of time deposit premium, debt discount and debt issuance costs						Net amortization of time deposit premium, debt discount and debt issuance costs	722		735
Provision for credit losses and unfunded commitments						Provision for credit losses and unfunded commitments	32,471		16,493
Accretion of loan discount	Accretion of loan discount	(1,014)		(1,598)		Accretion of loan discount	(2,884)		(3,953)
Stock-based compensation expense	Stock-based compensation expense	2,887		3,318		Stock-based compensation expense	9,014		9,077

Excess tax expense (benefit) from stock compensation	Excess tax expense (benefit) from stock compensation	112		(992)		Excess tax expense (benefit) from stock compensation	259		(1,082)
Net amortization of premiums on debt securities	Net amortization of premiums on debt securities	885		811		Net amortization of premiums on debt securities	1,925		3,210
Unrealized (gain) loss on equity securities recognized in earnings		(126)		513
Unrealized loss on equity securities recognized in earnings						Unrealized loss on equity securities recognized in earnings	335		1,299
Change in cash surrender value and mortality rates of BOLI	Change in cash surrender value and mortality rates of BOLI	(466)		(447)		Change in cash surrender value and mortality rates of BOLI	(371)		(836)
Loss on sales of debt securities	Loss on sales of debt securities	5,321		—		Loss on sales of debt securities	5,321		—
Change in fair value of government guaranteed loans using fair value option	Change in fair value of government guaranteed loans using fair value option	(2,239)		(379)		Change in fair value of government guaranteed loans using fair value option	(2,006)		(644)
Gain on sales of mortgage LHFS	Gain on sales of mortgage LHFS	(6)		(307)		Gain on sales of mortgage LHFS	(67)		(546)
Gain on sales of government guaranteed loans	Gain on sales of government guaranteed loans	(7,449)		(4,161)		Gain on sales of government guaranteed loans	(13,593)		(5,608)

Net impairment of servicing asset		(424)		280
Servicing asset (recoveries) impairment, net						Servicing asset (recoveries) impairment, net	(407)		1,332
Originations of LHFS	Originations of LHFS	(25,136)		(12,613)		Originations of LHFS	(52,629)		(46,831)
Proceeds from sales of LHFS	Proceeds from sales of LHFS	5,520		21,293		Proceeds from sales of LHFS	37,138		57,227

Equity method investment loss (income)	Equity method investment loss (income)	1,521		(367)		Equity method investment loss (income)	1,172		(275)

Decrease (increase) in other assets		(3,119)		(9,687)
(Decrease) increase in accounts payable and other liabilities		3,975		34,729
Increase in other assets						Increase in other assets	(34,572)		(42,425)
Increase in accounts payable and other liabilities						Increase in accounts payable and other liabilities	36,579		41,796
Net cash provided by operating activities	Net cash provided by operating activities	34,539		68,218		Net cash provided by operating activities	138,068		149,388
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:

Purchases of AFS debt securities	Purchases of AFS debt securities	(149,982)		(266,490)		Purchases of AFS debt securities	(439,633)		(452,599)
Proceeds from sales of AFS debt securities	Proceeds from sales of AFS debt securities	109,793		—		Proceeds from sales of AFS debt securities	109,793		—
Proceeds from maturities, calls and pay downs of AFS debt securities	Proceeds from maturities, calls and pay downs of AFS debt securities	175,289		33,880		Proceeds from maturities, calls and pay downs of AFS debt securities	511,343		80,183
Purchases of HTM debt securities	Purchases of HTM debt securities	—		(5,068)		Purchases of HTM debt securities	—		(17,460)
Maturity, calls and paydowns of HTM debt securities	Maturity, calls and paydowns of HTM debt securities	800		25		Maturity, calls and paydowns of HTM debt securities	3,196		3,083
Purchases of other investments		(15,045)		(91)
Proceeds from sales of equity securities		—		1,470
Proceeds (purchases) of other investments						Proceeds (purchases) of other investments	41,246		(28,547)

Sales of securities under agreements to resell						Sales of securities under agreements to resell	—		102,288
Net loans originated	Net loans originated	(134,513)		(332,290)		Net loans originated	(232,978)		(1,688,254)
Proceeds from sale of government guaranteed loans	Proceeds from sale of government guaranteed loans	(52,868)		4,910		Proceeds from sale of government guaranteed loans	82,950		33,764
Net additions (disposals) to premises and equipment		18		(1,130)
Net disposals to premises and equipment						Net disposals to premises and equipment	(1,019)		(3,231)

Net cash used in investing activities		(66,508)		(564,784)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	74,898		(1,970,773)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Net (decrease) increase in deposits		(88,484)		525,987
Net increase in advances from FHLB		505,000		224
Net increase in deposits						Net increase in deposits	1,073,318		1,384,854
Net (decrease) increase in advances from FHLB						Net (decrease) increase in advances from FHLB	(975,000)		372,438

Net change in securities sold under agreement to repurchase	Net change in securities sold under agreement to repurchase	—		927		Net change in securities sold under agreement to repurchase	—		(1,680)
Net proceeds on sale of common stock in public offering	Net proceeds on sale of common stock in public offering	—		153,869		Net proceeds on sale of common stock in public offering	—		153,869
Payments to tax authorities for stock-based compensation	Payments to tax authorities for stock-based compensation	(1,926)		(2,837)		Payments to tax authorities for stock-based compensation	(2,208)		(3,066)
Proceeds from exercise of employee stock options	Proceeds from exercise of employee stock options	534		98		Proceeds from exercise of employee stock options	803		579

Dividends paid	Dividends paid	(10,837)		(9,913)		Dividends paid	(32,548)		(31,496)

Net cash provided by financing activities	Net cash provided by financing activities	404,287		668,355		Net cash provided by financing activities	64,365		1,875,498
Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	372,318		171,789		Net increase in cash and cash equivalents	277,331		54,113
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	436,077		379,784		Cash and cash equivalents at beginning of period	436,077		379,784
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	808,395	$	551,573	Cash and cash equivalents at end of period	$	713,408	$	433,897

See accompanying Notes to Consolidated Financial Statements.

VERITEX HOLDINGS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except for per share amounts)

1. Summary of Significant Accounting Policies

Nature of Organization

In this report, the words “Veritex,” “the Company,” “we,” “us,” and “our” refer to the combined entities of Veritex Holdings, Inc. and its subsidiaries, including Veritex Community Bank. The word “Holdco” refers to Veritex Holdings, Inc. The word “the Bank” refers to Veritex Community Bank.

Veritex is a Texas state banking organization, with corporate offices in Dallas, Texas, and currently operates 18 branches located in the Dallas-Fort Worth metroplex and 1011 branches in the Houston metropolitan area. The Bank provides a full range of banking services, including commercial and retail lending and the acceptance of checking and savings deposits, to individual and corporate customers. The Texas Department of Banking and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) are the primary regulators of the Company and the Bank, and both regulatory agencies perform periodic examinations to ensure regulatory compliance.

Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of Veritex Holdings, Inc. and its subsidiaries, including Veritex Community Bank.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), but do not include all of the information and footnotes required for complete financial statements. Intercompany transactions and balances are eliminated in consolidation. In management’s opinion, these unaudited consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of the Company’s consolidated balance sheets at ~~March 31,~~September 30, 2023 and December 31, 2022, consolidated statements of income, consolidated statements of comprehensive income (loss) and consolidated changes in stockholders’ equity ~~and consolidated statements of comprehensive income~~ for the three and nine months ended ~~March 31,~~September 30, 2023 and 2022 and consolidated statements of cash flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022.

Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end and the results for the interim periods shown herein are not necessarily indicative of results to be expected for the full year due in part to global economic and financial market conditions, interest rates, access to sources of liquidity, market competition and interruptions of business processes. These unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Quarterly Reports on Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on February 28, 2023.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions may also affect disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

~~Reclassifications~~

Certain items in the Company’s prior year financial statements were reclassified to conform to the current presentation. PPP loans of $1,995 were reported separately as LHI PPP loans, carried at fair value, as of December 31, 2022 and have been reclassed to LHI, excluding MW loans.EPS

EPS is based upon the weighted average shares outstanding. The table below sets forth the reconciliation between weighted average shares used for calculating basic and diluted EPS for the three and nine months ended ~~March 31,~~September 30, 2023 and 2022:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022
Numerator:	Numerator:						Numerator:
Net income	Net income	$	38,411	$	33,470		Net income	$	32,621	$	43,322	$	104,762	$	106,418
Denominator:	Denominator:						Denominator:
Weighted average shares outstanding for basic EPS	Weighted average shares outstanding for basic EPS	54,149		50,695			Weighted average shares outstanding for basic EPS	54,300		53,979		54,233		52,886
Dilutive effect of employee stock-based awards	Dilutive effect of employee stock-based awards	457		876			Dilutive effect of employee stock-based awards	297		654		330		769
Adjusted weighted average shares outstanding	Adjusted weighted average shares outstanding	54,606		51,571			Adjusted weighted average shares outstanding	54,597		54,633		54,563		53,655
EPS:	EPS:						EPS:
Basic	Basic	$	0.71	$	0.66		Basic	$	0.60	$	0.80	$	1.93	$	2.01
Diluted	Diluted	$	0.70	$	0.65		Diluted	$	0.60	$	0.79	$	1.92	$	1.98

For the three months ended ~~March 31,~~September 30, 2023, there were ~~834~~1.3 million antidilutive shares excluded from the diluted EPS weighted average shares outstanding, 671 thousand relating to RSUs and 668 thousand relating to stock options. For the nine months ended September 30, 2023, there were 1.3 million antidilutive shares excluded from the diluted EPS weighed average shares outstanding, 645 thousand related to RSUs and 669 thousand relating to stock options.

For the three months ended September 30, 2022, there were 654 thousand antidilutive shares excluded from the diluted EPS weighted average shares outstanding 440 ~~relating~~thousand related to RSUs and 214 thousand related to stock options. For the nine months ended September 30, 2022, there were 767 thousand antidilutive shares excluded from the diluted EPS weighed average shares outstanding, 311 thousand related to RSUs and 456 thousand relating to stock options.

~~For the three months ended March 31, 2022, there were 80 antidilutive shares excluded from the diluted EPS weighted average shares outstanding related to RSUs and none related to stock options.~~Goodwill

~~Recent Accounting Pronouncements~~Goodwill resulting from a business combination represents the excess of the fair value of the consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized but is reviewed for potential impairment annually on October 31 of each fiscal year or when a triggering event occurs. The Company may first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company has an unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test, and the Company may resume performing the qualitative assessment in any subsequent period. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company proceeds to perform the quantitative goodwill impairment test. The quantitative goodwill impairment test, used to identify both the existence of potential impairment and the amount of impairment loss, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Any such adjustments to goodwill are reflected in the results of operations in the periods in which they become known.

~~ASU 2022-02, “~~

During the second quarter of 2023, the Company observed a sustained decline in the market valuation of the Company’s common stock as a result of ~~Financial Instruments - Credit Losses (Topic 326)~~significant volatility~~” (“ASU 2022-02”) eliminates~~ in the ~~guidance on troubled debt restructurings~~banking industry with multiple high-profile bank failures and ~~requires entities~~industry wide concerns related to ~~evaluate all loan modifications to determine if they~~liquidity, deposit outflows, unrealized securities losses and eroding consumer confidence in the banking system. As a result, the Company performed an interim quantitative impairment test with a trigger date of May 31, 2023. The Company determined the fair value of its reporting unit using a combination of a market and an income approach. Upon completion of the quantitative evaluation, the Company determined that the fair value of the Company's reporting unit exceeded its related carrying value, and therefore goodwill was not impaired. During the third quarter of 2023, the Company evaluated current conditions and concluded there have been no significant changes in the economic environment or projections, and no decline in fair value during the quarter. However, changing economic conditions that may adversely affect the Company's performance, the fair value of its assets and liabilities, or its stock price could result in ~~a new loan or a continuation of~~future impairment, which could adversely affect earnings in future periods. Management will continue to monitor events that could impact this conclusion in the existing loan. ASU 2022-02 also requires that entities disclose current-period gross charge-offs by year of origination for loans and leases. ASU 2022-02 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The adoption of ASU 2022-02 did not have a significant impact on our financial statements. See Note 4 - ~~LHI and ACL~~ ~~for new financial statement disclosures applicable under this standard.~~future.

ASU No. 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” ASU 2023-02 is intended to improve the accounting and disclosures for investments in tax credit structures. ASU 2023-02 allows entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. Previously, this method was only available for qualifying tax equity investments in low-income housing tax credit structures. ASU 2023-02 will be effective for us on January 1, 2024, though early adoption is permitted, and its adoption is not expected to have a significant effect on our financial statements.

2. Supplemental Statement of Cash Flows

Other supplemental cash flow information is presented below:


		Three Months Ended March 31,					Nine Months Ended September 30,
		2023		2022			2023		2022
		(in thousands)					(in thousands)
Supplemental Disclosures of Cash Flow Information:	Supplemental Disclosures of Cash Flow Information:					Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	Cash paid for interest	$	54,189	$	5,368	Cash paid for interest	$	208,668	$	34,647
Cash paid for income taxes	Cash paid for income taxes	—		—		Cash paid for income taxes	38,893		26,000
Supplemental Disclosures of Non-Cash Flow Information:	Supplemental Disclosures of Non-Cash Flow Information:					Supplemental Disclosures of Non-Cash Flow Information:

Transfer of AFS debt securities to HTM debt securities	Transfer of AFS debt securities to HTM debt securities	—		117,001		Transfer of AFS debt securities to HTM debt securities	—		117,001
Net foreclosure of OREO and repossessed assets	Net foreclosure of OREO and repossessed assets	—		1,062		Net foreclosure of OREO and repossessed assets	—		1,032

Noncash assets acquired in business combination1						Noncash assets acquired in business combination1

LHI						LHI	—		(681)

Goodwill						Goodwill	—		681

1 Represents adjustments to provisional estimates recorded during the nine months ended September 30, 2022 for the acquisition of North Avenue Capital, LLC.

3. Securities

Equity Securities With a Readily Determinable Fair Value

The Company held equity securities with a fair value of ~~$9,918~~$9,457 and $9,792 at ~~March 31,~~September 30, 2023 and December 31, 2022, respectively. The Company did not realize a loss on equity securities with a readily determinable fair value during the three and nine months ended ~~March 31,~~September 30, 2023 or 2022, respectively. The gross unrealized ~~gain (loss)~~loss recognized on equity securities with readily determinable fair values recorded in other noninterest income in the Company’s consolidated statements of income were as follows:

Three Months Ended March 31,
2023 2022
Unrealized gain (loss) recognized on equity securities with a readily determinable fair value $ 126 $ (513)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Unrealized loss recognized on equity securities with a readily determinable fair value	$	(304)	$	(429)	$	(335)	$	(1,299)

Equity Securities Without a Readily Determinable Fair Value

The Company held equity securities without a readily determinable fair values and measured at cost of ~~$10,604~~$11,256 and $10,072 as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

Securities ~~purchased under agreements~~Purchased Under Agreements to ~~resell~~Resell

As of ~~March 31,~~September 30, 2023, we held no securities purchased under agreements to resell and we recognized no interest income during the three and nine months ended ~~March 31, 2023.~~September 30, 2023 on securities purchased under agreements to resell. As of ~~March 31,~~September 30, 2022, we held no securities purchased under agreements to resell ~~of $100.8 million~~ and we recognized interest income of ~~$270 thousand~~$801 and $1,386 during the three and nine months ended ~~March 31, 2022.~~September 30, 2022, respectively, on securities purchased under agreements to resell. Securities purchased under agreements to resell typically mature 30 days from the settlement date, qualify as a secured borrowing and are measured at amortized cost.

Debt Securities

Debt securities have been classified in the consolidated balance sheets according to management’s intent. The amortized cost, related gross unrealized gains and losses, ACL and the fair value of AFS and HTM debt securities are as follows:


	September 30, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		ACL		Fair Value
AFS

Corporate bonds	$	244,487	$	1,237	$	34,910	$	—	$	210,814
Municipal securities	46,725		—		6,080		—		40,645
Mortgage-backed securities	122,595		13		20,715		—		101,893
Collateralized mortgage obligations	489,858		—		64,662		—		425,196
Asset-backed securities	34,456		319		2,800		—		31,975
Collateralized loan obligations	69,750		—		1,190		—		68,560
	$	1,007,871	$	1,569	$	130,357	$	—	$	879,083

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		ACL		Fair Value
HTM
Mortgage-backed securities	$	34,344	$	—	$	8,103	$	—	$	26,241
Collateralized mortgage obligations	34,717		—		6,208		—		28,509
Municipal securities	112,485		—		19,399		—		93,086
	$	181,546	$	—	$	33,710	$	—	$	147,836


		March 31, 2023											December 31, 2022
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		ACL		Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		ACL		Fair Value
AFS	AFS											AFS

Corporate bonds	Corporate bonds	$	244,190	$	1,218	$	23,900	$	885	$	220,623	Corporate bonds	$	268,179	$	1,445	$	17,379	$	—	$	252,245
Municipal securities	Municipal securities	46,910		57		3,345		—		43,622		Municipal securities	49,886		3		4,198		—		45,691
Mortgage-backed securities	Mortgage-backed securities	130,343		24		14,703		—		115,664		Mortgage-backed securities	156,408		23		17,420		—		139,011
Collateralized mortgage obligations	Collateralized mortgage obligations	524,593		—		41,940		—		482,653		Collateralized mortgage obligations	609,456		—		55,850		—		553,606
Asset-backed securities	Asset-backed securities	38,966		622		2,075		—		37,513		Asset-backed securities	42,015		289		2,613		—		39,691
Collateralized loan obligations	Collateralized loan obligations	69,750		—		3,702		—		66,048		Collateralized loan obligations	69,750		—		3,702		—		66,048
		$	1,054,752	$	1,921	$	89,665	$	885	$	966,123		$	1,195,694	$	1,760	$	101,162	$	—	$	1,096,292

		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		ACL		Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		ACL		Fair Value
HTM	HTM											HTM
Mortgage-backed securities	Mortgage-backed securities	$	35,999	$	—	$	6,302	$	—	$	29,697	Mortgage-backed securities	$	36,342	$	—	$	6,753	$	—	$	29,589
Collateralized mortgage obligations	Collateralized mortgage obligations	35,616		—		4,748		—		30,868		Collateralized mortgage obligations	36,169		—		5,884		—		30,285
Municipal securities	Municipal securities	113,221		98		12,106		—		101,213		Municipal securities	113,657		6		14,756		—		98,907
		$	184,836	$	98	$	23,156	$	—	$	161,778		$	186,168	$	6	$	27,393	$	—	$	158,781

December 31, 2022
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses ACL Fair Value
AFS
Corporate bonds $ 268,179 $ 1,445 $ 17,379 $ — $ 252,245
Municipal securities 49,886 3 4,198 — 45,691
Mortgage-backed securities 156,408 23 17,420 — 139,011
Collateralized mortgage obligations 609,456 — 55,850 — 553,606
Asset-backed securities 42,015 289 2,613 — 39,691
Collateralized loan obligations 69,750 — 3,702 — 66,048
$ 1,195,694 $ 1,760 $ 101,162 $ — $ 1,096,292
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses ACL Fair Value
HTM
Mortgage-backed securities $ 36,342 $ — $ 6,753 $ — $ 29,589
Collateralized mortgage obligations 36,169 — 5,884 — 30,285
Municipal securities 113,657 6 14,756 — 98,907
$ 186,168 $ 6 $ 27,393 $ — $ 158,781
Mortgage-backed securities (“MBS”) are commercial MBS, secured by commercial properties, and residential MBS, generally secured by single-family residential properties. All mortgage-backed securities included in the table above were issued by U.S. government agencies or corporations.

The Company elected to transfer 25 AFS debt securities with an aggregate fair value of $117,001 to a classification of HTM debt securities on January 1, 2022. In accordance with FASB ASC 320-10-35-10, the transfer from AFS to HTM must be recorded at the fair value of the AFS debt securities at the time of transfer. The net unrealized holding gain ~~of $4,387, net of tax, at the date of transfer was~~ retained in AOCI ~~with the associated pre-tax amount retained in the carrying value of the~~for securities transferred from AFS to HTM ~~debt securities. Such amounts will be amortized to comprehensive income over the remaining life of the securities.~~

was $3,290 and $3,790 at September 30, 2023 and December 31, 2022, respectively.

The following tables disclose the Company’s AFS debt securities in an unrealized loss position, ~~for which an ACL has not been recorded,~~ aggregated by investment category and length of time that individual debt securities have been in a continuous loss position:

March 31, 2023
Less Than 12 Months 12 Months or More Totals
Fair
Value Unrealized
Loss Fair
Value Unrealized
Loss Fair
Value Unrealized
Loss
AFS
Corporate bonds $ — $ — $ 15,710 $ 311 $ 15,710 $ 311
Municipal securities 27,477 306 11,317 3,039 38,794 3,345
Mortgage-backed securities 3,410 67 111,436 14,636 114,846 14,703
Collateralized mortgage obligations 131,159 3,404 351,494 38,536 482,653 41,940
Asset-backed securities 3,224 150 16,978 1,925 20,202 2,075
Collateralized loan obligations — — 66,048 3,702 66,048 3,702
$ 165,270 $ 3,927 $ 572,983 $ 62,149 $ 738,253 $ 66,076
HTM
Mortgage-backed securities $ — $ — $ 29,697 $ 6,302 $ 29,697 $ 6,302
Collateralized mortgage obligations 3,829 220 27,039 4,528 30,868 4,748
Municipal securities 12,170 94 76,434 12,012 88,604 12,106
$ 15,999 $ 314 $ 133,170 $ 22,842 $ 149,169 $ 23,156


	September 30, 2023
	Less Than 12 Months				12 Months or More				Totals
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
AFS

Corporate bonds	$	24,419	$	6,580	$	157,421	$	28,330	$	181,840	$	34,910
Municipal securities	20,667		752		19,978		5,328		40,645		6,080
Mortgage-backed securities	154		—		101,233		20,715		101,387		20,715
Collateralized mortgage obligations	—		—		425,196		64,662		425,196		64,662
Asset-backed securities	7,724		1,877		8,983		923		16,707		2,800
Collateralized loan obligations	—		—		68,560		1,190		68,560		1,190
	$	52,964	$	9,209	$	781,371	$	121,148	$	834,335	$	130,357

HTM
Mortgage-backed securities	$	—	$	—	$	26,241	$	8,103	$	26,241	$	8,103
Collateralized mortgage obligations	—		—		28,509		6,208		28,509		6,208
Municipal securities	17,947		1,262		75,139		18,137		93,086		19,399
	$	17,947	$	1,262	$	129,889	$	32,448	$	147,836	$	33,710


	December 31, 2022
	Less Than 12 Months				12 Months or More				Totals
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
AFS

Corporate bonds	$	197,946	$	15,697	$	15,568	$	1,682	$	213,514	$	17,379
Municipal securities	33,919		848		8,813		3,350		42,732		4,198
Mortgage-backed securities	115,467		11,104		22,780		6,317		138,247		17,421
Collateralized mortgage obligations	482,358		42,553		71,198		13,296		553,556		55,849
Asset-backed securities	15,195		991		11,207		1,621		26,402		2,612
Collateralized loan obligations	23,673		1,328		42,375		2,375		66,048		3,703
	$	868,558	$	72,521	$	171,941	$	28,641	$	1,040,499	$	101,162

HTM
Mortgage-backed securities	$	804	$	85	$	28,784	$	6,668	$	29,588	$	6,753
Collateralized mortgage obligations	25,285		4,676		4,999		1,208		30,284		5,884
Municipal securities	85,671		11,411		9,161		3,345		94,832		14,756
	$	111,760	$	16,172	$	42,944	$	11,221	$	154,704	$	27,393

The number of AFS debt securities in an unrealized loss position totaled ~~114~~148 and 175 at ~~March 31,~~September 30, 2023 and December 31, 2022, respectively. Management does not have the intent to sell any of these debt securities and believes that it is more likely than not that the Company will not have to sell any such debt securities before a recovery of cost. The fair value is

expected to recover as the debt securities approach their maturity date or repricing date or if market yields for such investments decline. Accordingly, as of ~~March 31,~~September 30, 2023, management believes that the unrealized losses detailed in the previous table are due to noncredit-related factors, including changes in interest rates and other market conditions, and therefore no losses have been recognized in the Company’s consolidated statements of income.

The following table presents the activity in the allowance for credit losses for AFS debt securities:


	Three Months ended September 30,				Nine Months ended September 30,
	2023		2022		2023		2022
Allowance for credit losses:
Beginning balance	$	885	$	—	$	—	$	—
Credit loss recovery	(885)		—		—		—
Allowance for credit losses ending balance	$	—	$	—	$	—	$	—

The amortized costs and estimated fair values of AFS and HTM debt securities, by contractual maturity, as of the dates indicated, are shown in the table below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities, collateralized mortgage obligations, asset-backed securities, and collateralized loan obligations typically are issued with stated principal amounts, and the securities are backed by pools of mortgage loans and other loans that have varying maturities. The terms of mortgage-backed securities, collateralized mortgage obligations, asset-backed securities, and collateralized loan obligations thus approximates the terms of the underlying mortgages and loans and can vary significantly due to prepayments. Therefore, these securities are not included in the maturity categories below.


		March 31, 2023									September 30, 2023
		AFS				HTM					AFS				HTM
		Amortized Cost		Fair Value		Amortized Cost		Fair Value			Amortized Cost		Fair Value		Amortized Cost		Fair Value

Due in one year or less										Due in one year or less	$	2,026	$	1,913	$	—	$	—
Due from one year to five years	Due from one year to five years	$	29,466	$	30,422	$	456	$	445	Due from one year to five years	46,477		47,002		4,466		4,407
Due from five years to ten years	Due from five years to ten years	205,272		182,451		13,221		12,946		Due from five years to ten years	188,542		157,908		12,839		12,115
Due after ten years	Due after ten years	56,362		51,372		99,544		87,822		Due after ten years	54,167		44,636		95,180		76,564
		291,100		264,245		113,221		101,213			291,212		251,459		112,485		93,086
Mortgage-backed securities and collateralized mortgage obligations	Mortgage-backed securities and collateralized mortgage obligations	654,936		598,317		71,615		60,565		Mortgage-backed securities and collateralized mortgage obligations	612,453		527,089		69,061		54,750
Asset-backed securities	Asset-backed securities	38,966		37,513		—		—		Asset-backed securities	34,456		31,975		—		—
Collateralized loan obligations	Collateralized loan obligations	69,750		66,048		—		—		Collateralized loan obligations	69,750		68,560		—		—
		$	1,054,752	$	966,123	$	184,836	$	161,778		$	1,007,871	$	879,083	$	181,546	$	147,836


		December 31, 2022									December 31, 2022
		AFS				HTM					AFS				HTM
		Amortized Cost		Fair Value		Amortized Cost		Fair Value			Amortized Cost		Fair Value		Amortized Cost		Fair Value

Due in one year or less										Due in one year or less	$	—	$	—	$	—	$	—
Due from one year to five years	Due from one year to five years	$	53,692	$	54,179	$	—	$	—	Due from one year to five years	53,692		54,179		—		—
Due from five years to ten years	Due from five years to ten years	205,911		190,406		8,275		8,129		Due from five years to ten years	205,911		190,406		8,275		8,129
Due after ten years	Due after ten years	58,462		53,351		105,382		90,778		Due after ten years	58,462		53,351		105,382		90,778
		318,065		297,936		113,657		98,907			318,065		297,936		113,657		98,907
Mortgage-backed securities and collateralized mortgage obligations	Mortgage-backed securities and collateralized mortgage obligations	765,864		692,617		72,511		59,874		Mortgage-backed securities and collateralized mortgage obligations	765,864		692,617		72,511		59,874
Asset-backed securities	Asset-backed securities	42,015		39,691		—		—		Asset-backed securities	42,015		39,691		—		—
Collateralized loan obligations	Collateralized loan obligations	69,750		66,048		—		—		Collateralized loan obligations	69,750		66,048		—		—
		$	1,195,694	$	1,096,292	$	186,168	$	158,781		$	1,195,694	$	1,096,292	$	186,168	$	158,781

1416

Proceeds from sales of debt securities AFS and gross gains and losses for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022 were as follows:


		Three Months Ended March 31,					Nine Months Ended September 30,
		2023		2022			2023		2022
Proceeds from sales(1)	Proceeds from sales(1)	$	109,793	$	—	Proceeds from sales(1)	$	109,793	$	—

Gross realized losses(1)	Gross realized losses(1)	5,321		—		Gross realized losses(1)	5,321		—

(1) There were no proceeds from sales or gross realized losses for the three months ended September 30, 2023 and 2022.

As of ~~March 31,~~September 30, 2023 and December 31, 2022, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders' equity. There was a blanket floating lien on all debt securities held by the Company to secure FHLB advances as of ~~March 31,~~September 30, 2023 and December 31, 2022.

1517

4. LHI and ACL

LHI in the accompanying consolidated balance sheets are summarized as follows:


		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022
LHI, carried at amortized cost:	LHI, carried at amortized cost:					LHI, carried at amortized cost:
Real estate:	Real estate:					Real estate:
Construction and land	Construction and land	$	1,831,349	$	1,787,400	Construction and land	$	1,705,053	$	1,787,400
Farmland	Farmland	51,680		43,500		Farmland	59,684		43,500
1 - 4 family residential	1 - 4 family residential	896,252		894,456		1 - 4 family residential	933,225		894,456
Multi-family residential	Multi-family residential	432,209		322,679		Multi-family residential	603,395		322,679
Owner occupied commercial real estate (“OOCRE”)	Owner occupied commercial real estate (“OOCRE”)	631,563		715,829		Owner occupied commercial real estate (“OOCRE”)	697,299		715,829
Non-owner occupied commercial real estate (“NOOCRE”)	Non-owner occupied commercial real estate (“NOOCRE”)	2,505,344		2,341,379		Non-owner occupied commercial real estate (“NOOCRE”)	2,398,060		2,341,379
Commercial	Commercial	2,895,957		2,942,348		Commercial	2,841,024		2,942,348
MW	MW	437,501		446,227		MW	390,767		446,227
Consumer	Consumer	8,316		7,806		Consumer	9,845		7,806
		9,690,171		9,501,624			$	9,638,352	$	9,501,624

Deferred loan fees, net	Deferred loan fees, net	(15,511)		(18,973)		Deferred loan fees, net	(10,138)		(18,973)
ACL	ACL	(98,694)		(91,052)		ACL	(109,831)		(91,052)
LHI carried at amortized cost, net		9,575,966		9,391,599

Total LHI, net	Total LHI, net	$	9,575,966	$	9,391,599	Total LHI, net	$	9,518,383	$	9,391,599

Included in the total LHI, net, as of ~~March 31,~~September 30, 2023 and December 31, 2022 was an accretable discount related to purchased performing and purchased credit deteriorated (“PCD”) loans acquired in the approximate amounts of ~~$7,476~~$6,012 and $8,260, respectively. The discount is being accreted into income on a level-yield basis over the life of the loans. In addition, included in the net loan portfolio as of ~~March 31,~~September 30, 2023 and December 31, 2022 is a discount on retained loans from sale of originated U.S. Small Business Administration (“SBA”) and U.S. Department of Agriculture (“USDA”) loans of ~~$6,554~~$7,515 and $5,238, respectively.

During the year ended December 31, 2022, the Company purchased $223,924 in pooled residential real estate loans at a net ~~discount.~~discount, with a remaining balance of $167,847 as of September 30, 2023. The remaining net purchase discount of ~~$3,909~~$3,457 and $4,135 related to these 1-4 family residential loans purchased is included in the total LHI, net, as of September 30, 2023 and ~~will be amortized on a straight line basis over five years.~~December 31, 2022, respectively. No additional pooled residential real estate loans were purchased during the nine months ended September 30, 2023.

ACL

The Company’s estimate of the ACL reflects losses expected over the remaining contractual life of the assets. The activity in the ACL related to LHI is as follows:

Three Months Ended March 31, 2023
Construction and Land Farmland Residential Multifamily OOCRE NOOCRE Commercial Consumer Total
Balance at beginning of the period $ 13,120 $ 127 $ 9,533 $ 2,607 $ 8,707 $ 26,704 $ 30,142 $ 112 $ 91,052
Credit loss (benefit) expense non-PCD loans 4,240 41 12 877 238 (499) 2,995 363 8,267
Credit (benefit) loss expense PCD loans (46) — (5) — (16) 33 267 — 233
Charge-offs — — — — (116) — (1,051) (62) (1,229)
Recoveries — — 1 — — — 364 6 371
Ending Balance $ 17,314 $ 168 $ 9,541 $ 3,484 $ 8,813 $ 26,238 $ 32,717 $ 419 $ 98,694

1618


		Three Months Ended March 31, 2022																			Three Months Ended September 30, 2023
		Construction and Land		Farmland		Residential		Multifamily		OOCRE		NOOCRE		Commercial		Consumer		Total			Construction and Land		Farmland		Residential		Multifamily		OOCRE		NOOCRE		Commercial		MW		Consumer		Total
Balance at beginning of the period	Balance at beginning of the period	$	7,293	$	187	$	5,982	$	2,664	$	9,215	$	30,548	$	21,632	$	233	$	77,754	Balance at beginning of the period	$	18,145	$	170	$	9,209	$	4,707	$	7,519	$	27,875	$	34,197	$	—	$	328	$	102,150
Credit (benefit) loss expense non-PCD loans		1,595		(29)		224		(537)		813		(4,114)		4,044		622		2,618
Credit loss expense non-PCD loans																				Credit loss expense non-PCD loans	1,304		21		150		133		581		947		5,072		465		57		8,730
Credit (benefit) loss expense PCD loans	Credit (benefit) loss expense PCD loans	(5)		—		(72)		—		(1,264)		673		(2,442)		(8)		(3,118)		Credit (benefit) loss expense PCD loans	—		—		—		—		(6)		797		(9)				—		782
Charge-offs	Charge-offs	—		—		—		—		(1,341)		(553)		(3,294)		(134)		(5,322)		Charge-offs	—		—		—		—		(375)		—		(1,929)				(49)		(2,353)
Recoveries	Recoveries	—		—		—		—		—		400		144		9		553		Recoveries	—		—		—		—		—		200		308				14		522
Ending Balance	Ending Balance	$	8,883	$	158	$	6,134	$	2,127	$	7,423	$	26,954	$	20,084	$	722	$	72,485	Ending Balance	$	19,449	$	191	$	9,359	$	4,840	$	7,719	$	29,819	$	37,639	$	465	$	350	$	109,831


	Three Months Ended September 30, 2022
	Construction and Land		Farmland		Residential		Multifamily		OOCRE		NOOCRE		Commercial		Consumer		Total
Balance at beginning of the period	$	10,300	$	145	$	8,056	$	2,186	$	7,609	$	27,772	$	24,374	$	134	$	80,576
Credit (benefit) loss expense non-PCD loans	2,338		(10)		1,126		(59)		1,824		(1,651)		3,426		2,209		9,203
Credit (benefit) loss expense PCD loans	(10)		—		(163)		—		(1,720)		171		(819)		(12)		(2,553)
Charge-offs	—		—		—		—		(1,061)		(838)		(460)		(19)		(2,378)
Recoveries	—		—		4		—		—		3		177		5		189
Ending Balance	$	12,628	$	135	$	9,023	$	2,127	$	6,652	$	25,457	$	26,698	$	2,317	$	85,037


	Nine Months Ended September 30, 2023
	Construction and Land		Farmland		Residential		Multifamily		OOCRE		NOOCRE		Commercial		MW		Consumer		Total
Balance at beginning of the period	$	13,120	$	127	$	9,533	$	2,607	$	8,707	$	26,704	$	30,142	$	—	$	112	$	91,052
Credit (benefit) loss expense non-PCD loans	6,375		64		(169)		2,233		(467)		10,362		13,709		465		375		32,947
(Benefit) credit expense PCD loans	(46)		—		(7)		—		(30)		618		(470)		—		—		65
Charge-offs	—		—		—		—		(491)		(8,215)		(6,520)		—		(203)		(15,429)
Recoveries	—		—		2		—		—		350		778		—		66		1,196
Ending Balance	$	19,449	$	191	$	9,359	$	4,840	$	7,719	$	29,819	$	37,639	$	465	$	350	$	109,831


	Nine Months Ended September 30, 2022
	Construction and Land		Farmland		Residential		Multifamily		OOCRE		NOOCRE		Commercial		Consumer		Total
Balance at beginning of the period	$	7,293	$	187	$	5,982	$	2,664	$	9,215	$	30,548	$	21,632	$	233	$	77,754
Credit (benefit) loss expense non-PCD loans	5,360		(52)		3,269		(537)		2,821		(5,040)		10,538		4,549		20,908
(Benefit) credit loss expense PCD loans	(25)		—		(235)		—		(2,983)		844		(2,083)		(1,276)		(5,758)
Charge-offs	—		—		—		—		(2,646)		(1,391)		(4,282)		(1,244)		(9,563)
Recoveries	—		—		7		—		245		496		893		55		1,696
Ending Balance	$	12,628	$	135	$	9,023	$	2,127	$	6,652	$	25,457	$	26,698	$	2,317	$	85,037

The majority of the Company's loan portfolio consists of loans to businesses and individuals in the Dallas-Fort Worth metroplex and the Houston metropolitan area. This geographic concentration subjects the loan portfolio to the general economic conditions within these areas. The risks created by this concentration have been considered by management in the determination of the adequacy of the ACL. ~~Management believes the ACL was adequate to cover estimated losses on loans as of March 31, 2023 and 2022.~~

A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans:


		March 31, 2023					December 31, 2022						September 30, 2023					December 31, 2022
			Real Property(1)		ACL Allocation			Real Property(1)		ACL Allocation				Real Property(1)		ACL Allocation			Real Property(1)		ACL Allocation

Construction and land			$	1,583	$	—		$	—	$	—

OOCRE	OOCRE		1,181		—			1,193		129		OOCRE		$	3,059	$	—		$	1,193	$	129
NOOCRE	NOOCRE		20,696		1,939			20,896		2,138		NOOCRE		32,698		2,000			20,896		2,138
Commercial	Commercial		1,231		477			1,240		396		Commercial		2,506		784			1,240		396

Mortgage warehouse												Mortgage warehouse		208		208			—		—
Consumer	Consumer		12		—			15		—		Consumer		—		—			15		—
Total	Total		$	24,703	$	2,416		$	23,344	$	2,663	Total		$	38,471	$	2,992		$	23,344	$	2,663

(1) Loans reported exclude PCD loans that transitioned upon adoption of ASC 326 and accounted for on a pooled basis.

Nonaccrual and Past Due Loans

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due in accordance with the terms of the loan agreement. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

1720

Nonaccrual loans aggregated by class of loans, as of ~~March 31,~~September 30, 2023 and December 31, 2022, were as follows:


		March 31, 2023				December 31, 2022					September 30, 2023				December 31, 2022
		Nonaccrual		Nonaccrual With No ACL			Nonaccrual		Nonaccrual With No ACL				Nonaccrual		Nonaccrual With No ACL		Nonaccrual		Nonaccrual With No ACL
Real estate:
Construction and land		$	1,583	$	1,583		$	—	$	—


1 - 4 family residential	1 - 4 family residential	818		818			862		$	862		1 - 4 family residential	$	900	$	900	$	862	$	862

OOCRE	OOCRE	9,322		9,322			9,737		8,545			OOCRE	10,368		10,368		9,737		8,545
NOOCRE	NOOCRE	20,783		12,784			21,377		13,178			NOOCRE	32,779		21,451		21,377		13,178
Commercial	Commercial	11,659		2,633			11,397		2,521			Commercial	35,106		5,418		11,397		2,521

MW												MW	208		—		—		—
Consumer	Consumer	71		71			169		169			Consumer	33		33		169		169
Total	Total	$	44,236	$	27,211		$	43,542	$	25,275		Total	$	79,394	$	38,170	$	43,542	$	25,275

There were ~~$8,141~~$7,309 and $8,545 of PCD loans that are not accounted for on a pooled basis included in nonaccrual loans at ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

During the three and nine months ended ~~March 31,~~September 30, 2023, ~~and 2022,~~ interest income not recognized on nonaccrual loans was ~~$772~~$1,921 and ~~$889,~~$4,689, respectively. During the three and nine months ended September 30, 2022, interest income not recognized on non-accrual loans was $434 and $1,912, respectively.

An age analysis of past due loans, aggregated by class of loans and including past due nonaccrual loans, as of ~~March 31,~~September 30, 2023 and December 31, 2022, is as follows:


		March 31, 2023																	September 30, 2023
		30 to 59 Days		60 to 89 Days		90 Days or Greater		Total Past Due (1)		Total Current		PCD		Total Loans		Total 90 Days Past Due and Still Accruing(2)			30 to 59 Days		60 to 89 Days		90 Days or Greater		Total Past Due (1)		Total Current		PCD		Total Loans		Total 90 Days Past Due and Still Accruing(2)
Real estate:

Construction and land	Construction and land	$	619	$	—	$	1,583	$	2,202	$	1,829,147	$	—	$	1,831,349	$	—	Construction and land	$	—	$	—	$	—	$	—	$	1,705,053	$	—	$	1,705,053	$	—
Farmland	Farmland	—		—		—		—		51,680		—		51,680		—		Farmland	—		—		—		—		59,684		—		59,684		—
1 - 4 family residential	1 - 4 family residential	5,331		442		296		6,069		888,989		1,194		896,252		296		1 - 4 family residential	3,411		3,660		880		7,951		924,161		1,113		933,225		332
Multi-family residential	Multi-family residential	—		—		—		—		432,209		—		432,209		—		Multi-family residential	—		—		—		—		603,395		—		603,395		—
OOCRE	OOCRE	2,833		1,405		1,181		5,419		606,957		19,187		631,563		—		OOCRE	533		—		3,059		3,592		675,799		17,908		697,299		—
NOOCRE	NOOCRE	—		—		20,696		20,696		2,471,438		13,210		2,505,344		—		NOOCRE	13,413		—		19,061		32,474		2,351,481		14,105		2,398,060		—
Commercial	Commercial	1,152		3,219		2,785		7,156		2,885,081		3,720		2,895,957		—		Commercial	9,211		—		19,372		28,583		2,809,276		3,165		2,841,024		142
MW	MW	208		—		—		208		437,293		—		437,501		—		MW	—		—		208		208		390,559		—		390,767		—
Consumer	Consumer	113		10		—		123		8,175		18		8,316		—		Consumer	53		—		3		56		9,774		15		9,845		—
Total	Total	$	10,256	$	5,076	$	26,541	$	41,873	$	9,610,969	$	37,329	$	9,690,171	$	296	Total	$	26,621	$	3,660	$	42,583	$	72,864	$	9,529,182	$	36,306	$	9,638,352	$	474

(1) Total past due loans includes ~~$17~~$13,718 of PCD loans as of ~~March 31,~~September 30, 2023.

(2) Loans 90 days past due and still accruing excludes ~~$1,449~~$448 of PCD loans as of ~~March 31,~~September 30, 2023.

1821


		December 31, 2022																	December 31, 2022
		30 to 59 Days		60 to 89 Days		90 Days or Greater		Total Past Due(1)		Total Current		PCD		Total Loans		Total 90 Days Past Due and Still Accruing(2)			30 to 59 Days		60 to 89 Days		90 Days or Greater		Total Past Due(1)		Total Current		PCD		Total Loans		Total 90 Days Past Due and Still Accruing(2)
Real estate:	Real estate:																	Real estate:
Construction and land	Construction and land	$	1,121	$	2,111	$	—	$	3,232	$	1,782,624	$	1,544	$	1,787,400	$	—	Construction and land	$	1,121	$	2,111	$	—	$	3,232	$	1,784,168	$	1,544	$	1,787,400	$	—
Farmland	Farmland	—		—		—		—		43,500		—		43,500		—		Farmland	—		—		—		—		43,500		—		43,500		—
1 - 4 family residential	1 - 4 family residential	4,319		129		499		4,947		888,329		1,180		894,456		123		1 - 4 family residential	4,319		129		499		4,947		889,509		1,180		894,456		123
Multi-family residential	Multi-family residential	1,000		—		—		1,000		321,679		—		322,679		—		Multi-family residential	1,000		—		—		1,000		321,679		—		322,679		—
OOCRE	OOCRE	3,342		1,186		1,193		5,721		690,291		19,817		715,829		—		OOCRE	3,342		1,186		1,193		5,721		710,108		19,817		715,829		—
NOOCRE	NOOCRE	5,156		—		20,896		26,052		2,302,579		12,748		2,341,379		—		NOOCRE	5,156		—		20,896		26,052		2,315,327		12,748		2,341,379		—
Commercial	Commercial	3,088		2,188		1,675		6,951		2,931,696		3,701		2,942,348		—		Commercial	3,088		2,188		1,675		6,951		2,935,397		3,701		2,942,348		—
MW	MW	—		—		—		—		446,227		—		446,227		—		MW	—		—		—		—		446,227		—		446,227		—
Consumer	Consumer	352		—		45		397		7,386		23		7,806		2		Consumer	352		—		45		397		7,409		23		7,806		2
Total	Total	$	18,378	$	5,614	$	24,308	$	48,300	$	9,414,311	$	39,013	$	9,501,624	$	125	Total	$	18,378	$	5,614	$	24,308	$	48,300	$	9,453,324	$	39,013	$	9,501,624	$	125

(1) Total past due loans includes $13,178 of PCD loans as of December 31, 2022.

(2) Loans 90 days past due and still accruing excludes $2,004 of PCD loans and $669 of PPP loans as of December 31, 2022.

There were ~~$296~~$474 and $125 loans past due 90 days and still accruing as of ~~March 31, 2023. Loans past due 90 days~~September 30, 2023 and ~~still accruing were $125 as of~~ December 31, ~~2022.~~2022, respectively. These loans are also considered well-secured, and are in the process of collection with plans in place for the borrowers to bring the notes fully current or to subsequently be renewed. The Company believes that it will collect all principal and interest due on each of the loans past due 90 days and still accruing.

Modifications to Borrowers Experiencing Financial Difficulty

The Company adopted Accounting Standards Update (“ASU”) 2022-02, Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”) effective January 1, 2023. The amendments in ASU 2022-02 eliminated the recognition and measure of troubled debt restructurings and enhanced disclosures for loan modifications to borrowers experiencing financial difficulty.

An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses ~~because of~~(due to the measurement methodologies used to estimate the ~~allowance,~~allowance), a change to the allowance for credit losses is generally not recorded upon modification.

The following table shows the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of concession granted during the ~~three~~nine months ended ~~March 31,~~September 30, 2023:

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

Interest Rate Reduction

Amortized Cost Basis

% of Loan Class

Financial Impact

Amortized Cost Basis

% of Loan Class

Financial Impact

1-4 Family Residential Rentals1

42,647

4.8

Reduced weighted-average contractual interest rate from floating 7.5% to fixed 6.0%

1-4 Family Residential Rentals1

41,066

4.4

Reduced weighted-average contractual interest rate from floating 7.5% to fixed 6.0%

Total

42,647

1 1-4 Family Residential Rentals is included in the 1-4 family residential loan portfolio and is reported as such in accordance with Federal Financial Institutions Examination ~~Counsel~~Council guidelines.

1922


	Term Extension
	Amortized Cost Basis		% of Loan Class		Financial Impact
NOOCRE	$	22,524	0.9	%	Principal and interest deferred over three months
Commercial	26,036		0.9	%	Principal and interest deferred over three months
	$	48,560

No modifications to borrowers in financial difficulty had a payment default during the period and were modified in the 12 months before default to borrowers experiencing financial ~~difficulty:~~difficulty.

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the performance of loans that have been modified in the last 12 months:

~~Payment Status~~

~~Current~~

~~30-59 Days Past Due~~

~~60-89 Days Past Due~~

~~90+ Days Past Due~~

~~1-4 Family Residential Rentals~~

~~42,647~~

—

~~Total~~

~~42,647~~

—


Payment Status
	Current		30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due
1-4 Family Residential Rentals	$	41,066	$	—	$	—	$	—
NOOCRE	22,524		—		—		—
Commercial	25,545		—		—		491
Total	$	89,135	$	—	$	—	$	491

The Company has not committed to lend additional amounts to customers with outstanding loans classified as ~~TLMs~~Troubled Loan Modifications as of ~~March 31,~~September 30, 2023 or December 31, 2022.

Credit Quality Indicators

From a credit risk standpoint, the Company classifies its loans in one of the following categories: (i) pass, (ii) special mention, (iii) substandard or (iv) doubtful. Loans classified as loss are charged-off. Loans not rated special mention, substandard, doubtful or loss are classified as pass loans.

The classifications of loans reflect a judgment about the risks of default and loss associated with the loan. The Company reviews the ratings on criticized credits monthly. Ratings are adjusted to reflect the degree of risk and loss that is felt to be inherent in each credit as of each monthly reporting period. All classified credits are evaluated for impairment. If impairment is determined to exist, a specific reserve is established. The Company’s methodology is structured so that specific reserves are increased in accordance with deterioration in credit quality (and a corresponding increase in risk and loss) or decreased in accordance with improvement in credit quality (and a corresponding decrease in risk and loss).

Credits rated special mention show clear signs of financial weaknesses or deterioration in credit worthiness, however, such concerns are generally not so pronounced that the Company expects to experience significant loss within the short-term. Such credits typically maintain the ability to perform within standard credit terms and credit exposure is not as prominent as credits with a lower rating.

Credits rated substandard are those in which the normal repayment of principal and interest may be, or has been, jeopardized by reason of adverse trends or developments of a financial, managerial, economic or political nature, or important weaknesses which exist in collateral. A protracted workout on these credits is a distinct possibility. Prompt corrective action is therefore required to strengthen the Company’s position, and/or to reduce exposure and to assure that adequate remedial measures are taken by the borrower. Credit exposure becomes more likely in such credits and a serious evaluation of the secondary support to the credit is performed.

Credits rated doubtful are those in which full collection of principal appears highly questionable, and in which some degree of loss is anticipated, even though the ultimate amount of loss may not yet be certain and/or other factors exist which could affect collection of debt. Based upon available information, positive action by the Company is required to avert or minimize loss. Credits rated doubtful are generally also placed on non-accrual.

Credits classified as PCD are those that, at acquisition date, have experienced a more-than-insignificant deterioration in credit quality since origination. All loans considered to be purchased-credit impaired loans prior to January 1, 2020 were converted to PCD loans upon adoption of ASC 326. The Company elected to maintain pools of loans that were previously accounted for under ASC 310-30 and will continue to account for these pools as a unit of account. Loans are only removed from the existing pools if they are foreclosed, written off, paid off, or sold.

The Company considers the guidance in ASC 310-20 when determining whether a modification, extension or renewal of a loan constitutes a current period origination. Generally, current period renewals of credit are re-underwritten at the point of renewal and considered current period originations for purposes of the table below. Based on the most recent analysis performed, the risk category of loans by class of loans based on year or origination is as follows:


	Term Loans Amortized Cost Basis by Origination Year1
	2023		2022		2021		2020		2019		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of September 30, 2023
Construction and land:
Pass	$	57,129	$	674,330	$	543,914	$	159,527	$	3,163	$	12,483	$	179,609	$	—	$	1,630,155
Special mention	23		3,963		8,584		3,450		26,073		—		4,283		—		46,376
Substandard	—		—		3,000		25,522		—		—		—		—		28,522

Total construction and land	$	57,152	$	678,293	$	555,498	$	188,499	$	29,236	$	12,483	$	183,892	$	—	$	1,705,053
Construction and land gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Farmland:
Pass	$	2,544	$	4,426	$	22,156	$	18,133	$	16	$	4,974	$	7,435	$	—	$	59,684



Total farmland	$	2,544	$	4,426	$	22,156	$	18,133	$	16	$	4,974	$	7,435	$	—	$	59,684
Farmland gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


1 - 4 family residential:
Pass	$	54,775	$	142,881	$	197,939	$	83,463	$	38,878	$	277,330	$	112,815	$	17,356	$	925,437
Special mention	3,750		—		—		—		—		312		—		—		4,062
Substandard	—		144		721		—		128		1,090		530		—		2,613
PCD	—		—		—		—		—		1,113		—		—		1,113
Total 1 - 4 family residential	$	58,525	$	143,025	$	198,660	$	83,463	$	39,006	$	279,845	$	113,345	$	17,356	$	933,225
1-4 family residential gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Multi-family residential:
Pass	$	5,644	$	80,058	$	253,708	$	198,048	$	8,140	$	18,922	$	10,099	$	—	$	574,619
Special mention	—		—		—		—		—		26,847		—		—		26,847
Substandard	—		—		—		—		1,929		—		—		—		1,929

Total multi-family residential	$	5,644	$	80,058	$	253,708	$	198,048	$	10,069	$	45,769	$	10,099	$	—	$	603,395
Multi-family residential gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

OOCRE:
Pass	$	61,309	$	159,683	$	110,464	$	91,418	$	41,080	$	172,864	$	3,763	$	—	$	640,581
Special mention	—		9,357		280		715		1,904		7,253		—		—		19,509
Substandard	—		—		1,766		—		—		17,535		—		—		19,301
PCD	—		—		—		—		—		17,908		—		—		17,908

Term Loans Amortized Cost Basis by Origination Year1
2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
As of March 31, 2023
Construction and land:
Pass $ 2,440 $ 503,556 $ 731,203 $ 243,188 $ 43,087 $ 17,882 $ 200,052 $ — $ 1,741,408
Special mention — 1,470 25,948 11,487 20,641 290 — — 59,836
Substandard — — 4,583 25,522 — — — — 30,105
Total construction and land $ 2,440 $ 505,026 $ 761,734 $ 280,197 $ 63,728 $ 18,172 $ 200,052 $ — $ 1,831,349
Construction and land gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Farmland:
Pass $ 2,044 $ 2,514 $ 22,640 $ 18,397 $ 19 $ 5,034 $ 1,032 $ — $ 51,680
Total farmland $ 2,044 $ 2,514 $ 22,640 $ 18,397 $ 19 $ 5,034 $ 1,032 $ — $ 51,680
Farmland gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
1 - 4 family residential:
Pass $ 13,449 $ 139,484 $ 183,529 $ 86,358 $ 41,883 $ 294,800 $ 115,517 $ 17,766 $ 892,786
Special mention — — — — — 691 — — 691
Substandard — — — — — 1,382 199 — 1,581
PCD — — — — — 1,194 — — 1,194
Total 1 - 4 family residential $ 13,449 $ 139,484 $ 183,529 $ 86,358 $ 41,883 $ 298,067 $ 115,716 $ 17,766 $ 896,252
1-4 family residential gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
Multi-family residential:
Pass $ 5,190 $ 73,744 $ 121,248 $ 136,876 $ 8,306 $ 35,226 $ 35,911 $ — $ 416,501
Special mention — — — — 1,945 13,763 — — 15,708
Total multi-family residential $ 5,190 $ 73,744 $ 121,248 $ 136,876 $ 10,251 $ 48,989 $ 35,911 $ — $ 432,209
Multi-family residential gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —
OOCRE:
Pass $ 5,931 $ 126,121 $ 105,907 $ 89,064 $ 42,865 $ 209,887 $ 3,352 $ — $ 583,127
Special mention — — 2,298 — 1,943 4,738 — — 8,979
Substandard — — — 1,442 — 18,828 — — 20,270
PCD — — — — — 19,187 — — 19,187
Total OOCRE $ 5,931 $ 126,121 $ 108,205 $ 90,506 $ 44,808 $ 252,640 $ 3,352 $ — $ 631,563
OOCRE gross charge-offs $ — $ — $ — $ 5 $ 5 $ 106 $ — $ — $ 116
NOOCRE:
Pass $ 47,684 $ 761,518 $ 568,395 $ 263,632 $ 152,268 $ 487,869 $ 16,523 $ 595 $ 2,298,484
Special mention — — — 22,849 18,536 38,563 — — 79,948
Substandard — — 2,783 — 2,232 108,687 — — 113,702
PCD — — — — — 13,210 — — 13,210
Total NOOCRE $ 47,684 $ 761,518 $ 571,178 $ 286,481 $ 173,036 $ 648,329 $ 16,523 $ 595 $ 2,505,344
NOOCRE gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —


Total OOCRE																				Total OOCRE	$	61,309	$	169,040	$	112,510	$	92,133	$	42,984	$	215,560	$	3,763	$	—	$	697,299
OOCRE gross charge-offs																				OOCRE gross charge-offs	$	—	$	—	$	—	$	5	$	5	$	481	$	—	$	—	$	491

NOOCRE:																				NOOCRE:
Pass																				Pass	$	51,793	$	737,112	$	517,516	$	221,135	$	148,648	$	402,355	$	30,138	$	583	$	2,109,280
Special mention																				Special mention	—		3,699		38,981		26,850		41,335		64,806		—		—		175,671
Substandard																				Substandard	—		—		2,744		—		1,259		95,001		—		—		99,004
PCD																				PCD	—		—		—		—		—		14,105		—		—		14,105
Total NOOCRE																				Total NOOCRE	$	51,793	$	740,811	$	559,241	$	247,985	$	191,242	$	576,267	$	30,138	$	583	$	2,398,060
NOOCRE gross charge-offs																				NOOCRE gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	8,215	$	—	$	—	$	8,215

Commercial:	Commercial:																			Commercial:
Pass	Pass	$	101,857	$	388,951	$	123,908	$	69,297	$	84,702	$	66,526	$	1,968,105	$	572	$	2,803,918	Pass	$	152,357	$	361,010	$	109,578	$	56,193	$	45,114	$	52,493	$	1,966,749	$	519	$	2,744,013
Special mention	Special mention	—		—		1,113		—		71		5,467		14,070		—		20,721		Special mention	—		14,103		650		—		—		9,567		7,664		—		31,984
Substandard	Substandard	—		17,894		3,292		5,121		3,982		16,125		21,110		74		67,598		Substandard	642		16,279		4,600		6,169		6,593		17,037		10,468		74		61,862
PCD	PCD	—		—		—		—		—		3,720		—		—		3,720		PCD	—		—		—		—		—		3,165		—		—		3,165
Total commercial	Total commercial	$	101,857	$	406,845	$	128,313	$	74,418	$	88,755	$	91,838	$	2,003,285	$	646	$	2,895,957	Total commercial	$	152,999	$	391,392	$	114,828	$	62,362	$	51,707	$	82,262	$	1,984,881	$	593	$	2,841,024
Commercial gross charge-offs	Commercial gross charge-offs	$	—	$	—	$	—	$	48	$	479	$	524	$	—	$	—	$	1,051	Commercial gross charge-offs	$	—	$	1,854	$	—	$	48	$	479	$	4,139	$	—	$	—	$	6,520

MW:	MW:																			MW:
Pass	Pass	$	1,868	$	55,891	$	252	$	288	$	741	$	174	$	359,206	$	—	$	418,420	Pass	$	66,063	$	60,193	$	153	$	147	$	623	$	167	$	263,213	$	—	$	390,559
Special mention		—		—		—		—		—		—		18,873		—		18,873

Substandard	Substandard	—		—		—		—		—		208		—		—		208		Substandard	—		—		—		—		—		208		—		—		208

Total MW	Total MW	$	1,868	$	55,891	$	252	$	288	$	741	$	382	$	378,079	$	—	$	437,501	Total MW	$	66,063	$	60,193	$	153	$	147	$	623	$	375	$	263,213	$	—	$	390,767
Mortgage warehouse gross charge-offs		$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
MW gross charge-offs																				MW gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Consumer:	Consumer:																			Consumer:
Pass	Pass	$	1,388	$	1,437	$	412	$	804	$	168	$	2,240	$	1,709	$	—	$	8,158	Pass	$	4,179	$	1,147	$	304	$	654	$	116	$	1,805	$	1,457	$	—	$	9,662
Special mention	Special mention	—		—		—		—		—		57		—		—		57		Special mention	—		—		—		—		—		89		—		—		89
Substandard	Substandard	—		—		—		—		16		67		—		—		83		Substandard	—		—		2		—		11		66		—		—		79
PCD	PCD	—		—		—		—		—		18		—		—		18		PCD	—		—		—		—		—		15		—		—		15
Total consumer	Total consumer	$	1,388	$	1,437	$	412	$	804	$	184	$	2,382	$	1,709	$	—	$	8,316	Total consumer	$	4,179	$	1,147	$	306	$	654	$	127	$	1,975	$	1,457	$	—	$	9,845
Consumer gross charge-offs	Consumer gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	62	$	—	$	—	$	62	Consumer gross charge-offs	$	—	$	29	$	—	$	—	$	—	$	174	$	—	$	—	$	203

Total Pass	Total Pass	$	181,851	$	2,053,216	$	1,857,494	$	907,904	$	374,039	$	1,119,638	$	2,701,407	$	18,933	$	9,214,482	Total Pass	$	455,793	$	2,220,840	$	1,755,732	$	828,718	$	285,778	$	943,393	$	2,575,278	$	18,458	$	9,083,990
Total Special Mention	Total Special Mention	—		1,470		29,359		34,336		43,136		63,569		32,943		—		204,813		Total Special Mention	3,773		31,122		48,495		31,015		69,312		108,874		11,947		—		304,538
Total Substandard	Total Substandard	—		17,894		10,658		32,085		6,230		145,297		21,309		74		233,547		Total Substandard	642		16,423		12,833		31,691		9,920		130,937		10,998		74		213,518
Total PCD	Total PCD	—		—		—		—		—		37,329		—		—		37,329		Total PCD	—		—		—		—		—		36,306		—		—		36,306
Total	Total	$	181,851	$	2,072,580	$	1,897,511	$	974,325	$	423,405	$	1,365,833	$	2,755,659	$	19,007	$	9,690,171	Total	$	460,208	$	2,268,385	$	1,817,060	$	891,424	$	365,010	$	1,219,510	$	2,598,223	$	18,532	$	9,638,352
Total gross charge-offs	Total gross charge-offs	$	—	$	—	$	—	$	53	$	484	$	692	$	—	$	—	$	1,229	Total gross charge-offs	$	—	$	1,883	$	—	$	53	$	484	$	13,009	$	—	$	—	$	15,429

1 Term loans amortized cost basis by origination year excludes ~~$15,511~~$10,138 of deferred loan fees, net.

Term Loans Amortized Cost Basis by Origination Year1
2022 2021 2020 2019 2018 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total
As of December 31,
Construction and land:
Pass $ 347,855 $ 709,208 $ 378,229 $ 69,241 $ 30,673 $ 14,025 $ 215,263 $ 140 $ 1,764,634
Special mention — 18,662 2,560 — — — — — 21,222
PCD — — — — — 1,544 — — 1,544
Total construction and land $ 347,855 $ 727,870 $ 380,789 $ 69,241 $ 30,673 $ 15,569 $ 215,263 $ 140 $ 1,787,400
Farmland:
Pass $ 2,546 $ 16,242 $ 18,530 $ 21 $ — $ 5,069 $ 1,092 $ — $ 43,500
Total farmland $ 2,546 $ 16,242 $ 18,530 $ 21 $ — $ 5,069 $ 1,092 $ — $ 43,500

2225


																					Term Loans Amortized Cost Basis by Origination Year1
																					2022		2021		2020		2019		2018		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
As of December 31,																				As of December 31,
Construction and land:																				Construction and land:
Pass																				Pass	$	347,855	$	709,208	$	378,229	$	69,241	$	30,673	$	14,025	$	215,263	$	140	$	1,764,634
Special mention																				Special mention	��		18,662		2,560		—		—		—		—		—		21,222
Substandard																				Substandard	—		—		—		—		—		—		—		—		—
PCD																				PCD	—		—		—		—		—		1,544		—		—		1,544
Total construction and land																				Total construction and land	$	347,855	$	727,870	$	380,789	$	69,241	$	30,673	$	15,569	$	215,263	$	140	$	1,787,400

Farmland:																				Farmland:
Pass																				Pass	$	2,546	$	16,242	$	18,530	$	21	$	—	$	5,069	$	1,092	$	—	$	43,500
Special mention																				Special mention	—		—		—		—		—		—		—		—		—
Substandard																				Substandard	—		—		—		—		—		—		—		—		—
PCD																				PCD	—		—		—		—		—		—		—		—		—
Total farmland																				Total farmland	$	2,546	$	16,242	$	18,530	$	21	$	—	$	5,069	$	1,092	$	—	$	43,500

1 - 4 family residential:	1 - 4 family residential:																			1 - 4 family residential:
Pass	Pass	$	135,006	$	188,635	$	87,861	$	43,293	$	41,960	$	257,768	$	86,900	$	726	$	842,149	Pass	$	135,006	$	188,635	$	87,861	$	43,293	$	41,960	$	257,768	$	86,900	$	726	$	842,149
Special mention	Special mention	—		—		—		—		—		278		26,068		—		26,346		Special mention	—		—		—		—		—		278		26,068		—		26,346
Substandard	Substandard	—		184		—		—				1,028		23,569		—		24,781		Substandard	—		184		—		—				1,028		23,569		—		24,781
PCD	PCD	—		—		—		—		—		1,180		—		—		1,180		PCD	—		—		—		—		—		1,180		—		—		1,180
Total 1 - 4 family residential	Total 1 - 4 family residential	$	135,006	$	188,819	$	87,861	$	43,293	$	41,960	$	260,254	$	136,537	$	726	$	894,456	Total 1 - 4 family residential	$	135,006	$	188,819	$	87,861	$	43,293	$	41,960	$	260,254	$	136,537	$	726	$	894,456

Multi-family residential:	Multi-family residential:																			Multi-family residential:
Pass	Pass	$	72,044	$	80,793	$	110,426	$	8,402	$	32,822	$	2,494	$	—	$	—	$	306,981	Pass	$	72,044	$	80,793	$	110,426	$	8,402	$	32,822	$	2,494	$	—	$	—	$	306,981

Special mention																				Special mention	—		—		—		—		—		—		—		—		—
Substandard																				Substandard	—		—		—		1,954		13,744		—		—		—		15,698
PCD																				PCD	—		—		—		—		—		—		—		—		—
Total multi-family residential	Total multi-family residential	$	72,044	$	80,793	$	110,426	$	10,356	$	46,566	$	2,494	$	—	$	—	$	322,679	Total multi-family residential	$	72,044	$	80,793	$	110,426	$	10,356	$	46,566	$	2,494	$	—	$	—	$	322,679

OOCRE:	OOCRE:																			OOCRE:
Pass	Pass	$	191,044	$	106,698	$	84,230	$	43,965	$	49,461	$	167,968	$	5,225	$	—	$	648,591	Pass	$	191,044	$	106,698	$	84,230	$	43,965	$	49,461	$	167,968	$	5,225	$	—	$	648,591
Special mention	Special mention	—		2,321		1,409		1,964		—		3,447		—		45		9,186		Special mention	—		2,321		1,409		1,964		—		3,447		—		45		9,186
Substandard	Substandard	—		—		—		—		23,231		15,004		—		—		38,235		Substandard	—		—		—		—		23,231		15,004		—		—		38,235
PCD	PCD	—		—		—		—		—		19,817		—		—		19,817		PCD	—		—		—		—		—		19,817		—		—		19,817
Total OOCRE	Total OOCRE	$	191,044	$	109,019	$	85,639	$	45,929	$	72,692	$	206,236	$	5,225	$	45	$	715,829	Total OOCRE	$	191,044	$	109,019	$	85,639	$	45,929	$	72,692	$	206,236	$	5,225	$	45	$	715,829

NOOCRE:	NOOCRE:																			NOOCRE:
Pass	Pass	$	752,476	$	531,735	$	215,076	$	149,246	$	196,424	$	305,434	$	16,642	$	465	$	2,167,498	Pass	$	752,476	$	531,735	$	215,076	$	149,246	$	196,424	$	305,434	$	16,642	$	465	$	2,167,498
Special mention	Special mention	—		—		22,774		19,464		12,274		51,451		—		—		105,963		Special mention	—		—		22,774		19,464		12,274		51,451		—		—		105,963
Substandard	Substandard	—		—		—		1,310		7,659		46,201		—		—		55,170		Substandard	—		—		—		1,310		7,659		46,201		—		—		55,170
PCD	PCD	—		—		—		—		12,697		51		—		—		12,748		PCD	—		—		—		—		12,697		51		—		—		12,748
Total NOOCRE	Total NOOCRE	$	752,476	$	531,735	$	237,850	$	170,020	$	229,054	$	403,137	$	16,642	$	465	$	2,341,379	Total NOOCRE	$	752,476	$	531,735	$	237,850	$	170,020	$	229,054	$	403,137	$	16,642	$	465	$	2,341,379

Commercial:	Commercial:																			Commercial:
Pass	Pass	$	473,084	$	132,396	$	90,543	$	83,996	$	40,030	$	31,269	$	1,906,074	$	553	$	2,757,945	Pass	$	473,084	$	132,396	$	90,543	$	83,996	$	40,030	$	31,269	$	1,906,074	$	553	$	2,757,945
Special mention	Special mention	—		666		—		4,543		7,385		270		114,447		—		127,311		Special mention	—		666		—		4,543		7,385		270		114,447		—		127,311
Substandard	Substandard	17,894		4,058		5,189		4,195		10,954		4,732		6,292		77		53,391		Substandard	17,894		4,058		5,189		4,195		10,954		4,732		6,292		77		53,391
PCD	PCD	—		—		—		—		273		3,428		—		—		3,701		PCD	—		—		—		—		273		3,428		—		—		3,701
Total commercial		$	490,978	$	137,120	$	95,732	$	92,734	$	58,642	$	39,699	$	2,026,813	$	630	$	2,942,348

MW:
Pass		$	—	$	—	$	—	$	—	$	—	$	—	$	444,393	$	—	$	444,393

Substandard		—		—		—		—		46		162		—		—		208

Total MW		$	—	$	—	$	—	$	—	$	46	$	162	$	446,019	$	—	$	446,227

Consumer:
Pass		$	1,965	$	452	$	872	$	216	$	135	$	2,298	$	1,618	$	—	$	7,556
Special mention		—		—		—		—		—		58		—		—		58
Substandard		—		—		—		—		—		169		—		—		169
PCD		—		—		—		—		—		23		—		—		23
Total consumer		$	1,965	$	452	$	872	$	216	$	135	$	2,548	$	1,618	$	—	$	7,806

Total Pass		$	1,976,020	$	1,766,159	$	985,767	$	398,380	$	391,505	$	786,325	$	2,677,207	$	1,884	$	8,983,247
Total Special Mention		—		21,649		26,743		25,971		19,659		55,504		142,141		45		291,712
Total Substandard		17,894		4,242		5,189		7,459		55,634		67,296		29,861		77		187,652
Total PCD		—		—		—		—		12,970		26,043		—		—		39,013
Total		$	1,993,914	$	1,792,050	$	1,017,699	$	431,810	$	479,768	$	935,168	$	2,849,209	$	2,006	$	9,501,624


Total commercial	$	490,978	$	137,120	$	95,732	$	92,734	$	58,642	$	39,699	$	2,026,813	$	630	$	2,942,348

MW:
Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	444,393	$	—	$	444,393
Special mention	—		—		—		—		—		—		1,626		—		1,626
Substandard	—		—		—		—		46		162		—		—		208

Total MW	$	—	$	—	$	—	$	—	$	46	$	162	$	446,019	$	—	$	446,227

Consumer:
Pass	$	1,965	$	452	$	872	$	216	$	135	$	2,298	$	1,618	$	—	$	7,556
Special mention	—		—		—		—		—		58		—		—		58
Substandard	—		—		—		—		—		169		—		—		169
PCD	—		—		—		—		—		23		—		—		23
Total consumer	$	1,965	$	452	$	872	$	216	$	135	$	2,548	$	1,618	$	—	$	7,806

Total Pass	$	1,976,020	$	1,766,159	$	985,767	$	398,380	$	391,505	$	786,325	$	2,677,207	$	1,884	$	8,983,247
Total Special Mention	—		21,649		26,743		25,971		19,659		55,504		142,141		45		291,712
Total Substandard	17,894		4,242		5,189		7,459		55,634		67,296		29,861		77		187,652
Total PCD	—		—		—		—		12,970		26,043		—		—		39,013
Total	$	1,993,914	$	1,792,050	$	1,017,699	$	431,810	$	479,768	$	935,168	$	2,849,209	$	2,006	$	9,501,624

1 Term loans amortized cost basis by origination year excludes $18,973 of deferred loan fees, net.

Servicing Assets

The Company was servicing loans of approximately ~~$571,611~~$577,802 and ~~$518,612~~$509,479 as of ~~March 31,~~September 30, 2023 and 2022, respectively. A summary of the changes in the related servicing assets are as follows:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022
Balance at beginning of period	Balance at beginning of period	$	14,880	$	17,705		Balance at beginning of period	$	14,923	$	15,680	$	14,880	$	17,705

Increase from loan sales	Increase from loan sales	959		1,491			Increase from loan sales	90		113		1,863		1,811
Servicing asset impairment, net of recoveries		424		(280)
Servicing asset (net impairment), net recoveries							Servicing asset (net impairment), net recoveries	(455)		551		407		(1,332)
Amortization charged as a reduction to income	Amortization charged as a reduction to income	(1,015)		(748)			Amortization charged as a reduction to income	(1,197)		(934)		(3,789)		(2,774)
Balance at end of period	Balance at end of period	$	15,248	$	18,168		Balance at end of period	$	13,361	$	15,410	$	13,361	$	15,410

Fair value of servicing assets is estimated by discounting estimated future cash flows from the servicing assets using discount rates that approximate current market rates over the expected lives of the loans being serviced. A valuation allowance is recorded when the fair value is below the carrying amount of the asset. As of ~~March 31,~~September 30, 2023 and 2022 there was a valuation allowance of ~~$2,027~~$2,043 and ~~$908,~~$1,960, respectively.

The Company may also receive a portion of subsequent interest collections on loans sold that exceed the contractual servicing fees. In that case, the Company records an interest-only strip based on its relative fair market value and the other components of the loans. There was no interest-only strip receivable recorded at ~~March 31,~~September 30, 2023 and December 31, 2022.

The following table reflects principal sold and related gain for SBA and USDA LHI. The gain on sale of these loans is recorded in government guaranteed loan income, net in the Company’s consolidated statements of income.

Three Months Ended March 31,
2023 2022
SBA LHI principal sold $ 6,340 $ 4,376
Gain on sale of SBA LHI 148 533
USDA LHI principal sold 44,002 20,000
Gain on sale of USDA LHI 6,984 3,628


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
SBA LHI principal sold	$	2,896	$	2,215	$	9,826	$	18,101
Gain on sale of SBA LHI	243		140		822		803
USDA LHI principal sold	—		—		62,640		20,500
Gain on sale of USDA LHI	—		—		9,663		3,708

LHFS

The following table reflects LHFS.


	September 30, 2023		December 31, 2022
SBA construction and land	$	8,458	$	12,296
1 - 4 family residential	806		866
SBA OOCRE	9,140		5,915
SBA commercial	22,909		1,564
Total LHFS	$	41,313	$	20,641

5. Fair Value

The following table summarizes assets measured at fair value on a recurring basis as of ~~March 31,~~September 30, 2023 and December 31, 2022, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:


		March 31, 2023									September 30, 2023
		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value			Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
Financial Assets:	Financial Assets:									Financial Assets:
AFS debt securities	AFS debt securities	$	—	$	966,123	$	—	$	966,123	AFS debt securities	$	—	$	879,083	$	—	$	879,083
Equity securities with a readily determinable fair value	Equity securities with a readily determinable fair value	9,918		—		—		9,918		Equity securities with a readily determinable fair value	9,457		—		—		9,457

LHFS(1)	LHFS(1)	—		41,747		—		41,747		LHFS(1)	—		40,507		—		40,507
Interest rate swap designated as hedging instruments	Interest rate swap designated as hedging instruments	—		28,246		—		28,246		Interest rate swap designated as hedging instruments	—		20,893		—		20,893
Correspondent interest rate swaps not designated as hedging instruments	Correspondent interest rate swaps not designated as hedging instruments	—		29,358		—		29,358		Correspondent interest rate swaps not designated as hedging instruments	—		51,973		—		51,973
Customer interest rate swaps not designated as hedging instruments	Customer interest rate swaps not designated as hedging instruments	—		1,912		—		1,912		Customer interest rate swaps not designated as hedging instruments	—		54		—		54
Correspondent interest rate caps and collars not designated as hedging instruments	Correspondent interest rate caps and collars not designated as hedging instruments	—		1,351		—		1,351		Correspondent interest rate caps and collars not designated as hedging instruments	—		2,543		—		2,543

Financial Liabilities:	Financial Liabilities:									Financial Liabilities:
Interest rate swap designated as hedging instruments	Interest rate swap designated as hedging instruments	$	—	$	44,880	$	—	$	44,880	Interest rate swap designated as hedging instruments	$	—	$	62,077	$	—	$	62,077
Correspondent interest rate swaps not designated as hedging instruments	Correspondent interest rate swaps not designated as hedging instruments	—		2,454		—		2,454		Correspondent interest rate swaps not designated as hedging instruments	—		75		—		75
Customer interest rate swaps not designated as hedging instruments	Customer interest rate swaps not designated as hedging instruments	—		28,282		—		28,282		Customer interest rate swaps not designated as hedging instruments	—		51,418		—		51,418

Customer interest rate caps and collars not designated as hedging instruments	Customer interest rate caps and collars not designated as hedging instruments	—		1,351		—		1,351		Customer interest rate caps and collars not designated as hedging instruments	—		2,543		—		2,543

1) Represents LHFS elected to be carried at fair value.


		December 31, 2022									December 31, 2022
		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value			Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
Financial Assets:	Financial Assets:									Financial Assets:
AFS debt securities	AFS debt securities	$	—	$	1,096,292	$	—	$	1,096,292	AFS debt securities	$	—	$	1,096,292	$	—	$	1,096,292
Equity securities with a readily determinable fair value	Equity securities with a readily determinable fair value	9,792		—		—		9,792		Equity securities with a readily determinable fair value	9,792		—		—		9,792
PPP loans		—		—		1,995		1,995
Paycheck Protection Program (“PPP”) loans										Paycheck Protection Program (“PPP”) loans	—		—		1,995		1,995
LHFS(1)	LHFS(1)	—		19,775		—		19,775		LHFS(1)	—		19,775		—		19,775
Interest rate swap designated as hedging instruments	Interest rate swap designated as hedging instruments	—		26,523		—		26,523		Interest rate swap designated as hedging instruments	—		26,523		—		26,523
Correspondent interest rate swaps not designated as hedging instruments	Correspondent interest rate swaps not designated as hedging instruments	—		38,839		—		38,839		Correspondent interest rate swaps not designated as hedging instruments	—		38,839		—		38,839
Customer interest rate swaps not designated as hedging instruments	Customer interest rate swaps not designated as hedging instruments	—		1,004		—		1,004		Customer interest rate swaps not designated as hedging instruments	—		1,004		—		1,004
Correspondent interest rate caps and collars not designated as hedging instruments	Correspondent interest rate caps and collars not designated as hedging instruments	—		1,494		—		1,494		Correspondent interest rate caps and collars not designated as hedging instruments	—		1,494		—		1,494
Financial Liabilities:	Financial Liabilities:									Financial Liabilities:
Interest rate swap designated as hedging instruments	Interest rate swap designated as hedging instruments	$	—	$	54,171	$	—	$	54,171	Interest rate swap designated as hedging instruments	$	—	$	54,171	$	—	$	54,171
Correspondent interest rate swaps not designated as hedging instruments	Correspondent interest rate swaps not designated as hedging instruments	—		1,126		—		1,126		Correspondent interest rate swaps not designated as hedging instruments	—		1,126		—		1,126
Customer interest rate swaps not designated as hedging instruments	Customer interest rate swaps not designated as hedging instruments	—		38,188		—		38,188		Customer interest rate swaps not designated as hedging instruments	—		38,188		—		38,188
Customer interest rate caps and collars not designated as hedging instruments	Customer interest rate caps and collars not designated as hedging instruments	—		1,494		—		1,494		Customer interest rate caps and collars not designated as hedging instruments	—		1,494		—		1,494

(1) Represents LHFS elected to be carried at fair value upon origination or acquisition..

There were no transfers between Level 2 and Level 3 during the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and December 31, 2022.

2529

The following table summarizes assets measured at fair value on a non-recurring basis as of ~~March 31,~~September 30, 2023 and December 31, 2022, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:


		Fair Value Measurements Using									Fair Value Measurements Using
		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value			Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
As of March 31, 2023
As of September 30, 2023										As of September 30, 2023
Assets:	Assets:									Assets:
Collateral dependent loans with an ACL	Collateral dependent loans with an ACL	$	—	$	—	$	6,814	$	6,814	Collateral dependent loans with an ACL	$	—	$	—	$	11,050	$	11,050
Servicing assets with a valuation allowance	Servicing assets with a valuation allowance	—		—		8,895		8,895		Servicing assets with a valuation allowance	—		—		7,088		7,088
As of December 31, 2022	As of December 31, 2022									As of December 31, 2022
Assets:	Assets:									Assets:
Collateral dependent loans with an ACL	Collateral dependent loans with an ACL	$	—	$	—	$	7,969	$	7,969	Collateral dependent loans with an ACL	$	—	$	—	$	7,969	$	7,969
Servicing assets with a valuation allowance	Servicing assets with a valuation allowance	—		—		10,984		10,984		Servicing assets with a valuation allowance	—		—		10,984		10,984

At ~~March 31,~~September 30, 2023, collateral dependent loans with an allowance had a recorded investment of ~~$9,230,~~$14,042, with ~~$2,416~~$2,992 specific allowance for credit loss allocated. At December 31, 2022, collateral dependent loans with an allowance had a carrying value of $10,632, with $2,663 of specific allowance for credit loss allocated.

At ~~March 31,~~September 30, 2023, servicing assets of ~~$10,922~~$9,132 had a valuation allowance totaling ~~$2,027.~~$2,043. At December 31, 2022, servicing assets of $13,435 had a valuation allowance totaling $2,451.

There were no liabilities measured at fair value on a non-recurring basis as of ~~March 31,~~September 30, 2023 or December 31, 2022.

Fair Value of Financial Instruments

The Company’s methods of determining fair value of financial instruments in this Note are consistent with its methodologies disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Please refer to Note 17 in the Company’s Annual Report on Form 10-K for information on these methods.

The estimated fair values and carrying values of all financial instruments not measured at fair value on a recurring basis under current authoritative guidance as of ~~March 31,~~September 30, 2023 and December 31, 2022 were as follows:

2630


				Fair Value									Fair Value
		Carrying Amount		Level 1		Level 2		Level 3			Carrying Amount		Level 1		Level 2		Level 3
March 31, 2023
September 30, 2023										September 30, 2023
Financial assets:	Financial assets:									Financial assets:
Cash and cash equivalents	Cash and cash equivalents	$	808,395	$	—	$	808,395	$	—	Cash and cash equivalents	$	713,408	$	—	$	713,408	$	—
HTM debt securities	HTM debt securities	184,836		—		161,778		—		HTM debt securities	181,546		—		147,836		—

LHFS(1)	LHFS(1)	1,069		—		—		1,069		LHFS(1)	806		—		—		806

LHI(2)	LHI(2)	9,575,966		—		—		9,321,175		LHI(2)	9,507,333		—		—		9,326,018
Accrued interest receivable	Accrued interest receivable	42,242		—		42,242		—		Accrued interest receivable	47,739		—		47,739		—
BOLI	BOLI	84,962		—		84,962		—		BOLI	84,867		—		84,867		—
Servicing asset	Servicing asset	6,353		—		6,353		—		Servicing asset	6,273		—		6,273		—
Equity securities without a readily determinable fair value	Equity securities without a readily determinable fair value	10,604		N/A		N/A		N/A		Equity securities without a readily determinable fair value	11,256		N/A		N/A		N/A
FHLB and FRB stock	FHLB and FRB stock	116,081		N/A		N/A		N/A		FHLB and FRB stock	59,138		N/A		N/A		N/A
Financial liabilities:	Financial liabilities:									Financial liabilities:
Deposits	Deposits	$	9,034,738	$	—	$	8,296,710	$	—	Deposits	$	10,196,518	$	—	$	9,418,008	$	—
Advances from FHLB	Advances from FHLB	1,680,000		—		1,681,089		—		Advances from FHLB	200,000		—		199,844		—
Accrued interest payable	Accrued interest payable	18,651		—		18,651		—		Accrued interest payable	33,575		—		33,575		—
Subordinated debentures and subordinated notes	Subordinated debentures and subordinated notes	229,027		—		229,027		—		Subordinated debentures and subordinated notes	229,531		—		229,531		—

December 31, 2022	December 31, 2022									December 31, 2022
Financial assets:	Financial assets:									Financial assets:
Cash and cash equivalents	Cash and cash equivalents	$	436,077	$	—	$	436,077	$	—	Cash and cash equivalents	$	436,077	$	—	$	436,077	$	—
HTM debt securities	HTM debt securities	186,168		—		158,781		—		HTM debt securities	186,168		—		158,781		—
Securities purchased under agreements to resell	Securities purchased under agreements to resell	—		—		—		—		Securities purchased under agreements to resell	—		—		—		—
LHFS1)		866		—		866		—
LHFS(1)										LHFS(1)	866		—		866		—

LHI(2)	LHI(2)	9,399,614		—		—		9,163,616		LHI(2)	9,399,614		—		—		9,163,616
Accrued interest receivable	Accrued interest receivable	44,035		—		44,035		—		Accrued interest receivable	44,035		—		44,035		—
BOLI	BOLI	84,496		—		84,496		—		BOLI	84,496		—		84,496		—
Servicing asset	Servicing asset	3,896		—		3,896		—		Servicing asset	3,896		—		3,896		—
Equity securities without a readily determinable fair value	Equity securities without a readily determinable fair value	10,072		N/A		N/A		N/A		Equity securities without a readily determinable fair value	10,072		N/A		N/A		N/A
FHLB and FRB stock	FHLB and FRB stock	101,568		N/A		N/A		N/A		FHLB and FRB stock	101,568		N/A		N/A		N/A
Financial liabilities:	Financial liabilities:									Financial liabilities:
Deposits	Deposits	$	9,123,234	$	—	$	8,341,419	$	—	Deposits	$	9,123,234	$	—	$	8,341,419	$	—
Advances from FHLB	Advances from FHLB	1,175,000		—		1,156,852		—		Advances from FHLB	1,175,000		—		1,156,852		—
Accrued interest payable	Accrued interest payable	8,795		—		8,795		—		Accrued interest payable	8,795		—		8,795		—
Subordinated debentures and subordinated notes	Subordinated debentures and subordinated notes	228,775		—		228,775		—		Subordinated debentures and subordinated notes	228,775		—		228,775		—
Securities sold under agreement to repurchase	Securities sold under agreement to repurchase	—		—		—		—		Securities sold under agreement to repurchase	—		—		—		—

(1) LHFS represent mortgage LHFS that are carried at lower of cost or market.

(2) LHI includes MW and is carried at amortized cost.

6. Derivative Financial Instruments

The Company primarily uses derivatives to manage exposure to market risk, including interest rate risk and credit risk and to assist customers with their risk management objectives. Management will designate certain derivatives as hedging instruments in a qualifying hedge accounting relationship. The Company’s remaining derivatives consist of derivatives held for customer accommodation or other purposes.

The fair value of derivative positions outstanding is included in other assets and accounts payable and other liabilities on the accompanying consolidated balance sheets and in the net change in each of these financial statement line items in the

2731

accompanying consolidated statements of cash flows. For derivatives not designated as hedging instruments, swap fee income and gains and losses due to changes in fair value are included in other noninterest income and the operating section of the consolidated statement of cash flows. For derivatives designated as hedging instruments, the entire change in the fair value related to the derivative instrument is recognized as a component of other comprehensive income and subsequently reclassified into interest income or interest expense when the forecasted transaction affects income. The notional amounts and estimated fair values as of ~~March 31,~~September 30, 2023 and December 31, 2022 are as shown in the table below.

March 31, 2023 December 31, 2022
Estimated Fair Value Estimated Fair Value
Notional
Amount Asset Derivative Liability Derivative Notional
Amount Asset Derivative Liability Derivative
Derivatives designated as hedging instruments (cash flow hedges):
Interest rate swap on money market deposit account payments $ 250,000 $ 17,257 $ — $ 250,000 $ 21,234 $ —
Interest rate swaps on customer loan interest payments 375,000 — 41,126 375,000 — 49,211
Interest rate collars on customer loan interest payments 450,000 3,445 3,754 450,000 3,267 4,960
Interest rate floor on customer loan interest payments 200,000 7,544 — 100,000 2,022 —
Total derivatives designated as hedging instruments $ 1,275,000 $ 28,246 $ 44,880 $ 1,175,000 $ 26,523 $ 54,171
Derivatives not designated as hedging instruments:
Financial institution counterparty:
Interest rate swaps $ 805,488 $ 29,358 $ 2,454 $ 805,311 $ 38,839 $ 1,126
Interest rate caps and corridors 123,870 1,351 — 68,370 1,494 —
Commercial customer counterparty:
Interest rate swaps 805,488 1,912 28,282 805,311 1,004 38,188
Interest rate caps and corridors 123,870 — 1,351 68,370 — 1,494
Total derivatives not designated as hedging instruments $ 1,858,716 $ 32,621 $ 32,087 $ 1,747,362 $ 41,337 $ 40,808
Offsetting derivative assets/liabilities (25,703) (25,703) (30,982) (30,982)
Total derivatives $ 3,133,716 $ 35,164 $ 51,264 $ 2,922,362 $ 36,878 $ 63,997


	September 30, 2023						December 31, 2022
			Estimated Fair Value						Estimated Fair Value
	Notional Amount		Asset Derivative		Liability Derivative		Notional Amount		Asset Derivative		Liability Derivative
Derivatives designated as hedging instruments (cash flow hedges):
Interest rate swap on money market deposit account payments	$	250,000	$	16,877	$	—	$	250,000	$	21,234	$	—
Interest rate swaps on customer loan interest payments	375,000		—		55,251		375,000		—		49,211
Interest rate collars on customer loan interest payments	450,000		1,237		6,826		450,000		3,267		4,960
Interest rate floor on customer loan interest payments	200,000		2,779		—		100,000		2,022		—
Total derivatives designated as hedging instruments	$	1,275,000	$	20,893	$	62,077	$	1,175,000	$	26,523	$	54,171

Derivatives not designated as hedging instruments:
Financial institution counterparty:
Interest rate swaps	$	877,614	$	51,973	$	75	$	805,311	$	38,839	$	1,126
Interest rate caps and corridors	264,770		2,543		—		68,370		1,494		—
Commercial customer counterparty:
Interest rate swaps	877,614		54		51,418		805,311		1,004		38,188
Interest rate caps and corridors	264,770		—		2,543		68,370		—		1,494
Total derivatives not designated as hedging instruments	$	2,284,768	$	54,570	$	54,036	$	1,747,362	$	41,337	$	40,808
Offsetting derivative assets/liabilities	—		(41,628)		(41,628)		—		(30,982)		(30,982)
Total derivatives	$	3,559,768	$	33,835	$	74,485	$	2,922,362	$	36,878	$	63,997

Pre-tax (loss) gain included in the consolidated statements of income and related to derivative instruments for the three and nine months ended ~~March 31,~~September 30, 2023 and 2022 were as follows.

For the Three Months Ended
March 31, 2023 For the Three Months Ended
March 31, 2022
(Loss) gain recognized in other comprehensive income on derivative Gain (loss) reclassified from accumulated other comprehensive income into income Location of (loss) gain reclassified from accumulated other comprehensive income into income Gain (loss) recognized in other comprehensive income on derivative (Loss) gain reclassified from accumulated other comprehensive income into income Location of (loss) gain reclassified from accumulated other comprehensive income into income
Derivatives designated as hedging instruments (cash flow hedges):
Interest rate swap on borrowing advances $ (1,082) $ 1,082 Interest Expense $ (264) $ 264 Interest Expense
Interest rate swap on money market deposit account payments (3,977) 2,568 Interest Expense 9,389 (171) Interest Expense
Derivatives on customer loan interest payments 12,136 (3,807) Interest Income (22,506) 1,078 Interest Income
Total $ 7,077 $ (157) $ (13,381) $ 1,171
Net gain recognized in other noninterest income Net gain recognized in other noninterest income
Derivatives not designated as hedging instruments:
Interest rate swaps, caps, floors and collars $ 212 $ 719


	For the Three Months Ended September 30, 2023						For the Three Months Ended September 30, 2022
	(Loss) recognized in other comprehensive income on derivative		Gain (loss) reclassified from accumulated other comprehensive income into income		Location of (loss) gain reclassified from accumulated other comprehensive income into income		(Loss) gain recognized in other comprehensive income on derivative		Gain reclassified from accumulated other comprehensive income into income		Location of (loss) gain reclassified from accumulated other comprehensive income into income
Derivatives designated as hedging instruments (cash flow hedges):
Interest rate swap on borrowing advances	$	(1,105)	$	1,105	Interest Expense		$	(1,106)	$	1,106	Interest Expense
Interest rate swap on money market deposit account payments	(1,751)		3,035		Interest Expense		5,855		1,124		Interest Expense
Interest rate swaps, collars and floors on customer loan interest payments	(9,060)		(5,260)		Interest Income		(23,165)		(873)		Interest Income
Total	$	(11,916)	$	(1,120)			$	(18,416)	$	1,357

					Net gain recognized in other noninterest income						Net gain recognized in other noninterest income
Derivatives not designated as hedging instruments:
Interest rate swaps, caps and collars					$	180					$	3,039


	For the Nine Months Ended September 30, 2023						For the Nine Months Ended September 30, 2022
	(Loss) gain recognized in other comprehensive income on derivative		Gain (loss) reclassified from accumulated other comprehensive income into income		Location of (loss) gain reclassified from accumulated other comprehensive income into income		Gain (loss) recognized in other comprehensive income on derivative		(Loss) gain reclassified from accumulated other comprehensive income into income		Location of (loss) gain reclassified from accumulated other comprehensive income into income
Derivatives designated as hedging instruments (cash flow hedges):
Interest rate swap on borrowing advances	$	(3,281)	$	3,281	Interest Expense		$	(2,464)	$	2,464	Interest Expense
Interest rate swap on money market deposit account payments	(4,358)		8,469		Interest Expense		17,567		1,182		Interest Expense
Interest rate swaps, collars and floors on customer loan interest payments	(12,233)		(13,773)		Interest Income		(58,473)		704		Interest Income
Total	$	(19,872)	$	(2,023)			$	(43,370)	$	4,350

					Net gain recognized in other noninterest income						Net gain recognized in other noninterest income
Derivatives not designated as hedging instruments:
Interest rate swaps, caps and collars					$	1,375					$	5,165

Cash Flow Hedges

We enter into cash flow hedge relationships to mitigate exposure to the variability of future cash flows or other forecasted transactions. The Company uses interest rate swaps, floors, caps and collars to manage overall cash flow changes related to interest rate risk exposure on benchmark interest rate loans. To qualify for hedge accounting, a formal assessment is prepared to determine whether the hedging relationship, both at inception and on an ongoing basis, is expected to be highly effective in achieving offsetting cash flows attributable to the hedged risk during the term of the cash flow hedge. 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 AOCI is recognized in earnings immediately. The cash flow hedges are recorded at fair value in other assets and other liabilities on the consolidated balance sheets with changes in fair value recorded in AOCI, net of tax. 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.

2934

Interest Rate Swap, Floor, Cap and Collar Agreements Not Designated as Hedging Derivatives

In order to accommodate the borrowing needs of certain commercial customers, the Company has entered into interest rate swap or cap agreements with those customers. These interest rate derivative contracts effectively allow the Company’s customers to convert a variable rate loan into a fixed rate loan. In order to offset the exposure and manage interest rate risk, at the time an agreement was entered into with a customer, the Company entered into an interest rate swap or cap with a correspondent bank counterparty with offsetting terms. These derivative instruments are not designated as accounting hedges and changes in the net fair value are recognized in noninterest income or expense. Because the Company acts as an intermediary for its customers, changes in the fair value of the underlying derivative contracts substantially offset each other and do not have a material impact on the Company’s results of operations. The fair value amounts are included in other assets and other liabilities.

The following is a summary of the interest rate swaps, caps and collars outstanding as of ~~March 31,~~September 30, 2023 and December 31, 2022.


		March 31, 2023								September 30, 2023
		Notional Amount		Fixed Rate	Floating Rate	Maturity	Fair Value			Notional Amount		Fixed Rate	Floating Rate	Maturity	Fair Value
Non-hedging derivative instruments:	Non-hedging derivative instruments:								Non-hedging derivative instruments:
Customer interest rate derivative:	Customer interest rate derivative:								Customer interest rate derivative:
Interest rate swaps - receive fixed/pay floating	Interest rate swaps - receive fixed/pay floating	$	805,488	2.41% - 8.47%	LIBOR 1 month + 3.0% - 5.0% SOFR CME 1 month + 0.0% - 3.8% SOFR-NYFD 30 day avg + 2.5% - 3.0%	Wtd. Avg. 4.8 years	$	(27,071)	Interest rate swaps - receive fixed/pay floating	$	877,614	2.41% - 7.37%	LIBOR 1 month + 3.0% SOFR CME 1 month + 0.0% - 3.8% SOFR-NYFD 30 day avg + 2.5% - 3.0%	Wtd. Avg. 4.3 years	$	(51,622)
Interest rate caps and corridors	Interest rate caps and corridors	$	123,870	3.50% - 5.90%	SOFR CME 1 month + 0.0%	Wtd. Avg. 1.6 years	$	(1,351)	Interest rate caps and corridors	$	264,770	3.50% - 7.50%	SOFR CME 1 month + 0.0% - 2.5% SOFR + 0.0%	Wtd. Avg. 1.0 years	$	(2,543)

Correspondent interest rate derivative:	Correspondent interest rate derivative:								Correspondent interest rate derivative:
Interest rate swaps - pay fixed/receive floating	Interest rate swaps - pay fixed/receive floating	$	805,488	2.41% - 8.47%	LIBOR 1 month + 3.0% - 5.0% SOFR CME 1 month + 0.0% - 3.8% SOFR-NYFD 30 day avg + 2.5% - 3.0%	Wtd. Avg. 4.8 years	$	26,904	Interest rate swaps - pay fixed/receive floating	$	877,614	2.41% - 7.37%	LIBOR 1 month + 3.0% SOFR CME 1 month + 0.0% - 3.8% SOFR-NYFD 30 day avg + 2.5% - 3.0%	Wtd. Avg. 4.3 years	$	51,898
Interest rate caps and corridors	Interest rate caps and corridors	$	123,870	3.50% - 5.90%	SOFR CME 1 month + 0.0%	Wtd. Avg. 1.6 years	$	1,351	Interest rate caps and corridors	$	264,770	3.50% - 7.50%	SOFR CME 1 month + 0.0% - 2.5% SOFR + 0.0%	Wtd. Avg. 1.0 years	$	2,543

		December 31, 2022								December 31, 2022
		Notional Amount		Fixed Rate	Floating Rate	Maturity	Fair Value			Notional Amount		Fixed Rate	Floating Rate	Maturity	Fair Value
Non-hedging derivative instruments:	Non-hedging derivative instruments:								Non-hedging derivative instruments:
Customer interest rate derivative:	Customer interest rate derivative:								Customer interest rate derivative:
Interest rate swaps - receive fixed/pay floating	Interest rate swaps - receive fixed/pay floating	$	805,311	2.41% - 8.47%	LIBOR 1 month + 2.8% - 5.0% SOFR CME 1 month + 0.0% - 3.8% SOFR-NYFD 30 day avg + 2.5% - 3.0%	Wtd. Avg. 5.1 years	$	(37,183)	Interest rate swaps - receive fixed/pay floating	$	805,311	2.41% - 8.47%	LIBOR 1 month + 2.8% - 5.0% SOFR CME 1 month + 0.0% - 3.8% SOFR-NYFD 30 day avg + 2.5% - 3.0%	Wtd. Avg. 5.1 years	$	(37,183)
Interest rate caps and corridors	Interest rate caps and corridors	$	68,370	3.50%	LIBOR 1 month + 0.0%	Wtd. Avg. 1.8 years	$	(1,494)	Interest rate caps and corridors	$	68,370	3.50%	LIBOR 1 month + 0.0%	Wtd. Avg. 1.8 years	$	(1,494)

Correspondent interest rate derivative:	Correspondent interest rate derivative:								Correspondent interest rate derivative:
Interest rate swaps - pay fixed/receive floating	Interest rate swaps - pay fixed/receive floating	$	805,311	2.41% - 8.47%	LIBOR 1 month + 2.8% - 5.0% SOFR CME 1 month + 0.0% - 3.8% SOFR-NYFD 30 day avg + 2.5% - 3.0%	Wtd. Avg. 5.1 years	$	37,713	Interest rate swaps - pay fixed/receive floating	$	805,311	2.41% - 8.47%	LIBOR 1 month + 2.8% - 5.0% SOFR CME 1 month + 0.0% - 3.8% SOFR-NYFD 30 day avg + 2.5% - 3.0%	Wtd. Avg. 5.1 years	$	37,713
Interest rate caps and corridors	Interest rate caps and corridors	$	68,370	3.50%	LIBOR 1 month + 0.0%	Wtd. Avg. 1.8 years	$	1,494	Interest rate caps and corridors	$	68,370	3.50%	LIBOR 1 month + 0.0%	Wtd. Avg. 1.8 years	$	1,494

3035

7. Off-Balance Sheet Loan Commitments

The Company is party to financial instruments with off-balance sheet ~~(“OBS”)~~ risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, MW commitments and standby and commercial letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

The Company’s exposure to credit loss in the event of nonperformance by the other party to a financial instrument for commitments to extend credit, MW commitments and standby and commercial letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

The following table sets forth the approximate amounts of these financial instruments as of ~~March 31,~~September 30, 2023 and December 31, 2022:


		March 31,		December 31,			September 30,		December 31,
		2023		2022			2023		2022
Commitments to extend credit	Commitments to extend credit	$	4,138,471	$	4,511,671	Commitments to extend credit	$	3,325,075	$	4,511,671
MW commitments	MW commitments	985,207		1,088,558		MW commitments	974,941		1,088,558
Standby and commercial letters of credit	Standby and commercial letters of credit	105,950		98,179		Standby and commercial letters of credit	101,602		98,179
Total	Total	$	5,229,628	$	5,698,408	Total	$	4,401,618	$	5,698,408

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 may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Management evaluates each customer’s creditworthiness on a case-by-case basis and substantially all of the Company’s commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of future loan funding. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management’s credit evaluation of the borrower.

MW commitments are unconditionally cancellable and represent the unused capacity on MW facilities the Company has approved. The Company reserves the right to refuse to buy any mortgage loans offered for sale by a customer, for any reason, at the Company’s sole and absolute discretion.

Standby and commercial letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Standby and commercial letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company’s policy for obtaining collateral and the nature of such collateral is substantially the same as that involved in making commitments to extend credit.

The table below presents the activity in the allowance for unfunded commitment credit losses related to those financial instruments discussed above. This ACL on unfunded commitments is recorded in accounts payable and other liabilities on the consolidated balance sheets:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022
Beginning balance for ACL on unfunded commitments	Beginning balance for ACL on unfunded commitments	$	10,086	$	9,266		Beginning balance for ACL on unfunded commitments	$	10,454	$	9,759	$	10,086	$	9,266
Provision for credit losses on unfunded commitments		1,497		493
(Benefit) provision for credit losses on unfunded commitments							(Benefit) provision for credit losses on unfunded commitments	(909)		850		(541)		1,343
Ending balance of ACL on unfunded commitments	Ending balance of ACL on unfunded commitments	$	11,583	$	9,759		Ending balance of ACL on unfunded commitments	$	9,545	$	10,609	$	9,545	$	10,609

3136

8. Stock-Based Awards

2010 Stock Option and Equity Incentive Plan (“2010 Incentive Plan”)

The Company recognized no stock compensation expense related to the 2010 Incentive Plan for the three and nine months ended ~~March 31,~~September 30, 2023 and 2022.

A summary of option activity under the 2010 Incentive Plan for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, and changes during the periods then ended, is presented below:


		2010 Incentive Plan							2010 Incentive Plan
		Non-Performance Based Stock Options							Non-Performance Based Stock Options
		Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value			Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2022	Outstanding at January 1, 2022	1,000	$	10.43				Outstanding at January 1, 2022	1,000	$	10.43

Outstanding and exercisable at March 31, 2022		1,000	$	10.43	1.07
Outstanding and exercisable at September 30, 2022								Outstanding and exercisable at September 30, 2022	1,000	$	10.43	1.07

Outstanding at January 1, 2023	Outstanding at January 1, 2023	1,000	$	10.43	1.07	$	147	Outstanding at January 1, 2023	1,000	$	10.43	1.07	$	147

Exercised	Exercised	(1,000)	10.43					Exercised	(1,000)	10.43
Outstanding and exercisable at March 31, 2023		—	$	—	—	$	—
Outstanding and exercisable at September 30, 2023								Outstanding and exercisable at September 30, 2023	—	$	—	—	$	—

As of ~~March 31,~~September 30, 2023, December 31, 2022 and ~~March 31,~~September 30, 2022 there was no unrecognized stock compensation expense related to non-performance based stock options.

A summary of the fair value of the Company’s stock options exercised under the 2010 Incentive Plan for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022 is presented below:

Fair Value of Options Exercised as of March 31,
2023 2022
Nonperformance-based stock options exercised $ 16 $ —


	Fair Value of Options Exercised as of September 30,
	2023		2022
Nonperformance-based stock options exercised	$	16	$	—

2022 Equity Plan and Green Acquired Omnibus Plans

Grants of Restricted Stock Units

During the three and nine months ending ~~March 31,~~September 30, 2023, the Company granted non-performance-based RSUs and performance-based restricted stock units (“PSUs”) under the 2022 Amended and Restated Omnibus Incentive Plan (the “2022 Equity Plan”) and the Veritex (Green) 2014 Omnibus Equity Incentive Plan (the “Veritex (Green) 2014 Plan”). The majority of the RSUs granted to employees during the ~~three~~nine months ending ~~March 31,~~September 30, 2023 have an annual graded vesting over a three year period from the grant date.

The PSUs granted in February 2023 are subject to a service, performance and market conditions. The performance and market condition determine the number of awards to vest. The service period is from February 1, 2023 to January 31, 2026, the performance conditions performance period is from January 1, 2023 to December 31, 2025 and the market condition performance period is from February 1, 2023 to January 31, 2026. A Monte Carlo simulation was used to estimate the fair value of PSUs on the grant date.

Stock Compensation Expense

Stock compensation expense for options, RSUs and PSUs granted under the 2022 Equity Plan and the Veritex (Green) 2014 Plan were as follows:

3237


		Three Months Ended March 31,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022			2023		2022		2023		2022
2022 Equity Plan	2022 Equity Plan	$	2,465	$	2,904	2022 Equity Plan	$	2,471	$	2,918	$	7,616	$	8,266
Veritex (Green) 2014 Plan	Veritex (Green) 2014 Plan	422		414		Veritex (Green) 2014 Plan	489		197		1,398		811

2022 Equity Plan

A summary of the status of the Company’s stock options under the 2022 Equity Plan as of ~~March 31,~~September 30, 2023 and 2022, and changes during the ~~three~~nine months then ended, is as follows:


		2022 Equity Plan						2022 Equity Plan
		Non-performance Based Stock Options						Non-performance Based Stock Options
		Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value				Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2022	Outstanding at January 1, 2022	710,043	$	24.38					Outstanding at January 1, 2022	710,043	$	24.38

Granted									Granted	1,500	31.26

Exercised	Exercised	(38,128)	23.34						Exercised	(44,049)	23.21
Outstanding at March 31, 2022		671,915	$	24.44	6.65
Options exercisable at March 31, 2022		518,237	$	24.45	6.35
Outstanding at September 30, 2022									Outstanding at September 30, 2022	667,494	$	24.47	6.19
Options exercisable at September 30, 2022									Options exercisable at September 30, 2022	541,650	$	24.57	5.93

Outstanding at January 1, 2023	Outstanding at January 1, 2023	657,494	$	24.47					Outstanding at January 1, 2023	657,494	$	24.47

Forfeited	Forfeited	(1,666)	17.38						Forfeited	(1,666)	17.38
Cancelled	Cancelled	(3,804)	29.13						Cancelled	(3,804)	29.13
Exercised	Exercised	(3,951)	21.38						Exercised	(17,285)	18.29
Outstanding at March 31, 2023		648,073	$	24.48	5.24	$	123
Options exercisable at March 31, 2023		610,073	$	24.74	5.13	$	114
Outstanding at September 30, 2023									Outstanding at September 30, 2023	634,739	$	24.63	4.84 years	$	97
Options exercisable at September 30, 2023									Options exercisable at September 30, 2023	608,739	$	24.79	4.78 years	$	97

As of ~~March 31,~~September 30, 2023, December 31, 2022 and ~~March 31,~~September 30, 2022, there was ~~$122,~~$36, $172 and ~~$626~~$327 of total unrecognized compensation expense related to options awarded under the 2022 Equity Plan, respectively. The unrecognized compensation expense at ~~March 31,~~September 30, 2023 is expected to be recognized over the remaining weighted average requisite service period of 0.01 years.

3338

A summary of the status of the Company’s RSUs under the 2022 Equity Plan as of ~~March 31,~~September 30, 2023 and 2022, and changes during the ~~three~~nine months then ended, is as follows:


		2022 Equity Plan			2022 Equity Plan
		Non-performance-Based			Non-performance-Based
		RSUs			RSUs
		Units	Weighted Average Grant Date Fair Value				Units	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2022	Outstanding at January 1, 2022	598,051	$	23.39		Outstanding at January 1, 2022	598,051	$	23.39
Granted	Granted	169,355	40.77			Granted	519,455	33.99

Vested into shares	Vested into shares	(96,141)	24.69			Vested into shares	(140,857)	26.49
Forfeited	Forfeited	(2,350)	26.12			Forfeited	(13,693)	32.91
Outstanding at March 31, 2022		668,915	$	27.59
Outstanding at September 30, 2022						Outstanding at September 30, 2022	962,956	$	28.52

Outstanding at January 1, 2023	Outstanding at January 1, 2023	955,104	$	28.38		Outstanding at January 1, 2023	955,104	$	28.38
Granted	Granted	224,165	27.90			Granted	289,252	27.17

Vested into shares	Vested into shares	(162,952)	30.23			Vested into shares	(237,940)	29.58
Forfeited	Forfeited	(16,394)	31.77			Forfeited	(30,533)	32.23
Outstanding at March 31, 2023		999,923	$	27.87
Outstanding at September 30, 2023						Outstanding at September 30, 2023	975,883	$	27.61

A summary of the status of the Company’s PSUs under the 2022 Equity Plan as of ~~March 31,~~September 30, 2023 and 2022, and changes during the ~~three~~nine months then ended, is as follows:


		2022 Equity Plan			2022 Equity Plan
		Performance-Based			Performance-Based
		PSUs			PSUs
		Units	Weighted Average Grant Date Fair Value				Units	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2022	Outstanding at January 1, 2022	156,471	$	24.17		Outstanding at January 1, 2022	156,471	$	24.17
Granted	Granted	39,429	40.38			Granted	39,429	40.38
Incremental PSUs granted upon performance conditions met						Incremental PSUs granted upon performance conditions met	31,655	23.90
Vested into shares						Vested into shares	(94,991)	21.49

Outstanding at March 31, 2022		132,564	$	30.15
Outstanding at September 30, 2022						Outstanding at September 30, 2022	132,564	$	30.15

Outstanding at January 1, 2023	Outstanding at January 1, 2023	126,707	$	31.19		Outstanding at January 1, 2023	126,707	$	31.19
Granted	Granted	53,310	27.55			Granted	53,310	27.55

Vested into shares	Vested into shares	(41,781)	26.42			Vested into shares	(41,781)	26.42

Outstanding at March 31, 2023		129,768	$	30.28
Forfeited						Forfeited	(8,468)	30.90
Outstanding at September 30, 2023						Outstanding at September 30, 2023	129,768	$	30.28

As of ~~March 31,~~September 30, 2023, December 31, 2022 and ~~March 31,~~September 30, 2022, there was $~~15,278~~16,869, $17,160 and ~~$16,882~~$14,327 of total unrecognized compensation related to RSUs and PSUs awarded under the 2022 Equity Plan, respectively. The unrecognized compensation expense at ~~March 31,~~September 30, 2023 is expected to be recognized over the remaining weighted average requisite service period of ~~1.68~~1.83 years.

A summary of the fair value of the Company’s stock options exercised, RSUs and PSUs vested under the 2022 Equity Plan during the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022 is presented below:

3439


		Fair Value of Options Exercised or RSUs Vested in the Three Months Ended March 31,			Fair Value of Options Exercised or RSUs Vested in the Nine Months Ended September 30,
		2023	2022		2023	2022
Non-performance-based stock options exercised	Non-performance-based stock options exercised	31	1,562	Non-performance-based stock options exercised	66	1,650
RSUs vested	RSUs vested	3,044	2,524	RSUs vested	3,800	2,503
PSUs vested	PSUs vested	1,070	2,270	PSUs vested	1,070	2,270

Veritex (Green) 2014 Plan

A summary of the status of the Company’s stock options under the Veritex (Green) 2014 Plan as of ~~March 31,~~September 30, 2023 and 2022, and changes during the ~~three~~nine months then ended, is as follows:


		Veritex (Green) 2014 Plan							Veritex (Green) 2014 Plan
		Non-performance Based Stock Options							Non-performance Based Stock Options
		Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value			Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2022	Outstanding at January 1, 2022	217,804	$	19.62				Outstanding at January 1, 2022	217,804	$	19.62

Cancelled								Cancelled	(790)
Exercised	Exercised	(28,622)	21.34					Exercised	(58,642)	19.21
Outstanding at March 31, 2022		189,182	$	19.37	5.57
Options exercisable at March 31, 2022		180,830	$	18.81	5.45
Outstanding at September 30, 2022								Outstanding at September 30, 2022	158,372	$	19.76	5.42
Options exercisable at September 30, 2022								Options exercisable at September 30, 2022	149,646	$	19.11	5.29

Outstanding at January 1, 2023	Outstanding at January 1, 2023	155,212	$	19.83				Outstanding at January 1, 2023	155,212	$	19.83

Cancelled	Cancelled	(505)	21.38					Cancelled	(9,717)	21.38
Exercised	Exercised	(13,266)	21.38					Exercised	(13,266)	22.74
Outstanding at March 31, 2023		141,441	$	21.86	4.87	$	287
Options exercisable at March 31, 2023		141,441	$	21.86	4.87	$	287
Outstanding at September 30, 2023								Outstanding at September 30, 2023	132,229	$	21.89	3.91 years	$	267
Options exercisable at September 30, 2023								Options exercisable at September 30, 2023	132,229	$	21.89	3.91 years	$	267
Weighted average fair value of options granted during the period	Weighted average fair value of options granted during the period		$	—				Weighted average fair value of options granted during the period		$	—

As of ~~March 31,~~September 30, 2023 and December 31, 2022 there was no unrecognized compensation expense related to options awarded under the Veritex (Green) 2014 Plan. As of ~~March 31,~~September 30, 2022 there was ~~$75~~$25 of total unrecognized compensation expense related to options awarded under the Veritex (Green) 2014 Plan, respectively.

3540

A summary of the status of the Company’s RSUs under the Veritex (Green) 2014 Plan as of ~~March 31,~~September 30, 2023 and 2022 and changes during the ~~three~~nine months then ended, is as follows:


		Veritex (Green) 2014 Plan				Veritex (Green) 2014 Plan
		Non-performance-Based				Non-performance-Based
		RSUs				RSUs
		Units	Weighted Average Grant Date Fair Value			Units	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2022	Outstanding at January 1, 2022	122,784	$	21.13	Outstanding at January 1, 2022	122,784	$	21.13
Granted	Granted	4,231	40.38		Granted	4,231	40.38
Vested into shares	Vested into shares	(32,931)	21.80		Vested into shares	(33,531)	21.80
Forfeited	Forfeited	(2,558)	29.13		Forfeited	(7,601)	29.13
Outstanding at March 31, 2022		91,526	$	21.55
Outstanding at September 30, 2022					Outstanding at September 30, 2022	85,883	$	21.11

Outstanding at January 1, 2023	Outstanding at January 1, 2023	86,233	$	21.09	Outstanding at January 1, 2023	86,233	$	21.09

Vested into shares	Vested into shares	(19,282)	29.66		Vested into shares	(19,282)	29.66
Forfeited	Forfeited	(2,232)	29.13		Forfeited	(2,232)	29.13
Outstanding at March 31, 2023		64,719	$	18.26
Outstanding at September 30, 2023					Outstanding at September 30, 2023	64,719	$	18.26

A summary of the status of the Company’s PSUs under the Veritex (Green) 2014 Plan as of ~~March 31,~~September 30, 2023 and 2022 and changes during the ~~three~~nine months then ended, is as follows:


		Veritex (Green) 2014 Plan				Veritex (Green) 2014 Plan
		Performance-Based				Performance-Based
		PSUs				PSUs
		Units	Weighted Average Grant Date Fair Value			Units	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2022	Outstanding at January 1, 2022	35,899	$	22.26	Outstanding at January 1, 2022	35,899	$	22.26
Granted	Granted	4,411	40.38		Granted	4,411	40.38
Incremental PSUs granted upon performance condition met	Incremental PSUs granted upon performance condition met	10,566	$	19.69	Incremental PSUs granted upon performance condition met	10,566	19.69
Vested into shares	Vested into shares	(31,703)	$	19.69	Vested into shares	(31,703)	19.69

Outstanding at March 31, 2022		19,173	$	29.26
Outstanding at September 30, 2022					Outstanding at September 30, 2022	19,173	$	29.26

Outstanding at January 1, 2023	Outstanding at January 1, 2023	19,173	$	30.74	Outstanding at January 1, 2023	19,173	$	30.74

Vested into shares	Vested into shares	(8,531)	25.94		Vested into shares	(8,531)	25.94

Outstanding at March 31, 2023		10,642	$	31.93
Outstanding at September 30, 2023					Outstanding at September 30, 2023	10,642	$	31.93

As of ~~March 31,~~September 30, 2023, December 31, 2022 and ~~March 31,~~September 30, 2022, there was $~~3,260~~2,232, $3,825, and ~~$1,399,~~$1,024, respectively, of total unrecognized compensation related to outstanding RSUs and PSUs awarded under the Veritex (Green) 2014 Plan to be recognized over a remaining weighted average requisite service period of ~~2.20~~0.87 years.

3641

A summary of the fair value of the Company’s stock options exercised and RSUs vested under the Veritex (Green) 2014 Plan during the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022 presented below:


		Fair Value of Options Exercised or RSUs Vested in the Three Months Ended March 31,					Fair Value of Options Exercised or RSUs Vested in the Nine Months Ended September 30,
		2023		2022			2023		2022
Non-performance-based stock options exercised	Non-performance-based stock options exercised	$	18	$	1,143	Non-performance-based stock options exercised	$	18	$	1,650
RSUs vested	RSUs vested	1,990		718		RSUs vested	2,169		700
PSU vested	PSU vested	227		624		PSU vested	227		624

Green 2010 Plan

In addition to the Veritex (Green) 2014 Plan discussed earlier in this Note, the Company assumed the Green Bancorp Inc. 2010 Stock Option Plan (“Green 2010 Plan”).

A summary of the status of the Company’s stock options under the Green 2010 Plan as of ~~March 31,~~September 30, 2023 and 2022, and changes during the ~~three~~nine months then ended, is as follows:


		Green 2010 Plan							Green 2010 Plan
		Non-performance Based Stock Options							Non-performance Based Stock Options
		Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value			Shares Underlying Options	Weighted Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2022	Outstanding at January 1, 2022	66,143	$	12.56				Outstanding at January 1, 2022	66,143	$	12.56

Cancelled								Cancelled	(21,235)	11.40
Exercised	Exercised	(1,372)	13.07					Exercised	(1,746)	13.20
Outstanding at March 31, 2022		64,771	$	12.55	1.95 years
Outstanding at September 30, 2022								Outstanding at September 30, 2022	43,162	$	13.11	2.30 years

Outstanding at January 1, 2023	Outstanding at January 1, 2023	43,162	$	13.11				Outstanding at January 1, 2023	43,162	$	13.11

Exercised	Exercised	(29,630)	13.22					Exercised	(32,378)	13.26
Outstanding at March 31, 2023		13,532	$	12.86	3.94 years	$	73
Outstanding at September 30, 2023								Outstanding at September 30, 2023	10,784	$	12.65	4.32 years	$	57

A summary of the fair value of the Company’s stock options exercised under the Green 2010 Plan during the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022 presented below:

Fair Value of Options Exercised as of March 31,
2023 2022
Nonperformance-based stock options exercised 365 56


	Fair Value of Options Exercised as of September 30,
	2023	2022
Nonperformance-based stock options exercised	379	55

9. Income Taxes

Income tax expense for the three and nine months ended ~~March 31,~~September 30, 2023 and 2022 was as follows:


		Three Months Ended March 31,						Three Months Ended September 30,					Nine Months Ended September 30,
		2023			2022					2023			2022			2023			2022
Income tax expense for the period	Income tax expense for the period	$	11,012		$	8,102			Income tax expense for the period	$	9,282		$	12,248		$	30,019		$	28,429
Effective tax rate	Effective tax rate	22.3		%	19.5		%		Effective tax rate	22.2		%	22.0		%	22.3		%	21.1		%

For the three months ended ~~March 31,~~September 30, 2023, the Company had an effective tax rate of 22.2%. The Company had a net discrete tax expense of $505 thousand associated with return to provision adjustments during the three months ended

September 30, 2023. Excluding this discrete tax item, the Company had an effective tax rate of 20.9% for the three months ended September 30, 2023.

For the three months ended September 30, 2022, the Company had an effective tax rate of 22.0% with no significant discrete tax items during the three months ended September 30, 2022 impacting the effective tax rate.

For the nine months ended September 30, 2023, the Company had an effective tax rate of 22.3%. The Company had a net discrete tax expense of ~~$112~~$658 thousand, of which $505 thousand was associated with a return to provision adjustment and $153 thousand associated with the recognition of an excess tax expense realized on share-based payment awards during the ~~three~~nine months ended ~~March 31,~~September 30, 2023. Excluding ~~this~~these discrete tax ~~item,~~items, the Company had an effective tax rate of ~~22.1%~~21.8% for the ~~three~~nine months ended ~~March 31,~~September 30, 2023.

For the ~~three~~nine months ended ~~March 31,~~September 30, 2022, the Company had an effective tax rate of ~~19.5%~~21.1%. The Company had a net discrete tax benefit of ~~$992~~$1.1 million associated with the recognition of an excess tax ~~benefit~~expense realized on share-based payment awards during the ~~three~~nine months ended ~~March 31, 2022 .~~September 30, 2022. Excluding this discrete tax item, the Company had an effective tax rate of 21.9% for the ~~three~~nine months ended ~~March 31,~~September 30, 2022.

10. Legal Contingencies

Litigation

The Company may from time to time be involved in legal actions arising from normal business activities. In the opinion of management, there are no claims for which it is reasonably possible that an adverse outcome would have a material effect on the Company's financial position, liquidity or results of operations. The Company is not aware of any material unasserted claims.

11. Capital Requirements and Restrictions on Retained Earnings

Under applicable U.S. banking laws, there are legal restrictions limiting the amount of dividends the Company can declare. Approval of the regulatory authorities is required if, among other things, the effect of the dividends declared would cause regulatory capital of the Company to fall below specified minimum levels.

The Company on a consolidated basis and the Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements triggers certain mandatory actions and may lead to additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action (“PCA”), the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and PCA classification are also subject to qualitative judgments by the regulators about components of capital, risk weightings of assets, and other factors. In addition, an institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios, if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters.

As a result of our no longer using the ~~CBLR~~Community Bank Leverage Ratio (“CBLR”) framework, we are subject to various quantitative measures established by regulation to ensure capital adequacy. These generally applicable capital requirements require a banking organization that does not operate under the CBLR framework to maintain minimum amounts and ratios (set forth in the table below) of total capital, Tier 1 capital, and common equity Tier 1 capital to risk-weighted assets (“RWA”), and of Tier 1 capital to average assets. The capital rules implementing Basel III also include a “capital conservation buffer” of 2.5% on top of each of the minimum risk-based capital ratios, and a banking organization with any risk-based capital ratio that meets or exceeds the minimum requirement but does not meet the capital conservation buffer will face constraints on dividends, equity repurchases and discretionary bonus payments based on the amount of the shortfall. Additionally, to be categorized as “well capitalized,” a bank that does not operate under the CBLR framework is required to maintain minimum total risk-based common equity Tier 1, Tier 1, and total capital ratios and Tier 1 leverage ratios as set forth in the table below.

As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company’s and the Bank’s capital ratios exceeded those levels necessary to be categorized as “well capitalized”. There are no conditions or events since ~~March 31,~~September 30, 2023 that management believes have changed the Company’s category.

In the first quarter of 2020, U.S. federal regulatory authorities issued an interim final rule that provides banking organizations that adopt ~~CECL~~Current Expected Credit Losses methodology (“CECL”) during the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during the initial two-year delay (i.e., a five-year transition in total). In connection with our adoption of CECL on January 1, 2020, the Company elected to utilize the five-year CECL transition. As a result, the effects of CECL on the Company’s and the Bank’s regulatory capital was delayed through the year 2021, with the effects phased-in over a three-year period from January 1, 2022 through December 31, 2024.

A comparison of the Company’s and Bank’s actual capital amounts and ratios to required capital amounts and ratios is presented in the following table:


		Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under PCA Provisions					Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under PCA Provisions
		Amount		Ratio		Amount		Ratio		Amount		Ratio			Amount		Ratio		Amount		Ratio		Amount		Ratio
As of March 31, 2023
Total capital (to risk-weighted assets “RWA”)
As of September 30, 2023														As of September 30, 2023
Total capital (to RWA)														Total capital (to RWA)
Company	Company	$	1,437,576	11.99	%	$	959,183	8.0	%	n/a		n/a		Company	$	1,504,000	12.95	%	$	929,112	8.0	%	$	1,161,390	10.0	%
Bank	Bank	1,424,435		11.89		958,409		8.0		$	1,198,011	10.0	%	Bank	1,477,654		12.73		928,612		8.0		1,160,765		10.0
Tier 1 capital (to RWA)	Tier 1 capital (to RWA)													Tier 1 capital (to RWA)
Company	Company	1,146,356		9.56		719,470		6.0		n/a		n/a		Company	1,204,446		10.37		696,883		6.0		696,883		6.0
Bank	Bank	1,331,501		11.12		718,436		6.0		957,914		8.0		Bank	1,376,779		11.86		696,516		6.0		928,687		8.0
Common equity tier 1 (to RWA)	Common equity tier 1 (to RWA)													Common equity tier 1 (to RWA)
Company	Company	1,116,632		9.32		539,146		4.5		n/a		n/a		Company	1,174,612		10.11		522,824		4.5		n/a		n/a
Bank	Bank	1,331,501		11.12		538,827		4.5		778,305		6.5		Bank	1,376,779		11.86		522,387		4.5		754,558		6.5
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)													Tier 1 capital (to average assets)
Company	Company	1,146,356		9.67		474,191		4.0		n/a		n/a		Company	1,204,446		10.10		477,008		4.0		n/a		n/a
Bank	Bank	1,331,501		11.24		473,844		4.0		592,305		5.0		Bank	1,376,779		11.56		476,394		4.0		595,493		5.0
As of December 31, 2022	As of December 31, 2022													As of December 31, 2022
Total capital (to RWA)	Total capital (to RWA)													Total capital (to RWA)
Company	Company	$	1,395,904	11.63	%	$	960,209	8.0	%	n/a		n/a		Company	$	1,395,904	11.63	%	$	960,209	8.0	%	n/a		n/a
Bank	Bank	1,368,082		11.41		959,216		8.0		$	1,199,020	10.0	%	Bank	1,368,082		11.41		959,216		8.0		$	1,199,020	10.0	%
Tier 1 capital (to RWA)	Tier 1 capital (to RWA)													Tier 1 capital (to RWA)
Company	Company	1,121,021		9.34		720,142		6.0		n/a		n/a		Company	1,121,021		9.34		720,142		6.0		n/a		n/a
Bank	Bank	1,291,288		10.77		719,381		6.0		959,174		8.0		Bank	1,291,288		10.77		719,381		6.0		959,174		8.0
Common equity tier 1 (to RWA)	Common equity tier 1 (to RWA)													Common equity tier 1 (to RWA)
Company	Company	1,091,353		9.09		540,274		4.5		n/a		n/a		Company	1,091,353		9.09		540,274		4.5		n/a		n/a
Bank	Bank	1,291,288		10.77		539,535		4.5		779,329		6.5		Bank	1,291,288		10.77		539,535		4.5		779,329		6.5
Tier 1 capital (to average assets)	Tier 1 capital (to average assets)													Tier 1 capital (to average assets)
Company	Company	1,121,021		9.82		456,628		4.0		n/a		n/a		Company	1,121,021		9.82		456,628		4.0		n/a		n/a
Bank	Bank	1,291,288		11.32		456,286		4.0		570,357		5.0		Bank	1,291,288		11.32		456,286		4.0		570,357		5.0

Dividend Restrictions

Dividends paid by the Bank are subject to certain restrictions imposed by regulatory agencies. Capital requirements further limit the amount of dividends that may be paid by the Bank. ~~No dividends~~Dividends of $20,000 and $40,000 were paid by the Bank

to the Holdco during the three and nine months ending September 30, 2023, respectively. Dividends of $17,500 were paid by the Bank to the Holdco during the three and nine months ended ~~March 31, 2023 and March 31,~~September 30, 2022.

Dividends of ~~$10,837, or $0.20, and $9,913,~~$10,861, or $0.20 per outstanding share, ofand $32,548, or $0.60 per outstanding share on the ~~Company’s common stock~~applicable record date, were paid by the Company during the three and nine months ended ~~March 31,~~September 30, 2023, respectively. Dividends of $10,791, or $0.20 per outstanding share, and $31,496, or $0.60 per outstanding share on the applicable record date, were paid by the Company during the three and nine months ended September 30, 2022, respectively.

The Bank is subject to limitations on dividend payouts if, among other things, it does not have a capital conservation buffer of 2.5% or more. The Bank had a capital conservation buffer of ~~3.89%~~4.73% and 3.41% as of ~~March~~September 30, 2023 and December 31, ~~2023.~~2022, respectively.

3945

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and notes thereto appearing in Item 1 of Part I of this Quarterly Report on Form 10-Q (this “Report”) as well as with our consolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K for the year ended December 31, 2022. Except where the content otherwise requires or when otherwise indicated, the terms “Veritex,” the “Company,” “we,” “us,” “our,” and “our business” refer to the combined entities of Veritex Holdings, Inc. and its subsidiaries, including Veritex Community Bank.

This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under “Special Cautionary Notice Regarding Forward-Looking Statements,” may cause actual results to differ materially from the projected results discussed in the forward-looking statements appearing in this discussion and analysis. We assume no obligation to update any of these forward-looking statements. For additional information concerning forward-looking statements, please read “Special Cautionary Notice Regarding Forward-Looking Statements” below.

Overview

We are a Texas state banking organization with corporate offices in Dallas, Texas. Through our wholly owned subsidiary, Veritex Community Bank, a Texas state-chartered bank, we provide relationship-driven commercial banking products and services tailored to meet the needs of small to medium-sized businesses and professionals. Beginning at our operational inception in 2010, we initially targeted customers and focused our acquisitions primarily in the Dallas metropolitan area, which we consider to be Dallas and the adjacent communities in North Dallas. Our current primary markets now includes the broader Dallas-Fort Worth metroplex and the Houston metropolitan area. As we continue to grow, we may expand to other metropolitan banking markets in Texas.

Our business is conducted through one reportable segment, community banking, which generates the majority of our revenues from interest income on loans, customer service and loan fees, gains on sale of government guaranteed loans and mortgage loans and interest income from securities. We incur interest expense on deposits and other borrowed funds and noninterest expense, such as salaries, employee benefits and occupancy expenses. We analyze our ability to maximize income generated from interest earning assets and expense of our liabilities through net interest margin. Net interest margin is a ratio calculated as net interest income divided by average interest-earning assets. Net interest income is the difference between interest income on interest-earning assets, such as loans and securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings, which are used to fund those assets.

Changes in the market interest rates and interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, and interest-bearing and noninterest-bearing liabilities, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. Fluctuations in market interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international conditions and conditions in domestic and foreign financial markets. Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions in Texas and, specifically, in the Dallas-Fort Worth metroplex and Houston metropolitan area, as well as developments affecting the real estate, technology, financial services, insurance, transportation, manufacturing and energy sectors within our target markets and throughout the state of Texas.

Recent Industry Developments

During the first ~~quarter~~half of 2023, the banking industry experienced significant volatility with multiple high-profile bank failures and industry wide concerns related to liquidity, deposit outflows, unrealized securities losses and eroding consumer confidence in the banking system. Despite these negative industry developments, the Company’s liquidity position and balance sheet remains robust. The Company’s total deposits ~~decreased~~increased by 1%11.8% and 10.4% as compared to December 31, 2022 and June 30, 2023, respectively, to ~~$9.0~~$10.20 billion at September 30, 2023. Borrowings from the FHLB decreased $1.13 billion during the third quarter of 2023. In March ~~31,~~of 2023, ~~as we experienced minimal deposit outflow in~~ the ~~first quarter. There~~ Federal Reserve ~~also~~ established a Bank Term Funding Program (“BTFP”) to offer loans of up to one year to eligible depository institutions pledging qualifying assets as collateral. These assets will be valued at par. The Company signed up for the ~~program~~program; however, the Company has ~~not utilized the program to date.~~no outstanding borrowings. The Company also took a number of preemptive actions, which included pro-active outreach to clients and actions to maximize its funding

sources in response to these recent developments. Furthermore, the Company remains well capitalized with ~~CET1~~Common Equity Tier 1 capital (“ CET1”) at ~~9.32%~~10.11% as of ~~March~~September 30, 2023, an increase of 102 bps from December 31, ~~2023.~~

2022.

In accordance with Item 303(c) of Regulation S-K, the Company is providing a comparison of the quarter ended ~~March 31,~~September 30, 2023 against the preceding sequential quarter. The Company believes providing a sequential discussion of its results of operations provides more relevant information for investors and stakeholders to understand and analyze the business.

Results of Operations for the Three Months Ended ~~March 31,~~September 30, 2023 and ~~December 31, 2022~~June 30, 2023

General

Net income for the three months ended ~~March 31,~~September 30, 2023 was ~~$38.4~~$32.6 million, a decrease of ~~$1.5~~$1.1 million, or ~~3.7%~~3.3%, from net income of ~~$39.9~~$33.7 million for the three months ended ~~December 31, 2022.~~June 30, 2023.

Basic EPS for the three months ended ~~March 31,~~September 30, 2023 was ~~$0.71,~~$0.60, a decrease of ~~$0.03~~$0.02 from ~~$0.74~~$0.62 for the three months ended ~~December 31, 2022.~~June 30, 2023. Diluted EPS for the three months ended ~~March 31,~~September 30, 2023 was ~~$0.70,~~$0.60, a decrease of ~~$0.03~~$0.02 from ~~$0.73~~$0.62 for the three months ended ~~December 31, 2022.~~June 30, 2023.

Net Interest Income

For the three months ended ~~March 31,~~September 30, 2023, net interest income ~~before provisions for credit losses~~ totaled ~~$103.4~~$99.4 million and net interest margin and net interest spread were ~~3.69%~~3.46% and ~~2.74%~~2.30%, respectively. For the three months ended ~~December 31, 2022,~~June 30, 2023, net interest income totaled ~~$106.1~~$100.8 million and net interest margin and net interest spread were ~~3.87%~~3.51% and ~~3.08%~~2.50%, respectively. The decrease in net interest income ~~of $2.7 million~~ was primarily due to an ~~increase of~~ ~~$12.4 millionin interest expense on certificates and other time deposits, a $5.8 million~~ increase in interest expense onof $8.1 million in certificates and other time deposits and a $7.0 million increase in transaction and savings ~~deposits and a $1.8 million~~ ~~increase~~ ~~in interest expense on advances from FHLB.~~deposits. The decrease was partially offset by a $9.0 million decrease in interest ~~income on loans which increased~~ ~~$14.9 million~~expense in advances from FHLB and a ~~$2.1 million~~an increase in interest income of $3.6 million on ~~deposits in financial institutions and Fed Funds sold~~ loans during the three months ended ~~March 31,~~September 30, 2023, compared to the three months ended ~~December 31, 2022. The~~June 30, 2023. Net interest margin decreased 5 bps to 3.46% from 3.51% for the three months ended September 30, 2023, compared to the three months ended June 30, 2023, ~~$18.2 million~~primarily due to the increase in ~~interest expense on deposit accounts was due to an increase in average~~ funding costs ~~of total~~on deposits, ~~and borrowings. The increase in interest income on loans was due to~~partially offset by an increase in loan yields ~~and higher average balances. Net interest margin decreased 18 basis points from the~~ three months ended December 31, 2022 primarily due to an increase in the average rate paid on interest-bearing liabilities, slightly offset by an increase in the average rate paid on interest-bearing liabilities during the three months ended ~~March 31,~~September 30, 2023. As a result, the average cost of interest-bearing deposits increased ~~94 basis points~~ to ~~3.06%~~4.12% for the three months ended ~~March 31,~~September 30, 2023 from ~~2.12%~~3.61% for the three months ended ~~December 31, 2022. The average costs of total deposits, including noninterest-bearing deposits, for the three months ended March 31, 2023 is 2.24%.~~June 30, 2023.

For the three months ended ~~March 31,~~September 30, 2023, interest expense totaled ~~$66.2~~$87.8 million and the average rate paid on interest-bearing liabilities was ~~3.32%~~4.21%. For the three months ended ~~December 31, 2022,~~June 30, 2023, interest expense totaled ~~$46.1~~$81.7 million and the average rate paid on interest-bearing liabilities was ~~2.47%~~3.86%. The quarter-over-quarter increase ~~of $20.1 millionin interest expense~~ was primarily due to ~~an increase in funding costs attributable to a~~ ~~$12.4 million increase~~increases in the average ~~rate~~rates paid on interest-bearing demand and savings deposits, certificates and other time deposits a ~~$5.8 million~~ ~~increase~~driven by increases in ~~interest paid interest-bearing demand and savings deposits and a~~ ~~$1.8 million~~ ~~increase in the average rate paid on advances from FHLB.~~Federal Funds Rate.

The following table presents, for the periods indicated, an analysis of net interest income by each major category of interest-earning assets and ~~interest–bearing~~interest-bearing liabilities, the average amounts outstanding and the interest earned or paid on such amounts. The table also sets forth the average ~~rate~~rates earned on interest-earning assets, the average ~~rate~~rates paid on interest-bearing liabilities, and the net interest margin on average total interest-earning assets for the same periods. Interest earned on loans that are classified as ~~non-accrual~~nonaccrual is not recognized in income; however, the balances are reflected in average outstanding balances for the period. For the three months ended ~~March 31,~~September 30, 2023 and ~~December 31, 2022,~~three months ended June 30, 2023, interest income not recognized on ~~non-accrual~~nonaccrual loans was ~~$772 thousand~~$1.9 million and ~~$4.7~~$2.0 million, respectively. Any ~~non-accrual~~nonaccrual loans have been included in the table as loans carrying a zero yield.

For the Three Months Ended March 31, For the Three Months Ended December 31,
2023 2022
Interest Interest
Average Earned/ Average Average Earned/ Average
Outstanding Interest Yield/ Outstanding Interest Yield/
Balance Paid Rate Balance Paid Rate
(Dollars in thousands)
Assets
Interest-earning assets:
Loans(1)
$ 9,141,137 $ 146,801 6.51 % $ 8,743,380 $ 131,823 5.98 %
LHI, MW 360,172 4,906 5.52 383,080 5,024 5.20
Debt securities 1,252,457 10,988 3.56 1,286,342 10,880 3.36
Interest-bearing deposits in other banks 478,345 5,534 4.69 353,737 3,401 3.81
Equity securities and other investments 124,985 1,408 4.57 119,054 1,087 3.62
Total interest-earning assets 11,357,096 169,637 6.06 10,885,593 152,215 5.55
ACL (92,664) (85,275)
Noninterest-earning assets 949,881 960,726
Total assets $ 12,214,313 $ 11,761,044
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and savings deposits $ 4,150,995 $ 29,857 2.92 % $ 4,321,936 $ 24,043 2.21 %
Certificates and other time deposits 2,588,728 20,967 3.28 1,785,152 8,543 1.90
Advances from FHLB 1,122,683 12,358 4.46 1,073,049 10,577 3.91
Subordinated debentures and subordinated notes 231,251 3,066 5.38 229,037 2,954 5.12
Total interest-bearing liabilities 8,093,657 66,248 3.32 7,409,174 46,117 2.47
Noninterest-bearing liabilities:
Noninterest-bearing deposits 2,470,700 2,737,468
Other liabilities 173,380 179,584
Total liabilities 10,737,737 10,326,226
Stockholders’ equity 1,476,576 1,434,818
Total liabilities and stockholders’ equity $ 12,214,313 $ 11,761,044
Net interest rate spread(2)
2.74 % 3.08 %
Net interest income $ 103,389 $ 106,098
Net interest margin(3)
3.69 % 3.87 %


	For the Three Months Ended
	September 30, 2023						June 30, 2023
			Interest						Interest
	Average		Earned/		Average		Average		Earned/		Average
	Outstanding		Interest		Yield/		Outstanding		Interest		Yield/
	Balance		Paid		Rate		Balance		Paid		Rate
	(Dollars in thousands)
Assets
Interest-earning assets:
Loans(1)	$	9,267,366	$	161,615	6.92	%	$	9,285,550	$	158,685	6.85	%
LHI, MW	357,639		5,753		6.38		371,763		5,042		5.44

Debt Securities	1,121,716		10,928		3.87		1,133,845		10,166		3.60
Interest-earning deposits in other banks	520,785		7,128		5.43		583,818		7,507		5.16
Equity securities and other investments	135,714		1,691		4.94		137,868		1,118		3.25
Total interest-earning assets	11,403,220		187,115		6.51		11,512,844		182,518		6.36
ACL	(105,320)						(102,559)
Noninterest-earning assets	961,162						939,938
Total assets	$	12,259,062					$	12,350,223

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and savings deposits	$	4,168,876	$	39,936	3.80	%	$	3,919,745	$	32,957	3.37	%
Certificates and other time deposits	3,151,704		36,177		4.55		2,873,548		28,100		3.92
Advances from FHLB	725,543		8,523		4.66		1,472,912		17,562		4.78
Subordinated debentures and subordinated debt	229,389		3,118		5.39		229,151		3,068		5.37
Total interest-bearing liabilities	8,275,512		87,754		4.21		8,495,356		81,687		3.86

Noninterest-bearing liabilities:
Noninterest-bearing deposits	2,272,207						2,175,002
Other liabilities	203,173						169,240
Total liabilities	10,750,892						10,839,598
Stockholders’ equity	1,508,170						1,510,625
Total liabilities and stockholders’ equity	$	12,259,062					$	12,350,223
Net interest rate spread(2)					2.30	%					2.50	%
Net interest income			$	99,361					$	100,831
Net interest margin(3)					3.46	%					3.51	%

(1) Includes average outstanding balances of LHFS of ~~$19,679~~$28,284 and ~~$15,296~~$23,374 for the three months ended ~~March 31,~~September 30, 2023 and ~~December 31, 2022,~~three months ended June 30, 2023, respectively, and average balances of LHI, excluding ~~MW.~~MW loans.

(2) Net interest rate spread is equal to the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

(3)Net interest margin is equal to net interest income divided by average interest-earning assets.

The following table presents the changes in interest income and interest expense for the periods indicated for each major component of interest-earning assets and interest-bearing liabilities and distinguishes between the changes attributable to changes in volume and interest rates. For purposes of this table, changes attributable to both rate and volume that cannot be segregated have been allocated to rate.


		For the Three Months Ended
		March 31, 2023 vs. December 31, 2022								For the Three Months Ended
		Increase (Decrease)								September 30, 2023 vs. June 30, 2023
								Increase (Decrease)
		Due to Change in								Due to Change in
		Volume		Rate		Total				Volume		Rate		Total
		(In thousands)								(In thousands)
Interest-earning assets:	Interest-earning assets:								Interest-earning assets:
Loans	Loans	$	3,943	$	11,035	$	14,978		Loans	$	(311)	$	3,241	$	2,930
LHI, MW	LHI, MW	(167)		49		(118)			LHI, MW	(192)		903		711

Debt securities		(8)		116		108
Debt Securities									Debt Securities	(109)		871		762
Equity securities and other investments									Equity securities and other investments	(810)		431		(379)
Interest-bearing deposits in other banks	Interest-bearing deposits in other banks	206		1,927		2,133			Interest-bearing deposits in other banks	(17)		590		573
Equity securities and other investments		53		268		321
Total increase in interest income	Total increase in interest income	4,027		13,395		17,422			Total increase in interest income	(1,439)		6,036		4,597
Interest-bearing liabilities:	Interest-bearing liabilities:								Interest-bearing liabilities:
Interest-bearing demand and savings deposits	Interest-bearing demand and savings deposits	(84)		5,898		5,814			Interest-bearing demand and savings deposits	2,095		4,884		6,979
Certificates and other time deposits	Certificates and other time deposits	733		11,691		12,424			Certificates and other time deposits	2,720		5,357		8,077
Advances from FHLB	Advances from FHLB	99		1,682		1,781			Advances from FHLB	(8,911)		(128)		(9,039)
Subordinated debentures and subordinated notes	Subordinated debentures and subordinated notes	25		87		112			Subordinated debentures and subordinated notes	3		47		50
Total increase in interest expense	Total increase in interest expense	773		19,358		20,131			Total increase in interest expense	(4,093)		10,160		6,067
Increase in net interest income		$	3,254	$	(5,963)	$	(2,709)
Decrease in net interest income									Decrease in net interest income	$	2,654	$	(4,124)	$	(1,470)

Provision for Credit Losses

Our provision for credit losses is a charge to income in order to bring our ACL to a level deemed appropriate by management. ~~For~~We recorded a ~~description of the factors taken into account by management in determining the ACL see “—Financial Condition—Allowance for Credit Losses on Loans Held for Investment.” The~~ provision for credit ~~loan~~ losses ~~was $8.5~~of $8.6 million for the three months ended ~~March 31,~~September 30, 2023, compared to ~~$11.8~~$15.0 million provision for the three months ended ~~December 31, 2022,~~June 30, 2023. The change was primarily attributable to an increase in general reserves as a ~~decrease~~result of ~~$3.3 million. The decrease~~changes in economic factors and individually analyzed loans receiving specific reserves. For the ~~recorded provision~~three months ended September 30, 2023, we also recorded a $909 thousand benefit for ~~credit losses~~unfunded commitments, compared to a $1.1 million benefit for unfunded commitments for the three months ended ~~March 31, 2023 was primarily attributable to changes in~~June 30, 2023. The main driver for the ~~Texas economic forecast and a decrease in loan growth. For the three months ended March 31, 2023, we also recorded a $1.5 million provision for unfunded commitments,~~ ~~which was attributable to~~ ~~changes in Texas economic factors, offset by~~ ~~lower unfunded balances compared~~ ~~to a $523 thousand~~ benefit for unfunded commitments ~~for three months ended December 31, 2022.~~is the reduction of unfunded commitments quarter over quarter.

4349

Noninterest Income

Our primary sources of recurring noninterest income are service charges and fees on deposit accounts, loan fees, loss on sales of debt securities, gain on the sale of mortgage loans, government guaranteed loan income, net, equity method investment (loss) income, customer swap income, and other income. Noninterest income does not include loan origination fees, which are generally recognized over the life of the related loan as an adjustment to yield using the interest method.

The following table presents, for the periods indicated, the major categories of noninterest income:
For the
Three Months Ended
March 31, December 31, Increase
2023 2022 (Decrease)
(In thousands)
Noninterest income:
Service charges and fees on deposit accounts $ 5,017 $ 5,173 $ (156)
Loan fees 2,064 2,477 (413)
Loss on sales of debt securities (5,321) — (5,321)
Gain on sales of mortgage loans 6 4 2
Government guaranteed loan income, net 9,688 7,808 1,880
Equity method investment loss (1,521) (5,416) 3,895
Customer swap income 217 2,273 (2,056)
Other 3,381 2,007 1,374
Total noninterest income $ 13,531 $ 14,326 $ (795)


	For the Three Months Ended
	September 30,		June 30,		Increase
	2023		2023		(Decrease)
	(In thousands)
Noninterest income:
Service charges and fees on deposit accounts	$	5,159	$	5,272	$	(113)
Loan fees	1,564		1,520		44

Gain on sales of mortgage LHFS	21		40		(19)
Government guaranteed loan income, net	1,772		4,144		(2,372)
Equity method investment (loss) income	(136)		485		(621)
Customer swap income	202		961		(759)
Other	1,092		1,270		(178)
Total noninterest income	$	9,674	$	13,692	$	(4,018)

Noninterest income for the three months ended ~~March 31,~~September 30, 2023 decreased ~~$795 thousand,~~$4.0 million, or ~~5.5%~~29.3%, to ~~$13.5~~$9.7 million compared to noninterest income of ~~$14.3~~$13.7 million for the three months ended ~~December 31, 2022.~~June 30, 2023. The primary drivers of the decrease were as ~~follows:~~

~~Loss on sales of debt securities.~~ The loss on sale of debt securities during the three months ended March 31, 2023, compared to the three months ended December 31, 2022, was primarily due to a $5.3 million loss on sales of investment securities due to the Company selling $116.2 million of investment securities in early March 2023.follows.

Government guaranteed loan income, net. Government guaranteed loan income, net, includes income related to the sales of ~~SBA and USDA~~government guaranteed loans. The ~~increase~~decrease in government guaranteed loan income, net, of ~~$1.9~~$2.4 million, ~~during~~or 57.2%, for the three months ended ~~March 31,~~September 30, 2023, compared to the three months ended June 30, 2023, was primarily due to a ~~$1.9~~$5.4 million ~~increase~~decrease in the ~~valuation~~gain on sale of SBA and USDA ~~loans HFS compared to~~loans. The decrease was partially offset by an increase of $3.0 million on the ~~three months ended December 31, 2022.~~fair value of government guaranteed loans.

Equity method investment ~~loss.~~(loss) income. Equity method investment ~~loss~~(loss) income is comprised of ~~losses earned~~income recorded on equity method investments, specifically our ~~49%~~ investment in ~~Thrive. The loss from these investments was $1.5 million for~~Thrive Mortgage, LLC (“Thrive”), of which the Bank holds a 49% equity method interest. During the three months ended ~~March 31,~~September 30, 2023, asthe Company recorded a loss from this investment of $136 thousand compared to ~~the three months ended December 31, 2022. The decrease in the loss recorded~~income from this investment of $485 thousand during the three months ended ~~March 31, 2023 compared~~June 30, 2023. The loss was primarily due to ~~three months ended December 31, 2022 is a result~~the negative impact of ~~Thrive's continued focus~~rising interest rates on ~~expense reduction across~~ the ~~corporation~~fair value and ~~exiting long dated locks, which are no longer being entered into, and represented 50%~~volume of ~~the loss reported for the three months ended March 31, 2023. Thrive reported a 7.3% increase in loan units~~loans originated ~~during the three months ended March 31,2022 compared to three months ended December 31, 2022.~~by Thrive.

Customer swap income. The decrease in customer swap income of ~~$2.1 million~~$759 thousand, or ~~90.5%~~79.0%, during the three months ended ~~March 31,~~September 30, 2023, compared to the three months ended June 30, 2023, was primarily due to the decrease in trade ~~executions, compared to the three months ended December 31, 2022.~~

~~Other.~~ Other includes other noninterest income from fees. Other noninterest income was $3.4 million for the three months ended March 31, 2023, an increase of $1.4 million, or 68.5% as compared to the three months ended December 31, 2022. The increase was primarily driven by an increase in BOLI income of $932 thousand and a $507 thousand increase in the credit valuation adjustment on the servicing asset.executions.

4450

~~Noninterest Expense~~

~~The following table presents, for the periods indicated, the major categories of noninterest expense:~~
For the
Three Months Ended
March 31, December 31, Increase
2023 2022 (Decrease)
(In thousands)
Noninterest expense
Salaries and employee benefits $ 31,865 $ 33,690 $ (1,825)
Occupancy and equipment 4,973 5,116 (143)
Professional and regulatory fees 4,389 4,401 (12)
Data processing and software expense 4,720 4,197 523
Marketing 1,779 1,841 (62)
Amortization of intangibles 2,495 2,495 —
Telephone and communications 478 358 120
Other 5,916 5,261 655
Total noninterest expense $ 56,615 $ 57,359 $ (744)

~~Noninterest expense for the~~ ~~three months ended March 31, 2023decreased $744 thousand, or 1.3%, to $56.6 million compared to noninterest expense of $57.4 million for the~~ ~~three months ended December 31, 2022. The most significant components of the decrease were as follows:~~

~~Salaries and employee benefits.~~ Salaries and employee benefits include payroll expense, the cost of incentive compensation, benefit plans, health insurance and payroll taxes. These expenses are impacted by the amount of direct loan origination costs, which are required to be deferred in accordance with ASC 310-20. Salaries and employee benefits were ~~$31.9 million~~ for the three months ended March 31, 2023, a decrease of $1.8 million, or 5.4%, compared to the three months ended December 31, 2022. The decrease was primarily attributable to a $1.2 million decrease in salaries expense.

~~Income Tax Expense~~

Income tax expense is a function of our pre-tax income, tax-exempt income and other nondeductible expenses. Deferred tax assets and liabilities reflect current statutory income tax rates in effect for the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or statutory tax rates are enacted, deferred tax assets and liabilities are adjusted through the provision of income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of ~~March 31, 2023, we did not believe a valuation allowance was necessary.~~

~~For the~~ ~~three months ended March 31, 2023, income tax expense totaled $11.0 million,~~ ~~a decrease~~ ~~of $878 thousand, compared to an income tax expense of $11.9 million for the~~ ~~three months ended December 31, 2022. For the~~ ~~three months ended March 31, 2023, we had an effective tax rate of 22.3% which includes a discrete tax expense of $112 thousand associated with the recognition of an excess tax expense realized on share-based payment awards.~~ ~~Excluding this discrete tax item, the Company had an effective tax rate of 22.1%.~~ ~~For the~~ ~~three months ended December 31, 2022, the Company had an effective tax rate of 21.6%.~~

~~Results of Operations for the Three Months Ended March 31, 2023 and 2022~~

~~General~~

~~Net income for the three months ended March 31, 2023 was $38.4 million, an increase of $4.9 million, or 14.8%, from net income of $33.5 million for the three months ended March 31, 2022.~~

Basic EPS was $0.71 and $0.66 for the three months ended March 31, 2023 and March 31, 2022, respectively. Diluted EPS for the three months ended March 31, 2023 was $0.70, an increase of $0.05 from $0.65 for the three months ended March 31, 2022.

~~Net Interest Income~~

For the three months ended March 31, 2023, net interest income totaled $103.4 million and net interest margin and net interest spread were 3.69% and 2.74%, respectively. For the three months ended March 31, 2022, net interest income totaled $73.0 million and net interest margin and net interest spread were 3.22% and 3.04%, respectively. The increase in net interest income was primarily due to an increase in interest income of $80.3 million on loans and an increase of $3.2 million on debt securities, ~~offset by an increase in interest expense of $28.1 million~~ ~~in transaction and savings deposits, a~~ ~~$19.6 million increase in~~ ~~certificates and other time deposits, and a $10.8 million increase in advances from FHLB~~ ~~during~~ the three months ended March 31, 2023, compared to the three months ended March 31, 2022. Net interest margin increased 47 bps to 3.69% from 3.22% for the three months ended March 31, 2023, compared to the three months ended March 31, 2022, primarily due to an increase in average balances and yields on loans, partially offset by an increase in funding costs during the three months ended March 31, 2023. As a result, the average cost of interest-bearing deposits increased to 3.06% for the three months ended March 31, 2023 from 0.26% for the three months ended March 31, 2022.

For the three months ended March 31, 2023, interest expense totaled $66.2 million and the average rate paid on interest-bearing liabilities was 3.32%. For the three months ended March 31, 2022, interest expense totaled $7.3 million and the average ~~rate paid on interest-bearing liabilities was~~ ~~0.50%~~. The year-over-year increase was primarily due to increases in the average rates paid on interest-bearing demand and savings deposits, certificates and other time deposits driven by increases in Federal Funds Rate.

The following table presents, for the periods indicated, an analysis of net interest income by each major category of interest-earning assets and interest-bearing liabilities, the average amounts outstanding and the interest earned or paid on such amounts. The table also sets forth the average rates earned on interest-earning assets, the average rates paid on interest-bearing liabilities, and the net interest margin on average total interest-earning assets for the same periods. Interest earned on loans that are classified as nonaccrual is not recognized in income; however, the balances are reflected in average outstanding balances for the period. For the three months ended March 31, 2023 and 2022, interest income not recognized on nonaccrual loans was $772 thousand and $889 thousand, respectively. Any nonaccrual loans have been included in the table as loans carrying a zero yield.

For the Three Months Ended March 31,
2023 2022
Interest Interest
Average Earned/ Average Average Earned/ Average
Outstanding Interest Yield/ Outstanding Interest Yield/
Balance Paid Rate Balance Paid Rate
(Dollars in thousands)
Assets
Interest-earning assets:
Loans(1)
$ 9,141,137 $ 146,801 6.51 % $ 6,904,278 $ 68,374 4.02 %
LHI, MW 360,172 4,906 5.52 421,680 3,069 2.95
Debt Securities 1,252,457 10,988 3.56 1,140,834 7,762 2.76
Interest-earning deposits in other banks 478,345 5,534 4.69 554,864 262 0.19
Equity securities and other investments 124,985 1,408 4.57 190,002 910 1.94
Total interest-earning assets 11,357,096 169,637 6.06 9,211,658 80,377 3.54
ACL (92,664) (77,843)
Noninterest-earning assets 949,881 865,107
Total assets $ 12,214,313 $ 9,998,922
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and savings deposits $ 4,150,995 $ 29,857 2.92 % $ 3,471,645 $ 1,751 0.20 %
Certificates and other time deposits 2,588,728 20,967 3.28 1,501,852 1,380 0.37
Advances from FHLB 1,122,683 12,358 4.46 777,538 1,547 0.81
Subordinated debentures and subordinated debt 231,251 3,066 5.38 231,875 2,659 4.65
Total interest-bearing liabilities 8,093,657 66,248 3.32 5,982,910 7,337 0.50
Noninterest-bearing liabilities:
Noninterest-bearing deposits 2,470,700 2,591,504
Other liabilities 173,380 67,060
Total liabilities 10,737,737 8,641,474
Stockholders’ equity 1,476,576 1,357,448
Total liabilities and stockholders’ equity 12,214,313 $ 9,998,922
Net interest rate spread(2)
2.74 % 3.04 %
Net interest income $ 103,389 $ 73,040
Net interest margin(3)
3.69 % 3.22 %

~~(1)~~ ~~Includes average outstanding balances of LHFS of $19,679 and $12,769 for the three months ended March 31, 2023 and March 31, 2022, respectively, and average balances of LHI, excluding MW loans.~~

~~(2)~~ ~~Net interest rate spread is equal to the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.~~

~~(3)~~ ~~Net interest margin is equal to net interest income divided by average interest-earning assets.~~

For the Three Months Ended March 31,
2023 vs 2022
Increase (Decrease)
Due to Change in
Volume Rate Total
(In thousands)
Interest-earning assets:
Loans $ 22,152 $ 56,275 $ 78,427
LHI, MW (447) 2,284 1,837
Debt Securities 760 2,466 3,226
Equity securities and other investments (36) 5,308 5,272
Interest-bearing deposits in other banks (311) 809 498
Total increase in interest income 22,118 67,142 89,260
Interest-bearing liabilities:
Interest-bearing demand and savings deposits 343 27,763 28,106
Certificates and other time deposits 999 18,588 19,587
Advances from FHLB 687 10,124 10,811
Subordinated debentures and subordinated notes (7) 414 407
Total increase in interest expense 2,022 56,889 58,911
Increase in net interest income $ 20,096 $ 10,253 $ 30,349

~~Provision for Credit Losses~~

~~Our provision for credit losses is a charge to income in order to bring our ACL to a level deemed appropriate by management. We recorded a provision for credit losses of~~ ~~$9.4 million~~ ~~for the three months ended March 31, 2023, compared to $500 thousand benefit for the same period in 2022. The increase was primarily attributable~~ to ~~an increase in general reserves as a result of changes in economic factors and loan growth, partially offset by charge-offs. For the three months ended March 31, 2023, we also recorded $1.5 million provision for unfunded commitments,~~ ~~which was attributable to changes in Texas economic forecasts, compared to a $493 thousand benefit for unfunded commitments for the three months ended March 31, 2022.~~

~~Noninterest Income~~

~~The following table presents, for the periods indicated, the major categories of noninterest income:~~
Three Months Ended March 31, Increase
2023 2022 (Decrease)
(In thousands)
Noninterest income:
Service charges and fees on deposit accounts $ 5,017 $ 4,710 $ 307
Loan fees 2,064 2,794 (730)
Loss on sales of debt securities (5,321) — (5,321)
Gain on sales of mortgage LHFS 6 307 (301)
Government guaranteed loan income, net 9,688 4,891 4,797
Equity method investment (loss) income (1,521) 367 (1,888)
Customer swap income 217 946 (729)
Other 3,381 1,082 2,299
Total noninterest income $ 13,531 $ 15,097 $ (1,566)

Noninterest income for the three months ended March 31, 2023 decreased $1.6 million, or 10.4%, to $13.5 million compared to noninterest income of $15.1 million for the same period in 2022. The primary drivers of the decrease in noninterest income are equity method investment income and government guaranteed loan income, net; offset by increases in customer swap income, loan fees, other noninterest income, and service charges and fees on deposit accounts.

~~Loan fees.~~ We earn certain fees in connection with funding and servicing loans. The decrease of $730 thousand, or 26.1%, in loan fees during the three months ended March 31, 2023, compared to the same period in 2022 is primarily attributable to a $412 thousand decrease in syndication and arrangement fees, and a $220 thousand decrease in prepayment fees.

~~Loss on sales of debt securities.~~ The decrease in loss on sales of debt securities during the three months ended March 31, 2023, compared to the same period in 2022, was primarily due to a $5.3 million loss on sales of investment securities due to the Company selling $116.2 million of investment securities in early March 2023.

~~Government guaranteed loan income, net.~~ Government guaranteed loan income, net, includes income related to the sales of government guaranteed loans. The increase in government guaranteed loan income, net, of $4.8 million, or 98.1%, for the three months ended March 31, 2023, compared to the same period in 2022, was primarily due to a $1.7 million increase in the fair value of government guaranteed loans, including held for sale loans, and an increase of $3.4 million on the gain on sale of SBA and U.S. Department of Agriculture (“USDA”) loans.

~~Equity method investment (loss) income.~~ Equity method investment (loss) income is comprised of income recorded on equity method investments, specifically our investment in Thrive Mortgage, LLC (“Thrive”), of which the Bank holds a 49% equity method interest. During the three months ended March 31, 2023, the company recorded a loss from this investment of $1.9 million compared to income from this investment of $367 thousand during the three months ended March 31, 2022. The decrease was primarily due to the negative impact of rising interest rates on the fair value and volume of loans originated by Thrive.

~~Customer swap income.~~ The decrease in customer swap income of $729 thousand, or 77.1%, during the three months ended March 31, 2023, compared to the same period in 2022, was primarily due to the decrease in trade executions.

~~Other.~~ The increase in other noninterest income of $2.3 million, or 212.5%, during the three months ended March 31, 2023, compared to the same period in 2022, was primarily due to an increase of $960 thousand in BOLI income, an increase of $638 thousand in gain on equity market securities, and an increase of $532 thousand of servicing asset income.

Noninterest Expense

Noninterest expense is composed of all employee expenses and costs associated with operating our facilities, acquiring and retaining customer relationships and providing bank services. The major component of noninterest expense is salaries and employee benefits. Noninterest expense also includes operational expenses, such as occupancy and equipment expenses, depreciation and amortization of office equipment, professional fees and regulatory fees, data processing and software expenses, marketing expenses and amortization of intangibles.

The following table presents, for the periods indicated, the major categories of noninterest expense:


									For the Three Months Ended
		For the Three Months Ended March 31,				Increase (Decrease)			September 30,		June 30,		Increase
		2023		2022					2023		2023		(Decrease)
		(In thousands)							(In thousands)
Salaries and employee benefits	Salaries and employee benefits	$	31,865	$	27,513	$	4,352	Salaries and employee benefits	$	30,949	$	28,650	$	2,299

Occupancy and equipment	Occupancy and equipment	4,973		4,517		456		Occupancy and equipment	4,881		4,827		54
Professional and regulatory fees	Professional and regulatory fees	4,389		3,158		1,231		Professional and regulatory fees	7,283		6,868		415
Data processing and software expense	Data processing and software expense	4,720		2,921		1,799		Data processing and software expense	4,541		4,709		(168)
Marketing	Marketing	1,779		1,187		592		Marketing	2,353		2,627		(274)
Amortization of intangibles	Amortization of intangibles	2,495		2,495		—		Amortization of intangibles	2,437		2,468		(31)
Telephone and communications	Telephone and communications	478		385		93		Telephone and communications	362		355		7
M&A expense		—		700		(700)

Other	Other	5,916		3,696		2,220		Other	6,608		6,693		(85)
Total noninterest expense	Total noninterest expense	$	56,615	$	46,572	$	10,043	Total noninterest expense	$	59,414	$	57,197	$	2,217

Noninterest expense for the three months ended ~~March 31,~~September 30, 2023 ~~increased $10.0~~increased $2.2 million, or ~~21.6%~~3.9%, to ~~$56.6~~$59.4 million compared to noninterest expense of ~~$46.6~~$57.2 million for the three months ended ~~March 31, 2022~~June 30, 2023. The most significant components of the increase were as follows:

Salaries and employee benefits. Salaries and employee benefits include payroll expense, the cost of incentive compensation, benefit plans, health insurance and payroll taxes. These expenses are impacted by the amount of direct loan origination costs, which are required to be deferred in accordance with ASC 310-20. Salaries and employee benefits were $~~31.9~~30.9 million for the three months ended ~~March 31,~~September 30, 2023, an increase of $~~4.4~~2.3 million, or ~~15.8%~~8.0%, compared to the ~~same period in 2022.~~three months ended June 30, 2023. The increase was primarily attributable to a ~~$3.1~~$1.3 million increase in ~~salaries resulting from~~lender incentives, an ~~increase in talent hired throughout 2022 that had a full quarter of expense recognized in first quarter of 2023, a $524~~$873 thousand increase in ~~employee benefit expenses and~~contra origination costs, a ~~$492~~$625 thousand increase in ~~severance.~~

~~Professional and regulatory fees.~~ ~~This category includes legal, professional, audit, regulatory, and Federal Deposit Insurance Corporation ("FDIC") assessment fees. The increase of $1.2 million, or 39.0%,~~ ~~for the~~ three months ended March 31, 2023 was primarily attributable to increases in FDIC assessment fees of $577 thousand due to an increase in asset size, audit and regulatory fees of $441 thousand and legal and professional fees of $208 thousand, compared to the same period in 2022.

~~Data processing and software expense.~~ This category of expenses includes expense related to data processing and software expenses, which increased $1.8 million for the three months ended March 31, 2023, compared to the same period in 2022. This increase isspot bonuses, primarily due to ~~an increase~~the hire of ~~$1.6 million in software expenses for the enhancement of systems to mitigate security risk due to the Bank’s growth~~our new Bank President and ~~an increase of $201 thousand in data processing expenses.~~

~~Marketing.~~ ~~This category of expenses includes expenses related to advertising~~Chief Banking Officer and ~~promotions, which increased~~ ~~$592 thousand for~~ ~~the three months ended March 31, 2023, compared to the same period in 2022. This increase is primarily due to $544~~a $459 thousand increase in ~~advertising and promotions during the three months ended March 31, 2023, compared to the same period in 2022.~~

~~Other noninterest expense.~~ This category includes loan operations and collections, supplies and printing, automatic teller and online expenses and other miscellaneous expenses. Other noninterest expense was $5.9 million for the three months ended March 31, 2023, compared to $3.7 million for the same period in 2022, an increase of $2.2 million, or 60.1%. Thisofficer salaries. The increase was ~~primarily due to an increase of (i) $749~~partially offset by a $631 thousand decrease in expenses for loan fee expenses, (ii) $429 thousand in expenses for third party banking services, (iii) $410 thousand in loan related legal expenses, (iv) $128 thousand in SBA fees, and (v) $124 thousand in subscriptions, in each case, during the three months ended March 31, 2023 as compared to the same period in 2022. The remaining changes were nominal amongst individual noninterest expense accounts.severance costs.

Income Tax Expense

Income tax expense is a function of our pre-tax income, tax-exempt income and other nondeductible expenses. Deferred tax assets and liabilities reflect current statutory income tax rates in effect for the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of ~~March 31,~~September 30, 2023, we did not believe a valuation allowance was necessary.

For the three months ended ~~March 31,~~September 30, 2023, income tax expense totaled ~~$11.0~~$9.3 million, ~~an increase~~a decrease of ~~$2.9 million,~~$443 thousand, compared to an income tax expense of ~~$8.1~~$9.7 million for the ~~same period in 2022.~~three months ended June 30, 2023. For the three months ended ~~March 31,~~September 30, 2023, we had an effective tax rate of ~~22.3%~~22.2%. The Company had a net discrete tax expense of ~~$112~~$505 thousand associated with a return to provision adjustment made during the three months ended September 30, 2023. Excluding this discrete tax item, the Company had an effective tax rate of 20.9% for the three months ended September 30, 2023.

Results of Operations for the Nine Months Ended September 30, 2023 and September 30, 2022

General

Net income for the nine months ended September 30, 2023 was $104.8 million, a decrease of $1.7 million, or 1.6%, from net income of $106.4 million for the nine months ended September 30, 2022.

Basic EPS for the nine months ended September 30, 2023 was $1.93, a decrease of $0.08 from $2.01 for the nine months ended September 30, 2022. Diluted EPS for the nine months ended September 30, 2023 was $1.92, a decrease of $0.06 from $1.98 for the nine months ended September 30, 2022.

Net Interest Income

For the nine months ended September 30, 2023, net interest income before provisions for credit losses totaled $303.6 million and net interest margin and net interest spread were 3.55% and 2.51%, respectively. For the nine months ended September 30, 2022, net interest income before provision for credit losses totaled $258.6 million and net interest margin and net interest spread were 3.48% and 3.20%, respectively. Net interest margin increased 7 bps from the nine months ended September 30, 2022, primarily due to an increase in the average yields earned on interest-earning assets and offset by an increase in the average rate paid on interest-bearing liabilities during the nine months ended September 30, 2023. The increase in net interest income of $45.0 million was primarily attributable to an increase in interest income on loans which increased $220.0 million and a $17.3 million increase in interest income on deposits in financial institutions and Fed Funds sold due to an increase in loan yields and higher average balances. The increase was partially offset by an $84.0 million increase in interest expense on transaction and savings deposits, an increase of $78.5 millionin interest expense on certificates and other time deposits and a $33.5 million increase in interest expense on advances from FHLB, during the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. The $162.5 million increase in interest expense on deposit accounts was due to an increase in average funding costs of total deposits and borrowings. As a result, the average cost of interest-bearing deposits increased 298 bps to 3.62% for the nine months ended September 30, 2023 from 0.64% for the nine months ended September 30, 2022. The average costs of total deposits, including noninterest-bearing deposits, for the nine months ended September 30, 2023 is 2.03%.

For the nine months ended September 30, 2023, interest expense totaled $235.7 million and the average rate paid on interest-bearing liabilities was 3.80%. For the nine months ended September 30, 2022, interest expense totaled $38.6 million and the average rate paid on interest-bearing liabilities was 0.81%. The increase of $197.1 million in interest expense was primarily due increases in the average rates paid on interest-bearing demand and savings deposits, certificates and other time deposits driven by increases in Federal Funds Rate.

The following table presents, for the periods indicated, an analysis of net interest income by each major category of interest-earning assets and interest–bearing liabilities, the average amounts outstanding and the interest earned or paid on such amounts. The table also sets forth the average rate earned on interest-earning assets, the average rate paid on interest-bearing liabilities, and the net interest margin on average total interest-earning assets for the same periods. Interest earned on loans that are classified as non-accrual is not recognized in income; however, the balances are reflected in average outstanding balances for the period. For the nine months ended September 30, 2023 and September 30, 2022, interest income not recognized on non-accrual loans was $4.7 million and $1.9 million, respectively. Any non-accrual loans have been included in the table as loans carrying a zero yield.


	For the Nine Months Ended September 30,
	2023						2022
			Interest						Interest
	Average		Earned/		Average		Average		Earned/		Average
	Outstanding		Interest		Yield/		Outstanding		Interest		Yield/
	Balance		Paid		Rate		Balance		Paid		Rate
	(Dollars in thousands)
Assets
Interest-earning assets:
Loans(1)	$	9,231,814	$	467,101	6.76	%	$	7,586,302	$	251,186	4.43	%
LHI, MW	363,182		15,701		5.78		449,906		11,647		3.46

Debt securities	1,168,860		32,082		3.67		1,274,712		27,856		2.92
Interest-bearing deposits in other banks	527,805		20,169		5.11		422,905		2,874		0.91
Equity securities and other investments	132,895		4,217		4.24		187,002		3,633		2.60
Total interest-earning assets	11,424,556		539,270		6.31		9,920,827		297,196		4.01
ACL	(100,228)						(78,015)
Noninterest-earning assets	950,369						886,357
Total assets	$	12,274,697					$	10,729,169

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and savings deposits	$	4,079,436	$	102,750	3.37	%	$	3,804,506	$	18,742	0.66	%
Certificates and other time deposits	2,873,388		85,244		3.97		1,539,861		6,764		0.59
Advances from FHLB	1,105,592		38,443		4.65		837,254		4,924		0.79
Subordinated debentures and subordinated notes	229,923		9,252		5.38		231,640		8,206		4.74
Total interest-bearing liabilities	8,288,339		235,689		3.80		6,413,261		38,636		0.81

Noninterest-bearing liabilities:
Noninterest-bearing deposits	2,305,745						2,797,110
Other liabilities	182,040						98,898
Total liabilities	10,776,124						9,309,269
Stockholders’ equity	1,498,573						1,419,900
Total liabilities and stockholders’ equity	$	12,274,697					$	10,729,169

Net interest rate spread(2)					2.51	%					3.20	%
Net interest income			$	303,581					$	258,560
Net interest margin(3)					3.55	%					3.48	%

(1) Includes average outstanding balances of LHFS of $23,810 and $12,973 for the nine months ended September 30, 2023 and September 30, 2022, respectively, and average balances of LHI, excluding MW.

(2) Net interest rate spread is equal to the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

(3) Net interest margin is equal to net interest income divided by average interest-earning assets.


	For the Nine Months Ended
	September 30, 2023 vs September 30, 2022
	Increase (Decrease)

	Due to Change in
	Volume		Rate		Total
	(In thousands)
Interest-earning assets:
Loans	$	54,484	$	161,431	$	215,915
LHI, MW	(2,244)		6,298		4,054

Debt securities	(2,313)		6,539		4,226
Interest-bearing deposits in other banks	714		16,581		17,295
Equity securities and other investments	(1,052)		1,636		584
Total increase in interest income	49,589		192,485		242,074
Interest-bearing liabilities:
Interest-bearing demand and savings deposits	1,354		82,654		84,008
Certificates and other time deposits	5,858		72,622		78,480
Advances from FHLB	1,578		31,941		33,519
Subordinated debentures and subordinated notes	(61)		1,107		1,046
Total increase in interest expense	8,729		188,324		197,053
Increase in net interest income	$	40,860	$	4,161	$	45,021

Provision for Credit Losses

Our provision for credit losses is a charge to income in order to bring our ACL to a level deemed appropriate by management. For a description of the factors taken into account by management in determining the ACL see “—Financial Condition—Allowance for Credit Losses on Loans Held for Investment.” The provision for credit loan losses was $33.0 million for the nine months ended September 30, 2023, compared to a $15.2 million provision for credit loan losses for the nine months ended September 30, 2022, an increase of $17.9 million. The increase in the recorded provision for credit losses for the nine months ended September 30, 2023 was primarily attributable to changes in the Texas economic forecast and an increase in loan growth.

For the nine months ended September 30, 2023, we also recorded a $541 thousand benefit for unfunded commitments, which was attributable to a decrease in unfunded commitment balances compared to a $1.3 million provision for unfunded commitments for nine months ended September 30, 2022.

Noninterest Income

The following table presents, for the periods indicated, the major categories of noninterest income:


	For the
	Nine Months Ended
	September 30,				Increase
	2023		2022		(Decrease)
	(In thousands)
Noninterest income:
Service charges and fees on deposit accounts	$	15,448	$	14,966	$	482
Loan fees	5,148		7,965		(2,817)
Loss on sales of debt securities	(5,321)		—		(5,321)
Gain on sales of mortgage loans	67		546		(479)
Government guaranteed loan income, net	15,604		6,252		9,352
Equity method investment (loss) income	(1,172)		275		(1,447)
Customer swap income	1,380		5,625		(4,245)
Other	5,743		2,867		2,876
Total noninterest income	$	36,897	$	38,496	$	(1,599)

Noninterest income for the nine months ended September 30, 2023 decreased $1.6 million, or 4.2%, to $36.9 million compared to noninterest income of $38.5 million for the nine months ended September 30, 2022. The primary drivers of the decrease were as follows:

Loan fees. The decrease of $2.8 million in loan fees is primarily due to a decrease of $1.2 million in unused lines fees on commercial and industrial loans, a decrease of $1.1 million in syndication fee income and a $678 thousand decrease in other loan fees.

Loss on sales of debt securities. The loss on sale of debt securities during the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, was primarily due to a $5.3 million loss on sales of debt securities due to the Company selling $116.2 million of debt securities in early March 2023. There were no comparative sales of securities for the nine months ended September 30, 2022.

Government guaranteed loan income, net. Government guaranteed loan income, net, includes income related to the sales of SBA and USDA loans. The increase in government. guaranteed loan income, net, of $9.4 million during the nine months ended September 30, 2023 was primarily due to a $8.0 million increase in the gain on USDA and SBA loans and an increase of $1.6 million in government guaranteed LHFS loan valuation, compared to the nine months ended September 30, 2022.

Equity method investment (loss) income. Equity method investment (loss) income is comprised of losses and gains primarily related to our Thrive Investment. The loss from Thrive was $1.2 million for the nine months ended September 30, 2023, a decrease of $1.4 million compared to income of $275 thousand for the nine months ended September 30, 2022. The decrease was primarily due to the negative impact of rising rates on the fair value.

Customer swap income. The decrease in customer swap income of $4.2 million or 75.5%, during the nine months ended September 30, 2023 was primarily due to the decrease in trade executions, compared to the nine months ended September 30, 2022.

Other. Other includes other noninterest income from fees. Other noninterest income was $5.7 million for the nine months ended September 30, 2023, an increase of $2.9 million, or 100.3% as compared to the nine months ended September 30, 2022. The increase was primarily driven by an increase in the valuation adjustment and amortization of our servicing asset of $2.8 million and an increase in BOLI income of $1.0 million, compared to the nine months ended September 30, 2022.

Noninterest Expense

The following table presents, for the periods indicated, the major categories of noninterest expense:


	For the
	Nine Months Ended
	September 30,				Increase
	2023		2022		(Decrease)
	(In thousands)
Noninterest expense
Salaries and employee benefits	$	91,464	$	84,151	$	7,313
Occupancy and equipment	14,681		13,628		1,053
Professional and regulatory fees	18,540		9,741		8,799
Data processing and software expense	13,970		9,816		4,154
Marketing	6,759		5,338		1,421
Amortization of intangibles	7,400		7,484		(84)
Telephone and communications	1,195		1,126		69
M&A expense	—		1,379		(1,379)
Other	19,217		13,053		6,164
Total noninterest expense	$	173,226	$	145,716	$	27,510

Noninterest expense for the nine months ended September 30, 2023increased $27.5 million, or 18.9%, to $173.2 million compared to noninterest expense of $145.7 million for the nine months ended September 30, 2022. The most significant components of the increase were as follows:

Salaries and employee benefits. Salaries and employee benefits include payroll expense, the cost of incentive compensation, benefit plans, health insurance and payroll taxes. These expenses are impacted by the amount of direct loan origination costs, which are required to be deferred in accordance with ASC 310-20. Salaries and employee benefits were $91.5 million for the nine months ended September 30, 2023, an increase of $7.3 million, or 8.7%, compared to the nine months ended September 30, 2022. The increase was primarily attributable to a $6.0 million increase in officer salaries, a decrease of $4.0 million in contra origination costs, an increase of $2.0 million in severance costs and a $1.9 million increase in health insurance costs. The increase was partially offset by a decrease of $5.3 million decrease in lender incentives and a $1.2 million decrease in bonuses

Occupancy and equipment. This category includes expenses related to our buildings, equipment and leases. For the nine months ended September 30, 2023, occupancy and equipment expense was $14.7 million, an increase of $1.1 million, or 7.7%, compared to the same period in 2022. The increase was primarily attributable to a $398 thousand increase in repairs and building maintenance and a $369 thousand increase in lease payments. The remaining changes were nominal amongst individual other noninterest expense accounts.

Professional and regulatory fees. The category includes legal, professional, audit, regulatory, and FDIC assessment fees. The increase of $8.8 million, or 90.3%, was primarily attributable to an increase in FDIC assessment fees of $5.6 million due to an increase in asset size, an increase of $2.2 million in legal and professional fees, and an increase of $967 thousand in audit and regulatory services.

Data processing and software expense. This category of expenses includes expense related to data processing and software expenses. For the nine months ended September 30, 2023, data processing and software expense was $14.0 million an increase of $4.2 million, or 29.4%, compared to the same period in 2022. The increase was primarily due to an increase of $3.5 million in software expenses for the enhancement of systems to mitigate security risk due to the Bank’s growth and $655 thousand in data processing expenses.

Marketing. This category of expenses includes expenses related to advertising and promotions. For the nine months ended September 30, 2023, marketing expense was $6.8 million, an increase of $1.4 million, or 26.6%, compared to the same period in 2022. The increase was primarily related to a $1.3 million increase in advertising & promotions expenses.

M&A expense. M&A expense includes legal, professional, audit, regulatory and other expenses incurred in connection with a merger or acquisition. This category includes expenses related to the pursuit of the acquisition of StoneCastle Insured Sweep, LLC (d/b/a interLINK) from StoneCastle Partners, LLC, of which the definitive agreement was terminated on September 1, 2022. There were no M&A related expenses for the nine months ended September 30, 2023. For the nine months ended September 30, 2022, M&A expense was $1.4 million, which is related to legal and professional services related to the terminated acquisition of interLINK.

Other noninterest expense. This category includes loan operations and collections, supplies and printing, automatic teller and online expenses and other miscellaneous expenses. Other noninterest expense was $19.2 million for the nine months ended September 30, 2023, compared to $13.1 million for the same period in 2022, an increase of $6.2 million, or 47.2%. This increase was primarily due to an increase of $1.4 million in loan fee expenses, an increase of $1.0 million in third party banking services and an increase of $1.0 million in miscellaneous expenses during the nine months ended September 30, 2023 as compared to the same period in 2022. The remaining changes were nominal amongst individual other noninterest expense accounts

Income Tax Expense

Income tax expense is a function of our pre-tax income, tax-exempt income and other nondeductible expenses. Deferred tax assets and liabilities reflect current statutory income tax rates in effect for the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or statutory tax rates are enacted, deferred tax assets and liabilities are adjusted through the provision of income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2023, we did not believe a valuation allowance was necessary.

For the nine months ended September 30, 2023, income tax expense totaled $30.0 million, an increase of $1.6 million, compared to an income tax expense of $28.4 million for the nine months ended September 30, 2022. For the nine months ended September 30, 2023, we had an effective tax rate of 22.3% which includes a discrete tax expense of $658 thousand, of which $505 thousand was associated with a return to provision adjustment and $153 thousand associated with the recognition of an excess tax expense realized on share-based payment awards ~~during the three months ended March 31, 2023.~~. Excluding ~~this discrete tax item, the Company had an effective tax rate of 22.1% for the three months ended March 31, 2023.~~

For the three months ended March 31, 2022, income tax expense totaled $8.1 million, a decrease of $891 thousand, compared to an income tax expense of $9.0 million for the same period in 2021. For the three months ended March 31, 2022, we had an effective tax rate of 19.5%. The decrease in the effective tax rate was primarily a result of the recognition of a $992 thousand excess tax benefit realized on share-based payment awards during the three months ended March 31, 2022. Excludingthese discrete tax items, the Company had an effective tax rate of ~~21.9% for~~21.8%. For the ~~three~~nine months ended ~~March 31, 2022.~~September 30, 2022, the Company had an effective tax rate of 21.1%.

Financial Condition

Our total assets increased $~~445.1~~192.0 million, or ~~3.7%~~1.6%, from $12.15 billion as of December 31, 2022 to ~~$12.61~~$12.35 billion as of ~~March 31,~~September 30, 2023. Our asset growth was due to the continued execution of our strategy to establish deep relationships in the Dallas-Fort Worth metroplex and the Houston metropolitan area. We believe these relationships will continue to bring in new customer accounts and grow balances from existing loan and deposit customers.

Loan Portfolio

Our primary source of income is interest on loans to individuals, professionals, small to medium-sized businesses and commercial companies primarily located in the Dallas-Fort Worth metroplex and Houston metropolitan area. Our loan portfolio consists primarily of commercial loans and real estate loans secured by commercial real estate (“CRE”) properties located in our primary market areas. Our loan portfolio represents the highest yielding component of our interest-earning asset base.

As of ~~March 31,~~September 30, 2023, total LHI, excluding ACL, was ~~$9.72~~$9.67 billion, an increase of $~~214.2~~166.2 million, or ~~2.3%~~1.7%, compared to $9.50 billion as of December 31, 2022. The increase was the result of the continued execution and success of our loan growth strategy and previously unfunded balances that were funded during the ~~quarter.~~year. In addition to these amounts, $~~42.8~~41.3 million and $20.6 million in loans were classified as ~~held for sale~~LHFS as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

Total LHI ~~excluding MW loans,~~ as a percentage of deposits were ~~102.4%~~94.5% and ~~99.3%~~104.1% as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively. Total LHI, excluding MW loans, as a percentage of assets were ~~73.3%~~74.8% and 78.2% as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

The following table summarizes our loan portfolio by type of loan as of the dates indicated:


		As of March 31,				As of December 31,									As of September 30,				As of December 31,
		2023				2022				Increase (Decrease)					2023				2022				Increase (Decrease)
		Amount		% of Total		Amount		% of Total		Amount		% Change Quarter over Quarter			Amount		% of Total		Amount		% of Total		Amount		% Change Quarter over Quarter
		(Dollars in thousands)													(Dollars in thousands)
Commercial	Commercial	$	2,895,957	29.9	%	$	2,942,348	31.0	%	$	(46,391)	(1.6)	%	Commercial	$	2,841,024	29.4	%	$	2,942,348	31.0	%	$	(101,324)	(3.4)	%
MW	MW	437,501		4.5		446,227		4.7		(8,726)		(2.0)	%	MW	390,767		4.1		446,227		4.7		(55,460)		(12.4)	%
Real estate:	Real estate:													Real estate:
Owner Occupied CRE (“OOCRE”)		631,563		6.5		715,829		7.5		(84,266)		(11.8)	%
Non-owner Occupied CRE (“NOOCRE”)		2,505,344		25.9		2,341,379		24.6		163,965		7.0	%
OOCRE														OOCRE	697,299		7.2		715,829		7.5		(18,530)		(2.6)	%
NOOCRE														NOOCRE	2,398,060		24.9		2,341,379		24.6		56,681		2.4	%
Construction and land	Construction and land	1,831,349		18.9		1,787,400		18.8		43,949		2.5	%	Construction and land	1,705,053		17.7		1,787,400		18.8		(82,347)		(4.6)	%
Farmland	Farmland	51,680		0.5		43,500		0.5		8,180		18.8	%	Farmland	59,684		0.6		43,500		0.5		16,184		37.2	%
1-4 family residential	1-4 family residential	896,252		9.2		894,456		9.4		1,796		0.2	%	1-4 family residential	933,225		9.7		894,456		9.4		38,769		4.3	%
Multifamily	Multifamily	432,209		4.5		322,679		3.4		109,530		33.9	%	Multifamily	603,395		6.3		322,679		3.4		280,716		87.0	%
Consumer	Consumer	8,316		0.1		7,806		0.1		510		6.5	%	Consumer	9,845		0.1		7,806		0.1		2,039		26.1	%
Total LHI, carried at amortized cost(1)	Total LHI, carried at amortized cost(1)	$	9,690,171	100.0	%	$	9,501,624	100.0	%	$	188,547	2.0	%	Total LHI, carried at amortized cost(1)	$	9,638,352	100.0	%	$	9,501,624	100.0	%	$	136,728	1.4	%

Total LHFS	Total LHFS	$	42,816			$	20,641							Total LHFS	$	41,313			$	20,641

(1) Total LHI, carried at amortized cost, excludes ~~$15.5~~$10.1 million and $19.0 million of deferred loan fees, net, as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

5258

Nonperforming Assets

The following table presents information regarding nonperforming assets by category as of the dates indicated:


		As of March 31,			As of December 31,				As of September 30,			As of December 31,
		2023			2022				2023			2022
		(Dollars in thousands)							(Dollars in thousands)
Nonperforming loans(1)	Nonperforming loans(1)							Nonperforming loans(1)
1-4 family residential	1-4 family residential	$	818		$	862		1-4 family residential	$	900		$	862

MW								MW	208			—
OOCRE	OOCRE	9,322			9,737			OOCRE	10,368			9,737
NOOCRE	NOOCRE	20,783			21,377			NOOCRE	32,779			21,377
Construction and land		1,583			—

Commercial	Commercial	11,659			11,397			Commercial	35,106			11,397

Consumer	Consumer	71			169			Consumer	33			169
Accruing loans 90 or more days past due	Accruing loans 90 or more days past due	296			125			Accruing loans 90 or more days past due	474			125
Total nonperforming loans	Total nonperforming loans	44,532			43,667			Total nonperforming loans	79,868			43,667
OREO	OREO	—			—			OREO	—			—
Total nonperforming assets	Total nonperforming assets	$	44,532		$	43,667		Total nonperforming assets	$	79,868		$	43,667

Nonperforming assets to total assets	Nonperforming assets to total assets	0.35		%	0.36		%	Nonperforming assets to total assets	0.65		%	0.36		%
Nonperforming loans to total loans, excluding MW loans		0.49		%	0.48		%
Nonperforming loans to total loans								Nonperforming loans to total loans	0.83		%	0.48		%

(1) At ~~March 31,~~September 30, 2023 and December 31, 2022, nonaccrual loans included PCD loans of ~~$8,141~~$7.3 million and ~~$8,545,~~$8.5 million, respectively, not accounted for on a pooled basis along with ~~$17~~$13.7 million and $13.2 million of PCD loans that are accounted for on a pooled basis at ~~March~~September 30, 2023 and December 31, ~~2023.~~2022, respectively.

5359

Potential Problem Loans

The following tables summarize our internal ratings of our loans as of the dates indicated.


		March 31, 2023										September 30, 2023
		Pass		Special Mention		Substandard		PCD		Total				Pass		Special Mention		Substandard		PCD		Total
		(Dollars in thousands)										(Dollars in thousands)
Real estate:	Real estate:												Real estate:
Construction and land	Construction and land	$	1,741,408	$	59,836	$	30,105	$	—	$	1,831,349		Construction and land	$	1,630,155	$	46,376	$	28,522	$	—	$	1,705,053
Farmland	Farmland	51,680		—		—		—		51,680			Farmland	59,684		—		—		—		59,684
1 - 4 family residential	1 - 4 family residential	892,786		691		1,581		1,194		896,252			1 - 4 family residential	925,437		4,062		2,613		1,113		933,225
Multi-family residential	Multi-family residential	416,501		15,708		—		—		432,209			Multi-family residential	574,619		26,847		1,929		—		603,395
OOCRE	OOCRE	583,127		8,979		20,270		19,187		631,563			OOCRE	640,581		19,509		19,301		17,908		697,299
NOOCRE	NOOCRE	2,298,484		79,948		113,702		13,210		2,505,344			NOOCRE	2,109,280		175,671		99,004		14,105		2,398,060
Commercial	Commercial	2,803,918		20,721		67,598		3,720		2,895,957			Commercial	2,744,013		31,984		61,862		3,165		2,841,024
MW	MW	418,420		18,873		208		—		437,501			MW	390,559		—		208		—		390,767
Consumer	Consumer	8,158		57		83		18		8,316			Consumer	9,662		89		79		15		9,845
Total	Total	$	9,214,482	$	204,813	$	233,547	$	37,329	$	9,690,171		Total	$	9,083,990	$	304,538	$	213,518	$	36,306	$	9,638,352


	December 31, 2022
	Pass		Special Mention		Substandard		PCD		Total
	(Dollars in thousands)
Real estate:
Construction and land	$	1,764,634	$	21,222	$	—	$	1,544	$	1,787,400
Farmland	43,500		—		—		—		43,500
1 - 4 family residential	842,149		26,346		24,781		1,180		894,456
Multi-family residential	306,981		—		15,698		—		322,679
OOCRE	648,591		9,186		38,235		19,817		715,829
NOOCRE	2,167,498		105,963		55,170		12,748		2,341,379
Commercial	2,757,945		127,311		53,391		3,701		2,942,348
MW	444,393		1,626		208		—		446,227
Consumer	7,556		58		169		23		7,806
Total	$	8,983,247	$	291,712	$	187,652	$	39,013	$	9,501,624

ACL on LHI

We maintain an ACL that represents management’s best estimate of the credit losses and risks inherent in the loan portfolio. In determining the ACL, we estimate losses on specific loans, or groups of loans, where the probable loss can be identified and reasonably determined. The balance of the ACL is based on internally assigned risk classifications of loans, historical loan loss rates, changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, current economic factors and the estimated impact of current economic conditions on certain historical loan loss rates.

5460

The following table presents, as of and for the periods indicated, an analysis of the ACL and other related data:


		March 31, 2023						December 31, 2022							September 30, 2023		June 30, 2023				December 31, 2022
		Allocated Allowance		% of Loan Portfolio		ACL to Loans		Allocated Allowance		% of Loan Portfolio		ACL to Loans			Allocated Allowance		ACL to Loans		Allocated Allowance			ACL to Loans		Allocated Allowance		ACL to Loans

Construction and land	Construction and land	$	17,314	19.8	%	0.95	%	$	13,120	19.7	%	0.73	%	Construction and land	$	19,449	1.14	%	$	18,145		1.09	%	$	13,120	0.73	%
Farmland	Farmland	168		0.5		0.33		127		0.4		0.29		Farmland	191		0.32		170			0.33		127		0.29
1 - 4 family residential	1 - 4 family residential	9,541		9.7		1.06		9,533		9.9		1.07		1 - 4 family residential	9,359		1.00		9,209			1.00		9,533		1.07
Multi-family residential	Multi-family residential	3,484		4.7		0.81		2,607		3.6		0.81		Multi-family residential	4,840		0.80		4,707			0.79		2,607		0.81
OOCRE	OOCRE	8,813		6.8		1.40		8,707		7.9		1.22		OOCRE	7,719		1.11		7,519			1.12		8,707		1.22
NOOCRE	NOOCRE	26,238		27.1		1.05		26,704		25.9		1.14		NOOCRE	29,819		1.24		27,875			1.11		26,704		1.14
Commercial	Commercial	32,717		31.3		1.13		30,142		32.5		1.02		Commercial	37,639		1.32		34,197			1.20		30,142		1.03
MW														MW	465		0.12		—			—		—		—
Consumer	Consumer	419		0.1		5.04		112		0.1		1.43		Consumer	350		3.56		328			2.93		112		1.43
Total	Total	$	98,694	100.0	%	1.07	%	$	91,052	100.0	%	1.01	%	Total	$	109,831	1.14	%	$	102,150		1.05	%	$	91,052	1.01	%

The ACL increased ~~$8.5~~$18.8 million to ~~$98.7~~$109.8 million as of ~~March 31,~~September 30, 2023 from December 31, 2022. The increase in the ACL compared to December 31, 2022, was primarily attributable to ~~loan growth and~~ changes in economic factors, ~~offset by decreases~~increases in specific reserves and loan growth, offset by charge-offs.

5561


(Dollars in thousands)	(Dollars in thousands)	Net (Charge-offs) Recoveries		Average Loans		Annualized Net (Charge-off) Recoveries to Average Loans		(Dollars in thousands)	Net (Charge-offs) Recoveries		Average Loans		Annualized Net (Charge-off) Recoveries to Average Loans
Three Months Ended March 31, 2023
Nine Months Ended September 30, 2023								Nine Months Ended September 30, 2023
Construction and land	Construction and land	$	—	$	1,913,734	—	%	Construction and land	$	—	$	1,855,861	—	%
Farmland	Farmland	—		46,370		—		Farmland	—		50,845		—
1 - 4 family residential	1 - 4 family residential	1		891,003		—		1 - 4 family residential	2		902,353		—
Multi-family residential	Multi-family residential	—		377,725		—		Multi-family residential	—		499,698		—
OOCRE	OOCRE	(116)		706,052		(0.07)		OOCRE	(491)		694,378		(0.28)
NOOCRE	NOOCRE	—		2,329,895		—		NOOCRE	(7,865)		2,369,293		(1.32)
Commercial	Commercial	(687)		2,866,017		(0.10)		Commercial	(5,742)		2,850,762		(0.80)
MW	MW	—		360,172		—		MW	—		363,182		—
Consumer	Consumer	(56)		7,624		(2.98)		Consumer	(137)		8,624		(6.30)
Total	Total	$	(858)	$	9,498,592	(0.04)	%	Total	$	(14,233)	$	9,594,996	(0.59)	%

Three Months Ended March 31, 2022
Nine Months Ended September 30, 2022								Nine Months Ended September 30, 2022
Construction and land	Construction and land	$	—	$	1,166,146	—	%	Construction and land	$	—	$	1,421,635	—	%
Farmland	Farmland	—		50,500		—		Farmland	—		49,546		—
1 - 4 family residential	1 - 4 family residential	—		548,733		—		1 - 4 family residential	7		683,250		—
Multi-family residential	Multi-family residential	—		294,666		—		Multi-family residential	—		273,444		—
OOCRE	OOCRE	(1,341)		721,108		(0.75)		OOCRE	(2,401)		712,454		(1.34)
NOOCRE	NOOCRE	(153)		2,059,694		(0.03)		NOOCRE	(895)		2,123,719		(0.17)
Commercial	Commercial	(3,150)		2,059,103		(0.62)		Commercial	(3,389)		2,318,463		(0.58)
MW	MW	—		421,680		—		MW	—		449,906		—
Consumer	Consumer	(125)		10,058		(5.04)		Consumer	(1,189)		8,803		(53.59)
Total	Total	$	(4,769)	$	7,331,688	(0.26)	%	Total	$	(7,867)	$	8,041,220	(0.39)	%

Net loans charged off ~~decreased $3.9~~increased $6.4 million, or ~~82.0%~~80.9%. Although we believe that we have established our ACL in accordance with ~~accounting principles generally accepted in the United States (“GAAP”)~~GAAP and that the ACL was adequate to provide for known and inherent losses in the portfolio at all times shown above, future provisions will be subject to ongoing evaluations of the risks in our loan portfolio. If we experience economic declines or if asset quality deteriorates, material additional provisions could be required.

Off-Balance Sheet Credit exposure

The ACL on off-balance-sheet credit exposures totaled ~~$11.6~~$9.5 million and $10.1 million at ~~March 31,~~September 30, 2023 and December 31, 2022, respectively. The level of the ACL on off-balance-sheet credit exposures depends upon the volume of outstanding commitments, underlying risk grades, the expected utilization of available funds and forecasted economic conditions impacting our loan portfolio.

Equity Securities

As of ~~March 31,~~September 30, 2023, we held equity securities with a readily determinable fair value of ~~$9.9~~$9.5 million compared to $9.8 million as of December 31, 2022. These equity securities primarily represent investments in a publicly traded Community Reinvestment Act fund and are subject to market pricing volatility, with changes in fair value recorded in earnings.

The Company held equity securities without a readily determinable fair values and measured at cost of ~~$10.6~~$11.3 million at ~~March 31,~~September 30, 2023, compared to $10.1 million at December 31, 2022. The Company measures equity securities that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

FHLB Stock and FRB Stock

As of ~~March 31,~~September 30, 2023, we held FHLB stock and FRB stock of ~~$116.1~~$59.1 million compared to $101.6 million as of December 31, 2022. The Bank is a member of its regional FRB and of the FHLB system. FHLB members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. Both FRB and FHLB stock are carried at cost, restricted for sale, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

Debt Securities

We use our debt securities portfolio to provide a source of liquidity, provide an appropriate return on funds invested, manage interest rate risk, meet collateral requirements and meet regulatory capital requirements. As of ~~March 31,~~September 30, 2023, the carrying amount of debt securities totaled ~~$1.15~~$1.06 billion, a decrease of ~~$131.5~~$221.8 million, or ~~10.3%~~17.3%, compared to $1.28 billion as of December 31, 2022. The decrease was primarily due to the sale of debt securities of $109.8 million with a net loss of $5.3 million. Debt securities represented ~~9.1%~~8.6% and 10.6% of total assets as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

All of our mortgage-backed securities and collateralized mortgage obligations are issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored entities. We do not hold any Fannie Mae or Freddie Mac preferred stock, corporate equity, collateralized debt obligations, ~~collateralized loan obligations,~~ structured investment vehicles, private label collateralized mortgage obligations, subprime, Alt-A, or second lien elements in our investment portfolio. As of ~~March 31,~~September 30, 2023, our investment portfolio did not contain any securities that are directly backed by subprime or Alt-A mortgages.

Management evaluates AFS debt securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. Consideration is given to (1) the extent to which the fair value is less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value. The Company has 36148 AFS debt securities that were in an unrealized loss position totaling ~~$23.9~~$111.3 million as of ~~March 31,~~June 30, 2023. The Company evaluated all debt securities and anno ACL on debt securities ~~of $885 thousand~~ was recognized in the Company’s consolidated balance sheets as of ~~March 31,~~September 30, 2023. The Company recorded no ACL for its held to maturity debt securities as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

As of ~~March 31,~~September 30, 2023 and December 31, 2022, we did not own securities of any one issuer other than U.S. government agency securities for which aggregate cost exceeded 10.0% of our stockholders’ equity as of such respective dates.

Equity Method Investments

Equity method investment loss is comprised of losses on equity method investments, specifically our 49% investment in Thrive. We had ~~$54.1~~$54.4 million in equity method investments as of ~~March 31,~~September 30, 2023 and reported a loss of ~~$1.5~~$1.2 million resulting from these investments for the ~~three~~nine months ended ~~March 31,~~September 30, 2023, which represents our proportionate share of our investee’s loss. The loss recorded during the ~~three~~nine months ended ~~March 31,~~September 30, 2023 is a result of ~~Thrive's quarterly results slightly offset~~the negative impact of rising interest rates on the fair value and volume of loans originated by ~~their continued focus on expense reduction across the corporation and exiting long dated locks, which are no longer being entered into, which represented 50% of the loss reports~~Thrive for the ~~three~~nine months ended ~~March 31,~~September 30, 2023.

Deposits

Total deposits as of ~~March 31,~~September 30, 2023 were ~~$9.03~~$10.20 billion, ~~a decrease~~an increase of ~~$88.5 million,~~$1.07 billion, or ~~1.0%~~11.8%, compared to $9.12 billion as of December 31, 2022. The ~~decrease~~increase from December 31, 2022 was primarily the result of ~~decreases~~increases of ~~$246.5~~$1.32 billion in certificates and other time deposits and of $421.3 million in interest-bearing ~~transaction and savings deposits, $428.2~~transaction. The increase was partially offset by decreases of $277.3 million in noninterest-bearing demand deposits and ~~$224.0~~$387.6 million in correspondent money market deposits. ~~The decrease was partially offset by an increase of $810.2 million in certificates and other time deposits.~~

5763


		March 31, 2023							September 30, 2023
		Ending Balance		% of Total		Average Outstanding Balance			Ending Balance		% of Total		Average Outstanding Balance
Noninterest-bearing	Noninterest-bearing	$	2,212,389	24.4	%	$	2,470,700	Noninterest-bearing	$	2,363,340	23.2	%	$	2,305,745
Interest-bearing transaction	Interest-bearing transaction	866,609		9.6	%	715,481		Interest-bearing transaction	739,098		7.2	%	743,468
Money market	Money market	2,518,922		27.9	%	2,646,708		Money market	3,096,498		30.4	%	2,722,205
Savings	Savings	106,480		1.2	%	113,736		Savings	100,474		1.0	%	103,271
Certificates and other time deposits	Certificates and other time deposits	2,896,870		32.1	%	2,588,728		Certificates and other time deposits	3,403,427		33.4	%	2,873,388
Correspondent money market accounts	Correspondent money market accounts	433,468		4.8	%	675,070		Correspondent money market accounts	493,681		4.8	%	510,492
Total deposits	Total deposits	$	9,034,738	100	%	$	9,210,423	Total deposits	$	10,196,518	100.0	%	$	9,258,569


		December 31, 2022							December 31, 2022
		Ending Balance		% of Total		Average Outstanding Balance			Ending Balance		% of Total		Average Outstanding Balance
Noninterest-bearing	Noninterest-bearing	$	2,640,617	28.9	%	$	2,737,468	Noninterest-bearing	$	2,640,617	28.9	%	$	2,782,077
Interest-bearing transaction	Interest-bearing transaction	622,814		6.8	%	594,461		Interest-bearing transaction	622,814		6.8	%	613,318
Money market	Money market	2,773,623		30.4	%	2,715,476		Money market	2,773,623		30.4	%	2,374,641
Savings	Savings	118,293		1.3	%	126,269		Savings	118,293		1.3	%	129,376
Certificates and other time deposits	Certificates and other time deposits	2,086,642		22.9	%	1,785,152		Certificates and other time deposits	2,086,642		22.9	%	1,601,687
Correspondent money market accounts	Correspondent money market accounts	881,245		9.7	%	885,730		Correspondent money market accounts	881,245		9.7	%	817,591
Total deposits	Total deposits	$	9,123,234	100	%	$	8,844,556	Total deposits	$	9,123,234	100.0	%	$	8,318,690

Borrowings

We utilize short-term and long-term borrowings to supplement deposits to fund our lending and investment activities, each of which is discussed below.

FHLB Advances

The FHLB allows us to borrow on a blanket floating lien status collateralized by certain securities and loans. As of ~~March 31,~~September 30, 2023 and December 31, 2022, total available borrowing capacity of ~~$373.7 million~~$2.24 billion and $787.3 million, respectively, was available under this arrangement with outstanding balances of ~~$1.68 billion~~$200.0 million and $1.18 billion, respectively, and a weighted average interest rate of ~~4.46%~~4.65% for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 1.73% for the year ended December 31, 2022. The FHLB has also issued standby letters of credit to the Company for ~~$1.13~~$1.26 billion and $1.03 billion as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively. Our current FHLB advances mature within ~~two years.~~one year. Other than FHLB borrowings, we had no other short-term borrowings at the dates indicated.

FRB

The FRB ~~has an available borrower in custody arrangement, which~~ allows us to borrow on a collateralized basis. Certain commercial and consumer loans are pledged under this arrangement. We maintain this borrowing arrangement to meet liquidity needs pursuant to our contingency funding plan.funds through their discount window or their new BTFP. As of ~~March 31,~~September 30, 2023 and December 31, 2022, $~~3.00~~2.65 billion and $1.14 billion, respectively, were available under ~~this arrangement based on collateral values~~the FRB discount window through the pledging of ~~pledged commercial~~certain qualifying loans and ~~consumer loans.~~securities. As of ~~March 31,~~September 30, 2023 and December 31, 2022, no borrowings were outstanding under this arrangement. ~~As of March 31, 2023, approximately $2.72 billion in commercial loans were pledged as collateral.~~ In addition, we had available ~~$614.7~~borrowing capacity of $434.3 million under the ~~new Bank Term Funding Program (“BTFP”)~~BTFP through the pledging of certain qualifying securities with no outstanding borrowings ~~outstanding~~ under this program ~~during the first quarter~~as of September 30, 2023.

Junior subordinated debentures and subordinated notes

The table below details our junior subordinated debentures and subordinated notes. Refer to Note 14 “Subordinated Debentures and Subordinated Notes” in our 2022 10-K for further discussion on the details of our junior subordinated debentures and subordinated notes.


		March 31, 2023			September 30, 2023
		Balance		Rate			Balance		Rate
		(Dollars in thousands)			(Dollars in thousands)
Junior subordinated debentures	Junior subordinated debentures					Junior subordinated debentures
Parkway National Capital Trust I	Parkway National Capital Trust I	$	3,093	6.72%		Parkway National Capital Trust I	$	3,093	7.52%
SovDallas Capital Trust I	SovDallas Capital Trust I	8,609		8.75		SovDallas Capital Trust I	8,609		9.53
Patriot Bancshares Capital Trust I	Patriot Bancshares Capital Trust I	5,155		6.68		Patriot Bancshares Capital Trust I	5,155		7.42
Patriot Bancshares Capital Trust II	Patriot Bancshares Capital Trust II	17,011		6.67		Patriot Bancshares Capital Trust II	17,011		7.47
Subordinated notes	Subordinated notes					Subordinated notes
4.75% Fixed-to-Floating Rate Subordinated Notes	4.75% Fixed-to-Floating Rate Subordinated Notes	75,000		4.75		4.75% Fixed-to-Floating Rate Subordinated Notes	75,000		4.75
4.125% Fixed-to-Floating Rate Subordinated Notes	4.125% Fixed-to-Floating Rate Subordinated Notes	125,000		4.13		4.125% Fixed-to-Floating Rate Subordinated Notes	125,000		4.13

Liquidity and Capital Resources

Liquidity

Liquidity management involves our ability to raise funds to support asset growth and acquisitions or reduce assets to meet deposit withdrawals and other payment obligations, to maintain reserve requirements and otherwise to operate on an ongoing basis and manage unexpected events. For the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and the year ended December 31, 2022, our liquidity needs were primarily met by core deposits, wholesale borrowings, security and loan maturities and amortizing investment and loan portfolios. Use of brokered deposits, purchased funds from correspondent banks and overnight advances from the FHLB and the FRB are available and have been utilized to take advantage of the cost of these funding sources. We maintained four lines of credit with commercial banks that provide for extensions of credit with an availability to borrow up to an aggregate of $100.0 million as of September 30, 2023. We maintained five lines of credit with commercial banks that provide for extensions of credit with an availability to borrow up to an aggregate of $175.0 million as of ~~March 31, 2023 and~~ December 31, 2022. There were no advances under these lines of credit outstanding as of ~~March 31,~~September 30, 2023 and December 31, 2022.

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The following table illustrates, during the periods presented, the mix of our funding sources and the average assets in which those funds are invested as a percentage of our average total assets for the period indicated. Average assets totaled ~~$12.21~~$12.27 billion for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and $10.99 billion for the year ended December 31, 2022.


		For the					For the		For the
		Three Months Ended					Nine Months Ended		Year Ended
		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Sources of Funds:	Sources of Funds:					Sources of Funds:
Deposits:	Deposits:					Deposits:
Noninterest-bearing	Noninterest-bearing	20.2	%	25.3	%	Noninterest-bearing	18.8	%	25.3	%
Interest-bearing	Interest-bearing	34.0		35.8		Interest-bearing	33.2		35.8
Certificates and other time deposits	Certificates and other time deposits	21.2		14.6		Certificates and other time deposits	23.4		14.6
Advances from FHLB	Advances from FHLB	9.2		8.1		Advances from FHLB	9.0		8.1
Other borrowings	Other borrowings	1.9		2.1		Other borrowings	1.9		2.1
Other liabilities	Other liabilities	1.4		1.1		Other liabilities	1.5		1.1
Stockholders’ equity	Stockholders’ equity	12.1		13.0		Stockholders’ equity	12.2		13.0
Total	Total	100.0	%	100.0	%	Total	100.0	%	100.0	%
Uses of Funds:	Uses of Funds:					Uses of Funds:
Loans	Loans	77.0	%	74.9	%	Loans	77.4	%	74.9	%
Debt Securities	Debt Securities	10.3		11.6		Debt Securities	9.5		11.6
Interest-bearing deposits in other banks	Interest-bearing deposits in other banks	3.9		1.5		Interest-bearing deposits in other banks	4.3		1.5
Other noninterest-earning assets	Other noninterest-earning assets	8.8		12.0		Other noninterest-earning assets	8.8		12.0
Total	Total	100.0	%	100.0	%	Total	100.0	%	100.0	%
Average noninterest-bearing deposits to average deposits	Average noninterest-bearing deposits to average deposits	26.8	%	33.4	%	Average noninterest-bearing deposits to average deposits	24.9	%	33.4	%

Average loans, excluding MW, to average deposits		99.2	%	94.6	%
Average loans to average deposits						Average loans to average deposits	99.7	%	94.6	%

Our primary source of funds is deposits, and our primary use of funds is loans. We do not expect a change in the primary source or use of our funds in the foreseeable future. Our average LHI increased ~~14.5%~~15.5% for the ~~three~~nine months ended ~~March 31,~~September 30, 2023, compared to the year ended December 31, 2022. We ~~invest~~use excess deposits ~~in interest-bearing deposits at other banks, the Federal Reserve or liquid debt securities until these monies are needed~~ to ~~fund loan growth.~~pay down FHLB borrowings to reduce wholesale funding.

As of ~~March 31,~~September 30, 2023, we had ~~$4.14~~$3.33 billion in outstanding commitments to extend credit, ~~$985.2~~$974.9 million in unconditionally cancellable MW commitments and ~~$106.0~~$101.6 million in commitments associated with outstanding standby and commercial letters of credit. As of December 31, 2022, we had $4.51 billion in outstanding commitments to extend credit, $1.09 billion in MW commitments and $98.2 million in commitments associated with outstanding standby and commercial letters of credit. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the total outstanding may not necessarily reflect the actual future cash funding requirements.

As of ~~March 31,~~September 30, 2023, we had cash and cash equivalents of ~~$808.4~~$713.4 million compared to $436.1 million as of December 31, 2022.

6066

Analysis of Cash Flows


		For the
		Three Months Ended					For the Nine Months Ended
		March 31, 2023		December 31, 2022			September 30, 2023		September 30, 2022
		(In thousands)					(In thousands)
Net cash provided by operating activities	Net cash provided by operating activities	$	34,539	$	68,218	Net cash provided by operating activities	$	138,068	$	149,388
Net cash used in investing activities		(66,508)		(564,784)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	74,898		(1,970,773)
Net cash provided by financing activities	Net cash provided by financing activities	404,287		668,355		Net cash provided by financing activities	64,365		1,875,498
Net change in cash and cash equivalents	Net change in cash and cash equivalents	$	372,318	$	171,789	Net change in cash and cash equivalents	$	277,331	$	54,113

Cash Flows Provided by Operating Activities

For the ~~three~~nine months ended ~~March 31,~~September 30, 2023, net cash provided by operating activities decreased by ~~$33.7~~$11.3 million when compared to the same period in 2022. The decrease in cash ~~from~~provided by operating activities was primarily ~~related~~attributable to a $20.1 million decrease in ~~accounts payable and other liabilities of $30.8 million.~~proceeds from LHFS.

Cash Flows Used in Investing Activities

For the ~~three~~nine months ended ~~March 31,~~September 30, 2023, net cash used in investing activities decreased by ~~$498.3 million~~$2.05 billion when compared to the same period in 2022. The decrease in cash used in investing activities was primarily attributable to a ~~$197.8 million~~$1.46 billion decrease in originations of net LHI, a ~~$141.4~~$431.2 million increase in maturities, and calls and paydowns of AFS debt securities and a ~~$116.5~~$109.8 million ~~decrease~~increase in ~~purchases~~proceeds from sales of AFS debt securities.

Cash Flows Provided by Financing Activities

For the ~~three~~nine months ended ~~March 31,~~September 30, 2023, net cash provided by financing activities decreased by ~~$264.1 million~~$1.81 billion when compared to the same period in 2022. The decrease in cash provided by financing activities was primarily attributable to a ~~$614.5~~$1.35 billion decrease in advances from FHLB, a $311.5 million decrease in new deposits and a $153.9 million decrease in proceeds from our common stock offering completed during the ~~three~~nine months ended ~~March 31,~~September 30, 2022. ~~The decrease was partially offset by a $504.8 million increase in advances from FHLB.~~

As of the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, we had no exposure to future cash requirements associated with known uncertainties or capital expenditures of a material nature.

Capital Resources

Total stockholders’ equity increased to $1.49 billion as of ~~March 31,~~September 30, 2023, compared to $1.45 billion as of December 31, 2022, an increase of ~~$44.0~~$41.4 million, or ~~3.0%~~2.9%. The increase from December 31, 2022 to ~~March 31,~~September 30, 2023 was primarily the result of ~~$38.4~~$104.8 million of net income recognized, ~~during the three months ended March 31, 2023, $14.9 million in accumulated other comprehensive income, $2.9~~$9.0 million in stock-based compensation and a ~~$534~~$803 thousand increase due to the exercise of employee stock options during the ~~three~~nine months ended ~~March 31,~~September 30, 2023. This increase was partially offset by ~~$10.8~~$32.5 million in dividends declared and paid, $38.4 million in accumulated other comprehensive income, and ~~$1.9~~$2.2 million of r~~estricted stock units (“RSU”)~~RSUs vesting during the ~~three~~nine months ended ~~March 31,~~September 30, 2023.

By comparison, total stockholders’ equity increased to ~~$1.45~~$1.41 billion as of ~~March 31,~~September 30, 2022, compared to $1.32 billion as of December 31, 2021, an increase of ~~$132.9~~$96.8 million, or ~~10.1%~~7.4%. The increase from December 31, 2021 to ~~March 31,~~September 30, 2022 was primarily the result of our $153.8 million common stock offering, ~~$33.5~~$106.4 million of net income recognized, ~~during the three months ended March 31, 2022, a $3.3~~along with $9.1 million in stock-based compensation ~~recognized during the three months ended March 31, 2022~~ and a ~~$98~~$578 thousand increase due to the exercise of employee stock ~~options.~~options during the nine months ended September 30, 2022. This increase was partially offset by ~~$45.1~~$138.6 million in other comprehensive income and ~~$9.9~~$31.5 million in dividends declared and paid during the ~~three~~nine months ended ~~March 31, 2022.~~September 30, 2022.

6167

Capital management consists of providing equity to support our current and future operations. Our regulators view capital levels as important indicators of an institution’s financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets they hold. We are subject to regulatory capital requirements at the bank holding company and bank levels. See Note 12 – “Capital Requirements and Restrictions on Retained Earnings” in the notes to our consolidated financial statements for additional discussion regarding the regulatory capital requirements applicable to us and the Bank. As of ~~March 31,~~September 30, 2023 and December 31, 2022, we and the Bank were in compliance with all applicable regulatory capital requirements, and the Bank was classified as “well capitalized” for purposes of the PCA regulations. As we employ our capital and continue to grow our operations, our regulatory capital levels may decrease depending on our level of earnings. However, we expect to monitor and control our growth in order to remain in compliance with all regulatory capital standards applicable to us.

The following table presents the actual capital amounts and regulatory capital ratios for us and the Bank as of the dates indicated.

As of March 31, As of December 31,
2023 2022
Amount Ratio Amount Ratio
(Dollars in thousands)
Veritex Holdings, Inc.
Total capital (to risk-weighted assets) $ 1,437,576 11.99 % $ 1,395,904 11.63 %
Tier 1 capital (to risk-weighted assets) 1,146,356 9.56 1,121,021 9.34
Common equity tier 1 (to risk-weighted assets) 1,116,632 9.32 1,091,353 9.09
Tier 1 capital (to average assets) 1,146,356 9.67 1,121,021 9.82
Veritex Community Bank
Total capital (to risk-weighted assets) $ 1,424,435 11.89 % $ 1,368,082 11.41 %
Tier 1 capital (to risk-weighted assets) 1,331,501 11.12 1,291,288 10.77
Common equity tier 1 (to risk-weighted assets) 1,331,501 11.12 1,291,288 10.77
Tier 1 capital (to average assets) 1,331,501 11.24 1,291,288 11.32


	As of September 30,				As of December 31,
	2023				2022
	Amount		Ratio		Amount		Ratio
	(Dollars in thousands)
Veritex Holdings, Inc.
Total capital (to RWA)	$	1,504,000	12.95	%	$	1,395,904	11.63	%
Tier 1 capital (to RWA)	1,204,446		10.37		1,121,021		9.34
Common equity tier 1 (to RWA)	1,174,612		10.11		1,091,353		9.09
Tier 1 capital (to average assets)	1,204,446		10.10		1,121,021		9.82
Veritex Community Bank
Total capital (to RWA)	$	1,477,654	12.73	%	$	1,368,082	11.41	%
Tier 1 capital (to RWA)	1,376,779		11.86		1,291,288		10.77
Common equity tier 1 (to RWA)	1,376,779		11.86		1,291,288		10.77
Tier 1 capital (to average assets)	1,376,779		11.56		1,291,288		11.32

Contractual Obligations

In the ordinary course of the Company’s operations, we have entered into contractual obligations and have made other commitments to make future payments. Other than normal changes in the ordinary course of business and changes discussed within “Financial Condition—Borrowings,” there have been no significant changes in the types of contractual obligations or amounts due as of ~~March 31,~~September 30, 2023 since December 31, 2022 as reported in our Annual Report on Form 10-K for the year ended December 31, 2022.

Critical Accounting Policies

Our accounting policies are fundamental to understanding our management’s discussion and analysis of our results of operations and financial condition. We have identified certain significant accounting policies which involve a higher degree of judgment and complexity in making certain estimates and assumptions that affect amounts reported in our consolidated financial statements. The significant accounting policies which we believe to be the most critical in preparing our consolidated financial statements relate to ACL, business combinations, debt securities and goodwill. Since December 31, 2022, there have been no changes in critical accounting policies as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Form 10-K for the year ended December 31, 2022, except for those updates discussed in Note 1 - Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements included in this report.

Goodwill

Goodwill resulting from a business combination represents the excess of the fair value of the consideration transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized but is reviewed for potential impairment annually on October 31 of each fiscal year or when a triggering event occurs.

6268

We may first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. We have an unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test, and we may resume performing the qualitative assessment in any subsequent period. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform the quantitative goodwill impairment test. The quantitative goodwill impairment test, used to identify both the existence of potential impairment and the amount of impairment loss, involves estimating the fair value of a reporting unit and comparing these estimated fair values with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Any such adjustments to goodwill are reflected in the results of operations in the periods in which they become known.

Estimating the fair values of a reporting unit involves the use of significant assumptions, estimates and judgments with respect to a variety of factors, including revenues, capital expenditures, cash flows and the selection and use of an appropriate discount rate and market values and multiples of earnings and revenues of similar public companies. Projected sales and capital expenditures are based on our annual business plan or other forecasted results. Discount rates reflect market-based estimates of the risks associated with the projected cash flows of the reporting unit.

The use of different assumptions, estimates or judgments in the goodwill impairment testing process, including with respect to the estimated future cash flows of our reporting unit, the discount rate used to discount such estimated cash flows to their net present value, and the reasonableness of the resultant implied control premium relative to our market capitalization, could materially increase or decrease the fair value of the reporting unit and/or its net assets and, accordingly, could materially increase or decrease any related impairment charge.

During the second quarter of 2023, the Company observed a sustained decline in the market valuation of the Company’s common stock as a result of significant volatility in the banking industry with multiple high-profile bank failures and industry wide concerns related to liquidity, deposit outflows, unrealized securities losses and eroding consumer confidence in the banking system. As a result, the Company performed an interim quantitative impairment test with a trigger date of May 31, 2023. The Company determined the fair value of its reporting unit using a combination of a market and an income approach. Upon completion of the quantitative evaluation, the Company determined that the fair value of the Company's reporting unit exceeded its related carrying value, and therefore goodwill was not impaired. During the third quarter of 2023, the Company evaluated current conditions and concluded there have been no significant changes in the economic environment or projections, and no decline in fair value during the quarter. However, changing economic conditions that may adversely affect the Company's performance, the fair value of its assets and liabilities, or its stock price could result in future impairment, which could adversely affect earnings in future periods. Management will continue to monitor events that could impact this conclusion in the future.

Special Cautionary Notice Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on various facts and derived utilizing assumptions, current expectations, estimates and projections and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include, without limitation, statements relating to the expected payment date of our quarterly cash dividend, impact of certain changes in our accounting policies, standards and interpretations, a continuation of recent turmoil in the banking industry, responsive measures to mitigate and manage it and related supervisory and regulatory actions and costs and our future financial performance, business and growth strategy, projected plans and objectives, as well as other projections based on macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact broader economic and industry trends, and any such variations may be material. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “targets,” “outlooks,” “seeks,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing words. You should understand that the following important factors could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements:

•risks related to the concentration of our business in Texas, and specifically within the Dallas-Fort Worth metroplex and the Houston metropolitan area, including risks associated with any downturn in the real estate sector and risks

associated with a decline in the values of single family homes in the Dallas-Fort Worth metroplex and the Houston metropolitan area;

•the effects of regional or national civil unrest;

•the effects of war or other conflicts, including, but not limited to, the current conflicts between Russia and the Ukraine and Israel and Hamas, acts of terrorism (including cyber attacks) or other catastrophic events, including natural disasters such as storms, droughts, tornadoes, hurricanes and flooding, that may affect general economic conditions;

•changes in market interest rates that affect the pricing of our loans and deposits and our net interest income;

•risks related to our strategic focus on lending to small to medium-sized businesses;

•the sufficiency of the assumptions and estimates we make in establishing reserves for potential loan losses;

•our ability to implement our growth strategy, including identifying and consummating suitable acquisitions;

•our ability to recruit and retain successful bankers that meet our expectations in terms of customer relationships and profitability;

•changes in our accounting policies, standards and interpretations;

•our ability to retain executive officers and key employees and their customer and community relationships;

•risks associated with our CRE and construction loan portfolios, including the risks inherent in the valuation of the collateral securing such loans;

•risks associated with our commercial loan portfolio, including the risk of deterioration in value of the general business assets that generally secure such loans;

•our level of nonperforming assets and the costs associated with resolving problem loans, if any, and complying with government-imposed foreclosure moratoriums;

•potential changes in the prices, values and sales volumes of commercial and residential real estate securing our real estate loans;

•risks related to the significant amount of credit that we have extended to a limited number of borrowers and in a limited geographic area;

•credit risks of borrowers, including any increase in those risks due to changing economic conditions, inflation and interest rates;

•our ability to maintain adequate liquidity (including in compliance with CBLR standards and the effect of the transition to the CECL methodology for allowances and related adjustments) and to raise necessary capital to fund our acquisition strategy and operations or to meet increased minimum regulatory capital levels;

•potential fluctuations in the market value and liquidity of our debt securities;

•the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services;

•our ability to maintain an effective system of disclosure controls and procedures and internal control over financial reporting;

•risks associated with fraudulent and negligent acts by our customers, employees or vendors;

•our ability to keep pace with technological change or difficulties when implementing new technologies;

•risks associated with difficulties and/or terminations with third-party service providers and the services they provide;

•risks associated with unauthorized access, cyber-crime and other threats to data security;

•potential impairment on the goodwill we have recorded or may record in connection with business acquisitions;

•our ability to comply with various governmental and regulatory requirements applicable to financial institutions;

•the impact of recent and future legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators, and economic stimulus programs;

•uncertainty regarding the future of LIBOR and any replacement alternatives on our business;

•governmental monetary and fiscal policies, including the policies of the Federal Reserve;

•our ability to comply with supervisory actions by federal and state banking agencies;

•changes in the scope and cost of FDIC, insurance and other coverage; and

•systemic risks associated with the soundness of other financial institutions.

Other factors not identified above, including those described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2022, our Quarterly Report on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 ,respectively, and the information contained in this Quarterly Report on Form 10-Q, may also cause actual results to differ materially from those described in our forward-looking statements. Most of these factors are difficult to anticipate and are generally beyond our control. You should consider these factors in connection with considering any forward-looking statements that may be made by us. We undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless we are required to do so by law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a financial institution, our primary component of market risk is interest rate volatility. Our asset, liability and funds management policy provides management with the guidelines for effective funds management, and we have established a measurement system for monitoring our net interest rate sensitivity position. We manage our sensitivity position within our established guidelines.

Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. With exception of our cash flow hedges designated as a hedging instrument, we do not enter into instruments such as leveraged derivatives, interest rate swaps, financial options, financial future contracts or forward delivery contracts for the purpose of reducing interest rate risk. We enter into interest rate swaps, caps and collars as an accommodation to our customers in connection with our interest rate swap program. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

Our exposure to interest rate risk is managed by the Asset-Liability Committee of the Bank in accordance with policies approved by its board of directors. The committee formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the committee considers the impact on earnings and capital of the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. The committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity. Management employs methodologies to manage interest rate risk, which include an analysis of relationships between interest-earning assets and interest-bearing liabilities, and an interest rate shock simulation model.

We use an interest rate risk simulation model and shock analysis to test the interest rate sensitivity of net interest income and the balance sheet, respectively. Contractual maturities and repricing opportunities of loans are incorporated in the model as are prepayment assumptions, maturity data and call options within the investment portfolio.

We utilize static balance sheet rate shocks to estimate the potential impact on net interest income of changes in interest

rates under various rate scenarios. This analysis estimates a percentage of change in the metric from the stable rate base scenario versus alternative scenarios of rising and falling market interest rates by instantaneously shocking a static balance sheet. Internal policy regarding internal rate risk simulations currently specifies that for instantaneous parallel shifts of the yield curve, estimated net income at risk for the subsequent one-year period should not decline by more than 5.0% for a 100 basis point shift, 10.0% for a 200 basis point shift, and 15.0% for a 300 basis point shift.

The following table summarizes the simulated change in net interest income and fair value of equity over a 12-month horizon as of the dates indicated:


		As of March 31, 2023				As of December 31, 2022					As of September 30, 2023				As of December 31, 2022
		Percent Change		Percent Change		Percent Change		Percent Change			Percent Change		Percent Change		Percent Change		Percent Change
Change in Interest	Change in Interest	in Net Interest		in Fair Value		in Net Interest		in Fair Value		Change in Interest	in Net Interest		in Fair Value		in Net Interest		in Fair Value
Rates (Basis Points)	Rates (Basis Points)	Income		of Equity		Income		of Equity		Rates (Basis Points)	Income		of Equity		Income		of Equity
+ 300	+ 300	11.53	%	1.82	%	13.00	%	4.65	%	+ 300	14.38	%	3.72	%	13.00	%	4.65	%
+ 200	+ 200	7.82	%	1.49	%	8.88	%	3.36	%	+ 200	9.67	%	2.72	%	8.88	%	3.36	%
+ 100	+ 100	3.93	%	0.95	%	4.46	%	1.77	%	+ 100	4.90	%	1.49	%	4.46	%	1.77	%
Base	Base	—	%	—	%	—	%	—	%	Base	—	%	—	%	—	%	—	%
−100	−100	(4.42)	%	(1.53)	%	(4.72)	%	(2.55)	%	−100	(5.19)	%	(1.82)	%	(4.72)	%	(2.55)	%
−200										−200	(10.31)	%	(4.13)	%	(10.01)	%	(6.48)	%

The results are primarily due to behavior of demand, money market and savings deposits during such rate fluctuations. We have found that, historically, interest rates on these deposits change more slowly than changes in the discount and federal funds rates. This assumption is incorporated into the simulation model and is generally not fully reflected in a gap analysis. The assumptions incorporated into the model are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various strategies.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures — As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of the end of the period covered by this Report.

There were no significant changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~March 31,~~September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

6572

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are from time to time subject to claims and litigation arising in the ordinary course of business. These claims and litigation may include, among other things, allegations of violation of banking and other applicable regulations, competition law, labor laws and consumer protection laws, as well as claims or litigation relating to intellectual property, securities, breach of contract and tort. We intend to defend ourselves vigorously against any pending or future claims and litigation.

At this time, in the opinion of management, the likelihood is remote that the impact of such proceedings, either individually or in the aggregate, would have a material adverse effect on our consolidated results of operations, financial condition or cash flows. However, one or more unfavorable outcomes in any claim or litigation against us could have a material adverse effect for the period in which they are resolved. In addition, regardless of their merits or their ultimate outcomes, such matters are costly, divert management’s attention and may materially adversely affect our reputation, even if resolved in our favor.

Item 1A. Risk Factors

In evaluating an investment in our common stock, investors should consider carefully, among other things, the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, as well as the information contained in this Quarterly Report on Form 10-Q and our other reports and registration statements filed with the SEC.

Other than the risk factor set forth below, there has been no material change in the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Recent negative developments in the banking industry could adversely affect our current and projected business operations and our financial condition and results of operations.

The recent bank failures, need for outside liquidity support and related negative media attention have generated significant market trading volatility among publicly traded bank holding companies and, in particular, regional bank holding companies like the Company. These developments have negatively impacted customer confidence in regional banks, which could prompt customers to maintain their deposits with larger financial institutions. Further, competition for deposits has increased in recent periods, and the cost of funding has similarly increased, putting pressure on our net interest margin. If we were required to sell a portion of our securities portfolio to address liquidity needs, we may incur losses, including as a result of the negative impact of rising interest rates on the value of our securities portfolio, which could negatively affect our earnings and our capital. If we were required to raise additional capital in the current environment, any such capital raise may be on unfavorable terms, thereby negatively impacting book value and profitability. While we have taken actions to improve our funding, there is no guarantee that such actions will be successful or sufficient in the event of sudden liquidity needs.

We also anticipate increased regulatory scrutiny and regulatory initiatives, such as new regulations or heightened supervisory expectations, intended to address the recent negative developments in the banking industry, all of which may increase the Company’s costs of doing business and reduce its profitability. Regulators, customers and investors may, among other things, view our deposit composition, level of uninsured deposits, potential losses embedded in held-to-maturity securities, contingent liquidity, CRE composition and concentration, capital position and oversight and internal control structures regarding the foregoing as presenting higher risk in comparison with large national banks or smaller community banks. In addition, the most recent estimates of the FDIC ~~estimates~~are that the ~~two~~ recent failures of Silicon Valley Bank, Signature Bank and ~~Signature~~First Republic Bank resulted in losses ~~of approximately $22.5 billion, of which $19.2 billion is~~ attributable to the protection of uninsured depositors under the Systemic Risk Exception. Federal law requires that any losses to the FDIC’s Deposit Insurance Fund related to this action be repaid by a special assessment on banks. The impact of the assessment to the Company for these failures or any potential future failures is not yet known, but is expected to negatively impact operating results.

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

None.

Item 5. Other Information

During the three months ended September 30, 2023, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits


Exhibit Number						Description of Exhibit
2.3						Agreement and Plan of Reorganization dated July 23, 2018, by and among Veritex Holdings, Inc., MustMS, Inc. and Green Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 24, 2018).
3.2						Third Amended and Restated Bylaws of Veritex Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed July 25, 2017).




31.1*						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*						The following materials from Veritex Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~September 30, 2023, formatted in Inline XBRL (Inline eXtensible Business Reporting Language): (i) Cover Page, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Income, (iv) Consolidated Statements of Comprehensive Income, (v) Consolidated Statements of Changes in Stockholders’ Equity, (vi) Consolidated Statements of Cash Flows, and (vii) Notes to Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed with this Quarterly Report on Form 10-Q

** Furnished with this Quarterly Report on Form 10-Q

6774

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.



						VERITEX HOLDINGS, INC.
						(Registrant)





Date: ~~May 10,~~October 30, 2023						/s/ C. Malcolm Holland, III
						C. Malcolm Holland, III
						Chairman and Chief Executive Officer
						(Principal Executive Officer)




Date: ~~May 10,~~October 30, 2023						/s/ Terry S. Earley
						Terry S. Earley
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

6875



		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements – Unaudited	43
	Consolidated Balance Sheets	4
	Consolidated Statements of Income	5
	Consolidated Statements of Comprehensive Income (Loss)	6
	~~Consolidated Statements of Comprehensive Income~~	8
	Consolidated Statements of Changes in Stockholders’ Equity	97
	Consolidated Statements of Cash Flows	119
	Notes to Consolidated Financial Statements	1310
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5244
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	7969
Item 4.	Controls and Procedures	8171

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	8272
Item 1A.	Risk Factors	8272
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8272
Item 5.	Other Information	73
Item 6.	Exhibits	8273
SIGNATURES		8474


	For the Three Months Ended March 31,						For the Three Months Ended December 31,
	2023						2022
			Interest						Interest
	Average		Earned/		Average		Average		Earned/		Average
	Outstanding		Interest		Yield/		Outstanding		Interest		Yield/
	Balance		Paid		Rate		Balance		Paid		Rate
	(Dollars in thousands)
Assets
Interest-earning assets:
Loans(1)	$	9,141,137	$	146,801	6.51	%	$	8,743,380	$	131,823	5.98	%
LHI, MW	360,172		4,906		5.52		383,080		5,024		5.20

Debt securities	1,252,457		10,988		3.56		1,286,342		10,880		3.36
Interest-bearing deposits in other banks	478,345		5,534		4.69		353,737		3,401		3.81
Equity securities and other investments	124,985		1,408		4.57		119,054		1,087		3.62
Total interest-earning assets	11,357,096		169,637		6.06		10,885,593		152,215		5.55
ACL	(92,664)						(85,275)
Noninterest-earning assets	949,881						960,726
Total assets	$	12,214,313					$	11,761,044

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and savings deposits	$	4,150,995	$	29,857	2.92	%	$	4,321,936	$	24,043	2.21	%
Certificates and other time deposits	2,588,728		20,967		3.28		1,785,152		8,543		1.90
Advances from FHLB	1,122,683		12,358		4.46		1,073,049		10,577		3.91
Subordinated debentures and subordinated notes	231,251		3,066		5.38		229,037		2,954		5.12
Total interest-bearing liabilities	8,093,657		66,248		3.32		7,409,174		46,117		2.47

Noninterest-bearing liabilities:
Noninterest-bearing deposits	2,470,700						2,737,468
Other liabilities	173,380						179,584
Total liabilities	10,737,737						10,326,226
Stockholders’ equity	1,476,576						1,434,818
Total liabilities and stockholders’ equity	$	12,214,313					$	11,761,044

Net interest rate spread(2)					2.74	%					3.08	%
Net interest income			$	103,389					$	106,098
Net interest margin(3)					3.69	%					3.87	%


	For the Three Months Ended March 31,
	2023 vs 2022
	Increase (Decrease)
	Due to Change in
	Volume		Rate		Total
	(In thousands)
Interest-earning assets:
Loans	$	22,152	$	56,275	$	78,427
LHI, MW	(447)		2,284		1,837

Debt Securities	760		2,466		3,226
Equity securities and other investments	(36)		5,308		5,272
Interest-bearing deposits in other banks	(311)		809		498
Total increase in interest income	22,118		67,142		89,260
Interest-bearing liabilities:
Interest-bearing demand and savings deposits	343		27,763		28,106
Certificates and other time deposits	999		18,588		19,587
Advances from FHLB	687		10,124		10,811
Subordinated debentures and subordinated notes	(7)		414		407
Total increase in interest expense	2,022		56,889		58,911
Increase in net interest income	$	20,096	$	10,253	$	30,349