Community West Bancshares: Form 10-Q for the period ended Jun 30, 2026
Filed with the SEC on Aug 10, 2026 and accepted by EDGAR at Aug 10, 2026, 20:43 ET.
Management's discussion and analysis
As filed, 73,277 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
General
We are a central California-based bank holding company for a bank subsidiary, Community West Bank (the “Bank”). We offer 31 full-service banking centers covering greater Sacramento in the north, throughout the San Joaquin Valley south to Bakersfield, and west to the Central Coast. We provide traditional commercial banking services to small and medium-sized businesses and individuals in the communities that we serve. On April 1, 2026, the Company completed its previously announced merger of United Security Bancshares pursuant to which USB merged with and into the Company, with the Company continuing as the surviving entity. Refer to Note 2 - Business Combinations for further discussion of this transaction.
Dividend Declared
On July 22, 2026, the Board of Directors declared a $0.12 per share cash dividend payable on August 21, 2026 to shareholders of record as of August 6, 2026.
Critical Accounting Policies and Estimates
Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. We believe that the Company’s most critical accounting policies are those which the Company’s financial condition depends upon, and which involve the most complex or subjective decisions or assessments.
Business Combinations
We account for business combinations under the acquisition method of accounting in accordance with ASC 805. We recognize the fair value of the assets acquired and liabilities assumed as of the date of acquisition, with any excess of the fair value of consideration provided over the fair value of the identifiable net tangible and intangible assets acquired recorded as goodwill. Transaction costs are expensed as incurred. Application of the acquisition method requires extensive use of accounting estimates and judgments to determine the fair values of the identifiable assets acquired and liabilities assumed at the acquisition date.
In accordance with ASC 805, the acquiring company retains the right to make appropriate adjustments to the assets and liabilities of the acquired entity for information obtained during the measurement period about facts and circumstances that existed as of the acquisition date. The measurement period ends as of the earlier of (i) one year from the acquisition date or (ii) the date when the acquirer receives the information necessary to complete the business combination accounting.
Goodwill and intangible assets acquired in a business combination and that are determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exist that indicate the necessity for such impairment tests to be performed. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Core deposit intangible assets arising from business combinations are amortized on an accelerated basis reflecting the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. The estimated life of the core deposit intangible is approximately 8-10 years.
Allowance for Credit Losses
The Current Expected Credit Loss (“CECL”) approach requires an estimate of the credit losses expected over the life of a financial asset carried at amortized cost. It removes the incurred loss approach’s threshold that delayed the recognition of a credit loss until it was “probable” a loss event was “incurred”.
The estimate of expected credit losses under the CECL approach is based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. We then consider whether the historical loss experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period from which historical experience was used. Finally, we consider forecasts about future economic conditions that are reasonable and supportable.
Management’s evaluation of the appropriateness of the allowance for credit losses is often the most critical of accounting estimates for a financial institution. Our determination of the amount of the allowance for credit losses is a critical accounting estimate as it requires significant reliance on the use of estimates and significant judgment as to the amount and timing of expected future cash flows on criticized loans, significant reliance on historical loss rates, consideration of our quantitative and qualitative evaluation of economic factors, and the reliance on our reasonable and supportable forecasts.
The allowance for credit losses attributable to each portfolio segment also includes an amount for inherent risks not reflected in the historical analyses. Relevant factors include, but are not limited to, concentrations of credit risk (geographic, large borrower, and industry), economic trends and conditions, changes in underwriting standards, experience and depth of lending staff, trends in delinquencies, and the level of criticized loans.
The impact of utilizing the CECL approach to calculate the reserve for credit losses will be significantly influenced by the composition, characteristics and quality of our loan portfolios, as well as the prevailing economic conditions and forecasts utilized. Material changes to these and other relevant factors may result in greater volatility to the reserve for credit losses, and therefore, greater volatility to our reported earnings. See Note 4 to the Consolidated Financial Statements and the “Allowance for Credit Losses on Loans” section below.
Please refer to the Company’s 2025 Annual Report on Form 10-K for a complete listing of critical accounting policies.
Financial Highlights
The significant highlights for the Company as of or for the period ended June 30, 2026 included the following:
- On April 1, 2026, the Company completed its previously announced merger (“Merger”) with United Security Bancshares (“USB”) pursuant to which USB merged with and into the Company, with the Company continuing as the surviving entity. Following the Merger, United Security Bank, a wholly owned subsidiary of USB, merged with and into Community West Bank, a wholly owned subsidiary of the Company, with the Bank continuing as the surviving entity.
- Net income during the second quarter decreased to $2.70 million, or $0.10 per diluted common share, compared to net income of $11.49 million and $0.60 per diluted common share, respectively, in the first quarter of 2026. The decrease in net income was due to an increase in non-recurring items: an increase in merger expenses of $7,458,000 and a net realized loss on sales and calls of investment securities of $5,899,000, in addition to an increase to the provision for credit losses of $5,545,000 as compared to the trailing quarter.
- The Company recorded a provision for credit losses of $5,635,000 during the quarter ended June 30, 2026, as compared to $90,000 during the trailing quarter. The current quarter provision is attributed to a provision for loan losses totaling $5,259,000, a provision for unfunded commitments of $430,000, partially offset by a credit to the reserve for held-to-maturity securities of $54,000. The provision for loan losses during the quarter ended June 30, 2026 was primarily due to an update of the Company’s peer group based on its larger asset size following the completion of the Merger and also from organic loan growth during the quarter. Charge-offs during the quarter were associated with loans previously fully reserved or absorbed within the Day 1 allowance recorded at the time of the Merger.
- Gross loans increased by $992.7 million or 38.91% for the quarter ended June 30, 2026 compared to the quarter ended March 31, 2026 and increased $1.0 billion or 39.47% year-to-date. The fair value of loans acquired from USB was $878.5 million as of April 1, 2026.
- Total deposits increased by $977.9 million or 31.13% for the quarter ended June 30, 2026 compared to the quarter ended March 31, 2026 and $1.0 billion or 33.09% year-to-date. Total deposits acquired as a result of the Merger was $1.1 billion as of April 1, 2026. Brokered deposits decreased by $73.1 million or 14.30% for the quarter ended June 30, 2026 compared to the quarter ended March 31, 2026 and decreased $80.5 million or 15.53% year-to-date.
- Total cost of deposits decreased to 1.31% for the quarter ended June 30, 2026 compared to 1.40% for the quarter ended March 31, 2026, and decreased from 1.39% for the quarter ended December 31, 2025.
- Average non-interest bearing demand deposits as a percentage of total average deposits totaled 34.14% and 33.32% for the quarters ended June 30, 2026 and March 31, 2026, respectively.
- Net interest margin (calculated on a fully tax equivalent basis) increased to 4.56% for the quarter ended June 30, 2026, from 4.30% for the quarter ended March 31, 2026.
- There were $27.9 million of non-performing assets as of June 30, 2026. Net loan charge offs were $5,498,000 for the quarter ended June 30, 2026 and loans delinquent 30 days or more were $34.3 million as of June 30, 2026.
- Capital positions remain strong at June 30, 2026 with a 9.79% Tier 1 Leverage Ratio; a 11.41% Common Equity Tier 1 Ratio; a 11.53% Tier 1 Risk-Based Capital Ratio; and a 13.63% Total Risk-Based Capital Ratio.
- The Company declared a $0.12 per common share cash dividend, payable on August 21, 2026 to shareholders of record as of August 6, 2026.
Overview
The following is management’s discussion and analysis of the Company’s financial condition, operating results, asset and liability management, liquidity and capital resources and should be read in conjunction with the Condensed Consolidated Financial Statements of the Company and the Notes thereto located at Item 1 of this report.
RESULTS OF OPERATIONS
(In thousands, except share and per-share amounts)
| Three months ended June 30, 2026 | March 31, 2026 | June 30, 2025 | Six months ended June 30, 2026 | 2025 | |
|---|---|---|---|---|---|
| Net interest income before provision for credit losses | $50,912 | $36,003 | $33,304 | $86,916 | $65,486 |
| Provision for credit losses | 5,635 | 90 | 2,613 | 5,725 | 2,572 |
| Net interest income after provision for credit losses | 45,277 | 35,913 | 30,691 | 81,191 | 62,914 |
| Total non-interest income | (1,970) | 2,788 | 2,364 | 817 | 4,975 |
| Total non-interest expenses | 39,143 | 22,987 | 22,296 | 62,130 | 45,766 |
| Income before provision for income taxes | 4,164 | 15,714 | 10,759 | 19,878 | 22,123 |
| Provision for income taxes | 1,469 | 4,225 | 2,927 | 5,694 | 5,998 |
| Net income | $2,695 | $11,489 | $7,832 | $14,184 | $16,125 |
During the three months ended June 30, 2026, the Company reported net income of $2,695,000. Basic and diluted earnings per share for the three months ended June 30, 2026 were $0.10 compared to $0.41 for the three months ended June 30, 2025. During the three months ended June 30, 2026, the Company recorded a $5,635,000 provision for credit losses compared to a $2,613,000 provision for credit losses during the three months ended June 30, 2025. During the quarter ended June 30, 2026, the Company realized a net loss on sales and calls of securities of $5,899,000 compared to a net loss of $15,000 during the prior year quarter ended June 30, 2025 as part of a strategic repositioning of the investment portfolio. The increase in both quarter-to-date and year-to-date non-interest expense categories was driven primarily by increases in merger expenses, salary and employee benefits, and amortization of core deposit intangibles as a result of the Merger.
Statement Regarding use of Non-GAAP Financial Measures
Community West Bancshares’s financial results are presented in accordance with GAAP and refer to certain non-GAAP financial measures. Management believes that presentation of operating results using non-GAAP financial measures provides useful supplemental information to investors and facilitates the analysis of the Company’s core operating results and comparison of operating results across reporting periods. Management also uses non-GAAP financial measures to establish budgets and manage the Company’s business. A reconciliation of the GAAP financial measures to comparable non-GAAP financial measures is presented below.
Reconciliation of GAAP and Non-GAAP Financial Measures
(In thousands, except share and per-share amounts)
| NET INCOME ADJUSTED FOR NON-CORE ITEMS | For the Three Months Ended June 30, 2026 | March 31, 2026 | June 30, 2025 | For the Six Months Ended June 30, 2026 | June 30, 2025 |
|---|---|---|---|---|---|
| Net income (GAAP) | $2,695 | $11,489 | $7,832 | $14,184 | $16,125 |
| Merger and conversion related costs: | |||||
| Personnel and severance | 4,824 | — | — | 4,824 | — |
| Professional services | 2,361 | 289 | — | 2,650 | 278 |
| Data processing and technology | 502 | — | — | 502 | — |
| Other | 60 | — | — | 60 | — |
| Total merger and conversion related costs | 7,747 | 289 | — | 8,036 | 278 |
| Loss on sales/calls of investment securities | 5,899 | — | 15 | 5,899 | 15 |
| Income tax impact of non-core items | (4,034) | (85) | (4) | (4,119) | (87) |
| Comparable net income (non-GAAP) | $12,307 | $11,693 | $7,843 | $24,000 | $16,331 |
| DILUTED EARNINGS PER SHARE | |||||
| Weighted average diluted shares | 27,108,920 | 19,137,134 | 19,042,750 | 23,145,947 | 19,028,425 |
| Diluted earnings per share (GAAP) | $0.10 | $0.60 | $0.41 | $0.61 | $0.85 |
| Comparable diluted earnings per share (non-GAAP) | $0.45 | $0.61 | $0.41 | $1.04 | $0.86 |
| RETURN ON AVERAGE ASSETS | |||||
| Average assets | $4,927,433 | $3,695,982 | $3,553,327 | $4,315,110 | $3,540,901 |
| Return on average assets (GAAP) | 0.22% | 1.24% | 0.88% | 0.66% | 0.91% |
| Impact of non-core items | 0.78% | 0.03% | —% | 0.45% | 0.01% |
| Comparable return on average assets (non-GAAP) | 1.00% | 1.27% | 0.88% | 1.11% | 0.92% |
| RETURN ON AVERAGE EQUITY | |||||
| Average stockholders' equity | $607,758 | $418,172 | $377,413 | $513,490 | $373,735 |
| Return on average equity (GAAP) | 1.77% | 10.99% | 8.30% | 5.52% | 8.63% |
| Impact of non-core items | 6.34% | 0.19% | 0.01% | 3.82% | 0.11% |
| Comparable return on average equity (non-GAAP) | 8.10% | 11.18% | 8.31% | 9.35% | 8.74% |
| EFFICIENCY RATIO | |||||
| Non-interest expense (GAAP) | $39,143 | $22,987 | $22,296 | $62,130 | $45,766 |
| Merger-related non-interest expenses | (7,747) | (289) | — | (8,036) | (278) |
| Comparable non-interest expense (non-GAAP) | 31,396 | 22,698 | 22,296 | 54,094 | 45,488 |
| Net interest income (GAAP) | 50,912 | 36,003 | 33,304 | 86,916 | 65,486 |
| Non-interest income (GAAP) | (1,970) | 2,788 | 2,364 | 817 | 4,975 |
| Loss on sales/calls of investment securities | 5,899 | — | 15 | 5,899 | 15 |
| Comparable non-interest income (non-GAAP) | $3,929 | $2,788 | $2,379 | $6,716 | $4,990 |
| Efficiency ratio (GAAP) | 79.98% | 59.26% | 62.51% | 70.82% | 64.95% |
| Comparable efficiency ratio (non-GAAP) | 57.25% | 58.51% | 62.48% | 57.77% | 64.54% |
46
(Dollars in thousands)
| PRE-TAX PRE-PROVISION RETURN ON AVERAGE ASSETS OR EQUITY | Three months ended June 30, 2026 | March 31, 2026 | June 30, 2026 | Six months ended June 30, 2026 | June 30, 2026 |
|---|---|---|---|---|---|
| Net income (GAAP) | $2,695 | $11,489 | $7,832 | $14,184 | $16,125 |
| Exclude provision for income taxes | 1,469 | 4,225 | 2,927 | 5,694 | 5,998 |
| Exclude provision for credit losses | 5,635 | 90 | 2,613 | 5,725 | 2,572 |
| Net income before income tax and provision expense (Non-GAAP) | $9,799 | $15,804 | $13,372 | $25,603 | $24,695 |
| Net income excluding non-core items (Non-GAAP) | 12,307 | 11,693 | 7,843 | 24,000 | 16,331 |
| Exclude provision for income taxes (Non-GAAP) (1) | 5,503 | 4,310 | 2,931 | 9,813 | 6,085 |
| Exclude provision for credit losses | 5,635 | 90 | 2,613 | 5,725 | 2,572 |
| Net income excluding non-core items before income tax and provision expense (Non-GAAP) | $23,445 | $16,093 | $13,387 | $39,538 | $24,988 |
| RETURN ON AVERAGE ASSETS (Annualized) | |||||
| Average assets | $4,927,433 | $3,695,982 | $3,553,327 | $4,315,110 | $3,540,901 |
| Return on average assets (GAAP) | 0.22% | 1.24% | 0.88% | 0.66% | 0.91% |
| Pre-tax pre-provision return on average assets (Non-GAAP) | 0.80% | 1.71% | 1.51% | 1.19% | 1.39% |
| Pre-tax pre-provision excluding non-core items return on average assets (Non-GAAP) | 1.90% | 1.74% | 1.51% | 1.83% | 1.41% |
| RETURN ON AVERAGE EQUITY (Annualized) | |||||
| Average stockholders' equity | $607,758 | $418,172 | $377,413 | $513,490 | $373,735 |
| Return on average equity (GAAP) | 1.77% | 10.99% | 8.30% | 5.52% | 8.63% |
| Pre-tax pre-provision return on average equity (Non-GAAP) | 6.45% | 15.12% | 14.17% | 4.99% | 13.22% |
| Pre-tax pre-provision excluding non-core items return on average equity (Non-GAAP) | 15.43% | 15.39% | 14.19% | 15.40% | 13.37% |
| (1) Calculated as GAAP provision for income taxes plus income tax impact of non-core items at statutory tax rate of 29.56%. |
47
(Dollars in thousands)
| TANGIBLE COMMON EQUITY | June 30, 2026 | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 |
|---|---|---|---|---|---|
| Shareholders’ equity (GAAP) | $607,820 | $419,203 | $409,588 | $397,576 | $380,002 |
| Exclude goodwill | 154,600 | 96,828 | 96,828 | 96,828 | 96,828 |
| Exclude other intangibles assets | 32,723 | 8,015 | 8,266 | 8,516 | 8,767 |
| Tangible common shareholders’ equity (Non-GAAP) | $420,497 | $314,360 | $304,494 | $292,232 | $274,407 |
| TANGIBLE COMMON EQUITY PER SHARE | |||||
| Tangible common shareholders’ equity (Non-GAAP) | $420,497 | $314,360 | $304,494 | $292,232 | $274,407 |
| Common shares outstanding at end of period | 27,131,078 | 19,185,275 | 19,163,452 | 19,138,677 | 19,130,508 |
| Common shareholders’ equity (book value) per share (GAAP) | $22.40 | $21.85 | $21.37 | $20.77 | $19.86 |
| Tangible common shareholders’ equity (tangible book value) per share (Non-GAAP) | $15.50 | $16.39 | $15.89 | $15.27 | $14.34 |
Net Interest Income and Net Interest Margin
The level of net interest income depends on several factors in combination, including yields on earning assets, the cost of interest-bearing liabilities, the relative volumes of earning assets and interest-bearing liabilities, and the mix of products which comprise the Company’s earning assets, deposits, and other interest-bearing liabilities. To maintain its net interest margin, the Company must manage the relationship between interest earned and paid.
The following Distribution, Rate and Yield table presents the average amounts outstanding for the major categories of the Company’s balance sheet, the average interest rates earned or paid thereon, and the resulting net interest margin on average interest earning assets for the periods indicated. Average balances are based on daily averages.
SCHEDULE OF AVERAGE BALANCES AND AVERAGE YIELDS AND RATES
(Dollars in thousands)
| ASSETS | For the Three Months Ended June 30, 2026 Average Balance | Interest Income/ Expense | Average Interest Rate | For the Three Months Ended June 30, 2025 Average Balance | Interest Income/ Expense | Average Interest Rate |
|---|---|---|---|---|---|---|
| Interest-earning deposits in other banks | $121,366 | $1,099 | 3.62% | $96,136 | $1,054 | 4.39% |
| Securities | ||||||
| Taxable securities | 669,406 | 5,126 | 3.06% | 590,791 | 4,127 | 2.79% |
| Non-taxable securities (1) | 236,050 | 1,601 | 2.71% | 239,197 | 1,654 | 2.77% |
| Total investment securities | 905,456 | 6,727 | 2.97% | 829,988 | 5,781 | 2.79% |
| Total securities and interest-earning deposits | 1,026,822 | 7,826 | 3.05% | 926,124 | 6,835 | 2.95% |
| Loans (2) (3) | 3,480,401 | 58,630 | 6.76% | 2,364,456 | 39,537 | 6.71% |
| Total interest-earning assets | 4,507,223 | $66,456 | 5.91% | 3,290,580 | $46,372 | 5.65% |
| Allowance for credit losses | (46,951) | (26,151) | ||||
| Non-accrual loans | 21,711 | 5,869 | ||||
| Cash and due from banks | 46,239 | 35,607 | ||||
| Bank premises and equipment | 30,551 | 23,939 | ||||
| Other assets | 368,660 | 223,483 | ||||
| Total average assets | $4,927,433 | $3,553,327 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| Interest-bearing liabilities: | ||||||
| Savings and NOW accounts | $1,057,005 | $1,641 | 0.62% | $601,559 | $1,034 | 0.69% |
| Money market accounts | 1,129,539 | 7,244 | 2.57% | 876,609 | 5,070 | 2.32% |
| Time certificates of deposit | 569,449 | 4,847 | 3.41% | 463,151 | 4,434 | 3.84% |
| Total interest-bearing deposits | 2,755,993 | 13,732 | 2.00% | 1,941,319 | 10,538 | 2.18% |
| Other borrowed funds | 129,945 | 1,475 | 4.54% | 167,636 | 2,183 | 5.15% |
| Total interest-bearing liabilities | 2,885,938 | $15,207 | 2.11% | 2,108,955 | $12,721 | 2.42% |
| Non-interest bearing demand deposits | 1,428,442 | 1,021,513 | ||||
| Other liabilities | 5,295 | 45,446 | ||||
| Shareholders’ equity | 607,758 | 377,413 | ||||
| Total average liabilities and shareholders’ equity | $4,927,433 | $3,553,327 | ||||
| Interest income and rate earned on average earning assets | $66,456 | 5.91% | $46,372 | 5.65% | ||
| Interest expense and interest cost related to average interest-bearing liabilities | 15,207 | 2.11% | 12,721 | 2.42% | ||
| Net interest income and net interest margin (4) | $51,249 | 4.56% | $33,651 | 4.10% |
(1) Calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling $336 and $347 at June 30, 2026 and June 30, 2025, respectively.
(2) Loan interest income includes loan (costs) fees of $(280) and $217 at June 30, 2026 and June 30, 2025, respectively. Loan interest income includes an accretion on loan marks of $5,163 and $2,987 at June 30, 2026 and June 30, 2025, respectively.
(3) Average loans do not include non-accrual loans but do include interest income recovered from previously charged off loans.
(4) Net interest margin is computed by dividing net interest income by total average interest-earning assets.
(Dollars in thousands)
| ASSETS | For the Six Months Ended June 30, 2026 Average Balance | Interest Income/ Expense | Average Interest Rate | For the Six Months Ended June 30, 2025 Average Balance | Interest Income/ Expense | Average Interest Rate |
|---|---|---|---|---|---|---|
| Interest-earning deposits in other banks | $106,128 | $1,949 | 3.67% | $94,684 | $2,110 | 4.46% |
| Securities | ||||||
| Taxable securities | 617,862 | 8,998 | 2.91% | 596,577 | 8,477 | 2.84% |
| Non-taxable securities (1) | 236,352 | 3,203 | 2.71% | 239,600 | 3,309 | 2.76% |
| Total investment securities | 854,214 | 12,201 | 2.86% | 836,177 | 11,786 | 2.82% |
| Total securities and interest-earning deposits | 960,342 | 14,150 | 2.95% | 930,861 | 13,896 | 2.99% |
| Loans (2) (3) | 3,008,254 | 100,535 | 6.74% | 2,346,244 | 77,962 | 6.70% |
| Total interest-earning assets | 3,968,596 | $114,685 | 5.83% | 3,277,105 | $91,858 | 5.65% |
| Allowance for credit losses | (38,569) | (26,005) | ||||
| Non-accrual loans | 17,277 | 6,017 | ||||
| Cash and due from banks | 39,997 | 35,762 | ||||
| Bank premises and equipment | 27,227 | 24,131 | ||||
| Other assets | 300,582 | 223,891 | ||||
| Total average assets | $4,315,110 | $3,540,901 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| Interest-bearing liabilities: | ||||||
| Savings and NOW accounts | $876,752 | $2,809 | 0.65% | $594,170 | $1,893 | 0.64% |
| Money market accounts | 1,000,060 | 12,328 | 2.49% | 874,763 | 10,170 | 2.34% |
| Time certificates of deposit | 552,558 | 9,430 | 3.44% | 456,593 | 8,863 | 3.91% |
| Total interest-bearing deposits | 2,429,370 | 24,567 | 2.04% | 1,925,526 | 20,926 | 2.19% |
| Other borrowed funds | 110,738 | 2,529 | 4.57% | 186,792 | 4,751 | 5.09% |
| Total interest-bearing liabilities | 2,540,108 | $27,096 | 2.15% | 2,112,318 | 25,677 | 2.45% |
| Non-interest bearing demand deposits | 1,239,637 | 1,009,228 | ||||
| Other liabilities | 21,875 | 45,620 | ||||
| Shareholders’ equity | 513,490 | 373,735 | ||||
| Total average liabilities and shareholders’ equity | $4,315,110 | $3,540,901 | ||||
| Interest income and rate earned on average earning assets | $114,685 | 5.83% | $91,858 | 5.65% | ||
| Interest expense and interest cost related to average interest-bearing liabilities | 27,096 | 2.15% | 25,677 | 2.45% | ||
| Net interest income and net interest margin (4) | $87,589 | 4.45% | $66,181 | 4.07% |
(1) Calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling $673 and $695 at June 30, 2026 and June 30, 2025, respectively.
(2) Loan interest income includes loan fees (costs) of $309 and $316 at June 30, 2026 and June 30, 2025, respectively. Loan interest income includes an accretion on loan marks of $7,416 and $6,326 at June 30, 2026 and June 30, 2025, respectively.
(3) Average loans do not include non-accrual loans but do include interest income recovered from previously charged off loans.
(4) Net interest margin is computed by dividing net interest income by total average interest-earning assets.
The Volume and Rate Variances table below sets forth the dollar difference in interest earned and paid for each major category of interest-bearing assets and interest-bearing liabilities for the noted periods, and the amount of such change attributable to changes in average balances (volume) or changes in average interest rates. Volume variances are equal to the increase or decrease in the average balance times the prior period rate, and rate variances are equal to the increase or decrease in the average rate times the prior period average balance. Variances attributable to both rate and volume changes are equal to the change in rate times the change in average balance and are included below in the average volume column.
(In thousands)
| Changes in Volume/Rate Increase (decrease) due to changes in: Interest income: | For the Three Months Ended June 30, 2026 and 2025 Volume | Rate | Net | For the Six Months Ended June 30, 2026 and 2025 Volume | Rate | Net |
|---|---|---|---|---|---|---|
| Interest-earning deposits in other banks | $276 | $(231) | $45 | $255 | $(416) | $(161) |
| Investment securities: | ||||||
| Taxable | 550 | 449 | 999 | 303 | 218 | 521 |
| Non-taxable (1) | (22) | (31) | (53) | (45) | (61) | (106) |
| Total investment securities | 528 | 418 | 946 | 258 | 157 | 415 |
| Loans | 18,660 | 433 | 19,093 | 21,998 | 575 | 22,573 |
| Total earning assets (1) | 19,464 | 620 | 20,084 | 22,511 | 316 | 22,827 |
| Interest expense: | ||||||
| Deposits: | ||||||
| Savings and NOW | 781 | (174) | 607 | 901 | 15 | 916 |
| MMA | 1,463 | 711 | 2,174 | 1,457 | 701 | 2,158 |
| Time certificate of deposits | 1,017 | (604) | 413 | 1,862 | (1,295) | 567 |
| Total interest-bearing deposits | 3,261 | (67) | 3,194 | 4,220 | (579) | 3,641 |
| Other borrowed funds | (489) | (219) | (708) | (1,918) | (304) | (2,222) |
| Total interest-bearing liabilities | 2,772 | (286) | 2,486 | 2,302 | (883) | 1,419 |
| Net interest income (1) | $16,692 | $906 | $17,598 | $20,209 | $1,199 | $21,408 |
(1) Computed on a tax equivalent basis for securities exempt from federal income taxes.
Comparison of the quarter ended June 30, 2026 and June 30, 2025
The Company’s net interest margin (fully tax equivalent basis), expressed as a percentage of average earning assets, increased 46 basis points to 4.56% for the second quarter of 2026, from 4.10% for the second quarter of 2025. Average interest earning assets were $4,507,223,000 for the three months ended June 30, 2026 compared to $3,290,580,000 for the three months ended June 30, 2025. The $1,216,643,000 increase in average earning assets was attributed to the $1,115,945,000 or 47.20% increase in average loans, a $25,230,000 increase in interest-earning deposits and $75,468,000 increase in investment securities. For the three months ended June 30, 2026, the effective yield on investment securities including Federal funds sold and interest-earning deposits in other banks increased 10 basis points. The effective yield on loans increased 5 basis points. Average interest bearing liabilities increased 36.84% to $2,885,938,000 for the three months ended June 30, 2026, compared to $2,108,955,000 for the same period in 2025.
Interest and fee income from loans increased $19,093,000 or 48.29% for the three months ended June 30, 2026 compared to the same period in 2025. The yield on average loans, excluding nonaccrual loans, was 6.76% for the three months ended June 30, 2026 compared to 6.71% for the same period in 2025. The accretion from fair value marks on loans contributed 60 basis points to the loan yield for the three months ended June 30, 2026 compared to 31 basis points for the same period in 2025.
Interest income from interest-earning deposits in other banks increased $45,000 in the three months ended June 30, 2026 to $1,099,000 compared to $1,054,000 for the same period in 2025. The yield on average interest-earning deposits decreased 77 basis points to 3.62% for the three month period ended June 30, 2026 compared to 4.39% for the same period in 2025. Average interest-earning deposits for the three month period ended June 30, 2026 increased $25,230,000 or 26.24% to $121,366,000 compared to $96,136,000 for the same period in 2025.
Interest income from total investment securities increased $946,000 in the three months ended June 30, 2026 to $6,727,000 compared to $5,781,000 for the same period in 2025. The yield on average total investment securities increased 18 basis points to 2.97% for the three month period ended June 30, 2026 compared to 2.79% for the same period in 2025. Average total investment securities for the three month period ended June 30, 2026 increased $75,468,000 or 9.09% to $905,456,000 compared to $829,988,000 for the same period in 2025.
Total interest income for the three months ended June 30, 2026 increased $20,094,000 or 43.66% to $66,119,000 compared to $46,025,000 for the three months ended June 30, 2025. The yield on interest earning assets increased 26 basis points to 5.91% on a fully tax equivalent basis for the three months ended June 30, 2026 from 5.65% for the period ended June 30, 2025. The increase was the result of yield changes, increases in interest rates, asset mix changes, and the Merger.
Interest expense on deposits for the three months ended June 30, 2026 and 2025 was $13,732,000 and $10,538,000, respectively. The average interest rate on interest bearing deposits decreased to 2.00% for the three months ended June 30, 2026 compared to 2.18% for the period ended June 30, 2025. Average interest-bearing deposits increased 41.96% or $814,674,000 to $2,755,993,000 for the three months ended June 30, 2026 compared to $1,941,319,000 for the period ended June 30, 2025.
Average other borrowed funds were $129,945,000 with an effective rate of 4.54% for the three months ended June 30, 2026 compared to $167,636,000 with an effective rate of 5.15% for the three months ended June 30, 2025. Total interest expense on other borrowed funds was $1,475,000 for the three months ended June 30, 2026 and $2,183,000 for the three months ended June 30, 2025.
The cost of interest-bearing liabilities decreased 31 basis points to 2.11% for the three month period ended June 30, 2026 compared to 2.42% for the same period in 2025. The cost of total deposits decreased to 1.31% compared to 1.43% for the three month periods ended June 30, 2026 and 2025, respectively. The decrease in cost of deposits was due to reduction of rates paid for money market and time deposit accounts over the two time periods. Average non-interest bearing demand deposits increased 39.84% to $1,428,442,000 for the three month period ended June 30, 2026 compared to $1,021,513,000 for the same period in 2025. The ratio of average non-interest bearing demand deposits to average total deposits decreased to 34.14% in the three month period ended June 30, 2026 compared to 34.48% for the same period in 2025.
Net interest income before the provision for credit losses for the three months ended June 30, 2026 increased by $17,608,000 or 52.87% to $50,912,000 compared to $33,304,000 for the same period in 2025. The increase was a result of increased interest income on average earnings assets and an increase in interest expense on average interest bearing liabilities.
Comparison of the six months ended June 30, 2026 and June 30, 2025
The Company’s net interest margin (fully tax equivalent basis), expressed as a percentage of average earning assets, increased 38 basis points to 4.45% for the six months ended June 30, 2026, from 4.07% for the same period of 2025. Average interest earning assets were $3,968,596,000 for the six months ended June 30, 2026 compared to $3,277,105,000 for the six months ended June 30, 2025. The $691,491,000 increase in average earning assets was attributed to the $662,010,000 or 28.22% increase in average loans, partially offset by the $3,248,000 decrease in average non-taxable investment securities. For the six months ended June 30, 2026, the effective yield on loans increased 4 basis points. Average interest bearing liabilities increased 20.25% to $2,540,108,000 for the six months ended June 30, 2026, compared to $2,112,318,000 for the same period in 2025.
Interest and fee income from loans increased $22,573,000 or 28.95% for the six months ended June 30, 2026 compared to the same period in 2025. Net interest income during the first six months of 2026 was impacted by an increase in average total loans of $662,010,000 or 28.22% to $3,008,254,000 compared to $2,346,244,000 for the same period in 2025. The yield on average loans, excluding nonaccrual loans, was 6.74% for the six months ended June 30, 2026 compared to 6.70% for the same period in 2025. The accretion from fair value marks on loans contributed 50 basis points to the loan yield for the six months ended June 30, 2026 compared to 54 basis points for the same period in 2025.
Total interest income for the six months ended June 30, 2026 increased $22,849,000 or 25.06% to $114,012,000 compared to $91,163,000 for the six months ended June 30, 2025. The yield on interest earning assets increased 18 basis points to 5.83% on a fully tax equivalent basis for the six months ended June 30, 2026 from 5.65% for the six months ended June 30, 2025. The increase to interest income was the result of the acquisition of United Security Bancshares as of April 1, 2026, yield changes, increase in interest rates, and asset mix changes.
Interest expense on deposits for the six months ended June 30, 2026 and 2025 was $24,567,000 and $20,926,000, respectively. The average interest rate on interest bearing deposits decreased 15 basis points to 2.04% for the six months ended ended
June 30, 2026 compared to 2.19% for the same period ended June 30, 2025. Average interest-bearing deposits increased 26.17% or $503,844,000 to $2,429,370,000 for the six months ended June 30, 2026 compared to $1,925,526,000 for the same period ended June 30, 2025.
Average other borrowed funds were $110,738,000 with an effective rate of 4.57% for the six months ended June 30, 2026 compared to $186,792,000 with an effective rate of 5.09% for the six months ended June 30, 2025. Total interest expense on other borrowed funds was $2,529,000 for the six months ended June 30, 2026 and $4,751,000 for the six months ended June 30, 2025.
Net interest income before the provision for credit losses for the six months ended June 30, 2026 increased by $21,430,000 or 32.72% to $86,916,000 compared to $65,486,000 for the same period in 2025. The increase was a result of the acquisition of United Security Bancshares as of April 1, 2026, yield changes, asset mix changes, and an increase in average earning assets, offset by an increase in interest expense on average interest bearing liabilities.
Provision for Credit Losses on Loans
The following table sets forth information regarding our provisions for credit losses on loans, charge-offs and recoveries and ending allowance for credit losses for loans at the dates and for the periods indicated:
(Dollars in thousands)
| For the Three Months Ended June 30, 2026 | 2025 | For the Six Months Ended June 30, 2026 | 2025 | |
|---|---|---|---|---|
| Balance, beginning of period | $30,230 | $26,095 | $30,071 | $25,803 |
| Merger Day 1 ACL | 19,431 | — | 19,431 | — |
| Provision for credit losses | 5,259 | 2,640 | 5,381 | 2,808 |
| Losses charged to allowance | (5,813) | (135) | (5,824) | (164) |
| Recoveries | 315 | 122 | 363 | 275 |
| Balance, end of period | $49,422 | $28,722 | $49,422 | $28,722 |
| Allowance for credit losses to total loans at end of period | 1.39% | 1.20% | 1.39% | 1.20% |
Managing high-risk credits includes developing a business strategy with the customer to mitigate our potential losses. Management continues to monitor these credits with a view to identifying as early as possible when, and to what extent, additional provisions may be necessary. Management believes that the level of allowance for credit losses has been adjusted accordingly.
During the second quarter of 2026, the Company recorded net loan charge-offs of $5,498,000 compared to $13,000 for the same period in 2025. The primary reason for the increase in loan charge-offs during the quarter was due to $2.6 million in charge-offs within an acquired student loan portfolio from the Merger, in which the Company recorded a Day 1 allowance of $9.5 million in anticipation of future charge-offs in this portfolio segment. Additionally, the Company charged off one commercial real estate loan that was individually evaluated and had a specific reserve in prior quarters. The net charge-off ratio reflects annualized net charge-offs to average loans of 0.63% for the quarter ended June 30, 2026, compared to annualized net charge-offs of 0.00% for the quarter ended June 30, 2025. During the quarter ended June 30, 2026, non-accrual loans decreased $3,240,000 to $19,757,000 compared to $22,997,000 at March 31, 2026 and increased $12,802,000 year-to-date to $19,757,000 compared to $6,955,000 at December 31, 2025. The quarter-to-date increase in substandard loans is attributable primarily to the Merger with USB, which contributed $30 million in substandard loan balances. While total dollar balances of substandard loans increased relative to the prior quarter, the ratio of substandard loans to total loans remained consistent with the trailing quarter.
During the quarter ended June 30, 2026, the Company recorded a $5,259,000 provision for loan losses, compared to $2,640,000 for the same period in 2025. The provision for loan losses during the quarter ended June 30, 2026 was primarily due to an update of the Company’s peer group based on its larger asset size following the completion of the Merger and also from organic loan growth during the quarter. In addition to the provision for credit losses on loans for the quarter ended June 30, 2026, the Company recorded a credit to the provision for credit losses on held-to-maturity securities of $54,000 as compared to $188,000 in the prior year quarter. The Company recorded a provision for for unfunded loan commitments totaling $430,000 for the quarter ended June 30, 2026 compared to a provision for unfunded loan commitments of $161,000 in the prior year quarter.
The Company has been and will continue to be proactive in looking for signs of deterioration within the loan portfolio in an effort to manage credit quality and work with borrowers where possible to mitigate losses.
The following table shows classified loans for the periods indicated:
| Loan Type (Dollars in thousands) Commercial: | June 30, 2026 | % of Classified loans | December 31, 2025 | % of Classified loans |
|---|---|---|---|---|
| Commercial and industrial | $15,325 | 13.9% | $8,878 | 11.3% |
| Agricultural production | 255 | 0.2% | — | —% |
| Total commercial | 15,580 | 14.1% | 8,878 | 11.3% |
| Real estate: | ||||
| Construction & other land loans | 15,765 | 14.3% | 82 | 0.1% |
| Commercial real estate - owner occupied | 5,220 | 4.7% | 4,736 | 6.0% |
| Commercial real estate - non-owner occupied | 40,923 | 37.1% | 29,163 | 37.0% |
| Farmland | 19,476 | 17.7% | 22,124 | 28.1% |
| Multi-family residential | 7,265 | 6.6% | 7,283 | 9.2% |
| 1-4 family - close-ended | 2,562 | 2.3% | 2,530 | 3.2% |
| 1-4 family - revolving | 36 | —% | 37 | —% |
| Total real estate | 91,247 | 82.7% | 65,955 | 83.6% |
| Consumer: | ||||
| Manufactured Housing | 2,971 | 2.7% | 3,394 | 4.3% |
| Other installment loans | 462 | 0.4% | 569 | 0.7% |
| Total consumer | 3,433 | 3.1% | 3,963 | 5.0% |
| Total classified loans | $110,260 | $78,796 |
Non-Interest Income
The following table shows significant components of non-interest income for the periods indicated:
(Dollars in thousands)
| For the Three Months Ended June 30, 2026 | 2025 | $ Change | % Change | For the Six Months Ended June 30, 2026 | 2025 | $ Change | % Change | |
|---|---|---|---|---|---|---|---|---|
| Federal Home Loan Bank dividends | $217 | $237 | $(20) | (8.4)% | $773 | $478 | $295 | 61.7% |
| Service charges | 1,038 | 505 | 533 | 105.5% | 1,556 | 1,007 | 549 | 54.5% |
| Interchange fees | 836 | 492 | 344 | 69.9% | 1,300 | 1,008 | 292 | 29.0% |
| Appreciation in cash surrender value of bank owned life insurance | 522 | 372 | 150 | 40.3% | 899 | 738 | 161 | 21.8% |
| Loan placement fees | 299 | 180 | 119 | 66.1% | 445 | 417 | 28 | 6.7% |
| Net realized losses on sales and calls of investment securities | (5,899) | (15) | (5,884) | 39226.7% | (5,899) | (15) | (5,884) | 39226.7% |
| Other income | 1,017 | 593 | 424 | 71.5% | 1,743 | 1,342 | 401 | 29.9% |
| Total non-interest income | $(1,970) | $2,364 | $(4,334) | (183.3)% | $817 | $4,975 | $(4,158) | (83.6)% |
The decreases in non-interest income quarter-to-date and year-to-date were primarily due to net realized losses on sales and calls of investment securities as part of the Company’s strategic repositioning of the balance sheet. The investment sales proceeds were reinvested into higher yielding investment securities and will be accretive to income in future quarters. Partially offsetting these losses were increases in service charges, interchange fees, loan placement fees, bank-owned life insurance income, and other income, all of which benefited from the expanded customer and asset base resulting from the Merger with USB completed on April 1, 2026.
The Bank currently holds $17,250,000 in stock from the Federal Home Loan Bank (“FHLB”) of San Francisco in conjunction with our borrowing capacity and generally earns quarterly dividends. We received dividends totaling $773,000 for the three months ended June 30, 2026 compared to $478,000 for the three months ended June 30, 2025.
Non-Interest Expenses
The following table shows significant components of non-interest expense for the periods indicated:
(Dollars in thousands)
| For the Three Months Ended June 30, 2026 | 2025 | $ Change | % Change | For the Six Months Ended June 30, 2026 | 2025 | $ Change | % Change | |
|---|---|---|---|---|---|---|---|---|
| Salaries and employee benefits | $16,318 | $12,260 | $4,058 | 33.1% | $29,081 | $25,219 | $3,862 | 15.3% |
| Merger and acquisition expense | 7,746 | — | 7,746 | —% | 8,036 | 278 | 7,758 | 2790.6% |
| Occupancy and equipment | 3,803 | 2,794 | 1,009 | 36.1% | 6,658 | 5,621 | 1,037 | 18.4% |
| Information technology | 2,658 | 1,791 | 867 | 48.4% | 4,371 | 3,693 | 678 | 18.4% |
| Amortization of core deposit intangibles | 1,873 | 250 | 1,623 | 649.2% | 2,124 | 501 | 1,623 | 324.0% |
| Data processing expense | 1,218 | 855 | 363 | 42.5% | 1,978 | 1,655 | 323 | 19.5% |
| Professional services | 840 | 639 | 201 | 31.5% | 1,462 | 1,503 | (41) | (2.7)% |
| Regulatory assessments | 706 | 498 | 208 | 41.8% | 1,232 | 989 | 243 | 24.6% |
| ATM/Debit card expenses | 677 | 397 | 280 | 70.5% | 1,023 | 790 | 233 | 29.5% |
| Directors’ expenses | 261 | 236 | 25 | 10.6% | 496 | 452 | 44 | 9.7% |
| Loan related expenses | 208 | 164 | 44 | 26.8% | 394 | 376 | 18 | 4.8% |
| Advertising | 185 | 241 | (56) | (23.2)% | 386 | 502 | (116) | (23.1)% |
| Personnel other | 25 | 97 | (72) | (74.2)% | 63 | 198 | (135) | (68.2)% |
| Other expense | 2,625 | 2,074 | 551 | 26.6% | 4,826 | 3,989 | 837 | 21.0% |
| Total non-interest expense | $39,143 | $22,296 | $16,847 | 75.6% | $62,130 | $45,766 | $16,364 | 35.8% |
Salaries and employee benefits, occupancy and equipment, information technology, data processing, professional services,
acquisition and integration expenses, and regulatory assessments are the major categories of non-interest expenses.
Non-interest expenses increased $16,847,000 or 75.56% to $39,143,000 for the three months ended June 30, 2026, compared to $22,296,000 for the three months ended June 30, 2025. The net increase for the three months ended June 30, 2026 was primarily the result of increases in salaries and employee benefits of $4,058,000, information technology of $867,000, professional services of $201,000, data processing expenses of $363,000, and ATM/Debit card expenses of $280,000, partially offset by a decrease in personnel other of $72,000 and advertising expenses of $56,000. The increase in expenses for the quarter-to-date period was primarily driven by the Merger.
Non-interest expenses increased $16,364,000 or 35.76% to $62,130,000 for the six months ended June 30, 2026, compared to $45,766,000 for the six months ended June 30, 2025. The net increase for the six month period was primarily the result of increases in merger expenses of $7,758,000, salaries and employee benefits of $3,862,000, occupancy and equipment of $1,037,000, other expenses of $837,000, information technology of $678,000, and regulatory assessments of $243,000. The increase in expenses for the year-to-date period was primarily driven by the Merger.
Salaries and employee benefits increased $3,862,000 or 15.31% to $29,081,000 for the first six months of 2026 compared to $22,090,000 for the three months ended June 30, 2025. The Company added 100 full-time equivalent employees as a result of the Merger, including temporary employees to assist with systems integrations. The year-to-date average full time equivalent employees were 418 for the three months ended June 30, 2026, compared to 342 for the three months ended June 30, 2025.
Provision for Income Taxes
Our effective income tax rate was 35.28% and 27.21% for the three month periods ended June 30, 2026 and 2025. The increase in the effective tax rate was primarily driven by non-deductible expenses incurred in connection with the Merger. Our effective income tax rate was 28.64% and 27.11% for the six month periods ended June 30, 2026 and 2025.
The Company reported an income tax provision of $1,469,000 and $2,927,000 for the three month periods ended June 30, 2026 and 2025, respectively. The Company reported an income tax provision of $5,694,000 and $5,998,000 for the six month periods ended June 30, 2026 and 2025, respectively.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of tax expense in the consolidated statements of income. If deemed necessary, the Company maintains a reserve for uncertain income taxes where the merits of the position taken or the amount of the position that would be ultimately sustained upon examination do not meet a more-likely-than-not criteria. As of June 30, 2026 and December 31, 2025, there was no reserve for uncertain tax positions.
On June 27, 2025, California Senate Bill 132 (“SB 132”) was passed and signed into law by Governor Newsom. Effective for taxable years beginning on or after January 1, 2025, SB 132 amends California Rev. & Tax. Code to require financial institutions to apportion income using the single sales factor formula for California. Prior to this change, financial institutions were required to use the three-factor apportionment formula contemplating a payroll factor, property factor, and sales factor. This change in tax law did not have a material impact on the company's tax expense as of June 30, 2026 and for the year ended 2025.
On July 4, 2025, the President of the United States signed and enacted the One Big Beautiful Bill Act (“OBBBA”) into law. Except for certain provisions, the OBBBA is effective for tax years beginning on or after January 1, 2025. The tax and spending legislation permanently extends key business tax breaks originally enacted under the 2017 Tax Cuts and Jobs Act. The law did not materially impact the Company’s tax provision as of June 30, 2026.
FINANCIAL CONDITION
Summary of Changes in Consolidated Balance Sheets
Total assets were $5,034,240,000 as of June 30, 2026, compared to $3,690,317,000 at December 31, 2025, an increase of 36.42% or $1,343,923,000. Total gross loans were $3,543,783,000 at June 30, 2026, compared to $2,540,857,000 at December 31, 2025, an increase of $1,002,926,000 or 39.47%. Total cash and cash equivalents increased 73.84% or $87,853,000 to $206,837,000 at June 30, 2026 compared to $118,984,000 at December 31, 2025. The investment portfolio increased 12.18% or $92,944,000 to $856,268,000 at June 30, 2026 compared to $763,324,000 at December 31, 2025. Total deposits increased 33.09% or $1,024,188,000 to $4,119,462,000 at June 30, 2026, compared to $3,095,274,000 at December 31, 2025. Shareholders’ equity increased 48.40% or $198,232,000 to $607,820,000 at June 30, 2026, compared to $409,588,000 at December 31, 2025. Accrued interest payable and other liabilities was $56,667,000 at June 30, 2026, compared to $42,929,000 at December 31, 2025, an increase of 32.00% or $13,738,000. The increase in shareholders’ equity was driven by the retention of earnings, issuance of common stock, and the completion of the Merger with USB, partially offset by dividends paid. The increases in the various asset categories were all driven by the Merger.
Investments
Our investment portfolio consists primarily of private label mortgage, U.S. Government sponsored entities and agencies collateralized by residential mortgage backed obligations, asset backed securities (PLMABS), corporate debt securities, and obligations of states and political subdivision securities and are classified as available for sale or held to maturity. As of June 30, 2026, investment securities with a fair value of $477,894,000, or 56% of our investment securities portfolio, were held as collateral for public funds, short and long-term borrowings, treasury, tax, and for other purposes.
The total investment portfolio increased $92,944,000 to $856,268,000 at June 30, 2026 compared to $763,324,000 at December 31, 2025. The fair value of the available-for-sale investment portfolio reflected a net unrealized loss of $35,185,000 at June 30, 2026, compared to net unrealized losses of $39,673,000 at December 31, 2025 and $54,325,000 at June 30, 2025.
See Note 3 of the Notes to Consolidated Financial Statements (unaudited) included in this report for carrying values and estimated fair values of our investment securities portfolio.
Loans
Total gross loans increased $1,002,926,000 or 39.47% to $3,543,783,000 as of June 30, 2026, compared to $2,540,857,000 as of December 31, 2025.
The following table sets forth information concerning the composition of our loan portfolio at the dates indicated:
| Loan Type (Dollars in thousands) Commercial: | June 30, 2026 | % of Total Loans | December 31, 2025 | % of Total Loans |
|---|---|---|---|---|
| Commercial and industrial | $261,339 | 7.4% | $156,744 | 6.2% |
| Agricultural production | 74,117 | 2.1% | 34,152 | 1.3% |
| Total commercial | 335,456 | 9.5% | 190,896 | 7.5% |
| Real estate: | ||||
| Construction & other land loans | 224,359 | 6.3% | 80,452 | 3.2% |
| Commercial real estate - owner occupied | 524,989 | 14.8% | 368,604 | 14.5% |
| Commercial real estate - non-owner occupied | 1,266,026 | 35.8% | 992,486 | 39.1% |
| Farmland | 162,830 | 4.6% | 142,100 | 5.6% |
| Multi-family residential | 230,387 | 6.5% | 199,123 | 7.8% |
| 1-4 family - close-ended | 307,176 | 8.7% | 111,741 | 4.4% |
| 1-4 family - revolving | 43,768 | 1.2% | 39,818 | 1.6% |
| Total real estate | 2,759,535 | 77.9% | 1,934,324 | 76.2% |
| Consumer: | ||||
| Manufactured housing | 323,384 | 9.1% | 322,761 | 12.7% |
| Other installment loans | 124,898 | 3.5% | 92,589 | 3.6% |
| Total consumer | 448,282 | 12.6% | 415,350 | 16.3% |
| Net deferred origination costs | 510 | 0.1% | 287 | —% |
| Loan, net of deferred origination fees | 3,543,783 | 100.1% | 2,540,857 | 100.0% |
| Allowance for credit losses | (49,422) | (30,071) | ||
| Total loans | $3,494,361 | $2,510,786 |
As of June 30, 2026, in management’s judgment, a concentration of loans existed in loans commercial real estate representing approximately 56.9% of total loans. We believe that our commercial real estate loan underwriting policies and practices result in prudent extensions of credit, but recognize that our lending activities result in relatively high reported commercial real estate lending levels. Although we believe the loans within this real estate concentration have no more than the normal risk of collectability, a substantial decline in the performance of the economy in general or a decline in real estate values in our primary market areas, in particular, could have an adverse impact on collectability, increase the level of real estate-related nonperforming loans, or have other adverse effects which alone or in the aggregate could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In order to mitigate these risks, the Board reviews and approves concentration limits proposed by management. Exceptions to limitations of concentrations are reported to the Board of Directors at least quarterly. Additionally, the Company maintains policy guidelines for maximum loan to value ratios to mitigate the risk of general declines in real estate values. The Company performs regular risk assessments, portfolio monitoring of loans, and stress tests as part of its risk management policies to identify any negative trends within the portfolio. Within the commercial real estate portfolio, there is diversification of collateral type and geography throughout our footprint. The Company did not engage in any sub-prime mortgage lending activities during the three and six months ended June 30, 2026 and 2025.
The following table presents the commercial real estate owner and non-owner occupied loan balances, associated percentage of commercial real estate concentrations of those sub-categories by collateral type as of the dates indicated:
(Dollars in thousands)
| Commercial real estate - owner occupied | June 30, 2026 Loan Balance | % of Category | December 31, 2025 Loan Balance | % of Category |
|---|---|---|---|---|
| Office | $75,387 | 14.36% | $56,565 | 15.35% |
| Industrial & warehouse | 129,493 | 24.66% | 104,427 | 28.33% |
| Retail | 67,870 | 12.93% | 46,300 | 12.56% |
| Gas Stations | 128,659 | 24.51% | 65,985 | 17.90% |
| Restaurants | 28,796 | 5.49% | 22,054 | 5.98% |
| Other | 94,784 | 18.05% | 73,273 | 19.88% |
| Total | $524,989 | 100.00% | 368,604 | 100.00% |
| Commercial real estate - non-owner occupied | ||||
| Office | $378,962 | 29.93% | $317,917 | 32.03% |
| Industrial & warehouse | 170,036 | 13.43% | 161,466 | 16.27% |
| Retail | 266,823 | 21.08% | 229,954 | 23.17% |
| Hospitality | 289,930 | 22.90% | 186,599 | 18.80% |
| Other | 160,275 | 12.66% | 96,550 | 9.73% |
| Total | $1,266,026 | 100.00% | $992,486 | 100.00% |
The following table presents repricing data for our gross loans portfolio, broken out by loan type and repricing interval. This table provides insight into the timing of interest rate resets across different loan categories, offering a more detailed view of the portfolio’s sensitivity to changes in market rates:
| Loan Type (Dollars in thousands) Commercial: | 3 months or less | 3 - 12 months | 1 - 3 Years | 3 - 5 Years | 5 - 15 Years | Over 15 years | Total | ||
|---|---|---|---|---|---|---|---|---|---|
| Commercial and industrial | $158,173 | $17,755 | $24,985 | $41,394 | $17,516 | $1,516 | $261,339 | ||
| Agricultural production | 69,887 | 2 | 773 | 1,244 | 2,211 | — | 74,117 | ||
| Total commercial | 228,060 | 17,757 | 25,758 | 42,638 | — | 19,727 | — | 1,516 | 335,456 |
| Real estate: | |||||||||
| Construction & other land loans | $184,891 | $9,267 | $9,362 | $839 | $20,000 | $— | 224,359 | ||
| Commercial real estate - owner occupied | 68,592 | 33,165 | 124,999 | 230,449 | 67,784 | — | 524,989 | ||
| Commercial real estate - non-owner occupied | 130,980 | 147,430 | 325,422 | 472,937 | 189,257 | — | 1,266,026 | ||
| Farmland | 29,711 | 10,026 | 38,672 | 61,087 | 22,699 | 635 | 162,830 | ||
| Multi-family residential | 26,804 | 12,749 | 75,718 | 60,744 | 54,372 | — | 230,387 | ||
| 1-4 family - close-ended | 17,737 | 15,995 | 18,979 | 24,501 | 6,127 | 223,837 | 307,176 | ||
| 1-4 family - revolving | 41,317 | — | — | 121 | 2,330 | — | 43,768 | ||
| Total real estate | 500,032 | 228,632 | 593,152 | 850,678 | — | 362,569 | — | 224,472 | 2,759,535 |
| Consumer: | |||||||||
| Manufactured Housing | $7,003 | $53,794 | $25,588 | $23,743 | $67,583 | $145,673 | 323,384 | ||
| Other installment loans | 26,047 | 416 | 3,269 | 4,090 | 90,838 | 238 | 124,898 | ||
| Total consumer | 33,050 | 54,210 | 28,857 | 27,833 | — | 158,421 | — | 145,911 | 448,282 |
| Gross loans | $761,142 | $300,599 | $647,767 | $921,149 | $540,717 | $371,899 | $3,543,273 | ||
| % of total | 21.48% | 8.48% | 18.28% | 26.00% | 15.26% | 10.50% | 100.00% |
58
Nonperforming Assets
Nonperforming assets consist of nonperforming loans, other real estate owned (OREO), and repossessed assets. Nonperforming loans are those loans which have (i) been placed on nonaccrual status; (ii) been classified as doubtful under our asset classification system; or (iii) become contractually past due 90 days or more with respect to principal or interest and have not been restructured or otherwise placed on nonaccrual status. A loan is classified as nonaccrual when (i) it is maintained on a cash basis because of deterioration in the financial condition of the borrower; (ii) payment in full of principal or interest under the original contractual terms is not expected; or (iii) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection.
At June 30, 2026 there were $27,942,000 nonperforming assets, compared to $6,955,000 at December 31, 2025. The increase in nonperforming assets during the year was primarily due to two substandard loans that reached 90 days past due during the year-to-date period and the addition of other real estate owned through the Merger. The total nonperforming assets balance consists of $19,757,000 in total non-accrual loans and $8.2 million in other real estate obtained through the USB Merger.
Allowance for Credit Losses on Loans
For additional information regarding provisions to credit losses on loans, see “Provision for credit losses on loans” above. Based on the current conditions of the loan portfolio, management believes that the $49,422,000 is adequate to absorb current expected credit losses in the Company’s loan portfolio. The following table summarizes the allocation for the allowance for credit losses by loan type as of the dates indicated (in thousands):
| Loan Type Commercial: | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Commercial and industrial | $4,448 | $2,212 |
| Agricultural production | 1,697 | 535 |
| Total commercial | 6,145 | 2,747 |
| Real estate: | ||
| Construction & other land loans | 3,169 | 1,751 |
| Commercial real estate - owner occupied | 5,732 | 3,492 |
| Commercial real estate - non-owner occupied | 14,472 | 11,102 |
| Farmland | 1,737 | 1,423 |
| Multi-family residential | 3,109 | 2,175 |
| 1-4 family - close-ended | 2,589 | 1,481 |
| 1-4 family - revolving | 903 | 892 |
| Total real estate | 31,711 | 22,316 |
| Consumer: | ||
| Manufactured housing | 3,237 | 3,692 |
| Other installment | 8,329 | 1,316 |
| Total consumer | 11,566 | 5,008 |
| Total allowance for credit losses | $49,422 | $30,071 |
As of June 30, 2026, the balance in the allowance for credit losses (ACL) on loans was $49,422,000, or 1.39% of total gross loans, compared to $30,071,000, or 1.18% of total gross loans, as of December 31, 2025. During the three month period ended June 30, 2026, the increase in allowance for credit losses was primarily driven by the acquisition of USB, which contributed $19.4 million in Day 1 allowance balances across all portfolio segments. As a result of the Company's early adoption of ASU 2025-08, a Day 1 allowance for credit losses was established for acquired loans at the Merger date. Excluding the impact of the Day 1 allowance, the allowance grew modestly, reflecting a provision for credit losses of $5.3 million, partially offset by net charge-offs of $5.5 million during the quarter. The provision for loan losses during the quarter ended June 30, 2026 was primarily due to an update of the Company’s peer group based on its larger asset size following the completion of the Merger and also from organic loan growth during the quarter.
The balance of unfunded commitments to extend credit on construction and other loans and letters of credit was $798,806,000 as of June 30, 2026, compared to $491,413,000 as of December 31, 2025. At June 30, 2026 and December 31, 2025, the balance of the reserve for unfunded commitments was $1,757,000 and $1,325,000, respectively. The reserve for unfunded commitments is calculated by management using appropriate, systematic, and consistently applied processes. While related to credit losses, this allocation is not a part of the ACL on loans and is considered separately as a liability for accounting and regulatory reporting purposes.
The following table illustrates and sets forth additional analysis which portrays the trends that are occurring in the loan portfolio.
(Dollars in thousands)
| June 30, 2026 Balance | % to Total Loans | December 31, 2025 Balance | % to Total Loans | June 30, 2025 Balance | % to Total Loans | |
|---|---|---|---|---|---|---|
| Past due loans 30 days or more | $34,320 | 0.97% | $23,208 | 1.80% | $7,014 | 0.22% |
| Nonaccrual loans | 19,757 | 0.56% | 6,955 | 0.54% | 6,769 | 0.28% |
The balance of past due loans 30 days or more increased by $11,112,000 from $23,208,000 at December 31, 2025 to $34,320,000 as of June 30, 2026.
Deposits
The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (FDIC) up to applicable legal limits. All of a depositor’s accounts at an insured depository institution, including all non-interest bearing transactions accounts, are insured by the FDIC up to standard maximum deposit insurance amount of $250,000 for each deposit insurance ownership category.
Total deposits increased $1,024,188,000 or 33.09% to $4,119,462,000 as of June 30, 2026, compared to $3,095,274,000 as of December 31, 2025. Interest-bearing deposits increased $631,945,000 or 31.03% to $2,668,454,000 as of June 30, 2026, compared to $2,036,509,000 as of December 31, 2025. Non-interest bearing deposits increased $392,243,000 or 37.05% to $1,451,008,000 as of June 30, 2026, compared to $1,058,765,000 as of December 31, 2025.
The composition of the deposits and average interest rates at June 30, 2026 and December 31, 2025 is summarized in the table below.
(Dollars in thousands)
| June 30, 2026 | % of Total Deposits | Average Interest Rate | December 31, 2025 | % of Total Deposits | Average Interest Rate | |
|---|---|---|---|---|---|---|
| Savings and NOW accounts | $976,176 | 23.7% | 0.68% | $674,704 | 21.8% | 0.73% |
| MMA accounts | 1,151,159 | 27.9% | 2.37% | 858,354 | 27.7% | 2.31% |
| Time deposits | 541,119 | 13.1% | 3.47% | 503,451 | 16.3% | 3.79% |
| Total interest-bearing | 2,668,454 | 64.8% | 2.09% | 2,036,509 | 65.8% | 2.17% |
| Non-interest bearing | 1,451,008 | 35.2% | 1,058,765 | 34.2% | ||
| Total deposits | $4,119,462 | 100.0% | $3,095,274 | 100.0% |
As of June 30, 2026 there was $1,526,017,000 in uninsured deposits or 37.04% of total deposits, compared to $1,185,118,000 and 38.29% as of December 31, 2025.
Other Borrowings
As of June 30, 2026, the Company had $135,000,000 Federal Home Loan Bank (“FHLB”) of San Francisco overnight advances outstanding. As of June 30, 2026, the Company had four short-term advances outstanding totaling $40,000,000 with a weighted average interest rate of 3.93%. We maintain a line of credit with the FHLB collateralized by government securities and loans. Refer to the Liquidity section below for further discussion of FHLB advances.
Capital
Capital serves as a source of funds and helps protect depositors and shareholders against potential losses. Historically, the primary source of capital for the Company has been through retained earnings.
The Company has historically maintained substantial levels of capital. The assessment of capital adequacy is dependent on several factors including asset quality, earnings trends, liquidity and economic conditions. Maintenance of adequate capital levels is integral to providing stability to the Company. The Company needs to maintain substantial levels of regulatory capital to give it maximum flexibility in the changing regulatory environment and to respond to changes in the market and economic conditions.
Our shareholders’ equity was $607,820,000 at June 30, 2026, compared to $409,588,000 at December 31, 2025. The increase from December 31, 2025 in shareholders’ equity is the result of an increase in retained earnings from net income of $14,184,000, common stock issued due to the Merger of $184,586,000, stock issued under the employee purchase plan of $177,000, the effect of share-based compensation expense of $583,000, stock options exercised of $358,000 and a decrease in accumulated other comprehensive loss of $4,126,000, partially offset by common stock cash dividends of $5,555,000.
During the first six months of 2026, the Company declared and paid $5,555,000 in cash dividends ($0.24 per common share) to holders of common stock. The Company declared and paid $4,567,000 in cash dividends ($0.24 per common share) to holders of common stock during the six months ended June 30, 2025.
The following table presents the Company’s regulatory capital ratios as of June 30, 2026 and December 31, 2025.
(Dollars in thousands)
| June 30, 2026 | Actual Ratio Amount | Ratio | Minimum regulatory requirement Amount | Ratio |
|---|---|---|---|---|
| Tier 1 Leverage Ratio | $467,432 | 9.79% | $191,011 | 4.00% |
| Common Equity Tier 1 Ratio (CET 1) | $462,432 | 11.41% | $182,481 | 4.50% |
| Tier 1 Risk-Based Capital Ratio | $467,432 | 11.53% | $243,308 | 6.00% |
| Total Risk-Based Capital Ratio | $552,688 | 13.63% | $324,411 | 8.00% |
| December 31, 2025 | Amount | Ratio | Amount | Ratio |
| Tier 1 Leverage Ratio | $349,430 | 9.80% | $142,632 | 4.00% |
| Common Equity Tier 1 Ratio (CET 1) | $344,430 | 11.56% | $134,072 | 4.50% |
| Tier 1 Risk-Based Capital Ratio | $349,430 | 11.73% | $178,762 | 6.00% |
| Total Risk-Based Capital Ratio | $416,145 | 13.97% | $238,350 | 8.00% |
The following table presents the Bank’s regulatory capital ratios as of June 30, 2026 and December 31, 2025.
(Dollars in thousands)
| June 30, 2026 | Actual Ratio Amount | Ratio | Minimum regulatory requirement (1) Amount | Ratio | Minimum requirement for “Well-Capitalized” Institution Amount | Ratio |
|---|---|---|---|---|---|---|
| Tier 1 Leverage Ratio | $522,960 | 10.97% | $190,724 | 4.00% | $238,404 | 5.00% |
| Common Equity Tier 1 Ratio (CET 1) | $522,960 | 12.93% | $182,039 | 7.00% | $262,946 | 6.50% |
| Tier 1 Risk-Based Capital Ratio | $522,960 | 12.93% | $242,719 | 8.50% | $323,625 | 8.00% |
| Total Risk-Based Capital Ratio | $573,526 | 14.18% | $323,625 | 10.50% | $404,532 | 10.00% |
| December 31, 2025 | Amount | Ratio | Amount | Ratio | Amount | Ratio |
| Tier 1 Leverage Ratio | $407,337 | 11.44% | $142,447 | 4.00% | $178,059 | 5.00% |
| Common Equity Tier 1 Ratio (CET 1) | $407,337 | 13.70% | $133,839 | 7.00% | $193,324 | 6.50% |
| Tier 1 Risk-Based Capital Ratio | $407,337 | 13.70% | $178,453 | 8.50% | $237,937 | 8.00% |
| Total Risk-Based Capital Ratio | $439,173 | 14.77% | $237,937 | 10.50% | $297,421 | 10.00% |
| (1) The minimum regulatory requirement threshold includes the capital conservation buffer of 2.50%. |
61
Liquidity
Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include funding of securities purchases, providing for customers’ credit needs and ongoing repayment of borrowings. Our liquidity is actively managed on a daily basis and reviewed periodically by our management and the Bank’s Board of Director’s Asset/Liability Committees. This process is intended to ensure the maintenance of sufficient funds to meet our needs, including adequate cash flow for off-balance sheet commitments.
Our primary sources of liquidity are derived from financing activities which include the acceptance of customer and, to a lesser extent, broker deposits, Federal funds facilities with correspondent banks, and advances from the Federal Home Loan Bank of San Francisco. These funding sources are augmented by payments of principal and interest on loans, the routine maturities and pay downs of securities from the securities portfolio, the stability of our core deposits and the ability to sell investment securities. As of June 30, 2026, the Company had unpledged securities totaling $369,697,000 available as a secondary source of liquidity and total cash and cash equivalents of $206,837,000. Cash and cash equivalents at June 30, 2026 increased 73.84% compared to $118,984,000 at December 31, 2025. Primary uses of funds include withdrawal of and interest payments on deposits, originations and purchases of loans, purchases of investment securities, and payment of operating expenses.
As a means of augmenting our liquidity, we have established federal funds lines with our correspondent banks. At June 30, 2026, our available borrowing capacity includes approximately $150,000,000 in unsecured credit lines with our correspondent banks, $703,907,000 in unused FHLB borrowing capacity, and a $3,101,000 secured credit line at the Federal Reserve Bank. We believe our liquidity sources to be stable and adequate. At June 30, 2026, we were not aware of any information that was reasonably likely to have a material effect on our liquidity position.
The following table reflects the Company’s credit lines, balances outstanding, and pledged collateral at June 30, 2026 and December 31, 2025:
| Credit Lines (In thousands) Unsecured Credit Lines | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Total credit limit | $150,000 | $110,000 |
| Balance outstanding | $— | $— |
| Federal Home Loan Bank | ||
| Total credit limit | $878,907 | $809,391 |
| Balance outstanding | $175,000 | $73,000 |
| Collateral pledged | $1,929,752 | $1,446,828 |
| Fair value of collateral | $1,325,541 | $1,230,691 |
| Federal Reserve Bank | ||
| Credit limit | $3,101 | $3,411 |
| Balance outstanding | $— | $— |
| Collateral pledged | $3,600 | $3,910 |
| Fair value of collateral | $3,204 | $3,536 |
The liquidity of the parent company, Community West Bancshares, is primarily dependent on the payment of cash dividends by its subsidiary, Community West Bank, subject to limitations imposed by California statutes and the regulations.
Market risk
As filed, 4,680 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
Market risk is defined as the risk of loss arising from an adverse change in the market value (or prices) of financial instruments. A significant component of market risk is interest rate risk, which is inherent in our lending, investment, borrowing and deposit gathering activities. The Bank manages interest rate sensitivity to minimize the exposure of our net interest margin, earnings, and capital to changes in interest rates. Interest rate changes can create fluctuations in the net interest margin due to an imbalance in the timing of repricing or maturity of assets or liabilities. Interest rate changes can also affect the market value of our financial instruments, such as available-for-sale securities and the related unrealized gains or losses, which affects our equity value.
To mitigate interest rate risk, the structure of our assets and liabilities is managed with the objective of correlating the effects of interest rate changes on loans and investments with those of deposits and borrowings. The asset and liability management policy sets limits on the acceptable amount of change to net interest income and economic value of equity in different interest rate environments.
ALCO and the Bank’s Board of Directors review our exposure to interest rate risk at least quarterly. We use simulation models to measure interest rate risk and to evaluate strategies to improve profitability in the context of policy guidelines. A simplified statement of condition is prepared on a quarterly basis as a starting point, using instrument level data of our actual loans, investments, borrowings and deposits as inputs. If potential changes to net equity value and net interest income resulting from hypothetical interest rate changes are not within the limits established by the Bank’s Board of Directors, management may adjust the asset and liability mix to bring the risk position within approved limits or take other actions. Governing policies are subject to review by regulators and are updated to incorporate their observations and to adapt to changes in idiosyncratic and systemic risks. At June 30, 2026, interest rate risk was within policy guidelines established by ALCO and the Bank’s Board of Directors. One set of interest rates modeled and evaluated against flat interest rates and a static balance sheet is a series of immediate parallel shifts in the yield curve. Our most recent analysis of our interest rate sensitivity is provided in the following table as an example rather than an expectation of likely interest rate movements.
| Immediate and Parallel Shift in Interest Rates (in basis points) | Estimated Change in Net Interest Income in Year 1, as percent of Net Interest Income | Estimated Change in Net Interest Income in Year 2, as percent of Net Interest Income |
|---|---|---|
| up 400 | 6.38% | 8.47% |
| up 300 | 5.56% | 7.31% |
| up 200 | 4.70% | 6.05% |
| up 100 | 3.53% | 4.44% |
| down 100 | (1.70)% | (2.65)% |
| down 200 | (2.59)% | (4.66)% |
| down 300 | (2.60)% | (5.81)% |
Interest rate sensitivity is a function of the repricing characteristics of our assets and liabilities. The Bank runs a combination of scenarios and sensitivities in its attempt to capture the range of interest rate risk including the simulations mentioned above. As with any simulation model or other method of measuring interest rate risk, limitations are inherent in the process and dependent on assumptions. For example, lower deposit growth than modeled may cause the Bank to increase its borrowing position, thereby increasing its liability sensitivity. Additionally, assets and liabilities may react differently to changes in market interest rates in terms of both timing and responsiveness to market rate movements. Important deposit modeling assumptions include the speed of deposit run-off and the amount by which interest-bearing deposit rates increase or decrease when market interest rates change, otherwise known as the deposit beta. The above tables reflect a range of deposit betas to rates paid on non-maturity interest-bearing deposits that differ in rising and falling rate scenarios, depending on product type and magnitude of the rate shock. The actual rates and timing of prepayments on loans and investment securities could vary significantly from the assumptions applied in the various scenarios. Lastly, uneven changes in different tenors of U.S. Treasury rates that result in changes to the shape of the yield curve could produce different results from those presented in the table. Accordingly, the results presented should not be relied upon as indicative of actual results in the event of changing market interest rates.
Controls and procedures
As filed, 1,797 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
As of the end of the period covered by this report, management, including the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures with respect to the information generated for use in this Quarterly Report. The evaluation was based in part upon reports provided by a number of executives. Based upon, and as of the date of the evaluation of the disclosure controls and procedures, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by the Company in the reports that it files or submits is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
There was no change in the Company’s internal controls over financial reporting during the quarter ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
In designing and evaluating disclosure controls and procedures, the Company’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurances of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Risk factors
As filed, 166 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
There have been no material changes from risk factors as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Figures reported in this filing
Standardized line items from the XBRL in this filing, for the period ended 2026-06-30. Comparative periods it repeats are left out.
| Line item | Period | Value | XBRL concept |
|---|---|---|---|
| Income tax | 3 months2026-04-01 to 2026-06-30 | $1.5m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months2026-01-01 to 2026-06-30 | $5.7m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months2026-04-01 to 2026-06-30 | $2.7m | us-gaap:NetIncomeLoss |
| Net income | 6 months2026-01-01 to 2026-06-30 | $14.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months2026-04-01 to 2026-06-30 | $0.10 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months2026-01-01 to 2026-06-30 | $0.61 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months2026-04-01 to 2026-06-30 | $0.10 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months2026-01-01 to 2026-06-30 | $0.61 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months2026-04-01 to 2026-06-30 | 27,108,920 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months2026-01-01 to 2026-06-30 | 23,145,947 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months2026-01-01 to 2026-06-30 | $30.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months2026-01-01 to 2026-06-30 | $4.8m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months2026-01-01 to 2026-06-30 | $5.6m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 6 months2026-01-01 to 2026-06-30 | $227.0k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | At period end2026-06-30 | $206.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | At period end2026-06-30 | $5.03bn | us-gaap:Assets |
| Total liabilities | At period end2026-06-30 | $4.43bn | us-gaap:Liabilities |
| Shareholders' equity | At period end2026-06-30 | $607.8m | us-gaap:StockholdersEquity |
Source: SEC EDGAR, the filing index for accession 0001628280-26-055293. Last ingested by Listed: Oct 24, 2026, 15:05 ET. Listed shows no prices and gives no investment advice.