# INDEPENDENT BANK CORP /MI/ (IBCP) FY 2023 MD&A

Verbatim Item 7 Management's Discussion and Analysis from INDEPENDENT BANK CORP /MI/'s 10-K for fiscal year 2023.

SEC filing source: https://www.sec.gov/Archives/edgar/data/39311/000003931124000035/ibcp-20231231_d2.htm
Accession: 0000039311-24-000035
Filing date: 2024-03-08
Report date: 2023-12-31
Extracted from a later financial-section MD&A body after the formal Item 7 span was a short reference. Source document followed from filing index: ibcp-20231231.htm.
Confidence: high

Company profile: /company/IBCP/
All MD&A years: /company/IBCP/mda/
Previous year: /company/IBCP/mda/fy2022/ (FY 2022)
Next year: /company/IBCP/mda/fy2024/ (FY 2024)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Disclaimer Regarding Forward-Looking Statements. Statements in this report that are not statements of historical fact, including statements that include terms such as “will,” “may,” “should,” “believe,” “expect,” “forecast,” “anticipate,” “estimate,” “project,” “intend,” “likely,” “optimistic” and “plan” and statements about future or projected financial and operating results, plans, projections, objectives, expectations, and intentions, are forward-looking statements. Forward-looking statements include, but are not limited to, descriptions of plans and objectives for future operations, products or services; projections of our future revenue, earnings or other measures of economic performance; forecasts of credit losses and other asset quality trends; statements about our business and growth strategies; and expectations about economic and market conditions and trends. These forward-looking statements express our current expectations, forecasts of future events, or long-term goals. They are based on assumptions, estimates, and forecasts that, although believed to be reasonable, may turn out to be incorrect. Actual results could differ materially from those discussed in the forward-looking statements for a variety of reasons, including:

•economic, market, operational, liquidity, credit, and interest rate risks associated with our business;

•economic conditions generally and in the financial services industry, particularly economic conditions within Michigan and the regional and local real estate markets in which our bank operates;

•the failure of assumptions underlying the establishment of, and provisions made to, our allowance for credit losses;

•increased competition in the financial services industry, either nationally or regionally;

•our ability to achieve loan and deposit growth;

•volatility and direction of market interest rates;

•the continued services of our management team; and

•implementation of new legislation, which may have significant effects on us and the financial services industry.

This list provides examples of factors that could affect the results described by forward-looking statements contained in this report, but the list is not intended to be all-inclusive. The risk factors disclosed in Part I – Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, as updated by any new or modified risk factors disclosed in Part II – Item 1A of any subsequently filed Quarterly Report on Form 10-Q, include the primary risks our management believes could materially affect the results described by forward-looking statements in this report. However, those risks are not the only risks we face. Our results of operations, cash flows, financial position, and prospects could also be materially and adversely affected by additional factors that are not presently known to us, that we currently consider to be immaterial, or that develop after the date of this report. We cannot assure you that our future results will meet expectations. While we believe the forward-looking statements in this report are reasonable, you should not place undue reliance on any forward-looking statement. In addition, these statements speak only as of the date made. We do not undertake, and expressly disclaim, any obligation to update or alter any statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Introduction. The following section presents additional information to assess the financial condition and results of operations of Independent Bank Corporation (“IBCP”), its wholly-owned bank, Independent Bank (the “Bank”), and their subsidiaries. This section should be read in conjunction with the consolidated financial statements and the supplemental financial data contained elsewhere in this annual report. We also encourage you to read our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”). That report includes a list of risk factors that you should consider in connection with any decision to buy or sell our securities.

Overview. We provide banking services to customers located primarily in Michigan’s Lower Peninsula and also have one mortgage loan production facility in Ohio (Fairlawn). As a result, our success depends to a great extent upon the economic conditions in Michigan’s Lower Peninsula.

32

Table of Contents

Significant Developments. As explained in more detail under Item 1A – “Risk Factors” – the closures of several banks in 2023 have impacted the financial services industry. These events have caused banks to reexamine their funding sources and liquidity risks and in some cases have caused deposit holders to reevaluate their banking relationships. As addressed below, we believe these events have caused little to no impact on our deposit base, aside from the mix and pricing of deposits, and that our liquidity and funding and capital resources remain strong. In the wake of these events, initiatives taken with our customer base included discussing how these events unfolded, reinforcing our current capital and liquidity positions and education to maximize FDIC insurance coverage. (See “Deposits and borrowings” and "Liquidity and capital resources").

Pressures from various global and national macroeconomic conditions, including heightened inflation, uncertainty regarding future interest rates, foreign currency exchange rate fluctuations, recent adverse weather conditions, escalating tensions in the Middle East, the continuation of the Russia-Ukraine war, and potential governmental responses to these events, continue to create significant economic uncertainty.

The extent to which these pressures may impact our business, results of operations, asset valuations, financial condition, and customers will depend on future developments, which continue to be highly uncertain and difficult to predict. Material adverse impacts may include all or a combination of valuation impairments on our intangible assets, securities available for sale ("AFS"), securities held to maturity ("HTM"), loans, capitalized mortgage loan servicing rights or deferred tax assets.

It is against this backdrop that we discuss our results of operations and financial condition in 2023 as compared to earlier periods.

RESULTS OF OPERATIONS

Summary. We recorded net income of $59.1 million, or $2.79 per diluted share, in 2023, net income of $63.4 million, or $2.97 per diluted share, in 2022, and net income of $62.9 million, or $2.88 per diluted share, in 2021.

KEY PERFORMANCE RATIOS

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2023","","2022","","2021"],["Net income to"],["Average shareholders' equity","16.04","%","","18.41","%","","16.13","%"],["Average assets","1.15","","","1.31","","","1.41"],["Net income per common share"],["Basic","$","2.82","","","$","3.00","","","$","2.91"],["Diluted","2.79","","","2.97","","","2.88"]]
[[/GREPCENT_TABLE]]

Net interest income. Net interest income is the most important source of our earnings and thus is critical in evaluating our results of operations. Changes in our net interest income are primarily influenced by our level of interest-earning assets and the income or yield that we earn on those assets and the manner and cost of funding our interest-earning assets. Certain macro-economic factors can also influence our net interest income such as the level and direction of interest rates, the difference between short-term and long-term interest rates (the steepness of the yield curve) and the general strength of the economies in which we are doing business. Finally, risk management plays an important role in our level of net interest income. The ineffective management of credit risk and interest-rate risk in particular can adversely impact our net interest income.

Net interest income totaled $156.3 million during 2023, compared to $149.6 million and $129.8 million during 2022 and 2021, respectively. The increase in net interest income in 2023 compared to 2022 primarily reflects a $262.0 million increase in average interest-earning assets that was partially offset by a six basis point decrease in our tax equivalent net interest income as a percent of average interest-earning assets (the “net interest margin”).

The increase in net interest income in 2022 compared to 2021 primarily reflects a $307.5 million increase in average interest-earning assets and a 22 basis point increase in our net interest margin.

33

Table of Contents

The increase in average interest-earning assets during 2023 primarily reflects growth in commercial, mortgage and installment loans funded primarily by an increase in deposits and a decrease in securities AFS and securities HTM.

The six basis point decrease in the net interest margin during 2023 as compared to 2022 primarily reflects 130 basis point increase in interest expense as a percent of average interest-earning assets which was partially offset by a 124 basis point increase in interest income as a percent of average interest-earning assets. These increases are primarily attributed to the 450 basis point increase in the federal funds rate since June of 2022. Our net interest margin has been negatively impacted by changes in funding mix (such as shifting from non-interest bearing deposits to interest-bearing deposits and an increase in time deposits) as well as higher deposit pricing sensitivity to the increases in interest rates discussed above. See Asset/liability management.

2023, 2022 and 2021 interest income on loans includes $0.2 million, $0.3 million and $0.8 million, respectively, of accretion of the discount recorded on loans acquired in connection with our acquisition of Traverse City State Bank (“TCSB”) in 2018.

Interest and fees on loans include zero, $0.8 million and $8.9 million in 2023, 2022 and 2021, respectively, of accretion of net loan fees on Payroll Protection Program ("PPP") loans. Unaccreted net loan fees on PPP loans remaining were zero at December 31, 2023 and 2022, respectively.

Our net interest income is also impacted by our level of non-accrual loans. Average non-accrual loans totaled $4.8 million, $4.4 million and $6.2 million in 2023, 2022 and 2021, respectively.

AVERAGE BALANCES AND RATES

[[GREPCENT_TABLE]]
[["","2023","","2022","","2021"],["","Average Balance","","Interest","","Rate","","Average Balance","","Interest","","Rate","","Average Balance","","Interest","","Rate"],["","(Dollars in thousands)"],["ASSETS"],["Taxable loans","$","3,624,406","","","$","197,462","","","5.45","%","","$","3,227,803","","","$","138,765","","","4.30","%","","$","2,881,950","","","$","116,358","","","4.04","%"],["Tax-exempt loans(1)","6,855","","","333","","","4.86","","","7,771","","","370","","","4.76","","","7,240","","","362","","","5.00"],["Taxable securities","771,121","","","23,314","","","3.02","","","945,665","","","20,676","","","2.19","","","915,701","","","14,488","","","1.58"],["Tax-exempt securities(1)","317,553","","","14,039","","","4.42","","","331,322","","","10,191","","","3.08","","","348,346","","","7,892","","","2.27"],["Interest bearing cash","83,587","","","4,416","","","5.28","","","28,773","","","142","","","0.49","","","79,915","","","112","","","0.14"],["Other investments","17,557","","","1,013","","","5.77","","","17,768","","","742","","","4.18","","","18,427","","","734","","","3.98"],["Interest earning assets","4,821,079","","","240,577","","","4.99","","","4,559,102","","","170,886","","","3.75","","","4,251,579","","","139,946","","","3.30"],["Cash and due from banks","58,473","","","","","","","59,507","","","","","","","56,474"],["Other assets, net","236,072","","","","","","","207,114","","","","","","","157,524"],["Total assets","$","5,115,624","","","","","","","$","4,825,723","","","","","","","$","4,465,577"],["LIABILITIES"],["Savings and interest-bearing checking","$","2,564,097","","","44,728","","","1.74","","","$","2,526,296","","","10,278","","","0.41","","","$","2,282,607","","","2,693","","","0.12"],["Time deposits","785,684","","","30,347","","","3.86","","","399,987","","","3,873","","","0.97","","","326,081","","","1,772","","","0.54"],["Other borrowings","128,945","","","8,273","","","6.42","","","121,871","","","5,296","","","4.35","","","108,884","","","3,850","","","3.54"],["Interest bearing liabilities","3,478,726","","","83,348","","","2.40","","","3,048,154","","","19,447","","","0.64","","","2,717,572","","","8,315","","","0.31"],["Non-interest bearing deposits","1,164,816","","","","","","","1,338,736","","","","","","","1,288,276"],["Other liabilities","103,721","","","","","","","94,638","","","","","","","69,694"],["Shareholders\u2019 equity","368,361","","","","","","","344,195","","","","","","","390,035"],["Total liabilities and shareholders\u2019 equity","$","5,115,624","","","","","","","$","4,825,723","","","","","","","$","4,465,577"],["Net interest income","","","$","157,229","","","","","","","$","151,439","","","","","","","$","131,631"],["Net interest income as a percent of average interest earning assets","","","","","3.26","%","","","","","","3.32","%","","","","","","3.10","%"]]
[[/GREPCENT_TABLE]]

__________________________

(1)Interest on tax-exempt loans and securities is presented on a fully tax equivalent basis assuming a marginal tax rate of 21%.

34

Table of Contents

RECONCILIATION OF NET INTEREST MARGIN, FULLY TAXABLE EQUIVALENT ("FTE")

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2023","","2022","","2021"],["","(Dollars in thousands)"],["Net interest income","$","156,329","","","$","149,561","","","$","129,765"],["Add: taxable equivalent adjustment","900","","","1,878","","","1,866"],["Net interest income - taxable equivalent","$","157,229","","","$","151,439","","","$","131,631"],["Net interest margin (GAAP)","3.24","%","","3.28","%","","3.05","%"],["Net interest margin (FTE)","3.26","%","","3.32","%","","3.10","%"]]
[[/GREPCENT_TABLE]]

CHANGE IN NET INTEREST INCOME

[[GREPCENT_TABLE]]
[["","2023 compared to 2022","","2022 compared to 2021"],["","Volume","","Rate","","Net","","Volume","","Rate","","Net"],["","(In thousands)"],["Increase (decrease) in interest income(1)"],["Taxable loans","$","18,485","","","$","40,212","","","$","58,697","","","$","14,551","","","$","7,856","","","$","22,407"],["Tax-exempt loans(2)","(44)","","","7","","","(37)","","","25","","","(17)","","","8"],["Taxable securities","(4,291)","","","6,929","","","2,638","","","488","","","5,700","","","6,188"],["Tax-exempt securities(2)","(440)","","","4,288","","","3,848","","","(403)","","","2,702","","","2,299"],["Interest bearing cash","702","","","3,572","","","4,274","","","(108)","","","138","","","30"],["Other investments","(9)","","","280","","","271","","","(27)","","","35","","","8"],["Total interest income","14,403","","","55,288","","","69,691","","","14,526","","","16,414","","","30,940"],["Increase (decrease) in interest expense(1)"],["Savings and interest bearing checking","156","","","34,294","","","34,450","","","317","","","7,268","","","7,585"],["Time deposits","6,458","","","20,016","","","26,474","","","473","","","1,628","","","2,101"],["Other borrowings","323","","","2,654","","","2,977","","","495","","","951","","","1,446"],["Total interest expense","6,937","","","56,964","","","63,901","","","1,285","","","9,847","","","11,132"],["Net interest income","$","7,466","","","$","(1,676)","","","$","5,790","","","$","13,241","","","$","6,567","","","$","19,808"]]
[[/GREPCENT_TABLE]]

__________________________

(1)The change in interest due to changes in both balance and rate has been allocated to change due to balance and change due to rate in proportion to the relationship of the absolute dollar amounts of change in each.

(2)Interest on tax-exempt loans and securities is presented on a fully tax equivalent basis assuming a marginal tax rate of 21%.

35

Table of Contents

COMPOSITION OF AVERAGE INTEREST EARNING ASSETS AND INTEREST BEARING LIABILITIES

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2023","","2022","","2021"],["As a percent of average interest earning assets"],["Loans","75.3","%","","71.0","%","","68.0","%"],["Other interest earning assets","24.7","","","29.0","","","32.0"],["Average interest earning assets","100.0","%","","100.0","%","","100.0","%"],["Savings and interest-bearing checking","53.2","%","","55.4","%","","53.7","%"],["Time deposits","16.3","","","8.8","","","7.7"],["Other borrowings","2.7","","","2.7","","","2.6"],["Average interest bearing liabilities","72.2","%","","66.9","%","","64.0","%"],["Earning asset ratio","94.2","%","","94.5","%","","95.2","%"],["Free-funds ratio(1)","27.8","","","33.1","","","36.1"]]
[[/GREPCENT_TABLE]]

__________________________

(1)Average interest earning assets less average interest bearing liabilities.

Provision for credit losses. The provision for credit losses was an expense of $6.2 million in 2023, an expense of $5.3 million in 2022, and a credit of $1.9 million in 2021. The provision reflects our assessment of the allowance for credit losses (the “ACL”) taking into consideration factors such as loan growth, loan mix, levels of non-performing and classified loans, economic conditions and loan net charge-offs. While we use relevant information to recognize losses on loans and securities HTM, additional provisions for related losses may be necessary based on changes in economic conditions, customer circumstances and other credit risk factors. The increase in the provision for credit losses in 2023 compared to 2022 was primarily due to a loss incurred on a $3.0 million corporate security HTM (Signature Bank) that defaulted and was fully charged off during the first quarter that was partially offset by a decline in loan growth rate. The higher provision for credit losses in 2022 compared to 2021 was primarily due to new credit loss allocations in the commercial and retail loan portfolios primarily due to loan growth and a decrease in gross recoveries of previously charged-off commercial and retail loans as well as an increase in the adjustment to allocations based on subjective factors. See “Portfolio Loans and asset quality” for a discussion of the various components of the ACL and their impact on the provision for credit losses in 2023 and note #19 to the Consolidated Financial Statements included within this report for a discussion on industry concentrations.

Non-interest income. Non-interest income is a significant element in assessing our results of operations. Non-interest income totaled $50.7 million during 2023 compared to $61.9 million and $76.6 million during 2022 and 2021, respectively.

NON-INTEREST INCOME

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2023","","2022","","2021"],["","(In thousands)"],["Interchange income","$","13,996","","","$","13,955","","","$","14,045"],["Service charges on deposit accounts","12,361","","","12,288","","","10,170"],["Net gains (losses) on assets"],["Mortgage loans","7,436","","","6,431","","","35,880"],["Securities available for sale","(222)","","","(275)","","","1,411"],["Mortgage loan servicing, net","4,626","","","18,773","","","5,745"],["Investment and insurance commissions","3,456","","","2,898","","","2,603"],["Bank owned life insurance","474","","","360","","","567"],["Other","8,549","","","7,479","","","6,222"],["Total non-interest income","$","50,676","","","$","61,909","","","$","76,643"]]
[[/GREPCENT_TABLE]]

36

Table of Contents

Service charges on deposit accounts totaled $12.4 million in 2023, as compared to $12.3 million in 2022 and $10.2 million during 2021. The increases in 2023 and 2022 relative to the respective prior year were primarily due to an increase in non-sufficient funds occurrences (and related fees).

We realized net gains of $7.4 million on mortgage loans during 2023, compared to $6.4 million and $35.9 million during 2022 and 2021, respectively. As reflected in the table below, the sale of mortgage loans decreased significantly from both 2022 and 2021. Mortgage loan activity is summarized as follows:

MORTGAGE LOAN ACTIVITY

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2023","","2022","","2021"],["","(Dollars in thousands)"],["Mortgage loans originated","$","554,461","","","$","935,807","","","$","1,861,060"],["Mortgage loans sold(1)","407,613","","","602,797","","","1,254,638"],["Net gains on mortgage loans","7,436","","","6,431","","","35,880"],["Net gains as a percent of mortgage loans sold (\u201cLoan Sales Margin\u201d)","1.82","%","","1.07","%","","2.86","%"],["Fair value adjustments included in the Loan Sales Margin","0.62","","","(1.12)","","","(0.52)"]]
[[/GREPCENT_TABLE]]

__________________________

(1)2023 includes the sale of $56.7 million of portfolio residential fixed rate and adjustable rate mortgage loans. 2022 includes the sale of $63.0 million of portfolio residential fixed rate and adjustable rate mortgage loans. 2021 includes the sale of $9.6 million of portfolio residential fixed rate mortgage loans.

Mortgage loans originated decreased in both 2023 as compared to 2022 and 2022 as compared to 2021 as higher mortgage loan interest rates in each respective year reduced mortgage loan refinance activity and in 2022 also reduced purchase money activity. Mortgage loans sold decreased in each of these years due primarily to lower loan origination volume.

The volume of loans sold is dependent upon our ability to originate mortgage loans as well as the demand for fixed-rate obligations and other loans that we choose to not put into portfolio because of our established interest-rate risk parameters. (See “Portfolio Loans and asset quality.”) Net gains on mortgage loans are also dependent upon economic and competitive factors as well as our ability to effectively manage exposure to changes in interest rates and thus can often be a volatile part of our overall revenues.

Net gains on mortgage loans increased in 2023 as compared to 2022 primarily due to the increase in the Loan Sales Margin due to the impact of fair value adjustments on certain unhedged construction loans during the 2023 as a result of the significant increase in interest rates during that period. Net gains on mortgage loans decreased in 2022 as compared to 2021 primarily due to the decline in loan sale volume and a decrease in the Loan Sales Margin.

We generated net gains (losses) on securities of $(0.22) million, $(0.28) million and $1.41 million in 2023, 2022 and 2021, respectively. These net gains (losses) were due to the sales of securities as outlined in the table below. We recorded no credit related charges in 2023, 2022 or 2021 for securities AFS. See “Securities” below and note #3 to the Condensed Consolidated Financial Statements.

GAINS AND LOSSES ON SECURITIES

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","Proceeds","","Gains","","Losses","","Net"],["","(In thousands)"],["2023","$","278","","","$","\u2014","","","$","222","","","$","(222)"],["2022","70,523","","","164","","","439","","","(275)"],["2021","85,371","","","1,475","","","64","","","1,411"]]
[[/GREPCENT_TABLE]]

Mortgage loan servicing, net, generated income of $4.6 million in 2023 compared to income of $18.8 million and $5.7 million in 2022 and 2021 respectively. The significant variances in mortgage loan servicing, net are primarily due to changes in the fair value of capitalized mortgage loan servicing rights associated with changes in mortgage loan interest

37

Table of Contents

rates and expected future prepayment levels and expected float rates. Mortgage loan servicing, net activity is summarized in the following table:

MORTGAGE LOAN SERVICING ACTIVITY

[[GREPCENT_TABLE]]
[["","2023","","2022","","2021"],["","(In thousands)"],["Mortgage loan servicing:"],["Revenue, net","$","8,828","","","$","8,577","","","$","7,853"],["Fair value change due to price","(280)","","","14,272","","","3,380"],["Fair value change due to pay-downs","(3,922)","","","(4,076)","","","(5,488)"],["Total","$","4,626","","","$","18,773","","","$","5,745"]]
[[/GREPCENT_TABLE]]

Activity related to capitalized mortgage loan servicing rights is as follows:

CAPITALIZED MORTGAGE LOAN SERVICING RIGHTS

[[GREPCENT_TABLE]]
[["","2023","","2022","","2021"],["","(In thousands)"],["Balance at January 1,","$","42,489","","","$","26,232","","","$","16,904"],["Originated servicing rights capitalized","3,956","","","6,061","","","11,436"],["Change in fair value","(4,202)","","","10,196","","","(2,108)"],["Balance at December 31,","$","42,243","","","$","42,489","","","$","26,232"]]
[[/GREPCENT_TABLE]]

At December 31, 2023, we were servicing approximately $3.5 billion in mortgage loans for others on which servicing rights have been capitalized. This servicing portfolio had a weighted average coupon rate of 3.89% and a weighted average service fee of approximately 0.26 basis points. Remaining capitalized mortgage loan servicing rights at December 31, 2023 totaled $42.2 million, representing approximately 1.19 basis points on the related amount of mortgage loans serviced for others.

Investment and insurance commissions totaled $3.5 million in 2023 as compared to $2.9 million and $2.6 million in 2022 and 2021. The increase in revenue in 2023 as compared to 2022 and 2021 was primarily due to higher sales volume and an increase in fee based revenue.

We earned $0.5 million, $0.4 million and $0.6 million in 2023, 2022 and 2021, respectively, on our separate account bank owned life insurance principally as a result of increases in the cash surrender value. Our separate account is primarily invested in agency mortgage-backed securities and managed by a fixed income investment manager. The crediting rate (on which the earnings are based) reflects the performance of the separate account. The total cash surrender value of our bank owned life insurance was $54.3 million and $55.2 million at December 31, 2023 and 2022, respectively. The changes in earnings in each year is due to changes in the crediting rate.

Other non-interest income totaled $8.5 million, $7.5 million and $6.2 million in 2023, 2022 and 2021, respectively. Other non-interest income increased in 2023 as compared to 2022 due to an increase in fees related to interest rate swaps for commercial loan customers (due to a higher level of these transactions during 2023), an increase in ATM fees, an increase in merchant credit card related income and an increase in income from bank owned life insurance (due to a higher crediting rate during 2023) that were partially offset by lower gains on the sale of bank owned properties. The increase in 2022 as compared to 2021 is due primarily to the gain on the sale of two bank owned properties of $1.1 million.

Non-interest expense. Non-interest expense is an important component of our results of operations. We strive to efficiently manage our cost structure.

Non-interest expense totaled $127.1 million in 2023, $128.3 million in 2022, and $131.0 million in 2021. Decreases in performance-based compensation, occupancy, net, communications and loan and collection that were partially offset by increases in compensation, payroll taxes and employee benefits, data processing, FDIC deposit insurance and other expense

38

Table of Contents

are primarily responsible for the decrease in 2023 compared to 2022. Decreases in data processing, interchange expense, loan and collection, costs related to unfunded lending commitments, conversion related expenses and other expenses are primarily responsible for the decrease in 2022 compared to 2021. The components of non-interest expense are as follows:

NON-INTEREST EXPENSE

[[GREPCENT_TABLE]]
[["","Year ended December 31,"],["","2023","","2022","","2021"],["","(In thousands)"],["Compensation","$","52,502","","","$","50,535","","","$","44,226"],["Performance-based compensation","11,064","","15,875","","19,800"],["Payroll taxes and employee benefits","15,399","","14,597","","15,943"],["Compensation and employee benefits","78,965","","81,007","","79,969"],["Data processing","11,862","","10,183","","10,823"],["Occupancy, net","7,908","","8,907","","8,794"],["Interchange expense","4,332","","4,242","","4,434"],["Furniture, fixtures and equipment","3,756","","4,007","","4,172"],["FDIC deposit insurance","3,005","","2,142","","1,396"],["Communications","2,406","","2,871","","3,080"],["Legal and professional","2,208","","2,133","","2,068"],["Loan and collection","2,174","","2,657","","3,172"],["Advertising","2,165","","2,074","","1,918"],["Amortization of intangible assets","547","","785","","970"],["Supplies","501","","556","","611"],["Costs related to unfunded lending commitments","424","","599","","1,207"],["Correspondent bank service fees","233","","299","","382"],["Provision for loss reimbursement on sold loans","20","","57","","133"],["Conversion related expenses","\u2014","","","50","","1,827"],["Net (gains) losses on other real estate and repossessed assets","19","","","(214)","","","(230)"],["Other","6,594","","","5,986","","6,297"],["Total non-interest expense","$","127,119","","","$","128,341","","","$","131,023"]]
[[/GREPCENT_TABLE]]

Compensation expense, which is primarily salaries, totaled $52.5 million, $50.5 million and $44.2 million in 2023, 2022 and 2021, respectively. The comparative increase in 2023 to 2022 is primarily due to salary increases that were predominantly effective on January 1, 2023. The comparative increase in 2022 to 2021 is primarily due to salary increases that were predominantly effective on January 1, 2022, and a decreased level of compensation that was deferred as direct origination costs due to lower mortgage loan origination volume.

Performance-based compensation expense totaled $11.1 million, $15.9 million and $19.8 million in 2023, 2022 and 2021, respectively. The decrease in 2023 as compared to 2022 was due to actual performance relative to the established incentive plan targets. The decrease in 2022 as compared to 2021 was due to actual performance relative to the established incentive plan targets as well a decrease in mortgage lending related incentives attributed to the decline in mortgage lending volume.

We maintain performance-based compensation plans. In addition to commissions and cash incentive awards, such plans include an ESOP and a long-term equity based incentive plan. Total compensation expense recognized for grants pursuant to our long-term incentive plan was $1.9 million, $1.8 million and $1.6 million in 2023, 2022 and 2021, respectively. In each of those three years, we granted both restricted stock and performance share awards under the plan.

Payroll taxes and employee benefits expense totaled $15.4 million, $14.6 million and $15.9 million in 2023, 2022 and 2021, respectively. The increase in 2023 compared to 2022 is primarily due to higher employee medical insurance costs that were partially offset by a decrease in payroll taxes (reflecting lower performance-based compensation costs). The

39

Table of Contents

decrease in 2022 compared to 2021 is due to decreases in payroll taxes (reflecting lower performance-based compensation costs), our 401(k) plan match and other indirect costs related to mortgage lending.

Data processing expenses totaled $11.9 million, $10.2 million, and $10.8 million in 2023, 2022 and 2021, respectively. The increase in 2023 compared to 2022 is primarily due to annual asset based and consumer price index based cost increases. The decrease in 2022 compared to 2021 is primarily due to lower debit card production costs, lower net mortgage processing costs (lower volume) and a refund of previously expensed charges from our former core data processing provider.

Occupancy, net totaled $7.9 million, $8.9 million, and $8.8 million in 2023, 2022 and 2021, respectively. The decrease in 2023 compared to 2022 is due in part to lower seasonal related maintenance costs and Covid-19 related protocol expenses.

FDIC deposit insurance expense totaled $3.0 million, $2.1 million, and $1.4 million in 2023, 2022 and 2021, respectively. FDIC deposit insurance expense increased in 2023 compared to 2022 due primarily to a two basis point increase in the assessment rate beginning in the first quarter of 2023 charged to all banks to increase the likelihood that the reserve ratio of the deposit insurance fund reaches its statutory minimum. FDIC deposit insurance expense increased in 2022 compared to 2021 due primarily to an increase in the assessment rate.

Communications totaled $2.4 million, $2.9 million, and $3.1 million in 2023, 2022 and 2021, respectively. The decrease in 2023 compared to 2022 is primarily due to lower telephony and networking related costs as well as lower customer statement mailing costs.

Loan and collection expenses reflect costs related to new lending activity as well as the management and collection of non-performing loans and other problem credits. These expenses totaled $2.2 million, $2.7 million and $3.2 million in 2023, 2022 and 2021, respectively. These costs decreased in 2023 and 2022 due in part to recoveries of previously expensed amounts and an overall lower level of non performing loans and assets.

The changes in costs related to unfunded lending commitments are primarily impacted by changes in the amounts of such commitments to originate Portfolio Loans as well as (for commercial loan commitments) the grade (pursuant to our loan rating system) of such commitments. Costs related to unfunded lending commitments totaled $0.4 million, $0.6 million, and $1.2 million in 2023, 2022 and 2021, respectively. The decreases in each comparative year are due primarily to decreases in the amount of newly originated unfunded lending commitments.

Other non-interest expenses totaled $6.6 million, $6.0 million, and $6.3 million in 2023, 2022 and 2021, respectively. The increase in other expense in 2023 compared to 2022 primarily represents higher Michigan Corporate Income Tax expense as the result of an increase in tax base and an increase in travel and entertainment expenses. The decrease in 2022 compared to 2021 primarily represents lower Michigan Corporate Income Tax expense as the result of a decrease in tax base, a branch write-down and certain one-time contract termination costs expensed in the prior year.

Income tax expense. We recorded an income tax expense of $14.61 million, $14.44 million and $14.42 million in 2023, 2022 and 2021, respectively. Our actual federal income tax expense is different than the amount computed by applying our statutory federal income tax rate to our pre-tax income primarily due to tax-exempt interest income, share based compensation and tax-exempt income from the increase in the cash surrender value on life insurance.

We assess whether a valuation allowance should be established against our deferred tax asset, net (“DTA”) based on the consideration of all available evidence using a “more likely than not” standard. The ultimate realization of this asset is primarily based on generating future income. We concluded at December 31, 2023 and 2022 that the realization of substantially all of our DTA continues to be more likely than not. See note #13 to the Consolidated Financial Statements included within this report for more information.

FINANCIAL CONDITION

Summary. Our total assets increased to $5.26 billion at December 31, 2023, compared to $5.00 billion at December 31, 2022, primarily due to growth in commercial loans and mortgage loans and interest bearing cash balances. Loans, excluding loans held for sale (“Portfolio Loans”), totaled $3.79 billion and $3.47 billion at December 31, 2023 and December 31, 2022, respectively. Commercial and mortgage loans increased by $212.9 million and $117.5 million, respectively.

40

Table of Contents

Deposits totaled $4.62 billion at December 31, 2023, compared to $4.38 billion at December 31, 2022. The $243.8 million increase in deposits is primarily due to growth in reciprocal deposits, time deposits and brokered time deposits that was partially offset by a decline in non-interest bearing deposits and savings and interest bearing checking deposits.

Securities. We maintain diversified securities portfolios, which include obligations of U.S. government-sponsored agencies, securities issued by states and political subdivisions, residential and commercial mortgage-backed securities, asset-backed securities, corporate securities and trust preferred securities. We regularly evaluate asset/liability management needs and attempt to maintain a portfolio structure that provides sufficient liquidity and cash flow.

We believe that the unrealized losses on securities AFS are temporary in nature and are expected to be recovered within a reasonable time period. We believe that we have the ability to hold securities with unrealized losses to maturity or until such time as the unrealized losses reverse. (See “Asset/liability management”).

On April 1, 2022, we transferred certain securities AFS with an amortized cost and unrealized loss at the date of transfer of $418.1 million and $26.5 million, respectively to securities held to maturity ("HTM"). The transfer was made at fair value, with the unrealized loss becoming part of the purchase discount which will be accreted over the remaining life of the securities. The other comprehensive loss component is separated from the remaining securities AFS and is accreted over the remaining life of the securities transferred. Based upon our liquidity and capital resources (as explained in more detail below under "Liquidity and capital resources"), we believe that we have the ability and intent to hold these securities until they mature, at which time we would receive full value for these securities.

SECURITIES AFS

[[GREPCENT_TABLE]]
[["","Amortized Cost","","Unrealized","","Fair Value"],["","Gains","","Losses"],["","(In thousands)"],["Securities AFS"],["December 31, 2023","$","744,050","","","$","464","","","$","65,164","","","$","679,350"],["December 31, 2022","866,363","","","329","","","87,345","","","779,347"]]
[[/GREPCENT_TABLE]]

SECURITIES HTM

[[GREPCENT_TABLE]]
[["","Carrying Value","","TransferredUnrealizedLoss (1)","","ACL","","Amortized Cost","","Unrealized","","Fair Value"],["","","","","","Gains","","Losses"],["","(In thousands)"],["Securities HTM"],["December 31, 2023","$","353,988","","","$","19,503","","","$","157","","","$","373,648","","","$","868","","","$","55,910","","","$","318,606"],["December 31, 2022","374,818","","","23,066","","","168","","","398,052","","","11","","","62,645","","","335,418"]]
[[/GREPCENT_TABLE]]

(1)Represents the remaining unrealized loss to be accreted on securities that were transferred from AFS to HTM on April 1, 2022.

Securities AFS in unrealized loss positions are evaluated quarterly for impairment related to credit losses. For securities AFS in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities AFS that do not meet this criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, adverse conditions specifically related to the security and the issuer and the impact of changes in market interest rates on the market value of the security, among other factors. If this assessment indicates that a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an ACL is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income (loss), net of

41

Table of Contents

applicable taxes. No ACL for securities AFS was needed at December 31, 2023. See note #3 to the Consolidated Financial Statements included within this report for further discussion.

For securities HTM an ACL is maintained at a level which represents our best estimate of expected credit losses. This ACL is a contra asset valuation account that is deducted from the carrying amount of securities HTM to present the net amount expected to be collected. Securities HTM are charged off against the ACL when deemed uncollectible. Adjustments to the ACL are reported in our Consolidated Statements of Operations in provision for credit loss. We measure expected credit losses on securities HTM on a collective basis by major security type with each type sharing similar risk characteristics and consider historical credit loss information. With regard to U.S. Government-sponsored agency and mortgage-backed securities (residential and commercial), all these securities are issued by a U.S. government-sponsored entity and have an implicit or explicit government guarantee; therefore, no allowance for credit losses has been recorded for these securities. With regard to obligations of states and political subdivisions, private label-mortgage-backed, corporate and trust preferred securities HTM, we consider (1) issuer bond ratings, (2) historical loss rates for given bond ratings, (3) the financial condition of the issuer, and (4) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities. During the first quarter of 2023, one corporate security (Signature Bank) defaulted resulting in a $3.0 million provision for credit losses and a corresponding full charge-off during that period. Despite this lone security loss, the long-term historical loss rates associated with securities having similar grades as those in our portfolio have been insignificant. See note #3 to the Consolidated Financial Statements included within this report for further discussion.

Portfolio Loans and asset quality. In addition to the communities served by our Bank branch and loan production office network, our principal lending markets also include nearby communities and metropolitan areas. Subject to established underwriting criteria, we also may participate in commercial lending transactions with certain non-affiliated banks and make whole loan purchases from other financial institutions.

The senior management and board of directors of our Bank retain authority and responsibility for credit decisions and we have adopted uniform underwriting standards. Our loan committee structure and the loan review process attempt to provide requisite controls and promote compliance with such established underwriting standards. However, there can be no assurance that our lending procedures and the use of uniform underwriting standards will prevent us from incurring significant credit losses in our lending activities.

We generally retain loans that may be profitably funded within established risk parameters. (See “Asset/liability management.”) As a result, we may hold adjustable-rate conventional and fixed rate jumbo mortgage loans as Portfolio Loans, while 15- and 30-year fixed-rate non-jumbo mortgage loans are generally sold to mitigate exposure to changes in interest rates. (See “Non-interest income.”) The retention of newly originated fixed rate jumbo mortgage loans has declined relative to the prior year as the growth in mortgage loans during 2023 has primarily been attributed to the origination of adjustable-rate mortgage loans as well as the continued advances on legacy fixed rate construction mortgage loans. (See “Asset/liability management”).

LOAN PORTFOLIO SEGMENTS

The following table summarizes each loan portfolio segment by (1) scheduled repayments and (2) predetermined (fixed) interest rate and/or adjustable (variable) interest rate at December 31, 2023:

[[GREPCENT_TABLE]]
[["","Commercial","","Mortgage","","Installment","","Total"],["","(In thousands)"],["Due in one year or less","$","147,799","","","$","178","","","$","1,678","","","$","149,655"],["Due after one but within five years","398,335","","","2,332","","","58,302","","","458,969"],["Due after five but within 15 years","1,111,577","","","116,576","","","411,930","","","1,640,083"],["Due after 15 years","22,020","","","1,366,786","","","153,388","","","1,542,194"],["","$","1,679,731","","","$","1,485,872","","","$","625,298","","","$","3,790,901"],["Fixed rate","$","828,489","","","$","915,429","","","$","620,370","","","$","2,364,288"],["Variable rate","851,242","","","570,443","","","4,928","","","1,426,613"],["","$","1,679,731","","","$","1,485,872","","","$","625,298","","","$","3,790,901"]]
[[/GREPCENT_TABLE]]

42

Table of Contents

In 2023, we sold $56.7 million of portfolio residential fixed and adjustable rate mortgage loans. In 2022, we sold $63.0 million of portfolio residential fixed and adjustable rate mortgage loans servicing retained. In addition, in the fourth quarter of 2022 we reclassified $20.4 million (fair value of $20.4 million) of portfolio mortgage loans to held for sale. These loans were sold to another financial institution on a servicing retained basis during the first quarter of 2023. During 2021, we sold $9.6 million of portfolio residential fixed rate mortgage loans servicing retained. In addition, in the fourth quarter of 2021 we reclassified $34.8 million (fair value of $34.8 million) of portfolio mortgage loans to held for sale. These loans were sold to other financial institutions on a servicing retained basis during the first quarter of 2022. These loan sale transactions were done primarily for asset/liability management purposes.

LOAN PORTFOLIO COMPOSITION

[[GREPCENT_TABLE]]
[["","December 31,"],["","2023","","2022"],["","(In thousands)"],["Real estate(1)"],["Residential first mortgages","$","1,248,911","","","$","1,081,359"],["Residential home equity and other junior mortgages","157,006","","","138,944"],["Construction and land development","241,715","","","319,157"],["Other(2)","1,036,590","","","874,019"],["Consumer","619,374","","","624,047"],["Commercial","483,129","","","423,055"],["Agricultural","4,176","","","4,771"],["Total loans","$","3,790,901","","","$","3,465,352"]]
[[/GREPCENT_TABLE]]

__________________________

(1)Includes both residential and non-residential commercial loans secured by real estate.

(2)Includes loans secured by multi-family residential and non-farm, non-residential property.

43

Table of Contents

NON-PERFORMING ASSETS

[[GREPCENT_TABLE]]
[["","December 31,"],["","2023","","2022","","2021"],["","(Dollars in thousands)"],["Non-accrual loans","$","6,991","","","$","5,381","","","$","5,545"],["Loans 90 days or more past due and still accruing interest","432","","","\u2014","","","\u2014"],["Sub total","7,423","","","5,381","","","5,545"],["Less: Government guaranteed loans","2,191","","","1,660","","","435"],["Total non-performing loans","5,232","","","3,721","","","5,110"],["Other real estate and repossessed assets","569","","","455","","","245"],["Total non-performing assets","$","5,801","","","$","4,176","","","$","5,355"],["As a percent of Portfolio Loans"],["Non-accrual loans","0.18","%","","0.16","%","","0.19","%"],["Non-performing loans","0.14","","","0.11","","","0.18"],["ACL","1.44","","","1.51","","","1.63"],["Non-performing assets to total assets","0.11","","","0.08","","","0.11"],["ACL as a percent of non-accrual loans","781.83","","","974.45","","","852.16"],["ACL as a percent of non-performing loans","1044.69","","","1409.16","","","924.70"]]
[[/GREPCENT_TABLE]]

Non-performing loans totaled $5.2 million, $3.7 million and $5.1 million at December 31, 2023, 2022 and 2021, respectively. The increase in 2023 compared to 2022 was primarily due to a $1.1 million increase in the residential mortgage loan portfolio segment. Our collection and resolution efforts have generally resulted in a stable trend in non-performing loans. The decrease in non-performing loans in 2022 as compared to 2021 was primarily due to a $1.4 million decrease in the residential mortgage loan portfolio segment which was primarily attributed to loan payoffs and pay downs.

Other real estate (“ORE”) and repossessed assets totaled $0.6 million at December 31, 2023, compared to $0.5 million at December 31, 2022.

The ACL as a percent of non-accrual and non-performing loans decreased during 2023 due primarily to an increase in non-accrual and non-performing loans partially offset by an increase in the ACL related to pooled analysis of loans while the increase in 2022 was due primarily to an increase in the ACL related to specific allocations and pooled analysis of loans as well as a decrease in non-accrual and non-performing loans.

We will place a loan that is 90 days or more past due on non-accrual, unless we believe the loan is both well secured and in the process of collection. Accordingly, we have determined that the collection of the accrued and unpaid interest on any loans that are 90 days or more past due and still accruing interest is probable.

44

Table of Contents

ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES

[[GREPCENT_TABLE]]
[["","December 31,"],["","2023","","2022"],["","(In thousands)"],["Specific allocations","$","1,292","","","$","2,078"],["Pooled analysis allocations","40,944","","","37,662"],["Additional allocations based on subjective factors","12,422","","","12,695"],["Total","$","54,658","","","$","52,435"]]
[[/GREPCENT_TABLE]]

Some loans will not be repaid in full. Therefore, an ACL is maintained at a level which represents our best estimate of expected credit losses. Our ACL is comprised of three principal elements: (i) specific analysis of individual loans identified during the review of the loan portfolio, (ii) pooled analysis of loans with similar risk characteristics based on historical experience, adjusted for current conditions, reasonable and supportable forecasts, and expected prepayments, and (iii) additional allowances based on subjective factors, including local and general economic business factors and trends, portfolio concentrations and changes in the size and/or the general terms of the loan portfolios. See notes #1 and #4 to the Consolidated Financial Statements included within this report for further discussion on the ACL.

While we use relevant information to recognize losses on loans, additional provisions for related losses may be necessary based on changes in economic conditions, customer circumstances and other credit risk factors.

The ACL increased $2.2 million to $54.7 million at December 31, 2023 from $52.4 million at December 21, 2022 and was equal to 1.44% of total Portfolio Loans at December 31, 2023.

Two of the three components of the ACL outlined above decreased since December 21, 2022 while one increased. The ACL related to pooled analysis of loans increased $3.3 million due primarily to loan growth in 2023. The ACL related to specific loans decreased $0.8 million due primarily to an $8.1 million decrease in the amount of such loans while the ACL related to subjective factors declined $0.3 million.

During 2022 two of the three components of the ACL increased since December 21, 2021. The ACL related to specific loans increased $0.9 million due primarily to a $5.2 million increase in the amount of such loans and the ACL related to pooled analysis of loans increased $4.3 million due primarily to loan growth in 2022. The ACL related to subjective factors was relatively unchanged during 2022.

45

Table of Contents

ALLOWANCE FOR CREDIT LOSSES ON LOANS, SECURITIES HTM AND UNFUNDED COMMITMENTS

[[GREPCENT_TABLE]]
[["","Loans","","Securities HTM","","Unfunded Commitments"],["","(In thousands)"],["December 31, 2020","$","35,429","","","$","\u2014","","","$","1,805"],["Additions (deductions)"],["Impact of adoption of CECL","11,574","","","\u2014","","","1,469"],["Provision for credit losses","(1,928)","","","\u2014","","","\u2014"],["Initial allowance on loans purchased with credit deterioration","134","","","\u2014"],["Recoveries credited to the ACL","4,477","","","\u2014","","","\u2014"],["Charges against the ACL","(2,434)","","","\u2014","","","\u2014"],["Additions included in non-interest expense","\u2014","","","\u2014","","","1,207"],["December 31, 2021","47,252","","","\u2014","","","4,481"],["Additions (deductions)"],["Provision for credit losses","5,173","","","168","","","\u2014"],["Recoveries credited to the ACL","2,496","","","\u2014","","","\u2014"],["Charges against the ACL","(2,486)","","","\u2014","","","\u2014"],["Additions included in non-interest expense","\u2014","","","\u2014","","","599"],["December 31, 2022","52,435","","","168","","","5,080"],["Additions (deductions)"],["Provision for credit losses","3,221","","","2,989","","","\u2014"],["Recoveries credited to the ACL","2,798","","","\u2014","","","\u2014"],["Charges against the ACL","(3,796)","","","(3,000)","","","\u2014"],["Additions included in non-interest expense","\u2014","","","\u2014","","","424"],["December 31, 2023","$","54,658","","","$","157","","","$","5,504"]]
[[/GREPCENT_TABLE]]

46

Table of Contents

RATIO OF NET CHARGE-OFFS TO AVERAGE LOANS OUTSTANDING

[[GREPCENT_TABLE]]
[["","Commercial","","Mortgage","","Installment","","Total"],["","(Dollars in thousands)"],["2023"],["Loans charged against (recoveries credited to) the ACL","$","523","","","$","(198)","","","$","673","","","$","998"],["Average Portfolio Loans","1,537,920","","","1,436,527","","","637,180","","","3,611,627"],["Net loans charged off against (credited to) the ACL to average Portfolio Loans","0.03","%","","(0.01)","%","","0.11","%","","0.03","%"],["2022"],["Loans charged against (recoveries credited to) the ACL","$","(453)","","","$","(365)","","","$","808","","","$","(10)"],["Average Portfolio Loans","1,323,840","","","1,257,528","","","616,854","","","3,198,222"],["Net loans charged off against (credited to) the ACL to average Portfolio Loans","(0.03)","%","","(0.03)","%","","0.13","%","","\u2014","%"],["2021"],["Loans charged against (recoveries credited to) the ACL","$","(2,607)","","","$","(471)","","","$","1,035","","","$","(2,043)"],["Average Portfolio Loans","1,241,961","","","1,056,245","","","521,089","","","2,819,295"],["Net loans charged off against (credited to) the ACL to average Portfolio Loans","(0.21)","%","","(0.04)","%","","0.20","%","","(0.07)","%"]]
[[/GREPCENT_TABLE]]

In 2023, we recorded loan net charge offs of $1.00 million compared to loan net recoveries of $0.01 million in 2022 and loan net recoveries of $2.04 million in 2021. The net charge offs in 2023 primarily reflect modest losses in the commercial and installment loan portfolios. The net recoveries in 2022 and 2021 primarily reflect reduced levels of non-performing loans, improvement in collateral liquidation values and ongoing collection efforts on previously charged-off loans.

Deposits and borrowings. Historically, the loyalty of our customer base has allowed us to price deposits competitively, contributing to a net interest margin that compares favorably to our peers. However, we still face a significant amount of competition for deposits within many of the markets served by our branch network, which limits our ability to materially increase deposits without adversely impacting the weighted-average cost of core deposits.

To attract new core deposits, we have implemented various account acquisition strategies as well as branch staff sales training. Account acquisition initiatives have historically generated increases in customer relationships. Over the past several years, we have also expanded our treasury management products and services for commercial businesses and municipalities or other governmental units and have also increased our sales calling efforts in order to attract additional deposit relationships from these sectors. We view long-term core deposit growth as an important objective. Core deposits generally provide a more stable and lower cost source of funds than alternative sources such as short-term borrowings. (See “Liquidity and capital resources.”)

Deposits totaled $4.62 billion and $4.38 billion at December 31, 2023 and 2022, respectively. The $243.8 million increase in deposits during 2023 is due to growth in reciprocal deposits, time deposits and brokered time deposits that were partially offset by decreases in non-interest bearing and savings and interest-bearing checking deposits. Reciprocal deposits totaled $832.0 million and $602.6 million at December 31, 2023 and 2022, respectively. These deposits represent demand, money market and time deposits from our customers that have been placed through the IntraFi Network. This service allows our customers to access multi-million dollar FDIC deposit insurance on deposit balances greater than the standard FDIC insurance maximum.

We cannot be sure that we will be able to maintain our current level of core deposits. In particular, those deposits that are uninsured may be susceptible to outflow. A reduction in core deposits would likely increase our need to rely on wholesale funding sources. Data relating to our deposit portfolios (excluding brokered time) follows:

47

Table of Contents

[[GREPCENT_TABLE]]
[["","December 31,"],["","2023","","2022"],["","(Dollars in thousands)"],["Uninsured deposits (1)","$","961,974","","","$","975,938"],["Uninsured deposits as a percentage of deposits","22.2","%","","23.4","%"],["Average deposit account size","$","20.38","","","$","19.33"],["Balance of top 100 largest depositors","$","890,289","","","$","752,924"],["Balance of top 100 depositors as a percentage of deposits","20.5","%","","18.1","%"]]
[[/GREPCENT_TABLE]]

(1) These amounts exclude intercompany related deposits of $51.2 million and $55.2 million respectively. Uninsured deposits reported in our Call Report at December 31, 2023 and December 31, 2022 totaled $1,013.2 million and $1,031.2 million, respectively.

We have also implemented strategies that incorporate using federal funds purchased, other borrowings and Brokered CDs to fund a portion of our interest-earning assets. The use of such alternate sources of funds supplements our core deposits and is also a part of our asset/liability management efforts. Other borrowings, comprised primarily of borrowings from the Federal Reserve Bank ("FRB") and advances from the Federal Home Loan Bank (the “FHLB”), totaled $50.0 million and $86.0 million at December 31, 2023 and 2022.

As described above, we utilize wholesale funding, including federal funds purchased, FRB and FHLB borrowings and Brokered CDs to augment our core deposits and fund a portion of our assets. At December 31, 2023, our use of such wholesale funding sources (including reciprocal deposits) amounted to approximately $1.17 billion, or 25.0% of total funding (deposits and total borrowings, excluding subordinated debt and debentures). Because wholesale funding sources are affected by general market conditions, the availability of such funding may be dependent on the confidence these sources have in our financial condition and operations. The continued availability to us of these funding sources is not certain, and Brokered CDs may be difficult for us to retain or replace at attractive rates as they mature. Our liquidity may be constrained if we are unable to renew our wholesale funding sources or if adequate financing is not available in the future at acceptable rates of interest or at all. Our financial performance could also be affected if we are unable to maintain our access to funding sources or if we are required to rely more heavily on more expensive funding sources. In such case, our net interest income and results of operations could be adversely affected.

We have historically employed derivative financial instruments to manage our exposure to changes in interest rates. During 2023, 2022 and 2021, we entered into $134.6 million, $94.2 million and $79.0 million (original aggregate notional amounts), respectively, of interest rate swaps with commercial loan customers, which were offset with interest rate swaps that the Bank entered into with a broker-dealer. We recorded $2.05 million, $1.42 million and $0.81 million of fee income related to these transactions during 2023, 2022 and 2021, respectively. We entered into $175.0 million, $41.0 million, and $106.9 million (notional amounts) of certain derivative financial instruments (pay fixed interest rate swap and interest rate cap agreements) to hedge the fair value of certain loans and/or municipal bond securities in 2023, 2022 and 2021, respectively. We also entered into $150.0 million (notional amount) of interest rate floor agreements to manage the variability in future expected cash flows of certain commercial loans during 2023

Liquidity and capital resources. Liquidity risk is the risk of being unable to timely meet obligations as they come due at a reasonable funding cost or without incurring unacceptable losses. Our liquidity management involves the measurement and monitoring of a variety of sources and uses of funds. Our Consolidated Statements of Cash Flows categorize these sources and uses into operating, investing and financing activities. We primarily focus our liquidity management on maintaining adequate levels of liquid assets (primarily funds on deposit with the FRB and certain securities AFS) as well as developing access to a variety of borrowing sources to supplement our deposit gathering activities and provide funds for purchasing securities available for sale or originating Portfolio Loans as well as to be able to respond to unforeseen liquidity needs.

Our primary sources of funds include our deposit base, secured advances from the FHLB and FRB, federal funds purchased borrowing facilities with other banks, and access to the capital markets (for Brokered CDs). At December 31 2023, in addition to liquidity available from our normal operating, funding and investing activities we had unused credit lines with the FHLB and FRB of approximately $1,014.4 million and $515.4 million, respectively. We also had approximately $813.8 million in fair value of unpledged securities AFS and HTM at December 31, 2023, which could be pledged for an estimated additional borrowing capacity at the FHLB and FRB of approximately $754.6 million.

48

Table of Contents

TIME DEPOSITS(1)

The following table summarizes time deposits in amounts less than $250,000 and in amounts of $250,000 or more, by time remaining until maturity at December 31, 2023:

[[GREPCENT_TABLE]]
[["","Less than $250,000","","Greater than $250,000","","Total"],["","(In thousands)"],["Three months or less","$","365,228","","","$","102,526","","","$","467,754"],["Over three through six months","236,409","","","47,147","","","283,556"],["Over six months through one year","113,205","","","24,261","","","137,466"],["Over one year","26,661","","","2,634","","","29,295"],["Total","$","741,503","","","$","176,568","","","$","918,071"]]
[[/GREPCENT_TABLE]]

__________________________

(1)Includes time deposits, brokered time deposits and reciprocal time deposits

At December 31, 2023, we had $888.8 million of time deposits (see note #8 to the Consolidated Financial Statements) that mature in the next 12 months. Historically, a majority of these maturing time deposits are renewed by our customers. Additionally, $3.70 billion of our deposits at December 31, 2023, were in account types from which the customer could withdraw the funds on demand. Changes in the balances of deposits that can be withdrawn upon demand are usually predictable and the total balances of these accounts have generally grown or have been stable over time as a result of our marketing and promotional activities. However, there can be no assurance that historical patterns of renewing time deposits or overall growth or stability in deposits will continue in the future.

We have developed contingency funding plans that stress test our liquidity needs that may arise from certain events such as an adverse change in our financial metrics (for example, credit quality or regulatory capital ratios). Our liquidity management also includes periodic monitoring that measures quick assets (defined generally as highly liquid or short-term assets) to total assets, short-term liability dependence and basic surplus (defined as quick assets less volatile liabilities to total assets). Policy limits have been established for our various liquidity measurements and are monitored on a quarterly basis. In addition, we also prepare cash flow forecasts that include a variety of different scenarios.

We believe that we currently have adequate liquidity at our Bank because of our cash and cash equivalents, our portfolio of securities AFS, our access to secured advances from the FHLB and FRB, and our ability to issue Brokered CDs.

We also believe that the available cash on hand at the parent company (including time deposits) of approximately $46.5 million as of December 31, 2023, provides sufficient liquidity resources at the parent company to meet operating expenses, to make interest payments on the subordinated debt and debentures, and, along with dividends from the Bank, to pay projected cash dividends on our common stock.

In the normal course of business we enter into certain contractual obligations. Such obligations include requirements to make future payments on debt and lease arrangements, contractual commitments for capital expenditures, and service contracts.

Effective management of capital resources is critical to our mission to create value for our shareholders. In addition to common stock, our capital structure also currently includes subordinated debt and cumulative trust preferred securities.

49

Table of Contents

CAPITALIZATION

[[GREPCENT_TABLE]]
[["","December 31,"],["","2023","","2022"],["","(In thousands)"],["Subordinated debt","$","39,510","","","$","39,433"],["Subordinated debentures","39,728","","","39,660"],["Amount not qualifying as regulatory capital","(734)","","","(657)"],["Amount qualifying as regulatory capital","78,504","","","78,436"],["Shareholders\u2019 equity"],["Common stock","317,483","","","320,991"],["Retained earnings","159,108","","","119,368"],["Accumulated other comprehensive income","(72,142)","","","(92,763)"],["Total shareholders\u2019 equity","404,449","","","347,596"],["Total capitalization","$","482,953","","","$","426,032"]]
[[/GREPCENT_TABLE]]

In May 2020, we issued $40.0 million of fixed to floating subordinated notes with a ten year maturity and a five year call option. The initial coupon rate is 5.95% fixed for five years and then floats at the Secured Overnight Financing Rate (“SOFR”) plus 5.825%. These notes are presented in the Consolidated Statement of Financial Condition under the caption “Subordinated debt” and the December 31, 2023 and 2022 balance of $39.5 million and $39.4 million, respectively, is net of remaining unamortized deferred issuance costs of $0.5 million at those same dates, that are being amortized through the maturity date into interest expense on other borrowings and subordinated debt and debentures in our Consolidated Statement of Operations.

We currently have four special purpose entities with $39.7 million of outstanding cumulative trust preferred securities. These special purpose entities issued common securities and provided cash to our parent company that in turn issued subordinated debentures to these special purpose entities equal to the trust preferred securities and common securities. The subordinated debentures represent the sole asset of the special purpose entities. The common securities and subordinated debentures are included in our Consolidated Statements of Financial Condition.

The FRB has issued rules regarding trust preferred securities as a component of the Tier 1 capital of bank holding companies. The aggregate amount of trust preferred securities (and certain other capital elements) are limited to 25 percent of Tier 1 capital elements, net of goodwill (net of any associated deferred tax liability). The amount of trust preferred securities and certain other elements in excess of the limit can be included in Tier 2 capital, subject to restrictions. At the parent company, all of these securities qualified as Tier 1 capital at December 31, 2023 and 2022.

Common shareholders’ equity increased to $404.4 million at December 31, 2023 from $347.6 million at December 31, 2022, due primarily to earnings retention and the change in our accumulated other comprehensive income (due primarily to a change in the fair value of securities AFS). Our tangible common equity (“TCE”) totaled $374.1 million and $316.7 million, respectively, at those same dates. Our ratio of TCE to tangible assets was 7.15% and 6.37% at December 31, 2023 and 2022, respectively. TCE and the ratio of TCE to tangible assets are non-GAAP measures. TCE represents total common equity less goodwill and other intangible assets.

In December 2023, our Board of Directors authorized the 2024 share repurchase plan. Under the terms of the 2024 share repurchase plan, we are authorized to buy back up to 1,100,000 shares, or approximately 5%, of our outstanding common stock. This repurchase plan commenced on January 1, 2024, and is expected to last through December 31, 2024.

In December 2022, our Board of Directors authorized the 2023 share repurchase plan. Under the original terms of the share repurchase plan, we were authorized to buy back 1,100,000 shares, or approximately 5% of our outstanding common stock. The share repurchase plan expired on December 31, 2023. We repurchased 298,601 shares during 2023 at an average cost of $17.27 per share.

We currently pay a quarterly cash dividend on our common stock. The annual total dividends paid were $0.92, $0.88 and $0.84 per share for 2023, 2022 and 2021, respectively. We currently favor a dividend payout ratio between 30% and 50% of net income.

50

Table of Contents

As of December 31, 2023 and 2022, our Bank (and holding company) continued to meet the requirements to be considered “well-capitalized” under federal regulatory standards (also see note #20 to the Consolidated Financial Statements).

Asset/liability management. Interest-rate risk is created by differences in the cash flow characteristics of our assets and liabilities. Options embedded in certain financial instruments, including caps on adjustable-rate loans as well as borrowers’ rights to prepay fixed-rate loans, also create interest-rate risk.

Our asset/liability management efforts identify and evaluate opportunities to structure our assets and liabilities in a manner that is consistent with our mission to maintain profitable financial leverage within established risk parameters. We evaluate various opportunities and alternate asset/liability management strategies carefully and consider the likely impact on our risk profile as well as the anticipated contribution to earnings. The marginal cost of funds is a principal consideration in the implementation of our asset/liability management strategies, but such evaluations further consider interest-rate and liquidity risk as well as other pertinent factors. We have established parameters for interest-rate risk. We regularly monitor our interest-rate risk and report at least quarterly to our board of directors.

We employ simulation analyses to monitor our interest-rate risk profile and evaluate potential changes in our net interest income and market value of portfolio equity that result from changes in interest rates. The purpose of these simulations is to identify sources of interest-rate risk inherent in our Consolidated Statements of Financial Condition. The simulations do not anticipate any actions that we might initiate in response to changes in interest rates and, accordingly, the simulations do not provide a reliable forecast of anticipated results. The simulations are predicated on immediate, permanent and parallel shifts in interest rates and generally assume that current loan and deposit pricing relationships remain constant. The simulations further incorporate assumptions relating to changes in customer behavior, including changes in prepayment rates on certain assets and liabilities. At December 31, 2023, both our interest rate risk profile as measured by our short term earnings simulation and our longer term interest rate risk measure based on changes in economic value indicates exposure to rising rates. These measures have increased modestly from December 31, 2022 as an adverse impact of changes in our deposit mix were largely offset by a favorable impact of additional hedging and term funding transactions. In addition, at December 31, 2023 our simulation base-rate scenario for market value of portfolio equity declined from December 31, 2022 due primarily to the changes in our funding mix. We are carefully monitoring the change in our funding mix as well as the composition of our earning assets and the impact of potential future changes in interest rates on our changes in market value of portfolio equity and changes in net interest income. As a result, we may add some longer-term borrowings, may utilize derivatives (interest rate swaps, interest rate caps and interest rate floors) to manage interest rate risk and may continue to sell some fixed rate jumbo and other portfolio mortgage loans in the future.

51

Table of Contents

CHANGES IN MARKET VALUE OF PORTFOLIO EQUITY, NET INTEREST INCOME AND NET INTEREST MARGIN

[[GREPCENT_TABLE]]
[["Change in Interest Rates","","MarketValue ofPortfolioEquity(1)","","Percent Change","","NetInterestIncome(2)","","Percent Change","","Net Interest Margin(3)","","Percent Change"],["","","(Dollars in thousands)"],["December 31, 2023"],["200 basis point rise","","$","447,600","","","(17.29)","%","","$","166,000","","","(2.06)","%","","3.30","%","","(2.37)","%"],["100 basis point rise","","494,500","","","(8.63)","","","168,300","","","(0.71)","","","3.35","","","(0.89)"],["Base-rate scenario","","541,200","","","\u2014","","","169,500","","","\u2014","","","3.38","","","\u2014"],["100 basis point decline","","582,800","","","7.69","","","169,000","","","(0.29)","","","3.36","","","(0.59)"],["200 basis point decline","","603,200","","","11.46","","","167,800","","","(1.00)","","","3.34","","","(1.18)"],["December 31, 2022"],["200 basis point rise","","$","457,800","","","(15.86)","%","","$","165,800","","","(0.90)","%","","3.46","%","","(0.86)","%"],["100 basis point rise","","500,700","","","(7.98)","","","167,000","","","(0.18)","","","3.49","","","\u2014"],["Base-rate scenario","","544,100","","","\u2014","","","167,300","","","\u2014","","","3.49","","","\u2014"],["100 basis point decline","","586,400","","","7.77","","","166,600","","","(0.42)","","","3.48","","","(0.29)"],["200 basis point decline","","608,800","","","11.89","","","164,000","","","(1.97)","","","3.42","","","(2.01)"]]
[[/GREPCENT_TABLE]]

__________________________

(1)Simulation analyses calculate the change in the net present value of our assets and liabilities, including debt and related financial derivative instruments, under parallel shifts in interest rates by discounting the estimated future cash flows using a market-based discount rate. Cash flow estimates incorporate anticipated changes in prepayment speeds and other embedded options.

(2)Simulation analyses calculate the change in net interest income under immediate parallel shifts in interest rates over the next twelve months, based upon a static Consolidated Statement of Financial Condition, which includes debt and related financial derivative instruments, and do not consider loan fees or loan origination costs.

(3)Simulation analyses calculate the change in tax equivalent net interest income as a percent of average interest-earning assets (the “net interest margin”) under immediate parallel shifts in interest rates over the next twelve months, based upon a static statement of financial condition, which includes debt and related financial derivative instruments, and do not consider loan fees or loan origination costs.

Accounting Standards Update. See note #1 to the Consolidated Financial Statements included elsewhere in this report for details on recently issued accounting pronouncements and their impact on our consolidated financial statements.

FAIR VALUATION OF FINANCIAL INSTRUMENTS

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) topic 820 - “Fair Value Measurements and Disclosures” (“FASB ASC topic 820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

We utilize fair value measurements to record fair value adjustments to certain financial instruments and to determine fair value disclosures. FASB ASC topic 820 differentiates between those assets and liabilities required to be carried at fair value at every reporting period (“recurring”) and those assets and liabilities that are only required to be adjusted to fair value under certain circumstances (“nonrecurring”). Securities AFS, loans held for sale, carried at fair value, derivatives and capitalized mortgage loan servicing rights are financial instruments recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record at fair value other financial assets on a nonrecurring basis, such as loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or fair value accounting or write-downs of individual assets. See note #21 to the Consolidated

52

Table of Contents

Financial Statements for a complete discussion on our use of fair valuation of financial instruments and the related measurement techniques.

LITIGATION MATTERS

We are involved in various litigation matters in the ordinary course of business. At the present time, we do not believe any of these matters will have a significant impact on our consolidated financial position or results of operations. The aggregate amount we have accrued for losses we consider probable as a result of these litigation matters is immaterial. However, because of the inherent uncertainty of outcomes from any litigation matter, we believe it is reasonably possible we may incur losses in addition to the amounts we have accrued. At this time, we estimate the maximum amount of additional losses that are reasonably possible is insignificant. However, because of a number of factors, including the fact that certain of these litigation matters are still in their early stages, this maximum amount may change in the future.

The litigation matters described in the preceding paragraph primarily include claims that have been brought against us for damages, but do not include litigation matters where we seek to collect amounts owed to us by third parties (such as litigation initiated to collect delinquent loans). These excluded, collection-related matters may involve claims or counterclaims by the opposing party or parties, but we have excluded such matters from the disclosure contained in the preceding paragraph in all cases where we believe the possibility of us paying damages to any opposing party is remote.

CRITICAL ACCOUNTING POLICIES

Our accounting and reporting policies are in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry. Accounting and reporting policies for the ACL and capitalized mortgage loan servicing rights are deemed critical since they involve the use of estimates and require significant management judgments. Application of assumptions different than those that we have used could result in material changes in our financial position or results of operations.

Our methodology for determining the ACL and related provision for credit losses is described above in “Portfolio Loans and asset quality.” In particular, this area of accounting requires a significant amount of judgment because a multitude of factors can influence the ultimate collection of a loan or other type of credit. It is extremely difficult to precisely measure the amount of expected credit losses in our loan portfolio. We use a rigorous process to attempt to accurately quantify the necessary ACL and related provision for credit losses, but there can be no assurance that our modeling process will successfully identify all of the expected credit losses in our loan portfolio. As a result, we could record future provisions for credit losses that may be significantly different than the levels that we recorded in prior periods. See also notes #1 and #4 to the Consolidated Financial Statements included within this report for further discussion on CECL.

At December 31, 2023 and 2022, we had approximately $42.2 million and $42.5 million, respectively, of mortgage loan servicing rights capitalized on our Consolidated Statements of Financial Condition. The fair value of our mortgage loan servicing rights has been determined based on a valuation model used by an independent third party. There are several critical assumptions involved in establishing the value of this asset including estimated future prepayment speeds on the underlying mortgage loans, the interest rate used to discount the net cash flows from the mortgage loan servicing, the estimated amount of ancillary income that will be received in the future (such as late fees) and the estimated cost to service the mortgage loans. We believe the assumptions that we utilize in our valuation are reasonable based upon accepted industry practices for valuing mortgage loan servicing rights and represent neither the most conservative or aggressive assumptions.

53

Table of Contents