Towne BankNASDAQ: TOWN

TowneBank Reports Full Year and Fourth Quarter Financial Results for 2025

SUFFOLK, Va., Jan. 28, 2026 (GLOBE NEWSWIRE) -- TowneBank (the "Company" or "Towne") (Nasdaq: TOWN) today reported financial results for the full year and fourth quarter ended December 31, 2025. For the year ended December 31, 2025, earnings were $169.53 million, or 2.21 per diluted share, compared to $161.36 million, or 2.15 per diluted share, for the year ended December 31, 2024. Excluding certain items affecting comparability, core earnings (non-GAAP) for 2025 were $231.55 million, or $3.02 per diluted share, compared to $163.24 million, or $2.17 per diluted share, for 2024. Earnings in the fourth quarter of 2025 were $40.63 million, or 0.51 per diluted share, compared to fourth quarter 2024 earnings of $39.97 million, or 0.53 per diluted share. Excluding certain items affecting comparability, core earnings (non-GAAP) for fourth quarter 2025 were $55.29 million, or $0.70 per diluted share, compared to $40.12 million, or $0.53 per diluted share, for fourth quarter 2024.

"We are pleased to announce record 2025 core earnings of $3.02 per share, which excludes the impacts of one-time expenses related to merger activity. This year marks a significant period of transformation for our company as we strengthened our presence in Hampton Roads, completed our expansion in the Richmond markets, and advanced our growing footprint in the Carolinas. We are firmly committed to strong credit performance, robust liquidity and healthy capital levels. As we look ahead to 2026, I want to extend my sincere appreciation to our nearly 3,000 dedicated teammates. Your leadership and commitment to our mission of Serving Others and Enriching Lives make achievements like these possible," said G. Robert Aston, Jr., Executive Chairman.

Annual Highlights for 2025 Compared to 2024:

  • Total revenues increased to $835.72 million, compared to $693.29 million in the prior year. Net interest income increased $121.00 million due to a combination of volume driven increases in interest income and rate driven decreases in interest expense. Additionally, noninterest income increased $21.43 million compared to prior year.

  • Completed acquisitions of Old Point Financial Corporation ("Old Point") and Village Bank and Trust Financial Corp. ("Village") added a total of $1.53 billion in loans, $283.14 million in securities, and $1.85 billion in deposits, $0.54 billion of which was noninterest-bearing.

  • Loans held for investment increased $1.88 billion, or 16.38%, from December 31, 2024.

  • Total deposits were $16.51 billion, an increase of $2.07 billion, or 14.35%, compared to prior year.

  • Noninterest-bearing deposits increased 19.28% to $5.07 billion and represented 30.73% of total deposits at December 31, 2025.

  • Return on average common shareholders' equity was 7.53%, and return on average tangible common shareholders' equity (non-GAAP) was 11.06%.

  • Net interest margin was 3.40% and taxable equivalent net interest margin (non-GAAP) was 3.42% compared to a prior year net interest margin of 2.87% and taxable equivalent net interest margin (non-GAAP) of 2.90%.

  • Effective tax rate of 18.87% compared to 14.58% in 2024. The increase in the effective rate in the current year was primarily due to a decreased benefit from tax losses and credits related to LIHTC investment properties, an increase in state tax expense and nondeductible expenses related to acquisitions.

Highlights for Fourth Quarter 2025:

  • Total revenues were $219.94 million in fourth quarter 2025, an increase of $44.40 million, or 25.29%, from the prior year quarter. This increase was attributable to a combination of increased loan volume, margin expansion, and income from acquisitions, including a full quarter of contribution from the Old Point transaction. Net interest income increased $40.91 million, or 34.65%, driven by increases in loan interest income slightly offset by decreases in deposit costs between quarters. Noninterest income increased $3.49 million, or 6.07%, compared to the prior year quarter.

  • Loans held for investment decreased $43.23 million, or 0.32%, from September 30, 2025.

  • Total deposits decreased $21.82 million, or 0.13%, compared to September 30, 2025.

  • Noninterest-bearing deposits decreased $66.33 million, or 5.12% on an annualized basis, compared to the linked quarter.

  • In the quarter ended December 31, 2025, annualized return on average common shareholders' equity was 6.69% and annualized return on average tangible common shareholders' equity (non-GAAP) was 10.36%.

  • Net interest margin was 3.56% and taxable equivalent net interest margin (non-GAAP) was 3.58% compared to the prior year quarter net interest margin of 2.99% and taxable equivalent net interest margin (non-GAAP) of 3.02%.

  • Effective tax rate of 23.72% compared to 13.86% in fourth quarter 2024 and 16.82% in the linked quarter. The increase in the effective tax rate from fourth quarter 2024 to 2025 was primarily due to a decreased benefit from tax loss and credits related to LIHTC investment properties and limitations on the deductibility of deferred executive compensation.

“Our resilient balance sheet and disciplined risk-management practices position our company to act strategically amid a shifting landscape and broader macroeconomic challenges. I am pleased with our ability to announce and close multiple transactions, responsibly deploy capital, and deliver year-over-year growth in tangible book value. As we move into 2026, our focus will be on continuing to integrate our recent partnerships, aggressively recruiting talent, and expanding our products and services to sustain our earnings growth momentum," said William I. Foster III, President and Chief Executive Officer.

Quarterly Net Interest Income:

  • Net interest income was $158.96 million compared to $118.06 million for the quarter ended December 31, 2024. Acquisition-driven growth, coupled with higher yields on interest earning assets were further enhanced by a sequential decline in deposit costs.

  • Taxable equivalent net interest margin (non-GAAP) was 3.58%, including purchase accounting accretion of 15 basis points, compared to 3.02%, including purchase accounting accretion of 4 basis points, for fourth quarter 2024.

  • On an average basis, loans held for investment had a yield of 5.66%, which represented 75.31% of earning assets, in the fourth quarter of 2025, compared to a yield of 5.41%, and 72.90% of earning assets, in the fourth quarter of 2024.

  • Total cost of deposits decreased to 1.65% from 1.75% in the linked quarter and 2.07% in the quarter ended December 31, 2024.

  • Average interest-earning assets totaled $17.73 billion at December 31, 2025 compared to $15.71 billion at December 31, 2024, an increase of 12.83%.

  • Average interest-bearing liabilities totaled $11.75 billion, an increase of $1.29 billion, or 12.35%, compared to the prior year.

Quarterly Provision for Credit Losses:

  • The provision for credit losses was a benefit of $0.17 million in the current quarter compared to an expense of $15.28 million in the linked quarter, and $1.61 million one year ago.

  • The allowance for credit losses on loans decreased $1.83 million, compared to the linked quarter.   The decrease in the allowance was primarily driven by the combination of a slight decline in the loan portfolio and improvements in the macroeconomic forecast scenarios utilized in our models.

  • Net charge-offs were $1.95 million compared to $0.38 million one year prior and $0.25 million in the linked quarter. The primary source of net charge-offs in fourth quarter 2025 was $1.12 million in commercial and industrial loans and $0.79 million in indirect loans. The ratio of net charge-offs to average loans on an annualized basis was 0.06% in fourth quarter 2025, and 0.01% in both fourth quarter 2024 and in the linked quarter.

  • The allowance for credit losses on loans represented 1.10% of total loans at December 31, 2025, 1.08% at December 31, 2024, and 1.11% at September 30, 2025.

Quarterly Noninterest Income:

  • Total noninterest income was $60.98 million compared to $57.49 million in 2024, an increase of $3.49 million, or 6.07%.

  • Residential mortgage banking income was $11.54 million compared to $11.27 million in fourth quarter 2024. Loan volume in the current quarter was $0.62 billion, with purchase activity comprising 82.23%. Loan volume in fourth quarter 2024 was $0.57 billion, with purchase activity of 89.46%. A brief drop in rates during the fourth quarter resulted in an increase in refinance activity.

  • Gross margins on residential mortgages decreased 6 basis points from 3.25% in fourth quarter 2024 to 3.19% in the current quarter, and 13 basis points from 3.32%, when compared to the linked quarter.

  • Property management income increased 28.00%, or $1.84 million, in comparison to fourth quarter 2024 driven by changes in fee structure and improved results at our Maryland and Tennessee properties.

  • Total insurance commissions and other income decreased 0.62%, to $23.12 million in the fourth quarter of 2025 compared to the fourth quarter of 2024.

  • Investment commissions increased $191 thousand, or 5.98%, driven by higher production levels.

Quarterly Noninterest Expense:

  • Total noninterest expense was $166.63 million compared to $127.44 million, an increase of $39.19 million, or 30.75%. Primary sources of the increase were salary and benefits expense and acquisition-related expense.

  • An increase in banking personnel related to the Village and Old Point acquisitions represented $5.75 million of the increase compared to fourth quarter of 2024. Additional factors contributing to the $10.69 million increase in salaries were annual base salary adjustments that went into effect mid-September 2025 and performance-based incentives.

  • The acquisition of Village and Old Point in 2025 as well as expenses related to the acquisition of Dogwood State Bank which was completed on January 12, 2026 resulted in $18.26 million in acquisition-related expense in the quarter.

Consolidated Balance Sheet Highlights:

  • Total assets were $19.69 billion at December 31, 2025, an increase of $2.45 billion, or 14.21%, compared to $17.24 billion at December 31, 2024. Combined assets obtained through the acquisition of Village and Old Point totaled $2.15 billion.

  • Loans held for investment increased $1.88 billion, or 16.38%, compared to year end 2024, but declined $43.23 million compared to the linked quarter, primarily in real estate multi-family loans. Acquired loans held for investment totaled $1.53 billion in 2025.

  • Mortgage loans held for sale decreased $46.02 million, or 22.96%, compared to prior year and $58.06 million, or 27.32%, from the linked quarter.

  • Total deposits increased $2.07 billion, or 14.35%, compared to December 31, 2024, but declined $21.82 million, or 0.13%, compared to the linked quarter. Deposits acquired in 2025 totaled $1.85 billion, including $544.61 million in noninterest-bearing deposits.

  • Noninterest-bearing deposits increased $820.10 million, or 19.28%, compared to prior year, and decreased $66.33 million, or 1.29%, compared to the linked quarter.

  • Total loans held for investment to total deposits were 80.78% compared to 80.93% at September 30, 2025 and 79.37% at December 31, 2024.

  • Total borrowings increased $74.24 million, or 25.00%, from prior year. Acquired borrowings totaled $91.18 million.

Investment Securities:

  • Total investment securities were $2.90 billion compared to $2.87 billion at September 30, 2025 and $2.59 billion at December 31, 2024. The weighted average duration of the portfolio at December 31, 2025 was 3.2 years. The carrying value of the AFS debt securities portfolio included $73.07 million in net unrealized losses, related to changes in interest rates, at December 31, 2025 compared to $155.28 million in net unrealized losses at December 31, 2024.

Loans and Asset Quality:

  • Total loans held for investment were $13.34 billion at December 31, 2025 compared to $13.38 billion at September 30, 2025 and $11.46 billion at December 31, 2024.

  • Nonperforming assets were $14.36 million, or 0.07% of total assets, compared to $7.87 million, or 0.05% of total assets, at December 31, 2024.

  • Nonperforming loans were 0.09% of period end loans at December 31, 2025 and 0.06% at December 31, 2024.

  • Foreclosed property totaled $2.63 million at December 31, 2025, and consisted of $879 thousand in former bank premises, $401 thousand in other real estate, and $1.35 million in repossessed autos. Foreclosed property consisted of repossessed autos totaling $443 thousand at December 31, 2024.

Deposits and Borrowings:

  • Total deposits were $16.51 billion compared to $16.53 billion at September 30, 2025 and $14.44 billion at December 31, 2024.

  • Noninterest-bearing deposits were 30.73% of total deposits at December 31, 2025 compared to 31.09% at September 30, 2025 and 29.46% at December 31, 2024.

  • Total borrowings were $371.14 million compared to $362.23 million at September 30, 2025 and $296.90 million at December 31, 2024.

Capital:

  • Common equity tier 1 capital ratio of 11.34% (1).

  • Tier 1 leverage capital ratio of 9.36% (1).

  • Tier 1 risk-based capital ratio of 11.39% (1).

  • Total risk-based capital ratio of 14.14% (1).

  • Book value per share was $30.67 compared to $30.27 at September 30, 2025 and $28.33 at December 31, 2024.

  • Tangible book value per share (non-GAAP) was $21.93 compared to $21.49 at September 30, 2025 and $21.44 at December 31, 2024.

(1) Preliminary.

Immaterial Correction of an Error
During the fourth quarter of fiscal 2025, we identified an immaterial error related to our accrual of property management income, resulting in timing differences in the recording of noninterest income, provision for income taxes, and net income attributable to noncontrolling interests in 2024 and 2025. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we evaluated the errors and determined that the related impact was not material to results of operations, financial position, or cash flows for any historical annual or interim period. Prior year amounts have been adjusted to reflect the immaterial correction, which (i) overstated accounts receivable and property management income, net $464 thousand, (ii) overstated and understated income tax expense and overstated income tax receivable each by $104 thousand, (iii) understated income attributable to noncontrolling interest by $40 thousand, in each case as of the year ended December 31, 2024.

Annual Meeting of Shareholders:

TowneBank intends to hold its 2026 Annual Meeting of Shareholders at 11:30 a.m. on Wednesday, May 20, 2026 at the Virginia Beach Convention Center, 1000 19th Street in Virginia Beach, Virginia.

About TowneBank:
Founded in 1999, TowneBank is a company built on relationships, offering a full range of banking and other financial services, with a focus of serving others and enriching lives. Dedicated to a culture of caring, Towne values all employees and members by embracing their diverse talents, perspectives, and experiences.

Today, TowneBank operates over 70 banking offices throughout Hampton Roads and Central Virginia, Eastern and Central North Carolina, the Greenville and upstate region of South Carolina, and Charleston, South Carolina – serving as a local leader in promoting the social, cultural, and economic growth in each community. Towne offers a competitive array of business and personal banking solutions, delivered with only the highest ethical standards. Experienced local bankers providing a higher level of expertise and personal attention with local decision-making are key to the TowneBank strategy. TowneBank has grown its capabilities beyond banking to provide expertise through its affiliated companies that include Towne Wealth Management, Towne Insurance Agency, Towne Benefits, TowneBank Mortgage, TowneBank Commercial Mortgage, Berkshire Hathaway HomeServices RW Towne Realty, Towne 1031 Exchange, Towne Vacations, and Towne Trust Company, N.A.. With total assets of $19.69 billion as of December 31, 2025, TowneBank is one of the largest banks headquartered in Virginia.

Non-GAAP Financial Measures:

This press release contains certain financial measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Such non-GAAP financial measures include the following: fully tax-equivalent net interest margin, core operating earnings, core net income, tangible book value per common share, total risk-based capital ratio, tier one leverage ratio, tier one capital ratio, and the tangible common equity to tangible assets ratio. Management uses these non-GAAP financial measures to assess the performance of TowneBank’s core business and the strength of its capital position. Management believes that these non-GAAP financial measures provide meaningful additional information about TowneBank to assist investors in evaluating operating results, financial strength, and capitalization. The non-GAAP financial measures should be considered as additional views of the way our financial measures are affected by significant charges for credit costs and other factors. These non-GAAP financial measures should not be considered as a substitute for operating results determined in accordance with GAAP and may not be comparable to other similarly titled measures of other companies. The computations of the non-GAAP financial measures used in this presentation are referenced in a footnote or in the appendix to this presentation.

Forward-Looking Statements:
This press release contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, but instead represent only the beliefs, expectations, or opinions of TowneBank and its management regarding future events, many of which, by their nature, are inherently uncertain. Forward-looking statements may be identified by the use of such words as: "believe," "expect," "anticipate," "intend," "plan,” "estimate," or words of similar meaning, or future or conditional terms, such as "will," "would," "should," "could," "may," "likely," "probably," or "possibly." These statements may address issues that involve significant risks, uncertainties, estimates, and assumptions made by management. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include among others, competitive pressures in the banking industry that may increase significantly; changes in the interest rate environment that may reduce margins and/or the volumes and values of loans made or held as well as the value of other financial assets held; an unforeseen outflow of cash or deposits or an inability to access the capital markets, which could jeopardize our overall liquidity or capitalization; changes in the creditworthiness of customers and the possible impairment of the collectability of loans; insufficiency of our allowance for credit losses due to market conditions, inflation, changing interest rates or other factors; adverse developments in the financial industry generally, such as the 2023 bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior; general economic conditions, either nationally or regionally, that may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit or other services; geopolitical instability, including wars, conflicts, trade restrictions and tariffs, civil unrest, and terrorist attacks and the potential impact, directly or indirectly, on our business; the effects of weather-related or natural disasters, which may negatively affect our operations and/or our loan portfolio and increase our cost of conducting business; public health events (such as the COVID-19 pandemic) and governmental and societal responses to them; changes in the legislative or regulatory environment, including changes in accounting standards and tax laws and changes impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies, that may adversely affect our business; our ability to successfully integrate the businesses from past and future acquisitions, including our recent mergers with Old Point Financial Corporation and Dogwood State Bank, to the extent that that process may take longer or be more difficult, time-consuming, or costly to accomplish than expected; deposit attrition, operating costs, customer losses, and business disruption associated with recently completed acquisitions, including reputational risk and adverse effects on relationships with employees, customers or other business partners, that may be greater than expected; costs or difficulties related to the integration of the businesses that we have acquired that may be greater than expected; expected growth opportunities or cost savings associated with recently completed acquisitions that may not be fully realized or realized within the expected time frame; the diversion of management's attention and time from ongoing business operations and opportunities on merger and integration related matters; the introduction of new lines of business or new products and services; cybersecurity threats or attacks, whether directed at us or at vendors or other third parties with which we interact, the implementation of new technologies, and the ability to develop and maintain reliable electronic systems; competitors that may have greater financial resources and develop products that enable them to compete more successfully; changes in business conditions; and changes in the securities market; and changes in our local economy with regard to our market area, including any adverse impact of actual and proposed cuts to federal spending, including defense, security and military spending, on the economy. Any forward-looking statements made by us or on our behalf speak only as of the date they are made or as of the date indicated, and we do not undertake any obligation to update forward-looking statements as a result of new information, future events, or otherwise. For additional information on factors that could materially influence forward-looking statements included in this report, see the "Risk Factors" in TowneBank’s Annual Report on Form 10-K for the year ended December 31, 2024, and related disclosures in other filings that have been, or will be, filed by TowneBank with the Federal Deposit Insurance Corporation.

Media contact:
G. Robert Aston, Jr., Executive Chairman, 757-638-6780
William I. Foster III, President and Chief Executive Officer, 757-417-6482

Investor contact:
William B. Littreal, Chief Financial Officer, 757-638-6813

TOWNEBANK

Selected Financial Highlights (unaudited)

(dollars in thousands, except per share data)

Three Months Ended

December 31,

September 30,

June 30,

March 31,

December 31,

2025

2025

2025

2025

2024

Income and Performance Ratios:

Total revenue

$

219,943

$

222,584

$

210,093

$

183,096

$

175,546

Net income

40,850

44,612

41,319

44,009

40,067

Net income available to common shareholders

40,630

44,295

40,887

43,714

39,967

Net income per common share - diluted

0.51

0.58

0.54

0.58

0.53

Book value per common share

30.67

30.27

29.41

29.00

28.33

Book value per share - tangible(non-GAAP)

21.93

21.49

21.80

22.17

21.44

Return on average assets

0.82

%

0.94

%

0.91

%

1.03

%

0.92

%

Return on average assets - tangible(non-GAAP)

0.94

%

1.05

%

1.01

%

1.12

%

1.00

%

Return on average equity

6.67

%

7.72

%

7.52

%

8.21

%

7.40

%

Return on average equity - tangible(non-GAAP)

10.32

%

11.39

%

10.94

%

11.39

%

10.36

%

Return on average common equity

6.69

%

7.75

%

7.54

%

8.27

%

7.46

%

Return on average common equity - tangible(non-GAAP)

10.36

%

11.45

%

10.99

%

11.50

%

10.46

%

Noninterest income as a percentage of total revenue

27.73

%

33.98

%

34.69

%

34.20

%

32.75

%

Regulatory Capital Ratios (1):

Common equity tier 1

11.34

%

11.18

%

11.77

%

12.75

%

12.77

%

Tier 1

11.39

%

11.23

%

11.82

%

12.87

%

12.89

%

Total

14.14

%

13.98

%

14.49

%

15.65

%

15.68

%

Tier 1 leverage ratio

9.36

%

9.84

%

9.93

%

10.61

%

10.36

%

Asset Quality:

Allowance for credit losses on loans to nonperforming loans

12.57x

19.38x

16.81x

19.15x

16.69x

Allowance for credit losses on loans to period end loans

1.10

%

1.11

%

1.09

%

1.08

%

1.08

%

Nonperforming loans to period end loans

0.09

%

0.06

%

0.06

%

0.06

%

0.06

%

Nonperforming assets to period end assets

0.07

%

0.05

%

0.05

%

0.04

%

0.05

%

Net charge-offs (recoveries) to average loans (annualized)

0.06

%

0.01

%

—

%

0.02

%

0.01

%

Net charge-offs (recoveries)

$

1,948

$

254

$

19

$

626

$

382

Nonperforming loans

$

11,726

$

7,698

$

7,982

$

6,586

$

7,424

Former bank premises

879

885

—

—

—

Foreclosed property

1,754

1,798

1,306

786

443

Total nonperforming assets

$

14,359

$

10,381

$

9,288

$

7,372

$

7,867

Loans past due 90 days and still accruing interest

$

890

$

1,863

$

210

$

15

$

1,264

Allowance for credit losses on loans

$

147,343

$

149,175

$

134,187

$

126,131

$

123,923

Mortgage Banking:

Loans originated, mortgage

$

504,732

$

491,921

$

494,108

$

300,699

$

385,238

Loans originated, joint venture

118,597

144,440

177,359

144,495

180,188

Total loans originated

$

623,329

$

636,361

$

671,467

$

445,194

$

565,426

Number of loans originated

1,551

1,679

1,750

1,181

1,489

Number of originators

161

169

166

161

160

Purchase %

82.23

%

91.84

%

92.37

%

89.94

%

89.46

%

Loans sold

$

652,853

$

657,822

$

596,009

$

475,518

$

629,120

Rate lock asset

$

1,145

$

2,213

$

2,186

$

1,880

$

1,150

Gross realized gain on sales and fees as a % of loans originated

3.19

%

3.32

%

3.13

%

3.18

%

3.25

%

Other Ratios:

Net interest margin

3.56

%

3.48

%

3.38

%

3.14

%

2.99

%

Net interest margin-fully tax equivalent(non-GAAP)

3.58

%

3.50

%

3.40

%

3.17

%

3.02

%

Average earning assets/total average assets

89.96

%

90.03

%

90.23

%

90.32

%

90.57

%

Average loans/average deposits

80.57

%

80.92

%

81.09

%

80.01

%

78.71

%

Average noninterest deposits/total average deposits

31.28

%

31.30

%

30.88

%

29.68

%

30.14

%

Period end equity/period end total assets

12.34

%

12.18

%

12.19

%

12.58

%

12.46

%

Efficiency ratio(non-GAAP)

73.37

%

67.08

%

69.82

%

70.41

%

70.92

%

(1) Regulatory capital ratios are preliminary.

TOWNEBANK

Selected Data (unaudited)

(dollars in thousands)

Investment Securities

% Change

Q4

Q4

Q3

Q4 25 vs.

Q4 25 vs.

Available-for-sale securities, at fair value

2025

2024

2025

Q4 24

Q3 25

U.S. agency securities

$

365,644

$

293,917

$

364,889

24.40

%

0.21

%

U.S. Treasury notes

83,631

28,429

83,246

194.17

%

0.46

%

Municipal securities

494,380

439,115

478,711

12.59

%

3.27

%

Trust preferred and other corporate securities

142,994

95,279

143,291

50.08

%

(0.21

)%

Mortgage-backed securities issued by GSEs

1,624,747

1,497,951

1,599,812

8.46

%

1.56

%

Allowance for credit losses

(1,207

)

(1,326

)

(1,350

)

(8.97

)%

(10.59

)%

Total

$

2,710,189

$

2,353,365

$

2,668,599

15.16

%

1.56

%

Gross unrealized gains (losses) reflected in financial statements

Total gross unrealized gains

$

13,566

$

2,572

$

10,741

427.45

%

26.30

%

Total gross unrealized losses

(86,632

)

(157,851

)

(98,606

)

(45.12

)%

(12.14

)%

Net unrealized gains (losses) and other adjustments on AFS securities

$

(73,066

)

$

(155,279

)

$

(87,865

)

(52.95

)%

(16.84

)%

Held-to-maturity securities, at amortized cost

U.S. agency securities

$

48,252

$

102,622

$

68,140

(52.98

)%

(29.19

)%

U.S. Treasury notes

95,783

96,710

96,017

(0.96

)%

(0.24

)%

Municipal securities

5,464

5,366

5,439

1.83

%

0.46

%

Trust preferred corporate securities

2,068

2,121

2,081

(2.50

)%

(0.62

)%

Mortgage-backed securities issued by GSEs

5,130

5,533

5,166

(7.28

)%

(0.70

)%

Allowance for credit losses

(65

)

(77

)

(65

)

(15.58

)%

—

%

Total

$

156,632

$

212,275

$

176,778

(26.21

)%

(11.40

)%

Total gross unrealized gains

$

253

$

178

$

283

42.13

%

(10.60

)%

Total gross unrealized losses

(2,681

)

(8,647

)

(3,746

)

N/M

(28.43

)%

Net unrealized gains (losses) on HTM securities

$

(2,428

)

$

(8,469

)

$

(3,463

)

(71.33

)%

(29.89

)%

Total unrealized (losses) gains on AFS and HTM securities

$

(75,494

)

$

(163,748

)

$

(91,328

)

(53.90

)%

(17.34

)%

% Change

Loans Held For Investment

Q4

Q4

Q3

Q4 25 vs.

Q4 25 vs.

2025

2024

2025

Q4 24

Q3 25

Real estate - construction and development

$

1,266,242

$

1,082,161

$

1,239,372

17.01

%

2.17

%

Commercial real estate - owner occupied

1,932,015

1,628,731

1,910,050

18.62

%

1.15

%

Commercial real estate - non owner occupied

3,777,350

3,196,665

3,808,755

18.17

%

(0.82

)%

Real estate - multifamily

858,212

801,079

920,254

7.13

%

(6.74

)%

Residential 1-4 family

2,181,949

1,891,470

2,189,417

15.36

%

(0.34

)%

HELOC

583,725

410,594

556,386

42.17

%

4.91

%

Commercial and industrial business (C&I)

1,455,455

1,280,394

1,452,133

13.67

%

0.23

%

Government

507,586

513,039

504,543

(1.06

)%

0.60

%

Indirect

672,401

567,245

697,606

18.54

%

(3.61

)%

Consumer loans and other

100,869

87,677

100,517

15.05

%

0.35

%

Total

$

13,335,804

$

11,459,055

$

13,379,033

16.38

%

(0.32

)%

% Change

Deposits

Q4

Q4

Q3

Q4 25 vs.

Q4 25 vs.

2025

2024

2025

Q4 24

Q3 25

Noninterest-bearing demand

$

5,073,157

$

4,253,053

$

5,139,488

19.28

%

(1.29

)%

Interest-bearing:

Demand and money market accounts

8,390,884

7,329,669

8,273,987

14.48

%

1.41

%

Savings

332,752

311,841

331,168

6.71

%

0.48

%

Certificates of deposits

2,712,324

2,542,735

2,786,292

6.67

%

(2.65

)%

Total

$

16,509,117

$

14,437,298

$

16,530,935

14.35

%

(0.13

)%

TOWNEBANK

Average Balances, Yields and Rate Paid (unaudited)

(dollars in thousands)

Three Months Ended

Three Months Ended

Three Months Ended

December 31, 2025

September 30, 2025

December 31, 2024

Interest

Average

Interest

Average

Interest

Average

Average

Income/

Yield/

Average

Income/

Yield/

Average

Income/

Yield/

Balance

Expense

Rate (1)

Balance

Expense

Rate (1)

Balance

Expense

Rate (1)

Assets:

Loans (net of unearned income
and deferred costs)

$

13,352,669

$

190,556

5.66

%

$

12,662,595

$

180,361

5.65

%

$

11,455,253

$

155,710

5.41

%

Taxable investment securities

2,687,834

24,255

3.61

%

2,627,476

23,203

3.53

%

2,421,253

20,722

3.42

%

Tax-exempt investment securities

199,472

2,385

4.78

%

176,193

1,913

4.34

%

176,266

1,832

4.16

%

Total securities

2,887,306

26,640

3.69

%

2,803,669

25,116

3.58

%

2,597,519

22,554

3.47

%

Interest-bearing deposits

1,301,770

11,825

3.60

%

1,096,909

10,597

3.83

%

1,451,121

15,796

4.33

%

Mortgage loans held for sale

187,911

2,794

5.95

%

204,949

3,351

6.54

%

209,315

3,088

5.90

%

Total earning assets

17,729,656

231,815

5.19

%

16,768,122

219,425

5.19

%

15,713,208

197,148

4.99

%

Less: allowance for credit losses

(149,047

)

(139,408

)

(123,068

)

Total nonearning assets

2,126,757

1,995,385

1,758,988

Total assets

$

19,707,366

$

18,624,099

$

17,349,128

Liabilities and Equity:

Interest-bearing deposits

Demand and money market

$

8,266,287

$

42,226

2.03

%

$

7,791,983

$

43,015

2.19

%

$

7,157,076

$

43,894

2.44

%

Savings

331,959

626

0.75

%

332,403

684

0.82

%

315,414

777

0.98

%

Certificates of deposit

2,789,603

26,125

3.72

%

2,626,140

25,444

3.84

%

2,694,236

31,214

4.61

%

Total interest-bearing deposits

11,387,849

68,977

2.40

%

10,750,526

69,143

2.55

%

10,166,726

75,885

2.97

%

Borrowings

81,148

(36

)

(0.17

)%

49,111

(212

)

(1.69

)%

36,708

(151

)

(1.61

)%

Subordinated debt, net

283,601

2,764

3.90

%

267,755

2,461

3.68

%

257,667

2,261

3.51

%

Total interest-bearing liabilities

11,752,598

71,705

2.42

%

11,067,392

71,392

2.56

%

10,461,101

77,995

2.97

%

Demand deposits

5,184,356

4,898,006

4,386,911

Other noninterest-bearing liabilities

352,753

378,717

353,005

Total liabilities

17,289,707

16,344,115

15,201,017

Shareholders’ equity

2,417,659

2,279,984

2,148,111

Total liabilities and equity

$

19,707,366

$

18,624,099

$

17,349,128

Net interest income (tax-equivalent basis) (4)

$

160,110

$

148,033

$

119,153

Reconciliation of Non-GAAP Financial Measures

Tax-equivalent basis adjustment

(1,146

)

(1,081

)

(1,096

)

Net interest income (GAAP)

$

158,964

$

146,952

$

118,057

Interest rate spread (2)(4)

2.77

%

2.63

%

2.02

%

Interest expense as a percent of average earning assets

1.60

%

1.69

%

1.97

%

Net interest margin (tax-equivalent basis) (3)(4)

3.58

%

3.50

%

3.02

%

Total cost of deposits

1.65

%

1.75

%

2.07

%

(1) Yields and interest income are presented on a tax-equivalent basis using the federal statutory tax rate of 21%.
(2) Interest spread is the average yield earned on earning assets less the average rate paid on interest-bearing liabilities. Fully tax equivalent.
(3) Net interest margin is net interest income expressed as a percentage of average earning assets. Fully tax equivalent.
(4) Non-GAAP.

TOWNEBANK

Average Balances, Yields and Rate Paid (unaudited)

(dollars in thousands)

Year Ended December 31,

2025

2024

Interest

Average

Interest

Average

Average

Income/

Yield/

Average

Income/

Yield/

Balance

Expense

Rate (1)

Balance

Expense

Rate (1)

Assets:

Loans (net of unearned income and deferred costs)

$

12,467,388

$

694,504

5.57

%

$

11,431,451

$

619,505

5.42

%

Taxable investment securities

2,598,519

92,120

3.55

%

2,401,605

82,049

3.42

%

Tax-exempt investment securities

181,008

7,960

4.40

%

165,806

6,588

3.97

%

Total securities

2,779,527

100,080

3.60

%

2,567,411

88,637

3.45

%

Interest-bearing deposits

1,161,118

44,464

3.83

%

1,257,373

59,791

4.76

%

Mortgage loans held for sale

182,457

11,568

6.34

%

175,207

10,995

6.28

%

Total earning assets

16,590,490

850,616

5.13

%

15,431,442

778,928

5.05

%

Less: allowance for credit losses

(136,216

)

(125,643

)

Total nonearning assets

1,953,254

1,750,922

Total assets

$

18,407,528

$

17,056,721

Liabilities and Equity:

Interest-bearing deposits

Demand and money market

$

7,734,850

$

167,901

2.17

%

$

6,950,210

$

188,936

2.72

%

Savings

328,637

2,728

0.83

%

319,369

3,345

1.05

%

Certificates of deposit

2,629,798

102,776

3.91

%

2,679,468

126,143

4.71

%

Total interest-bearing deposits

10,693,285

273,405

2.56

%

9,949,047

318,424

3.20

%

Borrowings

48,809

(890

)

(1.80

)%

95,448

4,529

4.67

%

Subordinated debt, net

271,024

10,138

3.74

%

256,489

8,970

3.50

%

Total interest-bearing liabilities

11,013,118

282,653

2.57

%

10,300,984

331,923

3.22

%

Demand deposits

4,764,057

4,296,372

Other noninterest-bearing liabilities

368,102

374,372

Total liabilities

16,145,277

14,971,728

Shareholders' equity

2,262,251

2,084,993

Total liabilities and equity

$

18,407,528

$

17,056,721

Net interest income (tax-equivalent basis) (4)

$

567,963

$

447,005

Reconciliation of Non-GAAP Financial Measures

Tax-equivalent basis adjustment

(4,356

)

(4,400

)

Net interest income (GAAP)

$

563,607

$

442,605

Interest rate spread (2)(4)

2.56

%

1.83

%

Interest expense as a percent of average earning assets

1.70

%

2.15

%

Net interest margin (tax-equivalent basis) (3)(4)

3.42

%

2.90

%

Total cost of deposits

1.77

%

2.24

%

(1) Yields and interest income are presented on a tax-equivalent basis using the federal statutory rate of 21%.
(2) Interest spread is the average yield earned on earning assets less the average rate paid on interest-bearing liabilities. Fully tax equivalent.
(3) Net interest margin is net interest income expressed as a percentage of average earning assets. Fully tax equivalent.
(4) Non-GAAP.

TOWNEBANK

Consolidated Balance Sheets

(dollars in thousands, except per share data)

2025

2024

(unaudited)

(audited)

ASSETS

Cash and due from banks

$

129,941

$

108,750

Interest-bearing deposits at FRB

1,097,155

1,127,878

Interest-bearing deposits in financial institutions

123,553

102,847

Total Cash and Cash Equivalents

1,350,649

1,339,475

Securities available for sale, at fair value (amortized cost of $2,784,462 and $2,509,970, and allowance for credit losses of $1,207 and $1,326 at December 31, 2025 and December 31, 2024, respectively)

2,710,189

2,353,365

Securities held to maturity, at amortized cost (fair value $154,269 and $203,883 at December 31, 2025 and December 31, 2024, respectively)

156,697

212,352

Less: allowance for credit losses

(65

)

(77

)

Securities held to maturity, net of allowance for credit losses

156,632

212,275

Other equity securities

12,219

12,100

FHLB stock

16,341

12,136

Total Securities

2,895,381

2,589,876

Mortgage loans held for sale

154,444

200,460

Loans, net of unearned income and deferred costs

13,335,804

11,459,055

Less: allowance for credit losses

(147,343

)

(123,923

)

Net Loans

13,188,461

11,335,132

Premises and equipment, net

430,987

368,876

Goodwill

594,080

457,619

Other intangible assets, net

96,528

60,171

BOLI

337,425

279,802

Other assets

639,386

606,910

TOTAL ASSETS

$

19,687,341

$

17,238,321

LIABILITIES AND EQUITY

Deposits:

Noninterest-bearing demand

$

5,073,157

$

4,253,053

Interest-bearing:

Demand and money market accounts

8,390,884

7,329,669

Savings

332,752

311,841

Certificates of deposit

2,712,324

2,542,735

Total Deposits

16,509,117

14,437,298

Advances from the FHLB

52,452

3,218

Subordinated debt, net

283,870

260,001

Repurchase agreements and other borrowings

34,817

33,683

Total Borrowings

371,139

296,902

Other liabilities

378,076

357,063

TOTAL LIABILITIES

17,258,332

15,091,263

Preferred stock, authorized and unissued shares - 2,000,000

—

—

Common stock, $1.667 par: Authorized shares - 150,000,000

Issued and outstanding shares 78,964,038 in 2025 and 75,255,205 in 2024

131,633

125,455

Capital surplus

1,254,776

1,122,147

Retained earnings

1,087,343

1,000,072

Common stock issued to deferred compensation trust, at cost

1,086,290 shares in 2025 and 1,046,121 shares in 2024

(23,293

)

(21,868

)

Deferred compensation trust

23,293

21,868

Accumulated other comprehensive income (loss)

(51,685

)

(116,045

)

TOTAL SHAREHOLDERS’ EQUITY

2,422,067

2,131,629

Noncontrolling interest

6,942

15,429

TOTAL EQUITY

2,429,009

2,147,058

TOTAL LIABILITIES AND EQUITY

$

19,687,341

$

17,238,321

Property management income and net income have been revised in all periods to reflect a change in the timing of revenue recognition. This revision did not have a material impact on annual earnings.

TOWNEBANK

Consolidated Statements of Income

(dollars in thousands, except per share data)

Three Months Ended

Twelve Months Ended

December 31,

December 31,

2025

2024

2025

2024

(unaudited)

(unaudited)

(unaudited)

(audited)

INTEREST INCOME:

Loans, including fees

$

189,824

$

154,933

$

691,529

$

616,248

Investment securities

26,226

22,236

98,699

87,494

Interest-bearing deposits in financial institutions and federal funds sold

11,825

15,796

44,464

59,791

Mortgage loans held for sale

2,794

3,087

11,568

10,995

Total interest income

230,669

196,052

846,260

774,528

INTEREST EXPENSE:

Deposits

68,977

75,885

273,405

318,424

Advances from the FHLB

532

26

939

3,435

Subordinated debt, net

2,764

2,261

10,138

8,970

Repurchase agreements and other borrowings

(568

)

(177

)

(1,829

)

1,094

Total interest expense

71,705

77,995

282,653

331,923

Net interest income

158,964

118,057

563,607

442,605

PROVISION FOR CREDIT LOSSES

(169

)

1,606

23,937

(548

)

Net interest income after provision for credit losses

159,133

116,451

539,670

443,153

NONINTEREST INCOME:

Residential mortgage banking income, net

11,538

11,272

48,584

46,957

Insurance commissions and related income, net

23,120

23,265

101,013

98,562

Property management income, net

8,412

6,572

57,620

50,028

Service charges on deposit accounts

4,638

3,289

15,663

12,838

Credit card merchant fees, net

1,808

1,486

7,208

6,529

Investment commissions, net

3,386

3,195

13,318

10,953

BOLI

2,898

4,478

8,919

11,444

Other income

5,166

3,932

19,779

13,296

Net gain on investment securities

13

—

6

74

Total noninterest income

60,979

57,489

272,110

250,681

NONINTEREST EXPENSE:

Salaries and employee benefits

85,088

74,399

317,492

289,248

Occupancy

11,367

9,819

40,479

38,309

Furniture and equipment

5,315

4,850

19,751

18,619

Amortization - intangibles

5,347

3,095

16,778

12,769

Software expense

6,986

6,870

27,633

26,816

Data processing

4,236

3,788

17,210

17,011

Professional fees

2,931

3,446

11,122

15,134

Advertising and marketing

3,668

3,359

15,127

15,627

FDIC and Other Insurance

3,429

2,534

12,324

11,821

Acquisition Related Expenses

18,256

268

55,227

1,342

Other expenses

20,003

15,013

68,421

57,220

Total noninterest expense

166,626

127,441

601,564

503,916

Income before income tax expense and noncontrolling interest

53,486

46,499

210,216

189,918

Provision for income tax

12,636

6,432

39,425

27,545

Net income

$

40,850

$

40,067

$

170,791

$

162,373

Net (income) loss attributable to noncontrolling interest

(220

)

(100

)

(1,265

)

(1,017

)

Net income attributable to TowneBank

$

40,630

$

39,967

$

169,526

$

161,356

Per common share information

Basic earnings

$

0.52

$

0.53

$

2.22

$

2.15

Diluted earnings

$

0.51

$

0.53

$

2.21

$

2.15

Cash dividends declared

$

0.27

$

0.25

$

1.06

$

1.00

Property management income and net income have been revised in all periods to reflect a change in the timing of revenue recognition. This revision did not have a material impact on annual earnings.

TOWNEBANK

Consolidated Balance Sheets - Five Quarter Trend

(dollars in thousands, except per share data)

December 31,

September 30,

June 30,

March 31,

December 31,

2025

2025

2025

2025

2024

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(audited)

ASSETS

Cash and due from banks

$

129,941

$

152,647

$

149,462

$

126,526

$

108,750

Interest-bearing deposits at FRB

1,097,155

974,514

838,315

1,090,555

1,127,878

Federal funds sold and interest-bearing deposits in financial institutions

123,553

122,819

123,911

100,249

102,847

Total Cash and Cash Equivalents

1,350,649

1,249,980

1,111,688

1,317,330

1,339,475

Securities available for sale

2,710,189

2,668,599

2,553,975

2,470,171

2,353,365

Securities held to maturity

156,697

176,843

201,932

202,018

212,352

Less: allowance for credit losses

(65

)

(65

)

(67

)

(68

)

(77

)

Securities held to maturity, net of allowance for credit losses

156,632

176,778

201,865

201,950

212,275

Other equity securities

12,219

12,420

12,248

12,223

12,100

FHLB stock

16,341

16,341

13,428

12,425

12,136

Total Securities

2,895,381

2,874,138

2,781,516

2,696,769

2,589,876

Mortgage loans held for sale

154,444

212,507

238,742

168,510

200,460

Loans, net of unearned income and deferred costs

13,335,804

13,379,033

12,359,673

11,652,746

11,459,055

Less: allowance for credit losses

(147,343

)

(149,175

)

(134,187

)

(126,131

)

(123,923

)

Net Loans

13,188,461

13,229,858

12,225,486

11,526,615

11,335,132

Premises and equipment, net

430,987

422,134

392,056

373,111

368,876

Goodwill

594,080

591,691

499,709

457,619

457,619

Other intangible assets, net

96,528

101,875

74,186

57,145

60,171

BOLI

337,425

334,527

295,434

280,344

279,802

Other assets

639,386

657,731

632,382

618,990

606,910

TOTAL ASSETS

$

19,687,341

$

19,674,441

$

18,251,199

$

17,496,433

$

17,238,321

LIABILITIES AND EQUITY

Deposits:

Noninterest-bearing demand

$

5,073,157

$

5,139,488

$

4,754,340

$

4,313,553

$

4,253,053

Interest-bearing:

Demand and money market accounts

8,390,884

8,273,987

7,654,317

7,463,355

7,329,669

Savings

332,752

331,168

332,108

312,151

311,841

Certificates of deposit

2,712,324

2,786,292

2,587,951

2,519,489

2,542,735

Total Deposits

16,509,117

16,530,935

15,328,716

14,608,548

14,437,298

Advances from the FHLB

52,452

52,646

12,838

3,029

3,218

Subordinated debt, net

283,870

283,847

260,430

260,198

260,001

Repurchase agreements and other borrowings

34,817

25,740

20,847

20,875

33,683

Total Borrowings

371,139

362,233

294,115

284,102

296,902

Other liabilities

378,076

384,321

402,823

402,252

357,063

TOTAL LIABILITIES

17,258,332

17,277,489

16,025,654

15,294,902

15,091,263

Preferred stock

—

—

—

—

—

Common stock, $1.667 par value

131,633

131,574

125,728

125,679

125,455

Capital surplus

1,254,776

1,253,666

1,131,132

1,123,330

1,122,147

Retained earnings

1,087,343

1,067,578

1,044,191

1,024,937

1,000,072

Common stock issued to deferred compensation trust, at cost

(23,293

)

(24,130

)

(23,977

)

(21,969

)

(21,868

)

Deferred compensation trust

23,293

24,130

23,977

21,969

21,868

Accumulated other comprehensive income (loss)

(51,685

)

(63,370

)

(83,103

)

(87,869

)

(116,045

)

TOTAL SHAREHOLDERS’ EQUITY

2,422,067

2,389,448

2,217,948

2,186,077

2,131,629

Noncontrolling interest

6,942

7,504

7,597

15,454

15,429

TOTAL EQUITY

2,429,009

2,396,952

2,225,545

2,201,531

2,147,058

TOTAL LIABILITIES AND EQUITY

$

19,687,341

$

19,674,441

$

18,251,199

$

17,496,433

$

17,238,321

Property management income and net income have been revised in all periods to reflect a change in the timing of revenue recognition. This revision did not have a material impact on annual earnings.

TOWNEBANK

Consolidated Statements of Income - Five Quarter Trend (unaudited)

(dollars in thousands, except per share data)

Three Months Ended

December 31,

September 30,

June 30,

March 31,

December 31,

2025

2025

2025

2025

2024

INTEREST INCOME:

Loans, including fees

$

189,824

$

179,612

$

169,772

$

152,322

$

154,933

Investment securities

26,226

24,784

24,850

22,839

22,236

Interest-bearing deposits in financial institutions and federal funds sold

11,825

10,597

10,241

11,801

15,796

Mortgage loans held for sale

2,794

3,351

2,770

2,653

3,087

Total interest income

230,669

218,344

207,633

189,615

196,052

INTEREST EXPENSE:

Deposits

68,977

69,143

68,152

67,133

75,885

Advances from the FHLB

532

258

124

25

26

Subordinated debt, net

2,764

2,461

2,609

2,304

2,261

Repurchase agreements and other borrowings

(568

)

(470

)

(465

)

(325

)

(177

)

Total interest expense

71,705

71,392

70,420

69,137

77,995

Net interest income

158,964

146,952

137,213

120,478

118,057

PROVISION FOR CREDIT LOSSES

(169

)

15,276

6,410

2,420

1,606

Net interest income after provision for credit losses

159,133

131,676

130,803

118,058

116,451

NONINTEREST INCOME:

Residential mortgage banking income, net

11,538

13,123

13,561

10,361

11,272

Insurance commissions and related income, net

23,120

25,791

25,677

26,424

23,265

Property management income, net

8,412

20,449

18,207

10,553

6,572

Service charges on deposit accounts

4,638

4,056

3,642

3,327

3,289

Credit card merchant fees, net

1,808

1,909

1,794

1,697

1,486

Investment commissions, net

3,386

3,699

3,158

3,075

3,195

BOLI

2,898

2,157

1,992

1,872

4,478

Other income

5,166

4,456

4,849

5,310

3,932

Net gain/(loss) on investment securities

13

(7

)

—

—

—

Total noninterest income

60,979

75,633

72,880

62,619

57,489

NONINTEREST EXPENSE:

Salaries and employee benefits

85,088

78,964

78,362

75,078

74,399

Occupancy

11,367

9,988

9,791

9,333

9,819

Furniture and equipment

5,315

5,044

4,770

4,621

4,850

Amortization - intangibles

5,347

4,427

3,979

3,026

3,095

Software

6,986

7,518

6,835

6,293

6,870

Data processing

4,236

4,630

4,510

3,835

3,788

Professional fees

2,931

2,999

2,539

2,653

3,446

Advertising and marketing

3,668

3,759

3,228

4,472

3,359

Other expenses

41,688

36,409

36,651

21,225

17,815

Total noninterest expense

166,626

153,738

150,665

130,536

127,441

Income before income tax expense and noncontrolling interest

53,486

53,571

53,018

50,141

46,499

Provision for income tax

12,636

8,959

11,699

6,132

6,432

Net income

$

40,850

$

44,612

$

41,319

$

44,009

$

40,067

Net (income) loss attributable to noncontrolling interest

(220

)

(317

)

(432

)

(295

)

(100

)

Net income attributable to TowneBank

$

40,630

$

44,295

$

40,887

$

43,714

$

39,967

Per common share information

Basic earnings

$

0.52

$

0.58

$

0.54

$

0.58

$

0.53

Diluted earnings

$

0.51

$

0.58

$

0.54

$

0.58

$

0.53

Basic weighted average shares outstanding

78,805,687

76,417,605

75,240,678

75,149,668

75,034,688

Diluted weighted average shares outstanding

79,109,745

76,763,640

75,540,822

75,527,713

75,318,578

Cash dividends declared

$

0.27

$

0.27

$

0.27

$

0.25

$

0.25

Property management income and net income have been revised in all periods to reflect a change in the timing of revenue recognition. This revision did not have a material impact on annual earnings.

TOWNEBANK

Banking Segment Financial Information (unaudited)

(dollars in thousands)

Three Months Ended

Year Ended

Increase/(Decrease)

December 31,

September 30, 2025

December 31,

2025 over 2024

2025

2024

2025

2024

Amount

Percent

Revenue

Net interest income

$

157,931

$

117,137

$

145,746

$

559,585

$

439,417

$

120,168

27.35

%

Service charges on deposit accounts

4,638

3,289

4,056

15,663

12,838

2,825

22.00

%

Credit card merchant fees

1,808

1,486

1,909

7,208

6,529

679

10.40

%

Investment income, net

3,386

3,195

3,933

13,318

10,953

2,365

21.59

%

Other income

6,130

6,456

4,632

23,240

19,551

3,689

18.87

%

Subtotal

15,962

14,426

14,530

59,429

49,871

9,558

19.17

%

Net gain/(loss) on investment securities

13

—

(7

)

6

74

(68

)

(91.89

)%

Total noninterest income

15,975

14,426

14,523

59,435

49,945

9,490

19.00

%

Total revenue

173,906

131,563

160,269

619,020

489,362

129,658

26.50

%

Provision for credit losses

49

1,525

15,148

23,776

(665

)

24,441

3,675.34

%

Expenses

Salaries and employee benefits

58,669

50,130

53,053

214,256

190,391

23,865

12.53

%

Occupancy

9,003

7,362

7,571

30,896

28,579

2,317

8.11

%

Furniture and equipment

4,604

4,087

4,302

16,795

15,423

1,372

8.90

%

Amortization of intangible assets

3,357

1,027

2,417

8,724

4,378

4,346

99.27

%

Software

4,615

4,548

5,096

18,160

17,358

802

4.62

%

Data processing

3,273

2,581

2,853

11,574

10,503

1,071

10.20

%

Accounting and professional fees

2,422

2,648

2,514

8,880

12,576

(3,696

)

(29.39

)%

Advertising and marketing

2,426

1,985

2,167

9,373

8,743

630

7.21

%

FDIC and other insurance

3,089

2,243

2,672

11,028

10,719

309

2.88

%

Acquisition related

18,010

268

17,761

53,447

875

52,572

n/m

Other expenses

16,399

11,317

13,272

52,916

42,032

10,884

25.89

%

Total expenses

125,867

88,196

113,678

436,049

341,577

94,472

27.66

%

Income before income tax, corporate allocation and noncontrolling interest

47,990

41,842

31,443

159,195

148,450

10,745

7.24

%

Corporate allocation

1,449

1,172

1,544

5,924

4,696

1,228

26.15

%

Income before income tax provision and noncontrolling interest

49,439

43,014

32,987

165,119

153,146

11,973

7.82

%

Provision for income tax

11,525

5,275

3,881

27,900

18,006

9,894

54.95

%

Net income

37,914

37,739

29,106

137,219

135,140

2,079

1.54

%

Noncontrolling interest

(73

)

(63

)

(112

)

(267

)

(29

)

(238

)

n/m

Net income attributable to TowneBank

$

37,841

$

37,676

$

28,994

$

136,952

$

135,111

$

1,841

1.36

%

Efficiency ratio(non-GAAP)

70.45

%

66.26

%

69.42

%

69.26

%

68.92

%

TOWNEBANK

Mortgage Segment Financial Information (unaudited)

(dollars in thousands)

Three Months Ended

Year Ended

Increase/(Decrease)

December 31,

September 30,

December 31,

2025 over 2024

2025

2024

2025

2025

2024

Amount

Percent

Revenue

Residential mortgage banking income, net

$

12,170

$

11,580

$

13,724

$

50,558

$

48,586

$

1,972

4.06

%

Income (loss) from unconsolidated subsidiary

18

68

107

250

216

34

15.74

%

Net interest and other income

1,272

1,661

1,414

4,891

4,564

327

7.16

%

Total revenue

13,460

13,309

15,245

55,699

53,366

2,333

4.37

%

Provision for credit losses

(218

)

81

128

161

117

$

44

37.61

%

Expenses

Salaries and employee benefits

7,776

6,712

7,574

29,696

26,684

3,012

11.29

%

Occupancy

908

981

956

3,900

4,079

(179

)

(4.39

)%

Furniture and equipment

170

158

151

667

636

31

4.87

%

Amortization of intangible assets

—

—

—

—

288

(288

)

(100.00

)%

Software

798

719

800

3,114

3,127

(13

)

(0.42

)%

Data processing

186

194

209

755

717

38

5.30

%

Accounting and professional fees

163

252

117

663

847

(184

)

(21.72

)%

Advertising and marketing

448

406

500

1,757

1,643

114

6.94

%

FDIC and other insurance

129

112

128

470

399

71

17.79

%

Acquisition related

246

—

53

1,780

—

1,780

100.00

%

Other expenses

2,293

2,652

2,466

9,952

9,738

214

2.20

%

Total expenses

13,117

12,186

12,954

52,754

48,158

4,596

9.54

%

Income (loss) before income tax, corporate allocation, and noncontrolling interest

561

1,042

2,163

2,784

5,091

(2,307

)

(45.32

)%

Corporate allocation

(450

)

(437

)

(502

)

(1,821

)

(1,759

)

(62

)

(3.52

)%

Income (loss) before income tax provision and noncontrolling interest

111

605

1,661

963

3,332

(2,369

)

(71.10

)%

Provision for income tax

1

122

319

39

619

(580

)

(93.70

)%

Net income (loss)

110

483

1,342

924

2,713

(1,789

)

(65.94

)%

Noncontrolling interest

(147

)

(156

)

(205

)

(778

)

(967

)

189

19.54

%

Net income (loss) attributable to TowneBank

$

(37

)

$

327

$

1,137

$

146

$

1,746

$

(1,600

)

(91.64

)%

Efficiency ratio(non-GAAP)

97.45

%

91.56

%

84.97

%

94.71

%

89.70

%

TOWNEBANK

Resort Property Management Segment Financial Information (unaudited)

(dollars in thousands)

Three Months Ended

Year Ended

Increase/(Decrease)

December 31,

September 30,

December 31,

2025 over 2024

2025

2024

2025

2025

2024

Amount

Percent

Revenue

Property management fees, net

$

8,412

$

6,572

$

20,449

$

57,620

$

50,028

$

7,592

15.18

%

Net interest and other income

69

3

44

150

107

43

40.19

%

Total revenue

8,481

6,575

20,493

57,770

50,135

7,635

15.23

%

Expenses

Salaries and employee benefits

5,099

4,796

5,516

21,313

21,737

(424

)

(1.95

)%

Occupancy

665

640

677

2,530

2,561

(31

)

(1.21

)%

Furniture and equipment

405

435

431

1,628

1,751

(123

)

(7.02

)%

Amortization of intangible assets

637

637

637

2,547

2,443

104

4.26

%

Software

754

939

885

3,377

3,434

(57

)

(1.66

)%

Data processing

674

897

1,428

4,385

5,334

(949

)

(17.79

)%

Accounting and professional fees

63

304

92

517

930

(413

)

(44.41

)%

Advertising and marketing

621

808

941

3,203

4,558

(1,355

)

(29.73

)%

FDIC and other insurance

75

70

60

314

239

75

31.38

%

Acquisition related

—

—

—

—

466

(466

)

(100.00

)%

Other expenses

100

464

(756

)

2,383

2,560

(177

)

(6.91

)%

Total expenses

9,093

9,990

9,911

42,197

46,013

(3,816

)

(8.29

)%

Income (loss) before income tax, corporate allocation, and noncontrolling interest

(612

)

(3,415

)

10,582

15,573

4,122

11,451

277.80

%

Corporate allocation

(297

)

—

(329

)

(1,262

)

—

(1,262

)

n/m

Income (loss) before income tax provision and noncontrolling interest

(909

)

(3,415

)

10,253

14,311

4,122

10,189

247.19

%

Provision for income tax

(100

)

(578

)

2,524

3,811

1,397

2,414

172.80

%

Net income (loss)

(809

)

(2,837

)

7,729

10,500

2,725

7,775

285.32

%

Noncontrolling interest

—

119

—

(220

)

(21

)

(199

)

(947.62

)%

Net income (loss) attributable to TowneBank

$

(809

)

$

(2,718

)

$

7,729

$

10,280

$

2,704

$

7,576

280.18

%

Efficiency ratio(non-GAAP)

99.71

%

142.25

%

45.25

%

68.63

%

86.91

%

Property management income and net income have been revised in all periods to reflect a change in the timing of revenue recognition. This revision did not have a material impact on annual earnings.

TOWNEBANK

Insurance Segment Financial Information (unaudited)

(dollars in thousands)

Three Months Ended

Year Ended

Increase/(Decrease)

December 31,

September 30,

December 31,

2025 over 2024

2025

2024

2025

2025

2024

Amount

Percent

Commission and fee income

Property and casualty

$

20,785

$

20,576

$

24,030

$

91,444

$

86,679

$

4,765

5.50

%

Employee benefits

4,888

4,335

4,925

19,134

18,047

1,087

6.02

%

Specialized benefit services

—

1

—

—

10

(10

)

(100.00

)%

Total commissions and fees

25,673

24,912

28,955

110,578

104,736

5,842

5.58

%

Contingency and bonus revenue

2,536

2,924

2,556

11,746

13,110

(1,364

)

(10.40

)%

Other income

131

221

10

149

263

(114

)

(43.35

)%

Total revenue

28,340

28,057

31,521

122,473

118,109

4,364

3.69

%

Employee commission expense

4,244

3,958

4,943

19,245

17,686

1,559

8.81

%

Revenue, net of commission expense

24,096

24,099

26,578

103,228

100,423

2,805

2.79

%

Expenses

Salaries and employee benefits

13,544

12,761

12,821

52,227

50,436

1,791

3.55

%

Occupancy

791

836

784

3,153

3,090

63

2.04

%

Furniture and equipment

136

170

160

661

809

(148

)

(18.29

)%

Amortization of intangible assets

1,353

1,431

1,373

5,507

5,660

(153

)

(2.70

)%

Software

819

663

737

2,982

2,897

85

2.93

%

Data processing

103

117

140

496

457

39

8.53

%

Accounting and professional fees

283

241

276

1,062

781

281

35.98

%

Advertising and marketing

173

160

151

794

683

111

16.25

%

FDIC and other insurance

136

109

142

512

464

48

10.34

%

Acquisition related

—

—

—

—

1

(1

)

(100.00

)%

Other expenses

1,211

581

611

3,170

2,890

280

9.69

%

Total operating expenses

18,549

17,069

17,195

70,564

68,168

2,396

3.51

%

Income before income tax and noncontrolling interest

5,547

7,030

9,383

32,664

32,255

409

1.27

%

Corporate allocation

(702

)

(735

)

(713

)

(2,841

)

(2,937

)

96

3.27

%

Income (loss) before income tax, corporate allocation, and noncontrolling interest

4,845

6,295

8,670

29,823

29,318

505

1.72

%

Provision for income tax expense

1,210

1,613

2,235

7,675

7,523

152

2.02

%

Net income

3,635

4,682

6,435

22,148

21,795

353

1.62

%

Noncontrolling interest

—

—

—

—

—

—

N/M

Net income attributable to TowneBank

$

3,635

$

4,682

$

6,435

$

22,148

$

21,795

$

353

1.62

%

Provision for income tax

1,210

1,613

2,235

7,675

7,523

152

2.02

%

Depreciation, amortization and interest expense

1,450

1,549

1,481

5,947

6,181

(234

)

(3.79

)%

EBITDA(non-GAAP)

$

6,295

$

7,844

$

10,151

$

35,770

$

35,499

$

271

0.76

%

Efficiency ratio(non-GAAP)

71.74

%

65.48

%

59.53

%

63.10

%

62.39

%

TOWNEBANK

Reconciliation of Non-GAAP Financial Measures:

Three Months Ended

Twelve Months Ended

December 31,

September 30,

December 31,

December 31,

2025

2025

2024

2025

2024

Return on average assets (GAAP)

0.82

%

0.94

%

0.92

%

0.92

%

0.95

%

Impact of excluding average goodwill and other intangibles and amortization

0.12

%

0.11

%

0.08

%

0.11

%

0.09

%

Return on average tangible assets (non-GAAP)

0.94

%

1.05

%

1.00

%

1.03

%

1.04

%

Return on average equity (GAAP)

6.67

%

7.72

%

7.40

%

7.50

%

7.75

%

Impact of excluding average goodwill and other intangibles and amortization

3.65

%

3.67

%

2.96

%

3.50

%

3.24

%

Return on average tangible equity (non-GAAP)

10.32

%

11.39

%

10.36

%

11.00

%

10.99

%

Return on average common equity (GAAP)

6.69

%

7.75

%

7.46

%

7.53

%

7.81

%

Impact of excluding average goodwill and other intangibles and amortization

3.67

%

3.70

%

3.00

%

3.53

%

3.30

%

Return on average tangible common equity (non-GAAP)

10.36

%

11.45

%

10.46

%

11.06

%

11.11

%

Book value (GAAP)

$

30.67

$

30.27

$

28.33

$

30.67

$

28.33

Impact of excluding average goodwill and other intangibles and amortization

(8.74

)

(8.78

)

(6.89

)

(8.74

)

(6.89

)

Tangible book value (non-GAAP)

$

21.93

$

21.49

$

21.44

$

21.93

$

21.44

Efficiency ratio (GAAP)

75.76

%

69.07

%

72.60

%

71.98

%

72.69

%

Impact of exclusions

(2.39

)%

(1.99

)%

(1.68

)%

(1.83

)%

(1.81

)%

Efficiency ratio (non-GAAP)

73.37

%

67.08

%

70.92

%

70.15

%

70.88

%

Average assets (GAAP)

$

19,707,366

$

18,624,099

$

17,349,128

$

18,407,528

$

17,056,721

Less: average goodwill and intangible assets

692,972

611,836

519,691

597,703

522,419

Average tangible assets (non-GAAP)

$

19,014,394

$

18,012,263

$

16,829,437

$

17,809,825

$

16,534,302

Average equity (GAAP)

$

2,417,659

$

2,279,984

$

2,148,111

$

2,262,251

$

2,084,993

Less: average goodwill and intangible assets

692,972

611,836

519,691

597,703

522,419

Average tangible equity (non-GAAP)

$

1,724,687

$

1,668,148

$

1,628,420

$

1,664,548

$

1,562,574

Average common equity (GAAP)

$

2,410,954

$

2,272,509

$

2,131,778

$

2,252,777

$

2,068,671

Less: average goodwill and intangible assets

692,972

611,836

519,691

597,703

522,419

Average tangible common equity (non-GAAP)

$

1,717,982

$

1,660,673

$

1,612,087

$

1,655,074

$

1,546,252

Net income (GAAP)

$

40,630

$

44,295

$

39,967

$

169,526

$

161,356

Amortization of intangibles, net of tax

4,224

3,497

2,445

13,255

10,088

Tangible net income (non-GAAP)

$

44,854

$

47,792

$

42,412

$

182,781

$

171,444

Total revenue (GAAP)

$

219,943

$

222,584

$

175,546

$

835,717

$

693,286

Net (gain) loss on investment securities/equity investments

(138

)

7

(218

)

(2,131

)

(312

)

Total revenue for efficiency calculation (non-GAAP)

$

219,805

$

222,591

$

175,328

$

833,586

$

692,974

Noninterest expense (GAAP)

$

166,626

$

153,738

$

127,441

$

601,564

$

503,916

Less: Amortization of intangibles

5,347

4,427

3,095

16,778

12,769

Noninterest expense net of amortization (non-GAAP)

$

161,279

$

149,311

$

124,346

$

584,786

$

491,147

Property management income and net income have been revised in all periods to reflect a change in the timing of revenue recognition. This revision did not have a material impact on annual earnings.

TOWNEBANK

Reconciliation of Non-GAAP Financial Measures

(dollars in thousands, except per share data)

Reconcilement of GAAP Earnings to Operating Earnings Excluding Certain Items Affecting Comparability

Three Months Ended

December 31,

September 30,

June 30,

March 31,

December 31,

2025

2025

2025

2025

2024

Net income (GAAP)

$

40,630

$

44,295

$

40,887

$

43,714

$

39,967

Adjustments

Plus: Acquisition-related expenses, net of tax

14,659

14,996

15,291

389

250

Plus: Initial provision for acquired loans, net of tax

—

9,478

4,926

—

—

Plus: FDIC special assessment, net of tax

—

—

—

—

—

Plus: Resort Property Management deferred tax adjustment for repurchase of noncontrolling interests

—

—

2,286

—

—

Less: Gain on sale of equity investments, net of noncontrolling interest

—

—

—

—

(99

)

Total adjustments, net of taxes

14,659

24,474

22,503

389

151

Core operating earnings, excluding certain items affecting
comparability (non-GAAP)

$

55,289

$

68,769

$

63,390

$

44,103

$

40,118

Annualized interest impact of Series IV Notes, net of tax

42

42

42

42

$

—

Core net income for diluted EPS (non-GAAP)

$

55,331

$

68,811

$

63,432

$

44,145

$

40,118

Weighted average diluted shares

79,109,745

76,763,640

75,540,822

75,527,713

75,318,578

Diluted EPS (GAAP)

$

0.51

$

0.58

$

0.54

$

0.58

$

0.53

Diluted EPS, excluding certain items affecting comparability (non-GAAP)

$

0.70

$

0.90

$

0.84

$

0.58

$

0.53

Average assets

$

19,707,366

$

18,624,099

$

18,056,980

$

17,211,862

$

17,349,128

Average tangible equity

$

1,724,687

$

1,668,148

$

1,621,072

$

1,643,353

$

1,628,420

Average common tangible equity

$

1,717,982

$

1,660,673

$

1,613,437

$

1,627,145

$

1,612,087

Return on average assets, excluding certain items affecting comparability (non-GAAP)

1.11

%

1.46

%

1.41

%

1.04

%

0.92

%

Return on average tangible equity, excluding certain items affecting comparability (non-GAAP)

13.69

%

17.23

%

16.53

%

11.48

%

10.39

%

Return on average common tangible equity, excluding certain items affecting comparability (non-GAAP)

13.74

%

17.31

%

16.61

%

11.60

%

10.50

%

Efficiency ratio, excluding certain items affecting comparability (non-GAAP)

65.07

%

59.08

%

60.90

%

70.18

%

70.77

%

Property management income and net income have been revised in all periods to reflect a change in the timing of revenue recognition. This revision did not have a material impact on annual earnings.

TOWNEBANK

Reconciliation of Non-GAAP Financial Measures

(dollars in thousands, except per share data)

Reconcilement of GAAP Earnings to Operating Earnings Excluding Certain Items Affecting Comparability

Year Ended

December 31,

December 31,

2025

2024

Net income (GAAP)

$

169,526

$

161,356

Adjustments

Plus: Acquisition-related expenses, net of tax

45,335

1,292

Plus: FDIC special assessment, net of tax

—

711

Plus: Initial provision for acquired loans, net of tax

14,404

—

Plus: Resort Property Management deferred tax adjustment for repurchase of noncontrolling interests

2,286

Less: Gain on sale of equity investments, net of noncontrolling interest

—

(115

)

Total adjustments, net of taxes

62,025

1,888

Core operating earnings, excluding certain items affecting comparability (non-GAAP)

231,551

163,244

Annualized interest impact of Series IV Notes, net of tax

$

168

$

—

Core operating earnings, excluding certain items affecting comparability (non-GAAP)

$

231,719

$

163,244

Weighted average diluted shares

76,751,858

75,169,699

Diluted EPS (GAAP)

$

2.21

$

2.15

Diluted EPS, excluding certain items affecting comparability (non-GAAP)

$

3.02

$

2.17

Average assets

$

18,407,528

$

17,056,721

Average tangible equity

$

1,664,548

$

1,562,574

Average tangible common equity

$

1,655,074

$

1,546,252

Return on average assets, excluding certain items affecting comparability (non-GAAP)

1.26

%

0.96

%

Return on average tangible equity, excluding certain items affecting comparability (non-GAAP)

14.73

%

11.11

%

Return on average common tangible equity, excluding certain items affecting comparability (non-GAAP)

14.82

%

11.23

%

Efficiency ratio, excluding certain items affecting comparability (non-GAAP)

63.53

%

70.68

%

Property management income and net income have been revised in all periods to reflect a change in the timing of revenue recognition. This revision did not have a material impact on annual earnings.