[Executive Summary](index=1&type=section&id=Executive%20Summary) Bank First Corporation achieved strong Q1 2024 financial performance, marked by significant net income and EPS growth, stable dividends, and substantial share repurchases [Key Financial Highlights](index=1&type=section&id=Key%20Financial%20Highlights) Bank First Corporation reported strong Q1 2024 net income and EPS growth, alongside a stable dividend and significant share repurchases, demonstrating solid financial performance **Q1 2024 Key Financial Highlights:** | Metric | Q1 2024 | Q1 2023 | YoY Change | | :-------------------------- | :------ | :------ | :--------- | | Net Income ($M) | 15.4 | 10.7 | +43.9% | | EPS ($) | 1.51 | 1.09 | +38.5% | | Annualized Return on Average Assets | 1.50% | - | - | | Quarterly Cash Dividend per Share | $0.35 | $0.30 | +16.7% | | Common Shares Repurchased | 261,340 | - | - | [Operating Performance](index=1&type=section&id=Operating%20Performance) Operating performance in Q1 2024 was characterized by increased net income and net interest income, partially offset by lower noninterest income, while credit loss provisions significantly decreased [Net Income and Earnings Per Share](index=1&type=section&id=Net%20Income%20and%20Earnings%20Per%20Share) Net income for Q1 2024 increased significantly year-over-year, both on a GAAP and adjusted non-GAAP basis, driven by higher net interest income and lower provision for credit losses, despite a decrease in noninterest income **Net Income and EPS (GAAP):** | Period | Net Income ($M) | EPS ($) | | :----- | :-------------- | :------ | | Q1 2024 | 15.4 | 1.51 | | Q1 2023 | 10.7 | 1.09 | | YoY Change | +43.9% | +38.5% | **Adjusted Net Income and EPS (Non-GAAP):** | Period | Adjusted Net Income ($M) | Adjusted EPS ($) | | :----- | :----------------------- | :--------------- | | Q1 2024 | 15.4 | 1.51 | | Q1 2023 | 14.7 | 1.50 | | YoY Change | +4.8% | +0.7% | [Net Interest Income and Margin](index=1&type=section&id=Net%20Interest%20Income%20and%20Margin) Net interest income saw a modest increase year-over-year and quarter-over-quarter, with net interest margin slightly improving QoQ but decreasing YoY. Purchase accounting significantly contributed to NII and NIM **Net Interest Income (NII):** | Period | NII ($M) | | :----- | :------- | | Q1 2024 | 33.3 | | Q4 2023 | 32.9 | | Q1 2023 | 32.2 | | QoQ Change | +1.2% | | YoY Change | +3.4% | **Net Interest Margin (NIM):** | Period | NIM (%) | | :----- | :------ | | Q1 2024 | 3.62 | | Q4 2023 | 3.53 | | Q1 2023 | 3.74 | | QoQ Change | +0.09 pp | | YoY Change | -0.12 pp | - Purchase accounting increased NII by **$1.2 million** (Q1 2024) and NIM by **0.13%** (Q1 2024)[9](index=9&type=chunk)[18](index=18&type=chunk) [Noninterest Income](index=2&type=section&id=Noninterest%20Income) Noninterest income decreased year-over-year, primarily due to the absence of income from UFS, LLC following its sale in October 2023, and a negative valuation adjustment to mortgage servicing rights **Noninterest Income:** | Period | Noninterest Income ($M) | | :----- | :---------------------- | | Q1 2024 | 4.4 | | Q1 2023 | 5.8 | | YoY Change | -24.1% | - Key Differentiators YoY: * Absence of UFS income in Q1 2024 (vs. **$0.9 million** in Q1 2023) due to sale on October 1, 2023[2](index=2&type=chunk)[30](index=30&type=chunk) * Negative valuation adjustment of **$0.3 million** to mortgage servicing rights in Q1 2024 (vs. **$0.8 million** favorable adjustment in Q1 2023)[2](index=2&type=chunk)[30](index=30&type=chunk) [Noninterest Expense](index=2&type=section&id=Noninterest%20Expense) Noninterest expense increased year-over-year, mainly due to higher personnel expenses from the Hometown acquisition and increased data processing costs for platform upgrades, partially offset by lower acquisition-related expenses **Noninterest Expense:** | Period | Noninterest Expense ($M) | | :----- | :----------------------- | | Q1 2024 | 20.3 | | Q1 2023 | 19.7 | | YoY Change | +3.0% | - Key Drivers of Increase: * Personnel expense increased by **$1.0 million** YoY due to additional staff from the Hometown acquisition[34](index=34&type=chunk) * Data processing expenses increased by **$0.5 million** YoY, including **$0.3 million** for online customer platform upgrades[34](index=34&type=chunk) - Offsetting Factors: Postage, stationery, supplies, and outside service fees saw YoY reductions due to one-time acquisition expenses from the Hometown acquisition in Q1 2023[34](index=34&type=chunk) [Provision for Credit Losses](index=2&type=section&id=Provision%20for%20Credit%20Losses) The provision for credit losses significantly decreased year-over-year, primarily due to a large day-one provision related to the Hometown acquisition in Q1 2023, with Q1 2024 seeing net recoveries contributing to the credit loss reserve **Provision for Credit Losses:** | Period | Provision for Credit Losses ($M) | | :----- | :------------------------------- | | Q1 2024 | 0.2 | | Q4 2023 | 0.5 | | Q1 2023 | 4.2 | | YoY Change | -95.2% | - The significant YoY variance is due to a **$3.6 million** day-one provision for credit losses from the Hometown acquisition in Q1 2023[25](index=25&type=chunk) - Net recoveries of previously charged-off loan balances totaled **$0.6 million** during Q1 2024, contributing to the credit loss reserve[25](index=25&type=chunk) [Income Tax Expense](index=2&type=section&id=Income%20Tax%20Expense) Income tax expense in Q1 2024 was influenced by an additional $1.3 million benefit recorded due to the finalization of rules for a Wisconsin state income tax exclusion on certain commercial and agricultural loans from 2023 **Income Tax Expense:** | Period | Income Tax Expense ($M) | | :----- | :---------------------- | | Q1 2024 | 1.8 | | Q1 2023 | 3.6 | | YoY Change | -50.0% | - An additional benefit of **$1.3 million** was recorded in Q1 2024 as a refinement to 2023 income tax provisions, following the finalization of rules for a Wisconsin state income tax exclusion on certain commercial and agricultural loans[10](index=10&type=chunk) [Financial Position](index=3&type=section&id=Financial%20Position) The company's financial position at Q1 2024 showed a decrease in total assets and deposits, alongside growth in total loans [Total Assets](index=3&type=section&id=Total%20Assets) Total assets decreased both quarter-over-quarter and year-over-year, standing at **$4.10 billion** at March 31, 2024 **Total Assets:** | Period | Total Assets ($B) | | :----------- | :---------------- | | Mar 31, 2024 | 4.10 | | Dec 31, 2023 | 4.22 | | Mar 31, 2023 | 4.17 | | QoQ Change | -$121.9M | | YoY Change | -$67.3M | [Deposits](index=3&type=section&id=Deposits) Total deposits experienced a slight decrease quarter-over-quarter and year-over-year, with a modest shift from noninterest-bearing to interest-bearing balances **Total Deposits:** | Period | Total Deposits ($B) | | :----------- | :------------------ | | Mar 31, 2024 | 3.42 | | Dec 31, 2023 | 3.43 | | Mar 31, 2023 | 3.46 | | QoQ Change | -$16.9M | | YoY Change | -$47.2M | - Noninterest-bearing demand deposits comprised **29.0%** of total deposits at March 31, 2024, down from **31.8%** at March 31, 2023, indicating a modest shift towards interest-bearing balances[11](index=11&type=chunk) [Loans](index=3&type=section&id=Loans) Total loans showed growth both quarter-over-quarter and year-over-year, with significant annualized growth in Q1 2024, expected to benefit future earnings **Total Loans:** | Period | Total Loans ($B) | | :----------- | :--------------- | | Mar 31, 2024 | 3.38 | | Dec 31, 2023 | 3.34 | | Mar 31, 2023 | 3.32 | | QoQ Change | +$40.4M | | YoY Change | +$60.1M | - Loans grew by **4.9%** annualized during Q1 2024, with most growth occurring later in the quarter, expected to benefit future earnings[35](index=35&type=chunk) [Asset Quality](index=3&type=section&id=Asset%20Quality) Asset quality metrics in Q1 2024 indicated an increase in nonperforming assets, primarily due to a single large loan moving to nonaccrual status [Nonperforming Assets](index=3&type=section&id=Nonperforming%20Assets) Nonperforming assets increased quarter-over-quarter and year-over-year, primarily due to one large loan from previous acquisitions moving to nonaccrual status **Nonperforming Assets:** | Period | Nonperforming Assets ($M) | Nonperforming Assets to Total Assets (%) | | :----------- | :------------------------ | :--------------------------------------- | | Mar 31, 2024 | 12.5 | 0.31 | | Dec 31, 2023 | 9.1 | 0.21 | | Mar 31, 2023 | 9.1 | 0.22 | | QoQ Change | +$3.4M | +0.10 pp | | YoY Change | +$3.4M | +0.09 pp | - The increase in nonperforming assets resulted from one loan totaling **$3.6 million**, primarily from previous acquisitions, which was moved to nonaccrual status[4](index=4&type=chunk) [Capital and Shareholder Returns](index=1&type=section&id=Capital%20and%20Shareholder%20Returns) Capital and shareholder returns in Q1 2024 reflected increased book values, substantial share repurchases, and a stable dividend, despite a slight quarter-over-quarter decrease in stockholders' equity [Stockholders' Equity](index=3&type=section&id=Stockholders'%20Equity) Stockholders' equity increased year-over-year but decreased quarter-over-quarter, as dividends and share repurchases outpaced earnings during the quarter **Stockholders' Equity:** | Period | Stockholders' Equity ($M) | | :----------- | :------------------------ | | Mar 31, 2024 | 609.3 | | Dec 31, 2023 | 619.8 | | Mar 31, 2023 | 562.4 | | QoQ Change | -$10.5M | | YoY Change | +$47.0M | - The quarter-over-quarter decline in capital was due to dividends totaling **$3.5 million** and share repurchases of **$22.3 million** outpacing earnings of **$15.4 million**[12](index=12&type=chunk) [Book Value and Tangible Book Value Per Share](index=3&type=section&id=Book%20Value%20and%20Tangible%20Book%20Value%20Per%20Share) Both book value and tangible book value per common share increased year-over-year and slightly quarter-over-quarter, reflecting overall capital growth **Book Value Per Common Share:** | Period | Book Value Per Share ($) | | :----------- | :----------------------- | | Mar 31, 2024 | 60.16 | | Dec 31, 2023 | 59.80 | | Mar 31, 2023 | 54.04 | **Tangible Book Value Per Common Share (Non-GAAP):** | Period | Tangible Book Value Per Share ($) | | :----------- | :-------------------------------- | | Mar 31, 2024 | 40.35 | | Dec 31, 2023 | 40.30 | | Mar 31, 2023 | 34.14 | [Dividends and Share Repurchases](index=1&type=section&id=Dividends%20and%20Share%20Repurchases) Bank First declared a quarterly cash dividend matching the prior quarter and significantly higher than the prior year, while also executing substantial share repurchases during Q1 2024 - A quarterly cash dividend of **$0.35** per common share was declared, payable on July 10, 2024[24](index=24&type=chunk)[36](index=36&type=chunk) - The declared dividend matches the prior quarter and is **16.7%** higher than the prior-year first quarter[24](index=24&type=chunk) - **261,340** common shares were repurchased during Q1 2024, representing **2.5%** of outstanding shares as of the beginning of the period[24](index=24&type=chunk)[33](index=33&type=chunk) [Company Information](index=4&type=section&id=Company%20Information) Bank First Corporation is a Wisconsin-based financial services provider, established in 1894, offering comprehensive banking products through 26 locations with approximately $4.1 billion in assets [About Bank First Corporation](index=4&type=section&id=About%20Bank%20First%20Corporation) Bank First Corporation, established in 1894, is a Wisconsin-based financial services provider offering a range of banking products through 26 locations, with approximately **$4.1 billion** in assets and **361** full-time equivalent staff - Incorporated in 1894, Bank First, N.A. operates **26** banking locations in Wisconsin[5](index=5&type=chunk) - Offers loan, deposit, and treasury management products, and has grown through acquisitions and de novo branch expansion[5](index=5&type=chunk) - Employs approximately **361** full-time equivalent staff and manages assets of approximately **$4.1 billion**[5](index=5&type=chunk) [Non-GAAP Financial Measures](index=5&type=section&id=Non-GAAP%20Financial%20Measures) Management utilizes non-GAAP financial measures, such as adjusted net income and tangible book value, to provide additional insights into the company's operating performance, financial position, and for peer comparison, while also emphasizing their limitations - Non-GAAP measures (e.g., adjusted net income, tangible book value per common share) are used by management and investors to understand operating performance, financial position, and for peer comparison[6](index=6&type=chunk) - Comparable GAAP measures and reconciliations are provided, and non-GAAP measures should not be considered in isolation or as a substitute for GAAP results due to their limitations[6](index=6&type=chunk) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements regarding future performance, financial condition, and strategic plans, which are subject to inherent uncertainties and risks that could cause actual results to differ materially - Statements relate to projected growth, anticipated future financial performance, financial condition, credit quality, management's long-term goals, and anticipated effects of developments or events[13](index=13&type=chunk) - These statements are based on current expectations, estimates, and projections, which are inherently uncertain and beyond Bank First's control[29](index=29&type=chunk) - Actual results may differ materially due to various factors, including business and economic conditions, interest rate policies, credit management, acquisition risks, and general market conditions[29](index=29&type=chunk) [Consolidated Financial Summary (Unaudited)](index=6&type=section&id=Consolidated%20Financial%20Summary%20(Unaudited)) This section provides detailed unaudited consolidated financial statements, including results of operations, period-end balances, key financial ratios, and reconciliations of non-GAAP measures across multiple quarters [Results of Operations](index=6&type=section&id=Results%20of%20Operations) This section provides a detailed breakdown of Bank First Corporation's interest income, interest expense, net interest income, provision for credit losses, noninterest income, noninterest expense, and net income over the past five quarters **Results of Operations (in thousands):** | Metric | 3/31/2024 | 12/31/2023 | 9/30/2023 | 6/30/2023 | 3/31/2023 | | :------------------------------------- | :-------- | :--------- | :-------- | :-------- | :-------- | | Interest income | $49,272 | $48,663 | $46,989 | $45,929 | $40,902 | | Interest expense | $15,923 | $15,747 | $12,931 | $11,657 | $8,668 | | Net interest income | $33,349 | $32,916 | $34,058 | $34,272 | $32,234 | | Provision for credit losses | $200 | $500 | $- | $- | $4,182 | | Noninterest income | $4,397 | $42,458 | $5,254 | $4,554 | $5,849 | | Noninterest expense | $20,324 | $28,862 | $19,647 | $19,946 | $19,664 | | Net income | $15,412 | $34,898 | $14,804 | $14,132 | $10,680 | | Earnings per common share - basic | $1.51 | $3.39 | $1.43 | $1.37 | $1.09 | [Period-End Balances](index=6&type=section&id=Period-End%20Balances) This section provides a snapshot of key balance sheet items at the end of each of the last five quarters, including cash, investment securities, loans, total assets, deposits, and stockholders' equity **Period-End Balances (in thousands):** | Metric | 3/31/2024 | 12/31/2023 | 9/30/2023 | 6/30/2023 | 3/31/2023 | | :------------------------------------- | :-------- | :--------- | :-------- | :-------- | :-------- | | Cash and cash equivalents | $83,374 | $247,468 | $75,776 | $111,326 | $169,691 | | Investment securities available-for-sale | $138,420 | $142,197 | $179,046 | $191,303 | $197,895 | | Loans | $3,383,395 | $3,342,974 | $3,355,549 | $3,314,481 | $3,323,296 | | Total assets | $4,099,924 | $4,221,842 | $4,087,519 | $4,092,071 | $4,167,228 | | Deposits | $3,416,039 | $3,432,920 | $3,398,293 | $3,405,736 | $3,463,235 | | Stockholders' equity | $609,330 | $619,798 | $577,329 | $570,872 | $562,372 | [Financial Ratios](index=7&type=section&id=Financial%20Ratios) This section presents key financial ratios, including profitability, capital adequacy, asset quality, and interest rate metrics, for the last five quarters, providing a comprehensive view of the bank's performance and health **Financial Ratios:** | Metric | 3/31/2024 | 12/31/2023 | 9/30/2023 | 6/30/2023 | 3/31/2023 | | :------------------------------------- | :-------- | :--------- | :-------- | :-------- | :-------- | | Return on average assets * | 1.50% | 3.34% | 1.44% | 1.38% | 1.11% | | Return on average common equity * | 10.11% | 22.58% | 10.19% | 9.99% | 8.33% | | Stockholders' equity to assets | 14.86% | 14.68% | 14.12% | 13.95% | 13.50% | | Tangible equity to tangible assets (non-GAAP) | 10.48% | 10.39% | 9.62% | 9.40% | 8.97% | | Net interest margin, taxable equivalent * | 3.62% | 3.53% | 3.71% | 3.77% | 3.74% | | Nonperforming loans to total loans | 0.29% | 0.20% | 0.10% | 0.15% | 0.14% | | Nonperforming assets to total assets | 0.31% | 0.21% | 0.13% | 0.18% | 0.22% | | Allowance for credit losses - loans to total loans | 1.31% | 1.30% | 1.29% | 1.31% | 1.30% | [Adjusted Net Income Reconciliation](index=7&type=section&id=Adjusted%20Net%20Income%20Reconciliation) This section provides a reconciliation of GAAP net income to non-GAAP adjusted net income, detailing adjustments for acquisition-related expenses, gains/losses on sales of securities, and other non-recurring items across multiple quarters **Adjusted Net Income Reconciliation (in thousands):** | Metric | 3/31/2024 | 12/31/2023 | 9/30/2023 | 6/30/2023 | 3/31/2023 | | :------------------------------------- | :-------- | :--------- | :-------- | :-------- | :-------- | | Net income (GAAP) | $15,412 | $34,898 | $14,804 | $14,132 | $10,680 | | Acquisition related expenses | $- | $29 | $312 | $171 | $1,342 | | Provision for credit losses related to acquisition | $- | $- | $- | $- | $3,552 | | Gain on sale of UFS | $- | $(38,904) | $- | $- | $- | | Losses (gains) on sales of securities and OREO valuations | $(13) | $9,780 | $53 | $489 | $75 | | Adjusted net income (non-GAAP) | $15,396 | $14,792 | $15,092 | $14,627 | $14,678 | | Adjusted earnings per share (non-GAAP) | $1.51 | $1.44 | $1.46 | $1.42 | $1.50 | [Tangible Assets Reconciliation](index=7&type=section&id=Tangible%20Assets%20Reconciliation) This section provides a reconciliation of GAAP total assets to non-GAAP tangible assets by deducting goodwill and core deposit intangibles for the past five quarters **Tangible Assets Reconciliation (in thousands):** | Metric | 3/31/2024 | 12/31/2023 | 9/30/2023 | 6/30/2023 | 3/31/2023 | | :------------------------------------- | :-------- | :--------- | :-------- | :-------- | :-------- | | Total assets (GAAP) | $4,099,924 | $4,221,842 | $4,087,519 | $4,092,071 | $4,167,228 | | Goodwill | $(175,106) | $(175,106) | $(175,106) | $(175,104) | $(175,125) | | Core deposit intangible, net of amortization | $(25,496) | $(26,996) | $(28,599) | $(30,225) | $(31,897) | | Tangible assets (non-GAAP) | $3,899,322 | $4,019,740 | $3,883,814 | $3,886,742 | $3,960,206 | [Tangible Common Equity Reconciliation](index=8&type=section&id=Tangible%20Common%20Equity%20Reconciliation) This section provides a reconciliation of GAAP total stockholders' equity to non-GAAP tangible common equity by deducting goodwill and core deposit intangibles for the past five quarters **Tangible Common Equity Reconciliation (in thousands):** | Metric | 3/31/2024 | 12/31/2023 | 9/30/2023 | 6/30/2023 | 3/31/2023 | | :------------------------------------- | :-------- | :--------- | :-------- | :-------- | :-------- | | Total stockholders' equity (GAAP) | $609,330 | $619,798 | $577,329 | $570,872 | $562,372 | | Goodwill | $(175,106) | $(175,106) | $(175,106) | $(175,104) | $(175,125) | | Core deposit intangible, net of amortization | $(25,496) | $(26,996) | $(28,599) | $(30,225) | $(31,897) | | Tangible common equity (non-GAAP) | $408,728 | $417,696 | $373,624 | $365,543 | $355,350 | [Tangible Book Value Per Common Share Calculation](index=8&type=section&id=Tangible%20Book%20Value%20Per%20Common%20Share%20Calculation) This section details the calculation of non-GAAP tangible book value per common share using tangible common equity and common shares outstanding for the past five quarters **Tangible Book Value Per Common Share Calculation:** | Metric | 3/31/2024 | 12/31/2023 | 9/30/2023 | 6/30/2023 | 3/31/2023 | | :------------------------------------- | :-------- | :--------- | :-------- | :-------- | :-------- | | Tangible common equity (non-GAAP) | $408,728 | $417,696 | $373,624 | $365,543 | $355,350 | | Common shares outstanding at period end | 10,129,190 | 10,365,131 | 10,379,071 | 10,389,240 | 10,407,114 | | Tangible book value per common share (non-GAAP) | $40.35 | $40.30 | $36.00 | $35.18 | $34.14 | [Average Assets, Liabilities and Stockholders' Equity, and Average Rates Earned or Paid](index=8&type=section&id=Average%20Assets,%20Liabilities%20and%20Stockholders'%20Equity,%20and%20Average%20Rates%20Earned%20or%20Paid) This section provides a detailed breakdown of average balances for interest-earning assets, liabilities, and stockholders' equity, along with average rates earned or paid, offering insights into the bank's interest rate sensitivity and profitability for Q1 2024 and Q1 2023 **Average Balances and Rates (in thousands, except rates):** | Metric | 3/31/2024 | 3/31/2023 | | :------------------------------------- | :-------- | :-------- | | **ASSETS** | | | | Total interest-earning assets | $3,741,498 | $3,524,672 | | Total assets | $4,144,896 | $3,901,713 | | **LIABILITIES AND SHAREHOLDERS' EQUITY** | | | | Total interest-bearing deposits | $2,463,041 | $2,240,368 | | Total interest-bearing liabilities | $2,512,304 | $2,334,956 | | Shareholders' equity | $613,190 | $520,212 | | **RATES** | | | | Total interest-earning assets yield | 5.33% | 4.74% | | Total interest-bearing liabilities cost | 2.55% | 1.51% | | Net interest spread | 2.78% | 3.24% | | Net interest margin | 3.62% | 3.74% |

Loans and Assets - As of December 31, 2023, total loans receivable amounted to $3.34 billion, representing approximately 79.3% of total assets[4] - Loans secured by real estate constituted approximately $2.59 billion, or 77.4% of the loan portfolio[8] - The company had 26 nonaccrual loans totaling approximately $5.7 million, or 0.2% of total loans[4] - As of December 31, 2023, total consolidated assets were $4.22 billion, total loans were $3.34 billion, total deposits were $3.43 billion, and total stockholders' equity was $619.8 million[43] - As of December 31, 2023, commercial real estate loans constituted approximately $1.70 billion or 50.8% of the loan portfolio[77] - Residential mortgage loans and home equity loans accounted for approximately $888.6 million or 26.6% of the loan portfolio[77] - Commercial and industrial loans made up approximately $487.9 million or 14.6% of the loan portfolio[78] - Construction and development loans represented approximately $200.8 million or 6.0% of the loan portfolio[82] - Consumer loans totaled approximately $51.0 million or 1.5% of the loan portfolio[83] - Approximately 77.4% of the loan portfolio was comprised of loans with real estate as a primary or secondary component of collateral[202] Mergers and Acquisitions - The merger with Hometown Bancorp was completed on February 10, 2023, with a total merger consideration of approximately $130.5 million[27] - Company stock issued in the merger totaled 1,450,272 shares valued at approximately $115.1 million, with cash of $15.4 million[28] Strategic Priorities and Growth - The strategic priorities include growing capital through strong earnings and maintaining a strong credit culture[31] - The Company is focused on maintaining a strong credit culture to ensure sound asset quality and is committed to creating value for customers and shareholders through personalized solutions[47] - The Company is focused on strategic initiatives to enhance operational efficiency and profitability, while managing risks associated with economic conditions and market fluctuations[39] - The company is focused on organic growth but may pursue attractive bank or non-bank acquisition opportunities, facing competition from other financial companies[176] Regulatory Compliance and Capital Requirements - The Company is subject to various regulatory requirements, including maintaining minimum capital levels based on capital-to-asset ratios[56] - The required minimum leverage ratio for all banks is 4.0%, which serves as a minimum capital standard[57] - The capital conservation buffer for CET1 is set at 2.5% above the minimum capital ratio requirements[75] - The Company and Bank's regulatory capital ratios were above the applicable well-capitalized standards and met the capital conservation buffer in 2023[104] - The Company crossed above the $3 billion asset threshold during Q3 2022, requiring adherence to risk-based capital rules[105] - The Bank's base legal lending limit was $66.9 million, while the internal lending limit was set at $53.6 million as of December 31, 2023[102] - The Company must obtain prior approval from the OCC if total dividends declared exceed the sum of net profits for the year and retained net profits for the preceding two years[109] Competition and Market Position - The Company faces competition from various financial institutions, including commercial banks, credit unions, and fintech companies, which may impact its market position[49] - The estimated aggregate population in the Bank's market area is 1,894,606, with total deposits of approximately $60.4 billion as of June 30, 2023[48] - Bank First ranked in the top three of market share in six of the fourteen counties where its branches are located as of June 30, 2023[32] - The company faces significant competition from various financial institutions, including national and regional banks, fintech companies, and credit unions, which may affect its market position[168] - The company’s ability to attract and retain experienced bankers is crucial for executing its business strategy, but competition for talent is intense[175] Cybersecurity and Technology - The company aims to advance its digital strategy and enhance cybersecurity measures as part of its information technology priorities[31] - The Bank must notify regulators within 36 hours of a significant cybersecurity incident, as per new SEC rules adopted on July 26, 2023[123] - The company is under continuous threat of cyberattacks, which could lead to increased operating costs and reputational damage[184] - The financial services industry is experiencing rapid technological changes, with a growing demand for technology-driven products and services, including artificial intelligence and mobile banking applications[180] - The company continues to invest significant resources in core information technology systems to improve operating efficiency and client experience[181] Economic Conditions and Risks - The Bank's operations are vulnerable to economic conditions, including inflation and recession, which could lead to increased loan delinquencies and reduced demand for products[131] - Inflationary pressures continued to rise in 2023, potentially impacting profitability through increased funding costs and reduced consumer purchasing power[163] - Adverse developments affecting real estate values could increase credit risk associated with the real estate loan portfolio, potentially leading to losses[202] - The provision and allowance for credit losses may not be adequate to cover actual credit losses, posing a risk to financial stability[197] - Changes in interest rates may adversely affect net interest income, with decreasing rates reducing yields on variable rate loans and investment securities[190] Diversity and Inclusion - The Company is committed to diversity and inclusion within its workforce and community, which is seen as a foundation for innovation[47] - The company emphasizes diversity, with approximately 73% of employees self-identifying as female and 5% as people of color[65] - The company aims to increase the diversity of its Board in the coming year[65] Deposits and Liquidity - The Bank's deposits are insured by the FDIC up to $250,000 per depositor, per insured bank[115] - The Bank was well capitalized at December 31, 2023, with no restrictions on brokered deposits[103] - The Bank's lending activities are subject to various federal lending limits, including a base legal limit of 15% of the Bank's capital for loans to a single borrower[102] - The Bank's ability to grow and retain deposits is critical to avoid liquidity risk and higher funding costs[138] - The company must manage liquidity at the holding company level for capital infusions, debt servicing, and dividend payments, which are dependent on the bank's future profits and overall condition[164]

Net income of $34.9 million and $74.5 million for the three months and year ended December 31, 2023, respectively Earnings per common share of $3.39 and $7.28 for the three months and year ended December 31, 2023, respectively Annualized return on average assets of 3.34% and 1.83% for the three months and year ended December 31, 2023, respectively $38.9 million pre-tax gain on sale of member interest in UFS, LLC, contributing to $4.18, or 7.50%, and $4.30, or 11.95%, growth in book value per common share a ...

| --- | --- | --- | --- | --- | |--------------------------------|---------------------------------------------------------------------------------|------------------------------------------------------------|------------------------|---------------------------| | | Valuation Technique | Unobservable Inputs | Range of Discounts | Weighted Average Discount | | As of September 30, 2023 | | | | | | Other real estate owned | Third party appraisals, sales contracts or brokered price options | Collateral discount ...

(Mark One) OR BANK FIRST CORPORATION (Exact name of registrant as specified in its charter) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Securities registered pursuant to Section 1 ...

Our CRE loans are secured by a variety of property types including multifamily dwellings, retail facilities, office buildings, commercial mixed use, lodging and industrial and warehouse properties. We do not have any specific industry or customer concentrations in our CRE portfolio. Our commercial real estate loans are generally for terms up to ten years, with loan-to-values that generally do not exceed 80%. Amortization schedules are long term and thus a balloon payment is generally due at maturity. Under ...

and/or reputation damage, which could have a material adverse effect on our business, financial condition and results of operations. While the Company has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur. See "Business - Supervision and Regulation". A capital injection may be required at times when we do not have the resources to provide it, and therefore we may be required to borrow the funds. In the event of a bank holding compa ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 001-38676 WISCONSIN 39-1435359 (State or other jurisdiction of incorporation or org ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 001-38676 WISCONSIN 39-1435359 (State or other jurisdiction of incorporation or organiza ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 001-38676 BANK FIRST CORPORATION (Exact name of registrant as specified in its charter) ...