"We are very pleased with the confidence our shareholders have expressed in this transaction, as 95 percent of shares voted were in favor of this transaction," said Richard L. Postma, Chairman of the Board of Macatawa. "The reaction we have received from our customers, our community and our shareholders regarding our partnership with Wintrust has been very favorable and it is encouraging to see such a strong response with our shareholder vote." Headquartered in Holland, Michigan, Macatawa Bank offers a full ...

"We are very pleased with the confidence our shareholders have expressed in this transaction, as 95 percent of shares voted were in favor of this transaction," said Richard L. Postma, Chairman of the Board of Macatawa. "The reaction we have received from our customers, our community and our shareholders regarding our partnership with Wintrust has been very favorable and it is encouraging to see such a strong response with our shareholder vote." About Macatawa Bank CAUTIONARY STATEMENT: This press release co ...

NEW ORLEANS, July 2, 2024 /PRNewswire/ -- Former Attorney General of Louisiana Charles C. Foti, Jr., Esq. and the law firm of Kahn Swick & Foti, LLC ("KSF") are investigating the proposed sale of the sale of Macatawa Bank Corporation (NasdaqGS: MCBC) to Wintrust Financial Corporation (NasdaqGS: WTFC). Under the terms of the proposed transaction, each share of Macatawa common stock will be converted into the right to receive merger consideration paid in shares of Wintrust common stock based on Wintrust's ave ...

Macatawa Bank (MCBC) came out with quarterly earnings of $0.29 per share, missing the Zacks Consensus Estimate of $0.30 per share. This compares to earnings of $0.35 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of -3.33%. A quarter ago, it was expected that this holding company for Macatawa Bank would post earnings of $0.32 per share when it actually produced earnings of $0.28, delivering a surprise of -12.50%.Over the last fo ...

Part I. Financial Information [Item 1. Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) Presents Macatawa Bank Corporation's unaudited consolidated financial statements for Q1 2024, including balance sheets, income, comprehensive income, equity, and cash flows Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2024 ($ thousands) | December 31, 2023 ($ thousands) | | :--- | :--- | :--- | | **Total Assets** | **2,614,906** | **2,748,699** | | Net Loans | 1,324,768 | 1,320,944 | | Total Deposits | 2,284,401 | 2,415,730 | | **Total Liabilities** | **2,321,933** | **2,461,614** | | **Total Shareholders' Equity** | **292,973** | **287,085** | Consolidated Income Statement Highlights (Unaudited) | Metric | Three Months Ended Mar 31, 2024 ($ thousands) | Three Months Ended Mar 31, 2023 ($ thousands) | | :--- | :--- | :--- | | Net Interest Income | 20,727 | 22,616 | | Provision for Credit Losses | 0 | 0 | | Noninterest Income | 4,660 | 4,528 | | Noninterest Expense | 13,245 | 12,165 | | **Net Income** | **9,793** | **12,004** | | **Diluted EPS** | **$0.29** | **$0.35** | Consolidated Cash Flow Highlights (Unaudited) | Activity | Three Months Ended Mar 31, 2024 ($ thousands) | Three Months Ended Mar 31, 2023 ($ thousands) | | :--- | :--- | :--- | | Net Cash from Operating Activities | 10,116 | 12,729 | | Net Cash from (for) Investing Activities | 42,424 | (60,166) | | Net Cash for Financing Activities | (144,411) | (286,995) | | **Net Change in Cash and Cash Equivalents** | **(91,871)** | **(334,432)** | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Details accounting policies, including the Wintrust merger and CECL adoption, and provides breakdowns of securities, loans, fair value, and regulatory capital [Note 1 – Summary of Significant Accounting Policies](index=11&type=section&id=NOTE%201%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines significant accounting policies, highlighting the Wintrust merger agreement and the adoption of the CECL standard on January 1, 2023 - On April 15, 2024, the Company entered into a definitive merger agreement to be acquired by Wintrust Financial Corporation in an all-stock transaction valued at approximately **$510.3 million**, or **$14.85 per share**, subject to a collar mechanism, with the merger expected to close in the second half of 2024[27](index=27&type=chunk)[28](index=28&type=chunk)[30](index=30&type=chunk) - The Company adopted the CECL standard on January 1, 2023, resulting in a transition adjustment that increased the allowance for loans by **$1.5 million** and established a **$62,000** reserve for unfunded commitments, leading to a **$1.2 million** decrease in retained earnings[37](index=37&type=chunk) [Note 2 – Securities](index=19&type=section&id=NOTE%202%20%E2%80%93%20SECURITIES) Details the securities portfolio composition (AFS and HTM), providing amortized cost and fair value, noting unrealized losses are due to interest rate changes Securities Portfolio Summary (March 31, 2024) | Category | Amortized Cost ($ thousands) | Fair Value ($ thousands) | | :--- | :--- | :--- | | **Available for Sale** | **521,555** | **491,214** | | U.S. Treasury and federal agency | 245,896 | 235,081 | | Agency MBS and CMOs | 120,328 | 107,032 | | State and municipal bonds | 143,776 | 137,782 | | **Held to Maturity** | **300,751** | **291,651** | | U.S. Treasury | 221,211 | 213,266 | | Tax-exempt state and municipal bonds | 79,540 | 78,385 | - As of March 31, 2024, the company had total unrealized losses of **$30.4 million** on AFS securities and **$9.3 million** on HTM securities, which management attributes to changes in interest rates, not credit quality, with no allowance for credit losses established on securities[86](index=86&type=chunk) [Note 3 – Loans and Allowance for Credit Losses](index=22&type=section&id=NOTE%203%20%E2%80%93%20LOANS%20AND%20ALLOWANCE%20FOR%20CREDIT%20LOSSES) Provides a comprehensive overview of the loan portfolio and allowance for credit losses, including loan types, ACL activity, credit quality, and modified loans Loan Portfolio Composition | Loan Type | March 31, 2024 ($ thousands) | December 31, 2023 ($ thousands) | | :--- | :--- | :--- | | Commercial and industrial | 516,400 | 506,974 | | Commercial real estate | 572,769 | 585,099 | | Consumer | 253,039 | 246,313 | | **Total Loans** | **1,342,208** | **1,338,386** | | Allowance for credit losses | (17,440) | (17,442) | | **Net Loans** | **1,324,768** | **1,320,944** | - The allowance for credit losses remained stable at **$17.4 million** as of March 31, 2024, with no provision for credit losses recorded in Q1 2024 and net charge-offs of only **$2,000**[93](index=93&type=chunk) - Nonperforming loans were exceptionally low, totaling just **$1,000** at both March 31, 2024, and December 31, 2023[101](index=101&type=chunk)[103](index=103&type=chunk) - As of March 31, 2024, the company had **36 loans** with a total balance of **$3.26 million** that were modified for borrowers experiencing financial difficulty, all of which were current on payments[110](index=110&type=chunk) [Note 4 – Fair Value](index=37&type=section&id=NOTE%204%20%E2%80%93%20FAIR%20VALUE) Explains the fair value hierarchy for financial instruments, with most recurring fair value measurements, like AFS securities, classified as Level 2 using observable inputs - At March 31, 2024, total assets measured at fair value on a recurring basis were **$498.1 million**, all classified as Level 2, indicating valuation based on observable inputs like benchmark quoted securities[139](index=139&type=chunk) [Note 12 – Shareholders' Equity](index=46&type=section&id=NOTE%2012%20%E2%80%93%20SHAREHOLDERS%27%20EQUITY) Details the company's and bank's regulatory capital levels, showing both significantly exceed minimum requirements and are considered "well capitalized" Consolidated Regulatory Capital Ratios (March 31, 2024) | Ratio | Actual | Minimum with Buffer | | :--- | :--- | :--- | | CET1 Capital Ratio | 18.2% | 7.0% | | Tier 1 Capital Ratio | 18.2% | 8.5% | | Total Capital Ratio | 19.2% | 10.5% | | Tier 1 Leverage Ratio | 11.8% | 4.0% | - The Bank was categorized as "well capitalized" under regulatory standards at both March 31, 2024, and December 31, 2023[180](index=180&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=48&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2024 financial performance and condition, covering net income drivers, balance sheet changes, asset quality, capital, liquidity, and the Wintrust merger [Overview](index=48&type=section&id=Overview) High-level Q1 2024 summary, noting **$2.61 billion** in assets and **$9.8 million** net income, highlighting the Wintrust merger and strong liquidity - The company entered into a definitive merger agreement with Wintrust Financial Corporation on April 15, 2024, in an all-stock transaction valued at approximately **$510.3 million**[184](index=184&type=chunk) - The company maintains a strong liquidity position, with sufficient resources to cover all uninsured deposits, which totaled approximately **$940.6 million** (**41%** of total deposits) at March 31, 2024[190](index=190&type=chunk) [Results of Operations](index=49&type=section&id=Results%20of%20Operations) Analyzes Q1 2024 income statement, showing net income decreased to **$9.8 million** from **$12.0 million** due to lower net interest income and higher noninterest expense, compressing net interest margin to **3.26%** - Net income for Q1 2024 was **$9.8 million** (**$0.29** per diluted share), a decrease from **$12.0 million** (**$0.35** per diluted share) in Q1 2023[191](index=191&type=chunk) - Net interest income decreased by **$1.9 million** year-over-year, driven by lower average balances of earning assets and a significant increase in deposit costs[196](index=196&type=chunk) Net Interest Margin Analysis | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Asset Yield | 4.58% | 4.15% | | Cost of Funds | 1.94% | 1.07% | | **Net Interest Margin** | **3.26%** | **3.44%** | - Noninterest expense increased by **$1.1 million**, primarily due to a **$316,000** increase in legal and professional fees related to strategic matters, including the pending merger, and a **$252,000** rise in salaries and benefits[208](index=208&type=chunk) [Financial Condition](index=55&type=section&id=Financial%20Condition) Reviews Q1 2024 balance sheet changes, noting total assets decreased by **$133.8 million** to **$2.61 billion** due to deposit runoff, while loans grew slightly to **$1.34 billion** with strong asset quality - Total loans increased by **$3.8 million** in Q1 2024 to **$1.34 billion**, with the commercial portfolio decreasing by **$2.9 million** and the residential mortgage portfolio growing by **$6.1 million**[217](index=217&type=chunk) - Asset quality is excellent, with nonperforming assets totaling only **$1,000**, representing **0.00%** of total assets at March 31, 2024[235](index=235&type=chunk)[238](index=238&type=chunk) - The allowance for credit losses was stable at **$17.4 million**, representing **1.30%** of total loans at March 31, 2024[238](index=238&type=chunk) - Total deposits decreased by **$131.3 million** to **$2.28 billion**, attributed to seasonal runoff of business deposits that had peaked at year-end 2023[253](index=253&type=chunk) [Capital Resources](index=63&type=section&id=CAPITAL%20RESOURCES) Details the company's strong capital position, with shareholders' equity increasing by **$5.9 million** to **$293.0 million**, and all regulatory capital ratios significantly exceeding "well capitalized" thresholds Consolidated Capital Ratios Trend | Ratio | Mar 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total capital to risk weighted assets | 19.2% | 18.7% | | Tier 1 capital to risk weighted assets | 18.2% | 17.7% | | Tier 1 capital to average assets | 11.8% | 11.4% | [Liquidity](index=63&type=section&id=LIQUIDITY) Describes the company's robust liquidity management, with diverse sources including core deposits, borrowing capacity, and securities cash flows, ensuring significant on-balance sheet liquidity - At March 31, 2024, the company had significant liquidity sources, including **$331.4 million** in federal funds sold, **$354.0 million** in available borrowing capacity, and **$411.0 million** in bond maturities and paydowns expected over the next 24 months[266](index=266&type=chunk) - The holding company's primary liquidity source is dividends from the Bank; in Q1 2024, the Bank paid a **$2.9 million** dividend to the Company to fund the shareholder dividend, with the Company's cash balance at **$8.2 million** at March 31, 2024[268](index=268&type=chunk)[269](index=269&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=65&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Addresses market risk, primarily interest rate risk, using a simulation model to analyze net interest income (NII) and economic value of equity (EVE) sensitivity to interest rate changes Interest Rate Sensitivity Analysis (as of March 31, 2024) | Interest Rate Scenario | % Change in Net Interest Income (Next 12 Months) | % Change in Economic Value of Equity | | :--- | :--- | :--- | | +200 bps | +3.61% | -2.58% | | +100 bps | +1.84% | -1.21% | | **Base Case** | **—** | **—** | | -100 bps | -2.95% | +0.33% | | -200 bps | -8.82% | -1.37% | [Item 4. Controls and Procedures](index=66&type=section&id=Item%204.%20Controls%20and%20Procedures) Confirms the effectiveness of disclosure controls and procedures as of March 31, 2024, with no material changes to internal controls over financial reporting during the quarter - The CEO and CFO concluded that the Company's disclosure controls and procedures were **effective** as of March 31, 2024[284](index=284&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal controls[284](index=284&type=chunk) Part II. Other Information [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=67&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Reports no purchases of the company's own equity securities during Q1 2024, and no publicly announced share repurchase plan exists - The Company did not purchase any of its common stock during the first quarter of 2024 and has no publicly announced repurchase plans[285](index=285&type=chunk)[286](index=286&type=chunk) [Item 6. Exhibits](index=67&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Form 10-Q report, including the Agreement and Plan of Merger with Wintrust Financial Corporation and corporate governance documents - Exhibit 2.1, the Agreement and Plan of Merger with Wintrust Financial Corporation dated April 15, 2024, is incorporated by reference[288](index=288&type=chunk)

Financial Performance - Net income for Q1 2024 was $9.8 million, a decrease from $12.0 million in Q1 2023, but an increase from $9.5 million in Q4 2023[3] - Net interest income for Q1 2024 totaled $20.7 million, a decrease of $1.9 million from Q1 2023[6] - Net income for Q1 2024 was $9,793 million, an increase of 3.2% from $9,495 million in Q4 2023 but a decrease of 18.3% from $12,004 million in Q1 2023[39] - Basic earnings per common share for Q1 2024 was $0.29, unchanged from Q4 2023 and down from $0.35 in Q1 2023[39] - Total non-interest income for Q1 2024 was $4,660 million, slightly down from $4,684 million in Q4 2023 but up from $4,528 million in Q1 2023[39] - Total non-interest expense for Q1 2024 was $13,245 million, a decrease from $13,964 million in Q4 2023 and an increase from $12,165 million in Q1 2023[39] - Efficiency ratio for Q1 2024 improved to 52.17% from 53.45% in Q4 2023 but was higher than 44.82% in Q1 2023[39] Asset and Loan Growth - Loan portfolio grew by $3.8 million (1.1% annualized growth) in Q1 2024, and by $121.3 million (9.9%) over the last 12 months[5] - Total loans increased to $1.34 billion at March 31, 2024, up $3.8 million from Q4 2023 and $121.3 million from Q1 2023[20] - Total portfolio loans reached $1,342,208 million in Q1 2024, a slight increase from $1,338,386 million in Q4 2023[43] Asset and Deposit Changes - Total assets decreased to $2.61 billion at March 31, 2024, down $133.8 million from $2.75 billion at December 31, 2023[18] - Total deposits decreased to $2.28 billion as of March 31, 2024, down $131.3 million, or 5.4%, from $2.42 billion at December 31, 2023[23] - Total assets as of March 31, 2024, were $2,614,906 million, a decrease from $2,748,699 million as of December 31, 2023[39] - Total deposits as of March 31, 2024, were $2,284,401 million, down from $2,415,730 million in Q4 2023 and $2,330,895 million in Q1 2023[39] Credit Quality and Allowance - Non-performing loans remained at $1,000, representing 0.00% of total loans as of March 31, 2024[13] - The allowance for credit losses was $17.4 million, representing 1.30% of total loans as of March 31, 2024[12] - The allowance for credit losses was $17,440 million in Q1 2024, slightly up from $17,001 million in Q4 2023[42] Capital and Liquidity - The company's total risk-based regulatory capital ratio remained consistent at levels significantly above the "well capitalized" minimums, with $151.3 million in excess capital[27] - Management maintained a strong liquidity position with $331.4 million in federal funds sold and short-term investments as of March 31, 2024[26] - The company has no brokered deposits on its balance sheet since December 2011, ensuring significant on-balance sheet liquidity[26] - Common equity tier 1 to risk-weighted assets was 18.16% in Q1 2024, up from 17.70% in Q4 2023, indicating stronger capital position[43] Merger and Strategic Initiatives - The company entered into a merger agreement with Wintrust Financial Corporation on April 15, 2024[5] - The planned merger with Wintrust Financial Corporation is expected to provide strategic and financial benefits, although it involves risks and uncertainties[30] - Management's focus on shorter-term bond durations has resulted in $411.0 million in bond maturities and paydowns expected in the next 24 months[26] Deposit Composition - Core deposits represented 100% of total deposits at March 31, 2024, reflecting a $579.0 million increase, or 34%, over pre-pandemic totals of $1.71 billion as of March 31, 2020[24] - Noninterest bearing demand deposits fell by $28.7 million from the end of Q4 2023 and by $76.1 million from Q1 2023[25] - The company continues to attract and retain core local deposit customers, with all certificates of deposit sourced from local customers[25]

NEW YORK, April 19, 2024 /PRNewswire/ -- Kuehn Law, PLLC, a shareholder litigation law firm, is investigating potential claims related to the below-listed proposed mergers.  Kuehn Law may seek additional disclosures or other relief on behalf of the shareholders of these companies.  Kuehn Law is investigating whether the Boards of the below companies 1) acted to maximize shareholder value, 2) failed to disclose material information, and 3) conducted a fair process:  Macatawa Bank Corporation (NASDAQ: MCBC) ...

Macatawa Bank (MCBC) shares rallied 37.7% in the last trading session to close at $13.67. This move can be attributable to notable volume with a higher number of shares being traded than in a typical session. This compares to the stock's 6.7% gain over the past four weeks.Shares of Macatawa Bank rallied for the fourth straight day. The last day’s huge rally was driven by the announcement of an all-stock deal by Wintrust Financial Corporation (WTFC) to acquire Macatawa Bank.As part of the transaction, MCBC s ...

ROSEMONT, Ill. and HOLLAND, Mich., April 15, 2024 (GLOBE NEWSWIRE) -- Wintrust Financial Corporation ("Wintrust") (NASDAQ:WTFC) and Macatawa Bank Corporation ("Macatawa") (NASDAQ:MCBC) today jointly announced that they have entered into a definitive merger agreement for Wintrust to acquire Macatawa in an all-stock transaction. Macatawa is the parent company of Macatawa Bank, a Michigan state-chartered bank, which is headquartered in Holland, Michigan and operates a network of 26 full-service branches locate ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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: 000-25927 MACATAWA BANK CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorp ...