BancFirst (BANF) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION This section presents the unaudited consolidated financial statements and management's discussion and analysis of the Company's financial condition and results of operations Item 1. Financial Statements (Unaudited) This section presents the unaudited consolidated financial statements, including balance sheets, statements of comprehensive income, shareholders' equity, and cash flow, along with detailed notes explaining significant accounting policies, recent developments, and specific financial instrument breakdowns Consolidated Balance Sheets The consolidated balance sheets show an increase in total assets, primarily driven by growth in interest-bearing deposits with banks and loans, alongside a corresponding rise in total deposits and stockholders' equity Consolidated Balance Sheets (Dollars in thousands) | Metric | June 30, 2025 (Unaudited) (Dollars in thousands) | December 31, 2024 (See Note 1) (Dollars in thousands) | | :----------------------------------- | :-------------------------- | :----------------------------- | | ASSETS | | | | Cash and due from banks | $259,587 | $237,840 | | Interest-bearing deposits with banks | $3,737,763 | $3,315,932 | | Debt securities available for sale | $1,104,043 | $1,210,917 | | Loans held for investment (net) | $8,114,488 | $8,025,110 | | Allowance for credit losses | ($96,988) | ($99,497) | | Total assets | $14,045,780 | $13,554,314 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Total deposits | $12,056,192 | $11,718,546 | | Total liabilities | $12,317,742 | $11,933,127 | | Total stockholders' equity | $1,728,038 | $1,621,187 | | Total liabilities and stockholders' equity | $14,045,780 | $13,554,314 | Consolidated Statements of Comprehensive Income The Company reported increased net income and diluted EPS for both the three and six months ended June 30, 2025, driven by higher net interest income and noninterest income, despite a decrease in the provision for credit losses Consolidated Statements of Comprehensive Income (Dollars in thousands) | Metric | Three Months Ended June 30, 2025 (Dollars in thousands) | Three Months Ended June 30, 2024 (Dollars in thousands) | Six Months Ended June 30, 2025 (Dollars in thousands) | Six Months Ended June 30, 2024 (Dollars in thousands) | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total interest income | $188,427 | $178,465 | $370,903 | $350,108 | | Total interest expense | $67,171 | $68,569 | $133,698 | $134,108 | | Net interest income | $121,256 | $109,896 | $237,205 | $216,000 | | Total provision for credit losses | $1,387 | $3,358 | $2,973 | $7,373 | | Total noninterest income | $48,048 | $43,944 | $96,942 | $88,844 | | Total noninterest expense | $88,199 | $85,316 | $180,378 | $168,095 | | Net income | $62,347 | $50,641 | $118,459 | $100,975 | | Basic Net Income Per Common Share | $1.87 | $1.53 | $3.56 | $3.06 | | Diluted Net Income Per Common Share | $1.85 | $1.51 | $3.51 | $3.01 | - Other comprehensive income, net of tax, significantly increased to $15,297 thousand for the six months ended June 30, 2025, compared to $1,801 thousand in the prior year, primarily due to unrealized income on debt securities[15] Consolidated Statements of Shareholders' Equity Shareholders' equity increased, driven by net income and contributions from stock-based compensation plans, partially offset by common stock dividends. Accumulated other comprehensive loss improved due to net changes in unrealized gains on securities Consolidated Statements of Shareholders' Equity (Dollars in thousands) | Metric | June 30, 2025 (Dollars in thousands) | June 30, 2024 (Dollars in thousands) | | :----------------------------------- | :------------ | :------------ | | Common Stock Issued at end of period | $33,272 | $33,022 | | Capital Surplus at end of period | $190,698 | $178,806 | | Retained Earnings at end of period | $1,521,631 | $1,348,905 | | Accumulated Other Comprehensive Loss | ($17,563) | ($48,241) | | Total Stockholders' Equity | $1,728,038 | $1,512,492 | - Net income for the six months ended June 30, 2025, was $118,459 thousand, contributing to retained earnings, while dividends on common stock totaled $30,596 thousand[17] Consolidated Statements of Cash Flow Operating activities provided less cash in the current period, while investing activities saw a significant reduction in cash used. Financing activities provided more cash, primarily due to a net change in deposits, leading to a substantial net increase in cash and equivalents Consolidated Statements of Cash Flow (Dollars in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 (Dollars in thousands) | Six Months Ended June 30, 2024 (Dollars in thousands) | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $155,074 | $166,475 | | Net cash used in investing activities | ($26,414) | ($361,268) | | Net cash provided by financing activities | $314,918 | $290,622 | | Net increase in cash, due from banks and interest-bearing deposits | $443,578 | $95,829 | | Cash, due from banks and interest-bearing deposits at end of period | $3,997,350 | $2,493,292 | - The significant decrease in cash used in investing activities was largely due to a smaller net change in loans and lower net payments on derivative asset contracts compared to the prior year[20] Notes to Consolidated Financial Statements These notes provide essential context and detailed breakdowns for the consolidated financial statements, covering accounting policies, recent acquisitions, securities, loan portfolio quality, intangible assets, debt, stock-based compensation, equity, EPS, fair value measurements, derivatives, and segment performance (1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines the Company's accounting and reporting policies, the entities included in the consolidated financial statements, the use of estimates, and the expected impact of recently issued accounting pronouncements - The consolidated financial statements include BancFirst Corporation and its subsidiaries, such as Council Oak Partners, LLC, BFC-PNC, LLC, BancFirst Insurance Services, Inc., Pegasus Bank, Worthington Bank, and BancFirst[23] - Recently issued ASUs (2024-03 on expense disaggregation and 2023-09 on income tax disclosures) are not expected to have a material impact on the Company's consolidated financial statements[27][28] (2) RECENT DEVELOPMENTS, INCLUDING MERGERS AND ACQUISITIONS The Company announced an agreement to acquire American Bank of Oklahoma (ABOK), a community bank with significant assets, loans, and deposits, with the transaction expected to close in the third quarter of 2025 - On May 20, 2025, BancFirst Corporation entered into an agreement to acquire American Bank of Oklahoma (ABOK)[29] - ABOK has approximately $385 million in total assets, $280 million in loans, and $320 million in deposits[29] - The transaction is expected to close in the third quarter of 2025, with the merger into BancFirst anticipated in the fourth quarter of 2025[29][30] (3) SECURITIES This note details the Company's debt securities portfolio, distinguishing between held-for-investment and available-for-sale categories, and provides a summary of their amortized cost, fair values, and unrealized gains/losses, noting no sales during the period Debt Securities Portfolio (Dollars in thousands) | Metric | June 30, 2025 (Dollars in thousands) | December 31, 2024 (Dollars in thousands) | | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Debt Securities Held for Investment | | | | Amortized Cost | $561 | $837 | | Estimated Fair Value | $561 | $837 | | Debt Securities Available for Sale | | | | Amortized Cost | $1,127,048 | $1,253,968 | | Estimated Fair Value | $1,104,043 | $1,210,917 | | Gross Unrealized Losses | ($23,789) | ($43,134) | - The Company had no sales of debt securities, and therefore no proceeds or realized gains/losses, for the six months ended June 30, 2025 or 2024[35] - Unrealized losses on available-for-sale debt securities are primarily due to increases in market interest rates, with the Company having the ability and intent to hold these securities for recovery[36] (4) LOANS HELD FOR INVESTMENT AND ALLOWANCE FOR CREDIT LOSSES ON LOANS This note provides a detailed breakdown of the loan portfolio, credit risk management, changes in Other Real Estate Owned (OREO), trends in nonaccrual loans, and activity in the allowance for credit losses, highlighting a significant increase in OREO due to a foreclosed construction loan Loans Held for Investment by Category (Dollars in thousands) | Loan Category | June 30, 2025 (Dollars in thousands) | December 31, 2024 (Dollars in thousands) | | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Real estate: Commercial owner occupied | $937,426 | $931,709 | | Real estate: Commercial non-owner occupied | $1,674,229 | $1,578,483 | | Construction and development < 60 months | $684,291 | $756,662 | | Commercial non-real estate | $1,427,576 | $1,363,462 | | Oil and gas | $472,105 | $509,858 | | Total Loans Held for Investment | $8,114,488 | $8,025,110 | - Other Real Estate Owned (OREO) and repossessed assets increased to $53,022 thousand at June 30, 2025, from $33,665 thousand at December 31, 2024, primarily due to a $15.6 million foreclosure on a construction and development real estate loan[41] Credit Quality Metrics (Dollars in thousands) | Metric | June 30, 2025 (Dollars in thousands) | December 31, 2024 (Dollars in thousands) | | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Total Nonaccrual Loans | $49,878 | $57,984 | | Allowance for Credit Losses | $96,988 | $99,497 | | Net Charge-offs (3 months ended June 30, 2025) | $5,066 | $1,377 | | Net Charge-offs (6 months ended June 30, 2025) | $5,849 | $5,068 | (5) INTANGIBLE ASSETS AND GOODWILL This note summarizes the Company's intangible assets and goodwill, showing a slight decrease in net intangible assets while goodwill remained stable across business segments Intangible Assets, Net (Dollars in thousands) | Intangible Asset | June 30, 2025 (Net Carrying Amount) (Dollars in thousands) | December 31, 2024 (Net Carrying Amount) (Dollars in thousands) | | :----------------------------------- | :---------------------------------- | :------------------------------------ | | Core deposit intangibles | $11,382 | $13,096 | | Customer relationship intangibles | $28 | $62 | | Total Intangible Assets, Net | $11,410 | $13,158 | - Goodwill remained constant at $182,263 thousand for both June 30, 2025, and December 31, 2024, distributed across BancFirst Metropolitan Banks, Community Banks, Pegasus, Worthington, Other Financial Services, and Executive, Operations & Support segments[65] (6) SUBORDINATED DEBT This note details the Company's subordinated debt, comprising 7.20% Cumulative Trust Preferred Securities and 3.50% Fixed-to-Floating Rate Subordinated Notes, outlining their terms, interest rates, maturity dates, and redemption options - The Company has $26 million of 7.20% Cumulative Trust Preferred Securities, maturing March 31, 2034, callable since March 31, 2009[66] - The Company issued $60 million of 3.50% Fixed-to-Floating Rate Subordinated Notes due 2036, which qualify as Tier 2 capital and bear a fixed rate until June 30, 2031, then a floating rate (SOFR + 229 bps)[67] - The Subordinated Notes are redeemable at the Company's option starting June 30, 2031, or upon specific events, subject to Federal Reserve approval[68][69] (7) STOCK-BASED COMPENSATION This note describes the Company's stock-based compensation plans, including the RSU Plan, Deferred Stock Compensation Plan, and terminated Stock Option Plans, detailing activity, shares available, and recognized expenses - The BancFirst Corporation 2023 Restricted Stock Unit Plan (RSU Plan) had 447,175 shares available for future grants at June 30, 2025, with RSUs vesting 20% per year over five years[70] - The Deferred Stock Compensation Plan had 31,459 shares available for future issuance at June 30, 2025[72] Stock-Based Compensation Expense (Dollars in thousands) | Metric | Six Months Ended June 30, 2025 (Dollars in thousands) | Six Months Ended June 30, 2024 (Dollars in thousands) | | :----------------------------------- | :------------------------------------------ | :------------------------------------------ | | Stock-based compensation expense | $1,709 | $1,635 | | Tax benefit | $411 | $393 | | Stock-based compensation expense, net of tax | $1,298 | $1,242 | (8) STOCKHOLDERS' EQUITY This note outlines the Company's Stock Repurchase Program and details the capital adequacy ratios for BancFirst Corporation and its subsidiaries, confirming they meet or exceed regulatory requirements and are classified as 'well capitalized' - As of June 30, 2025, 479,784 shares remained to be repurchased under the Company's Stock Repurchase Program[80] Capital Adequacy Ratios (BancFirst Corporation) | Capital Ratio (BancFirst Corporation) | Actual Ratio (June 30, 2025) | Required for Capital Adequacy Purposes | | :----------------------------------- | :--------------------------- | :------------------------------------- | | Total Capital (to RWA) | 19.62% | 8.00% | | Common Equity Tier 1 Capital (to RWA) | 17.56% | 4.50% | | Tier 1 Capital (to RWA) | 17.85% | 6.00% | | Tier 1 Capital (to Quarterly Average Assets) | 11.43% | 4.00% | - BancFirst, Pegasus, and Worthington were all classified as 'well capitalized' by the Federal Reserve under prompt corrective action provisions as of June 30, 2025[80] (9) NET INCOME PER COMMON SHARE This note presents the calculation of basic and diluted net income per common share for the three and six months ended June 30, 2025 and 2024, showing an increase in both metrics Net Income Per Common Share | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic earnings per share | $1.87 | $1.53 | $3.56 | $3.06 | | Diluted earnings per share | $1.85 | $1.51 | $3.51 | $3.01 | | Weighted average shares outstanding for basic EPS | 33,255,015 | 33,001,180 | 33,243,963 | 32,974,582 | | Weighted-average shares outstanding for diluted EPS | 33,795,243 | 33,525,061 | 33,782,069 | 33,520,247 | - Fewer options and RSUs were excluded from diluted EPS computation as anti-dilutive in 2025 compared to 2024, indicating a more dilutive effect of stock compensation[82] (10) FAIR VALUE MEASUREMENTS This note defines the fair value hierarchy (Level 1, 2, 3) and provides a detailed breakdown of financial assets and liabilities measured at fair value on both a recurring and nonrecurring basis, including debt securities, derivatives, and collateral-dependent loans - The fair value hierarchy categorizes inputs into Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[85] Recurring Fair Value Measurements (June 30, 2025) (Dollars in thousands) | Financial Asset/Liability (June 30, 2025) | Level 1 Inputs (Dollars in thousands) | Level 2 Inputs (Dollars in thousands) | Level 3 Inputs (Dollars in thousands) | Total Fair Value (Dollars in thousands) | | :---------------------------------------- | :------------- | :------------- | :------------- | :--------------- | | Debt securities available for sale: U.S. Treasury | $1,071,025 | — | — | $1,071,025 | | Debt securities available for sale: U.S. federal agencies | — | $7,501 | — | $7,501 | | Debt securities available for sale: Mortgage-backed securities | — | $12,570 | — | $12,570 | | Derivative assets | — | $16,144 | — | $16,144 | | Derivative liabilities | — | $14,582 | — | $14,582 | Nonrecurring Fair Value Assets (June 30, 2025) (Dollars in thousands) | Nonrecurring Fair Value Assets (June 30, 2025) | Total Fair Value (Level 3) (Dollars in thousands) | | :--------------------------------------------- | :------------------------- | | Equity securities | $7,851 | | Collateral dependent loans | $1,896 | | Repossessed assets | $788 | | Other real estate owned | $23,526 | (11) DERIVATIVE FINANCIAL INSTRUMENTS This note details the Company's use of oil and gas swaps and options to meet customer needs and manage price exposure, outlining their fair values, notional amounts, and credit exposure - The Company enters into offsetting oil and gas swaps and options contracts to accommodate customer needs and mitigate exposure to price fluctuations[108] Derivative Positions (June 30, 2025) (Dollars in thousands) | Derivative Position (June 30, 2025) | Notional Amount (thousands) | Estimated Fair Value (thousands) | | :---------------------------------- | :-------------------------- | :------------------------------- | | Oil Derivative assets | $13,258 | $13,258 | | Oil Derivative liabilities | ($12,644) | ($12,644) | | Gas/Natural Gas Liquids Derivative assets | $2,886 | $2,886 | | Gas/Natural Gas Liquids Derivative liabilities | ($1,938) | ($1,938) | | Total Fair Value (Derivative assets) | N/A | $16,144 | | Total Fair Value (Derivative liabilities) | N/A | ($14,582) | - The Company's net credit exposure relating to oil and gas swaps and options with bank counterparties was $13,377 thousand at June 30, 2025, up from $8,074 thousand at December 31, 2024[110] (12) SEGMENT INFORMATION This note provides financial results and selected data for the Company's six principal business units, including BancFirst metropolitan and community banks, Pegasus, Worthington, other financial services, and executive/operations/support, highlighting their contributions to overall performance - The Company operates through six principal business units: BancFirst metropolitan banks, BancFirst community banks, Pegasus, Worthington, other financial services, and executive, operations, support and eliminations[113] Income Before Taxes by Segment (Three Months Ended June 30, 2025) (Dollars in thousands) | Segment (Three Months Ended June 30, 2025) | Income before taxes (Dollars in thousands) | | :----------------------------------------- | :--------------------------------------- | | BancFirst Metropolitan Banks | $22,834 | | BancFirst Community Banks | $49,342 | | Pegasus | $7,469 | | Worthington | $2,182 | | Other Financial Services | $6,367 | | Executive, Operations, Support and Eliminations | ($8,476) | | Consolidated Total | $79,718 | Selected Financial Data by Segment (June 30, 2025) (Dollars in thousands) | Segment (June 30, 2025) | Loans held for investment (Dollars in thousands) | Total assets (Dollars in thousands) | Total deposits (Dollars in thousands) | | :----------------------------------------- | :--------------------------------------------- | :---------------------------------- | :------------------------------------ | | BancFirst Metropolitan Banks | $2,466,154 | $3,443,579 | $2,961,647 | | BancFirst Community Banks | $4,114,132 | $8,091,096 | $7,454,342 | | Pegasus | $887,498 | $1,487,269 | $1,265,357 | | Worthington | $479,897 | $619,458 | $530,347 | | Consolidated Total | $8,114,488 | $14,045,780 | $12,056,192 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial performance and condition, including forward-looking statements, a summary of key financial results, and detailed discussions of net interest income, credit quality, noninterest income and expense, income taxes, and balance sheet items Forward Looking Statements This section highlights that forward-looking statements are subject to various risks and uncertainties, including economic conditions, regulatory changes, interest rate fluctuations, and market dynamics, which could cause actual results to differ materially - Forward-looking statements are subject to numerous assumptions, risks, and uncertainties, including economic conditions, financial markets, interest rates, legislative and regulatory actions, and competition[118] - Key risk factors include changes in accounting policies, fiscal/monetary policy, regulatory environment, inflation, oil and gas prices, banking industry developments, deposit mix shifts, borrower financial performance, and technological changes[119] Summary of Financial Performance The Company reported a strong second quarter and year-to-date performance with increased net income and diluted EPS, driven by higher net interest income and noninterest income. Total assets, loans, and deposits grew, while nonaccrual loans decreased, and net charge-offs increased due to a specific real estate loan Summary of Financial Performance (Dollars in millions) | Metric | Q2 2025 (Dollars in millions) | Q2 2024 (Dollars in millions) | YoY Change | | :----------------------------------- | :------ | :------ | :--------- | | Net income | $62.3 | $50.6 | +23.1% | | Diluted net income per common share | $1.85 | $1.51 | +22.5% | | Net interest income | $121.3 | $109.9 | +10.4% | | Provision for credit losses on loans | $1.2 | $3.4 | -64.7% | | Noninterest income | $48.0 | $43.9 | +9.3% | | Noninterest expense | $88.2 | $85.3 | +3.4% | - Total assets increased by $491.5 million to $14.0 billion at June 30, 2025, with loans growing by $91.3 million to $8.1 billion and deposits increasing by $337.6 million to $12.1 billion[125] - Nonaccrual loans decreased to $49.9 million (0.61% of total loans) at June 30, 2025, from $57.984 million (0.72%) at year-end 2024, while net charge-offs for Q2 2025 were $4.7 million, including $3.7 million from one real estate loan[126] Results of Operations The Company's results of operations for the three and six months ended June 30, 2025, show strong growth in net interest income driven by higher loan volume and earning assets, a reduced provision for credit losses, and increased noninterest income from various sources. Noninterest expenses rose primarily due to salaries and employee benefits Key Operating Metrics (Dollars in thousands) | Metric | Q2 2025 (Dollars in thousands) | Q2 2024 (Dollars in thousands) | 6M 2025 (Dollars in thousands) | 6M 2024 (Dollars in thousands) | | :----------------------------------- | :------ | :------ | :------ | :------ | | Net interest income | $121,256 | $109,896 | $237,205 | $216,000 | | Provision for credit losses on loans | $1,239 | $3,358 | $2,700 | $7,373 | | Total noninterest income | $48,048 | $43,944 | $96,942 | $88,844 | | Total noninterest expense | $88,199 | $85,316 | $180,378 | $168,095 | | Net interest margin | 3.75% | 3.76% | 3.72% | 3.73% | | Efficiency ratio | 52.10% | 55.46% | 53.98% | 55.14% | | Net charge-offs to average loans | 0.05% | 0.01% | 0.06% | 0.06% | - Net interest income increased by $11.4 million (10.3%) for Q2 2025 and $21.2 million (9.8%) for 6M 2025, primarily due to higher loan volume and general growth in earning assets[136][137] - Noninterest income for Q2 2025 increased by $4.1 million, driven by higher trust revenue, treasury income, sweep fees, insurance commissions, and other noninterest income, partially offset by losses on equity securities[140] - Noninterest expense increased by $2.9 million for Q2 2025 and $12.3 million for 6M 2025, mainly due to growth in salaries and employee benefits, occupancy expense, and net expense from other real estate owned[144][145] Financial Position The Company's financial position at June 30, 2025, reflects growth in total assets, loans, and deposits. Liquidity remains strong, and capital ratios are well above regulatory requirements. Nonaccrual loans decreased, but OREO increased due to a specific foreclosure Key Financial Position Metrics (Dollars in thousands) | Metric | June 30, 2025 (Dollars in thousands) | December 31, 2024 (Dollars in thousands) | | :----------------------------------- | :----------------------------------- | :----------------------------------- | | Total assets | $14,045,780 | $13,554,314 | | Total loans (net of unearned interest) | $8,124,497 | $8,033,183 | | Total deposits | $12,056,192 | $11,718,546 | | Stockholders' equity | $1,728,038 | $1,621,187 | | Nonaccrual loans | $49,878 | $57,984 | | Other real estate owned and repossessed assets | $53,022 | $33,665 | | Nonaccrual loans to total loans | 0.61% | 0.72% | | Allowance for credit losses to total loans | 1.19% | 1.24% | - Total loans increased by $91.3 million (1.1%) from December 31, 2024, with commercial real estate contributing the largest increase of $101.5 million[155] - Liquidity is high, with cash and equivalents representing 28.5% of total assets at June 30, 2025, up from 26.2% at December 31, 2024[170] - Uninsured deposits totaled $4.0 billion at June 30, 2025, representing 32.8% of total deposits, with existing and contingent liquidity sources equivalent to approximately 150% of uninsured deposits[173] Item 3. Quantitative and Qualitative Disclosure About Market Risk This section states that there have been no significant changes in the Company's market risk disclosures since its most recent annual report - There have been no significant changes in the Company's disclosures regarding market risk since December 31, 2024[180] Item 4. Controls and Procedures The Company's management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2025, and reported no material changes in internal control over financial reporting during the period - The Company's Chief Executive Officer, Chief Financial Officer, and Disclosure Committee evaluated and concluded that disclosure controls and procedures are effective as of June 30, 2025[181] - There have been no material changes in the Company's internal controls over financial reporting during the period covered by this report[182] PART II – OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, equity sales, defaults, mine safety, other disclosures, and a list of exhibits Item 1. Legal Proceedings The Company is involved in various legal actions arising from its normal business activities but does not anticipate any material adverse effect on its consolidated financial statements - The Company is a defendant in various legal actions related to its normal business activities[184] - Management believes that any liability arising from these actions will not have a material adverse effect on the consolidated financial statements[184] Item 1A. Risk Factors This section confirms that there have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 - As of June 30, 2025, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A, of the Company's Annual Report on Form 10-K for the year ended December 31, 2024[185] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The Company reported no unregistered sales of equity securities during the period - There were no unregistered sales of equity securities during the period[186] Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities during the period - There were no defaults upon senior securities during the period[187] Item 4. Mine Safety Disclosures The Company reported no mine safety disclosures during the period - There were no mine safety disclosures during the period[188] Item 5. Other Information The Company reported no other information in this section - There was no other information to report in this section[189] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, CEO/CFO certifications, and XBRL interactive data files - Exhibits include Amended and Restated By-Laws, Restated Certificate of Incorporation, CEO's and CFO's Certifications (pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350), and Inline XBRL documents[190] Signatures This section contains the official signatures of the registrant's principal executive officer and principal financial officer, certifying the report - The report was signed by David Harlow, President and Chief Executive Officer, and Hannah Andrus, Executive Vice President and Chief Financial Officer, on August 5, 2025[193]