Bank First(US:BFC)2025-08-11 14:40markdown [PART I – FINANCIAL INFORMATION](index=3&type=section&id=Part%20I.%20Financial%20Information) This section details the company's unaudited financial statements, management's analysis, market risk, and internal controls [ITEM 1. FINANCIAL STATEMENTS](index=3&type=section&id=ITEM%201.%20Financial%20Statements) This section presents Bank First Corporation's unaudited consolidated financial statements, detailing balance sheets, income, and cash flows [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets%20%E2%80%93%20June%2030%2C%202025%20(unaudited)%20and%20December%2031%2C%202024) This section provides a comparative overview of the company's financial position at June 30, 2025, and December 31, 2024 Total Assets (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $4,365,082 | | December 31, 2024 | $4,495,060 | | **Change** | **($129,978)** | | **% Change** | **-2.9%** | Cash and Cash Equivalents (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $120,328 | | December 31, 2024 | $261,332 | | **Change** | **($141,004)** | | **% Change** | **-53.9%** | Loans, net (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $3,536,065 | | December 31, 2024 | $3,473,017 | | **Change** | **$63,048** | | **% Change** | **1.8%** | Total Deposits (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $3,595,424 | | December 31, 2024 | $3,661,073 | | **Change** | **($65,649)** | | **% Change** | **-1.8%** | Total Stockholders' Equity (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $612,333 | | December 31, 2024 | $639,683 | | **Change** | **($27,350)** | | **% Change** | **-4.3%** | [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income%20%E2%80%93%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section presents the company's consolidated income statements for the three and six months ended June 30, 2025 and 2024 Net Income (Three Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $16,875 | | 2024 | $16,059 | | **Change** | **$816** | | **% Change** | **5.1%** | Net Income (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $35,116 | | 2024 | $31,471 | | **Change** | **$3,645** | | **% Change** | **11.6%** | Net Interest Income (Three Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $36,702 | | 2024 | $33,007 | | **Change** | **$3,695** | | **% Change** | **11.2%** | Net Interest Income (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $73,239 | | 2024 | $66,356 | | **Change** | **$6,883** | | **% Change** | **10.4%** | Earnings per share - basic (Six Months Ended June 30) | Year | EPS | | :--- | :--- | | 2025 | $3.53 | | 2024 | $3.10 | | **Change** | **$0.43** | | **% Change** | **13.9%** | [Consolidated Statements of Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20%E2%80%93%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section presents the company's consolidated comprehensive income statements for the three and six months ended June 30, 2025 and 2024 Comprehensive Income (Three Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $17,718 | | 2024 | $16,099 | | **Change** | **$1,619** | | **% Change** | **10.1%** | Comprehensive Income (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $36,706 | | 2024 | $30,846 | | **Change** | **$5,860** | | **% Change** | **19.0%** | Unrealized holding gains (losses) arising during period (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $2,010 | | 2024 | ($781) | | **Change** | **$2,791** | [Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20%E2%80%93%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section details changes in stockholders' equity for the periods presented, including net income, dividends, and stock repurchases Total Stockholders' Equity (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $612,333 | | January 1, 2025 | $639,683 | | **Change** | **($27,350)** | | **% Change** | **-4.3%** | - Cash dividends for the six months ended June 30, 2025, totaled **$43,639 thousand**, including **$39,148 thousand** in Q2 2025 and **$4,491 thousand** in Q1 2025[17](index=17&type=chunk) - Purchase of treasury stock for the six months ended June 30, 2025, totaled **$22,043 thousand**, including **$15,662 thousand** in Q2 2025 and **$6,381 thousand** in Q1 2025[17](index=17&type=chunk) - Net income for the six months ended June 30, 2025, totaled **$35,116 thousand**, including **$16,875 thousand** in Q2 2025 and **$18,241 thousand** in Q1 2025[17](index=17&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20%E2%80%93%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section presents the company's consolidated cash flow statements for the six months ended June 30, 2025 and 2024 Net cash provided by operating activities (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $18,022 | | 2024 | $16,263 | | **Change** | **$1,759** | | **% Change** | **10.8%** | Net cash used in investing activities (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | ($2,769) | | 2024 | ($69,819) | | **Change** | **$67,050** | Net cash used in financing activities (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | ($156,257) | | 2024 | ($94,962) | | **Change** | **($61,295)** | | **% Change** | **64.5%** | Cash and cash equivalents at end of period (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $120,328 | | 2024 | $98,950 | | **Change** | **$21,378** | | **% Change** | **21.6%** | [Notes to Unaudited Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) This section provides detailed notes to the unaudited consolidated financial statements, explaining accounting policies and estimates - Bank First Corporation operates through its wholly-owned subsidiary, Bank First, N.A., a full-service financial institution with **27 locations** in Wisconsin[24](index=24&type=chunk) - No material changes to critical accounting policies or estimates (business combinations, core deposit intangibles, acquired loans, ACL-Loans) since the 2024 Annual Report[27](index=27&type=chunk)[28](index=28&type=chunk) - Recently issued accounting standards include ASU 2023-06 (Disclosure Improvements), ASU 2023-09 (Income Taxes), and ASU 2024-03 (Expense Disaggregation Disclosures), with varying effective dates and anticipated impacts on disclosures[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) [NOTE 1 – BASIS OF PRESENTATION](index=9&type=section&id=NOTE%201%20%E2%80%93%20BASIS%20OF%20PRESENTATION) This note outlines the basis of presentation for the interim unaudited consolidated financial statements, adhering to GAAP and SEC requirements - Interim unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information and SEC instructions, with certain information and footnote disclosures omitted or abbreviated[25](index=25&type=chunk) - No material changes or developments with respect to critical accounting policies and estimates (business combinations, core deposit intangibles, acquired loans, and ACL-Loans) as previously disclosed in the Company's Annual Report[27](index=27&type=chunk)[28](index=28&type=chunk) - ASU 2023-09 (Income Taxes) is effective for annual periods beginning after December 15, 2024, and will require expanded disclosure related to income tax exposure[31](index=31&type=chunk) [NOTE 2 – EARNINGS PER SHARE](index=10&type=section&id=NOTE%202%20%E2%80%93%20EARNINGS%20PER%20SHARE) This note provides details on basic and diluted earnings per common share for the periods presented Basic Earnings Per Common Share (Three Months Ended June 30) | Year | EPS | | :--- | :--- | | 2025 | $1.71 | | 2024 | $1.59 | | **Change** | **$0.12** | | **% Change** | **7.5%** | Basic Earnings Per Common Share (Six Months Ended June 30) | Year | EPS | | :--- | :--- | | 2025 | $3.53 | | 2024 | $3.10 | | **Change** | **$0.43** | | **% Change** | **13.9%** | Diluted Earnings Per Common Share (Six Months Ended June 30) | Year | EPS | | :--- | :--- | | 2025 | $3.53 | | 2024 | $3.10 | | **Change** | **$0.43** | | **% Change** | **13.9%** | [NOTE 3 – SECURITIES](index=11&type=section&id=NOTE%203%20%E2%80%93%20SECURITIES) This note details the company's available-for-sale and held-to-maturity securities, including amortized cost and fair value Available for Sale Securities (June 30, 2025) (in thousands) | Metric | Amount | | :--- | :--- | | Amortized Cost | $178,047 | | Gross Unrealized Gains | $190 | | Gross Unrealized Losses | ($11,028) | | Estimated Fair Value | $167,209 | Held to Maturity Securities (June 30, 2025) (in thousands) | Metric | Amount | | :--- | :--- | | Amortized Cost | $109,854 | | Gross Unrealized Gains | $1,046 | | Gross Unrealized Losses | ($478) | | Estimated Fair Value | $110,422 | - Unrealized losses on securities are attributed to changes in interest rates, market spreads, and market conditions, not credit deterioration. The Company does not intend to sell these securities and expects to recover amortized cost[37](index=37&type=chunk) - Carrying values of securities pledged to secure public deposits and for other purposes were approximately **$196.5 million** at June 30, 2025, down from **$273.4 million** at December 31, 2024[41](index=41&type=chunk) [NOTE 4 – LOANS, ALLOWANCE FOR CREDIT LOSSES, AND CREDIT QUALITY](index=13&type=section&id=NOTE%204%20%E2%80%93%20LOANS%2C%20ALLOWANCE%20FOR%20CREDIT%20LOSSES%2C%20AND%20CREDIT%20QUALITY) This note provides detailed information on the loan portfolio, allowance for credit losses, and credit quality metrics Loans, net of ACL-Loans (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $3,537,463 | | December 31, 2024 | $3,474,774 | | **Change** | **$62,689** | | **% Change** | **1.8%** | Allowance for Credit Losses - Loans (ACL-Loans) (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $44,292 | | December 31, 2024 | $44,151 | | **Change** | **$141** | | **% Change** | **0.3%** | Provision for Credit Losses (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $600 | | 2024 | $200 | | **Change** | **$400** | | **% Change** | **200.0%** | Non-Accrual Loans (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $13,034 | | December 31, 2024 | $6,826 | | **Change** | **$6,208** | | **% Change** | **90.9%** | - The Allowance for Credit Losses on Unfunded Commitments (ACL-Unfunded Commitments) remained stable at **$2.6 million** at June 30, 2025, and December 31, 2024[46](index=46&type=chunk) [NOTE 5 – MORTGAGE SERVICING RIGHTS](index=20&type=section&id=NOTE%205%20%E2%80%93%20MORTGAGE%20SERVICING%20RIGHTS) This note details the fair value and unpaid principal balance of mortgage servicing rights, along with key economic assumptions Fair Value of MSR (Six Months Ended June 30) (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $13,445 | | December 31, 2024 | $13,369 | | **Change** | **$76** | | **% Change** | **0.6%** | Unpaid principal balance of loans serviced for others (Six Months Ended June 30) (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $1,173,121 | | December 31, 2024 | $1,172,311 | | **Change** | **$810** | | **% Change** | **0.1%** | - Primary economic assumptions for MSR valuation include constant prepayment speeds of **8.0%** (June 30, 2025) and **8.2%** (Dec 31, 2024), and discount rates of **10.18%** for both periods[60](index=60&type=chunk) [NOTE 6 – NOTES PAYABLE](index=21&type=section&id=NOTE%206%20%E2%80%93%20NOTES%20PAYABLE) This note provides information on the company's notes payable, primarily FHLB advances, and available borrowing capacity Notes Payable (FHLB advances) (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $109,915 | | December 31, 2024 | $135,372 | | **Change** | **($25,457)** | | **% Change** | **-18.8%** | - The Company had borrowing availability at the FHLB totaling **$501.6 million** as of June 30, 2025, in addition to existing borrowings[62](index=62&type=chunk) [NOTE 7 – SUBORDINATED NOTES AND JUNIOR SUBORDINATED DEBENTURES](index=21&type=section&id=NOTE%207%20%E2%80%93%20SUBORDINATED%20NOTES%20AND%20JUNIOR%20SUBORDINATED%20DEBENTURES) This note details the company's outstanding subordinated notes and junior subordinated debentures, including their terms - Outstanding subordinated notes totaled **$12,000 thousand** at both June 30, 2025, and December 31, 2024[63](index=63&type=chunk)[64](index=64&type=chunk) - These notes have 10-year maturities, carry fixed interest rates (**5.0%** and **5.25%** respectively) for initial periods, then variable rates, and qualify for Tier 2 capital for regulatory purposes[63](index=63&type=chunk)[64](index=64&type=chunk) [NOTE 8 – REGULATORY MATTERS](index=22&type=section&id=NOTE%208%20%E2%80%93%20REGULATORY%20MATTERS) This note confirms the company's and its subsidiary's compliance with all capital adequacy requirements - Both Bank First Corporation and Bank First, N.A. met all capital adequacy requirements, including the **2.5% conservation buffer**, as of June 30, 2025, and December 31, 2024[66](index=66&type=chunk) Bank First, N.A. Capital Ratios (June 30, 2025) | Ratio | Actual | Minimum for Capital Adequacy | Minimum for Well Capitalized | | :--- | :--- | :--- | :--- | | Total Capital | 12.19% | 8.00% | 10.00% | | Tier 1 Capital | 11.03% | 6.00% | 8.00% | | Common Equity Tier 1 | 11.03% | 4.50% | 6.50% | | Tier 1 Leverage | 9.66% | 4.00% | 5.00% | - The Bank does not intend to opt into the Community Bank Leverage Ratio Framework[208](index=208&type=chunk) [NOTE 9 – SEGMENT INFORMATION](index=24&type=section&id=NOTE%209%20%E2%80%93%20SEGMENT%20INFORMATION) This note identifies the company's single reportable segment as banking operations, with performance evaluated on consolidated metrics - The Company's single reportable segment is banking operations, as determined by the Chief Executive Officer[68](index=68&type=chunk) - Performance is evaluated based on consolidated net income, return on assets, and benchmarking against competitors, with revenue streams and significant expenses assessed for product pricing and resource allocation[68](index=68&type=chunk) [NOTE 10 – COMMITMENTS AND CONTINGENCIES](index=24&type=section&id=NOTE%2010%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's off-balance-sheet commitments and contingencies, including rate-lock commitments Rate-Lock Commitments (Notional Amount) (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $15,900 | | December 31, 2024 | $8,200 | | **Change** | **$7,700** | | **% Change** | **93.9%** | Total Commitments Outstanding (June 30, 2025) (in thousands) | Commitment Type | Amount | | :--- | :--- | | Unused lines of credit | $733,426 | | Standby and direct pay letters of credit | $9,384 | | Credit card arrangements | $24,985 | | **Total** | **$767,795** | - The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments[71](index=71&type=chunk)[214](index=214&type=chunk) [NOTE 11 – FAIR VALUE MEASUREMENTS](index=25&type=section&id=NOTE%2011%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) This note details fair value measurements for financial instruments, categorizing them by valuation input levels Recurring Fair Value Measurements (June 30, 2025) (in thousands) | Asset Type | Fair Value | Level | | :--- | :--- | :--- | | Securities available for sale | $167,209 | Level 2 | | Mortgage servicing rights | $13,445 | Level 2 | Non-Recurring Fair Value Measurements (June 30, 2025) (in thousands) | Asset Type | Fair Value | Level | | :--- | :--- | :--- | | Loans individually evaluated, net of reserve | $10,896 | Level 3 | - Significant unobservable inputs for Level 3 assets (loans individually evaluated) include collateral discounts and discount rates, with a weighted average discount of **21%** as of June 30, 2025[78](index=78&type=chunk) Financial Instruments Not Measured at Fair Value (June 30, 2025) (in thousands) | Instrument | Carrying Amount | Total Fair Value | | :--- | :--- | :--- | | Cash and cash equivalents | $120,328 | $120,328 | | Securities held to maturity | $109,854 | $110,422 | | Loans, net | $3,536,065 | $3,393,648 | | Deposits | $3,595,424 | $3,304,035 | [NOTE 12 – STOCK BASED COMPENSATION](index=28&type=section&id=NOTE%2012%20%E2%80%93%20STOCK%20BASED%20COMPENSATION) This note provides information on stock-based compensation expense, unrecognized costs, and outstanding restricted stock awards - Compensation expense for restricted stock was **$0.5 million** for the three months ended June 30, 2025, and **$1.0 million** for the six months ended June 30, 2025[82](index=82&type=chunk) - As of June 30, 2025, there was **$3.3 million** of unrecognized compensation cost related to non-vested restricted stock awards, expected to be recognized over a weighted average period of **1.75 years**[83](index=83&type=chunk) - Restricted stock awards outstanding at June 30, 2025, totaled **46,727 shares** with a weighted average grant-date fair value of **$94.77**[84](index=84&type=chunk) [NOTE 13 – SUBSEQUENT EVENT](index=28&type=section&id=NOTE%2013%20%E2%80%93%20SUBSEQUENT%20EVENT) This note discloses a significant subsequent event: a merger agreement with Centre 1 Bancorp, Inc., expected to close in January 2026 - On July 18, 2025, the Company entered into a merger agreement with Centre 1 Bancorp, Inc., parent company of First National Bank and Trust Company (FNBT)[85](index=85&type=chunk) - The transaction is expected to close on January 1, 2026, subject to customary closing conditions including regulatory approvals[85](index=85&type=chunk) - Based on combined results as of June 30, 2025, the merged entity would have total assets of approximately **$5.9 billion**, loans of approximately **$4.6 billion**, and deposits of approximately **$4.9 billion**[85](index=85&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=29&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes Bank First Corporation's financial condition and results of operations, highlighting net income, balance sheet, and capital - Net income increased by **$0.8 million (5.1%)** for Q2 2025 and **$3.6 million (11.6%)** for H1 2025, primarily driven by higher net interest income[102](index=102&type=chunk)[115](index=115&type=chunk) - Total loans increased by **$63.2 million (1.8%)** to **$3.58 billion** as of June 30, 2025, driven by demand for new credit[142](index=142&type=chunk) - A continued shift from noninterest-bearing to interest-bearing deposits was observed due to rising interest rates[172](index=172&type=chunk) - The company entered into a merger agreement with Centre 1 Bancorp, Inc., expected to close January 1, 2026, which will significantly increase total assets, loans, and deposits[85](index=85&type=chunk) [FORWARD-LOOKING STATEMENTS](index=29&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section clarifies that forward-looking statements are based on current expectations and are subject to risks and uncertainties - Forward-looking statements are based on current expectations, estimates, and projections about the Company's future plans, results, strategies, and expectations[88](index=88&type=chunk) - These statements are subject to risks, assumptions, and uncertainties that are difficult to predict and beyond the Company's control, which could cause actual results to differ materially[88](index=88&type=chunk) - The Company does not undertake any obligation to publicly update or review any forward-looking statement, except as required by law[88](index=88&type=chunk) [OVERVIEW](index=29&type=section&id=OVERVIEW) This section provides an overview of Bank First Corporation, its subsidiary Bank First, N.A., and its banking operations - Bank First Corporation serves as the holding company for Bank First, N.A., a nationally-chartered bank headquartered in Manitowoc, Wisconsin[90](index=90&type=chunk) - The Bank operates **twenty-seven banking locations** across various counties in Wisconsin, offering loan, deposit, and treasury management products[90](index=90&type=chunk) - A significant portion of the Bank's income is derived from interest received on loans and investments, with deposits being the primary source of funding[91](index=91&type=chunk) [SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA](index=31&type=section&id=SELECTED%20HISTORICAL%20CONSOLIDATED%20FINANCIAL%20DATA) This section presents selected historical consolidated financial data, including net income, EPS, total assets, and key ratios Net Income (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $35,116 | | 2024 | $31,471 | | **Change** | **$3,645** | | **% Change** | **11.6%** | Basic EPS (Six Months Ended June 30) | Year | EPS | | :--- | :--- | | 2025 | $3.53 | | 2024 | $3.10 | | **Change** | **$0.43** | | **% Change** | **13.9%** | Total Assets (June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $4,365,082 | | 2024 | $4,145,820 | | **Change** | **$219,262** | | **% Change** | **5.3%** | Return on Average Assets (Annualized, Six Months Ended June 30) | Year | Ratio | | :--- | :--- | | 2025 | 1.59% | | 2024 | 1.54% | | **Change** | **0.05 pp** | Net Interest Margin, taxable equivalent (Annualized, Six Months Ended June 30) | Year | Ratio | | :--- | :--- | | 2025 | 3.69% | | 2024 | 3.62% | | **Change** | **0.07 pp** | [GAAP RECONCILIATION AND MANAGEMENT EXPLANATION OF NON-GAAP FINANCIAL MEASURES](index=32&type=section&id=GAAP%20RECONCILIATION%20AND%20MANAGEMENT%20EXPLANATION%20OF%20NON-GAAP%20FINANCIAL%20MEASURES) This section reconciles non-GAAP financial measures like tangible book value and tangible equity to GAAP equivalents, explaining their utility - The non-GAAP financial measures presented are tangible book value per common share and tangible equity to tangible assets[96](index=96&type=chunk) - These non-GAAP measures exclude the impact of goodwill and other intangibles to allow for easier comparison of the Company's capital position to other companies[100](index=100&type=chunk) Reconciliation of Tangible Assets and Equity (June 30, 2025) (in thousands) | Metric | GAAP | Adjustment | Non-GAAP | | :--- | :--- | :--- | :--- | | Total Assets | $4,365,082 | ($193,738) | $4,171,344 | | Total Stockholders' Equity | $612,333 | ($193,738) | $418,595 | - Tangible book value per common share was **$42.57** and tangible common equity to tangible assets was **10.04%** as of June 30, 2025[101](index=101&type=chunk) [RESULTS OF OPERATIONS](index=33&type=section&id=RESULTS%20OF%20OPERATIONS) This section analyzes the company's financial performance for the three and six months ended June 30, 2025 and 2024 - Net income increased by **$0.8 million (5.1%)** for the three months ended June 30, 2025, and by **$3.6 million (11.6%)** for the six months ended June 30, 2025[102](index=102&type=chunk)[115](index=115&type=chunk) - The increase in net income was primarily driven by new and renewed loans pricing at higher yields, while deposit costs began to reprice lower[102](index=102&type=chunk)[115](index=115&type=chunk) - Noninterest expense increased due to elevated occupancy costs from multiple branch remodels and a new branch opening, as well as increased data processing expenditures for digital banking platform upgrades[113](index=113&type=chunk)[124](index=124&type=chunk) [Results of Operations for the Three Months Ended June 30, 2025 and June 30, 2024](index=33&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%20June%2030%2C%202024) This section details the company's financial results for the three months ended June 30, 2025 and 2024 Net Income (Three Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $16,875 | | 2024 | $16,059 | | **Change** | **$816** | | **% Change** | **5.1%** | Net Interest Income (Three Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $36,702 | | 2024 | $33,007 | | **Change** | **$3,695** | | **% Change** | **11.2%** | Total Interest Income (Three Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $54,575 | | 2024 | $49,347 | | **Change** | **$5,228** | | **% Change** | **10.6%** | Total Noninterest Income (Three Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $4,921 | | 2024 | $5,877 | | **Change** | **($956)** | | **% Change** | **-16%** | Total Noninterest Expense (Three Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $20,756 | | 2024 | $19,057 | | **Change** | **$1,699** | | **% Change** | **9%** | [Results of Operations for the Six Months Ended June 30, 2025 and June 30, 2024](index=36&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%20June%2030%2C%202024) This section details the company's financial results for the six months ended June 30, 2025 and 2024 Net Income (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $35,116 | | 2024 | $31,471 | | **Change** | **$3,645** | | **% Change** | **11.6%** | Net Interest Income (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $73,239 | | 2024 | $66,356 | | **Change** | **$6,883** | | **% Change** | **10.4%** | Total Interest Income (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $109,623 | | 2024 | $98,619 | | **Change** | **$11,004** | | **% Change** | **11.2%** | Total Noninterest Income (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $11,509 | | 2024 | $10,274 | | **Change** | **$1,235** | | **% Change** | **12%** | Total Noninterest Expense (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $41,360 | | 2024 | $39,381 | | **Change** | **$1,979** | | **% Change** | **5%** | - The effective tax rate for the six months ended June 30, 2025, was **17.9%**, compared to **15.1%** in 2024. The lower rate in 2024 was due to a **$1.3 million** reduction in estimated tax liability from new state tax legislation[126](index=126&type=chunk) [NET INTEREST MARGIN](index=40&type=section&id=NET%20INTEREST%20MARGIN) This section analyzes the company's net interest margin, earning asset yields, and cost of funds for the periods presented Net Interest Margin (Taxable Equivalent, Three Months Ended June 30) | Year | NIM | | :--- | :--- | | 2025 | 3.72% | | 2024 | 3.63% | | **Change** | **0.09 pp** | Net Interest Margin (Taxable Equivalent, Six Months Ended June 30) | Year | NIM | | :--- | :--- | | 2025 | 3.69% | | 2024 | 3.62% | | **Change** | **0.07 pp** | Earning Asset Yield (Six Months Ended June 30) | Year | Yield | | :--- | :--- | | 2025 | 5.50% | | 2024 | 5.37% | | **Change** | **0.13 pp** | Cost of Funds (Six Months Ended June 30) | Year | Cost | | :--- | :--- | | 2025 | 2.62% | | 2024 | 2.61% | | **Change** | **0.01 pp** | [Rate/Volume Analysis](index=42&type=section&id=Rate%2FVolume%20Analysis) This section provides a rate/volume analysis of changes in net interest income and interest income from loans Change in Net Interest Income (Three Months Ended June 30, 2025 vs 2024) (in thousands) | Factor | Increase/(Decrease) | | :--- | :--- | | Volume | $5,802 | | Rate | $9,055 | | **Total** | **$14,857** | Change in Net Interest Income (Six Months Ended June 30, 2025 vs 2024) (in thousands) | Factor | Increase/(Decrease) | | :--- | :--- | | Volume | $6,572 | | Rate | $8,089 | | **Total** | **$14,661** | Interest Income - Loans (Six Months Ended June 30, 2025 vs 2024) (in thousands) | Factor | Increase/(Decrease) | | :--- | :--- | | Volume | $8,479 | | Rate | $6,461 | | **Total** | **$14,940** | [CHANGES IN FINANCIAL CONDITION](index=42&type=section&id=CHANGES%20IN%20FINANCIAL%20CONDITION) This section discusses significant changes in the company's financial condition, including assets, cash, investments, loans, deposits, and equity Total Assets (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $4,365,082 | | December 31, 2024 | $4,495,060 | | **Change** | **($129,978)** | | **% Change** | **-2.9%** | - Cash and cash equivalents decreased by **$141.0 million** to **$120.3 million** at June 30, 2025, from **$261.3 million** at December 31, 2024, due to reduced seasonal customer deposits and loan portfolio growth[135](index=135&type=chunk) - Investment securities decreased by **$56.7 million** to **$277.1 million** at June 30, 2025, from **$333.8 million** at December 31, 2024, primarily due to the maturity of short-duration securities[136](index=136&type=chunk) - Net loans increased by **$63.0 million** to **$3.54 billion** at June 30, 2025, from **$3.47 billion** at December 31, 2024[137](index=137&type=chunk) - Deposits decreased by **$65.6 million (1.8%)** to **$3.60 billion** at June 30, 2025, from **$3.66 billion** at December 31, 2024[138](index=138&type=chunk) - Stockholders' equity decreased by **$27.4 million (4.3%)** to **$612.3 million** at June 30, 2025, from **$639.7 million** at December 31, 2024, due to share repurchases and dividends[139](index=139&type=chunk) [LOANS](index=44&type=section&id=LOANS) This section provides a detailed analysis of the company's loan portfolio, including its composition, growth drivers, and maturity profiles Total Loans (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $3,580,357 | | December 31, 2024 | $3,517,168 | | **Change** | **$63,189** | | **% Change** | **1.8%** | Loan Portfolio Composition (June 30, 2025) (in thousands) | Loan Type | Amount | % of Total | | :--- | :--- | :--- | | Commercial & industrial | $628,527 | 18% | | Commercial real estate (Owner occupied) | $841,749 | 23% | | Commercial real estate (Non-owner occupied) | $518,636 | 14% | | Multi-family | $377,218 | 11% | | Construction & development | $249,857 | 7% | | Residential 1-4 family | $891,685 | 25% | | Consumer | $57,855 | 2% | | Other loans | $14,830 | 0% | - Loan growth was primarily driven by solid demand for new credit from existing customer relationships[142](index=142&type=chunk) [Loan categories](index=46&type=section&id=Loan%20categories) This section breaks down the loan portfolio by categories such as Commercial & Industrial, Commercial Real Estate, Residential, and Consumer loans - Commercial and Industrial (C&I) loans totaled **$628.5 million (18% of total loans)** at June 30, 2025, primarily to small and middle-market businesses, secured by corporate assets and personal guarantees[144](index=144&type=chunk)[145](index=145&type=chunk) - Commercial Real Estate (CRE) loans totaled **$1.74 billion (48% of total loans)** at June 30, 2025, with growth primarily in multi-family real estate due to housing shortages[146](index=146&type=chunk) - Construction and Development (C&D) loans totaled **$249.9 million (7% of total loans)** at June 30, 2025, are short-term and require borrower equity injection prior to disbursement[148](index=148&type=chunk)[149](index=149&type=chunk) - Residential 1-4 family loans amounted to **$891.7 million (25% of total loans)** at June 30, 2025, including conforming and 'jumbo' loans, with servicing rights retained on all loans sold to the secondary market[150](index=150&type=chunk)[151](index=151&type=chunk)[153](index=153&type=chunk) - Consumer loans totaled **$57.9 million (2% of total loans)** at June 30, 2025, and generally carry greater risk due to rapidly depreciable assets and dependence on borrower's financial stability[155](index=155&type=chunk)[156](index=156&type=chunk) [Loan Portfolio Maturities](index=48&type=section&id=Loan%20Portfolio%20Maturities) This section presents the maturity distribution of the loan portfolio and the breakdown between fixed and floating rate loans Total Loans by Maturity (June 30, 2025) (in thousands) | Maturity Period | Amount | | :--- | :--- | | One Year or Less | $533,227 | | One to Five Years | $1,368,058 | | Five to Fifteen Years | $934,476 | | Over Fifteen Years | $744,596 | | **Total** | **$3,580,357** | Fixed vs. Floating Rate Loans (June 30, 2025) (in thousands) | Rate Type | Amount | | :--- | :--- | | Fixed Rate Loans | $2,162,499 | | Floating Rate Loans | $1,417,858 | | **Total** | **$3,580,357** | [NONPERFORMING ASSETS](index=48&type=section&id=NONPERFORMING%20ASSETS) This section details the company's nonperforming assets, including nonaccrual loans and other real estate owned Total Nonperforming Assets (NPAs) (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $13,597 | | December 31, 2024 | $9,237 | | **Change** | **$4,360** | | **% Change** | **47.2%** | Total Nonaccrual Loans (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $13,034 | | December 31, 2024 | $6,826 | | **Change** | **$6,208** | | **% Change** | **90.9%** | Nonaccrual Loans to Total Loans Ratio | Date | Ratio | | :--- | :--- | | June 30, 2025 | 0.36% | | December 31, 2024 | 0.19% | | **Change** | **0.17 pp** | - Other Real Estate Owned (OREO) decreased to **$0** at June 30, 2025, from **$741 thousand** at December 31, 2024[162](index=162&type=chunk) [Nonaccrual Loans](index=50&type=section&id=Nonaccrual%20Loans) This section provides a detailed breakdown of nonaccrual loans by type and discusses the factors contributing to their increase - Loans are typically placed on nonaccrual status when payments are **90 days or more past due**, or when management believes principal or interest will not be collectible[163](index=163&type=chunk) - The increase in nonaccrual loans through the first six months of 2025 was primarily due to the deterioration of one customer relationship[163](index=163&type=chunk) Nonaccrual Loans by Type (June 30, 2025) (in thousands) | Loan Type | Amount | | :--- | :--- | | Commercial & industrial | $6,732 | | Commercial real estate - owner occupied | $4,828 | | Residential 1-4 family | $1,306 | | **Total** | **$13,034** | [ALLOWANCE FOR CREDIT LOSSES - LOANS](index=51&type=section&id=ALLOWANCE%20FOR%20CREDIT%20LOSSES%20-%20LOANS) This section discusses the allowance for credit losses on loans, including provision, net charge-offs, and coverage ratios - The Allowance for Credit Losses - Loans (ACL-Loans) was **$44.3 million (1.24% of total loans)** at June 30, 2025, remaining consistent due to stable economic conditions and strong asset quality[166](index=166&type=chunk) Provision for Credit Losses (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $600 | | 2024 | $200 | | **Change** | **$400** | | **% Change** | **200.0%** | Net Charge-offs (Recoveries) (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $809 (net charge-offs) | | 2024 | ($809) (net recoveries) | | **Change** | **$1,618** | - The ratio of ACL-Loans to nonaccrual loans was **340%** at June 30, 2025, a decrease from **647%** at December 31, 2024, reflecting the increase in nonaccrual loans[162](index=162&type=chunk) [SOURCES OF FUNDS](index=52&type=section&id=SOURCES%20OF%20FUNDS) This section details the company's primary sources of funds, including deposits and borrowings, and their composition - Deposits are the primary source of funds, accounting for approximately **82.4%** of total liabilities and equity at June 30, 2025[170](index=170&type=chunk)[171](index=171&type=chunk) Total Deposits (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $3,595,424 | | December 31, 2024 | $3,661,073 | | **Change** | **($65,649)** | | **% Change** | **-1.8%** | - A continued shift from noninterest-bearing deposits to interest-bearing deposits has been observed due to prevailing interest rates[172](index=172&type=chunk) FHLB Borrowings (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $109,915 | | December 31, 2024 | $135,372 | | **Change** | **($25,457)** | | **% Change** | **-18.8%** | - The Company has **$1.54 billion** in availability between borrowings and brokered deposits for future funding needs[197](index=197&type=chunk) [Deposits](index=52&type=section&id=Deposits) This section analyzes the company's deposit base, including total deposits, noninterest-bearing, and interest-bearing deposits Total Deposits (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $3,595,424 | | December 31, 2024 | $3,661,073 | | **Change** | **($65,649)** | | **% Change** | **-1.8%** | Noninterest-bearing deposits (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $990,027 | | December 31, 2024 | $1,024,881 | | **Change** | **($34,854)** | | **% Change** | **-3.4%** | Interest-bearing deposits (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $2,605,397 | | December 31, 2024 | $2,636,192 | | **Change** | **($30,795)** | | **% Change** | **-1.2%** | - Certificates of deposit totaled **$656.7 million** at June 30, 2025, including **$20.1 million** of brokered deposits[173](index=173&type=chunk) - The long-term strategy is to minimize reliance on certificates of deposit by increasing relationship deposits in lower earning savings and demand deposit accounts[173](index=173&type=chunk) [Borrowings](index=53&type=section&id=Borrowings) This section details the company's borrowings, primarily FHLB advances and subordinated debt, including outstanding amounts FHLB Advances Outstanding (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $109,915 | | December 31, 2024 | $135,372 | | **Change** | **($25,457)** | | **% Change** | **-18.8%** | - Subordinated debt remained stable at **$12.0 million** outstanding at June 30, 2025, and December 31, 2024[180](index=180&type=chunk)[181](index=181&type=chunk) Average Daily FHLB Borrowings (Six Months Ended June 30) (in thousands) | Year | Amount | | :--- | :--- | | 2025 | $134,795 | | 2024 | $37,035 | | **Change** | **$97,760** | | **% Change** | **264.0%** | Weighted Average Interest Rate on Average Daily FHLB Borrowing (Six Months Ended June 30) | Year | Rate | | :--- | :--- | | 2025 | 4.53% | | 2024 | 4.01% | | **Change** | **0.52 pp** | [INVESTMENT SECURITIES](index=54&type=section&id=INVESTMENT%20SECURITIES) This section provides an overview of the company's investment securities portfolio, including available-for-sale and held-to-maturity Total Investment Securities (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $277,063 | | December 31, 2024 | $333,817 | | **Change** | **($56,754)** | | **% Change** | **-17.0%** | Available for Sale Securities (Fair Value) (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $167,209 | | December 31, 2024 | $223,061 | | **Change** | **($55,852)** | | **% Change** | **-25.0%** | Held to Maturity Securities (Amortized Cost) (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $109,854 | | December 31, 2024 | $110,756 | | **Change** | **($902)** | | **% Change** | **-0.8%** | - Gross unrealized losses on available-for-sale securities were **$11.0 million** at June 30, 2025, primarily due to changes in interest rates, not credit deterioration[183](index=183&type=chunk)[190](index=190&type=chunk) - No allowance for credit losses on available-for-sale or held-to-maturity securities was recognized, as no credit impairment is believed to exist[190](index=190&type=chunk)[191](index=191&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=57&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section assesses the company's liquidity position and capital adequacy, including regulatory capital ratios and funding sources - The Company maintains adequate liquidity through its investment portfolio, deposits, FHLB borrowings, and lines available from correspondent banks, with **$1.54 billion** in total availability[197](index=197&type=chunk) Total Stockholders' Equity (in thousands) | Date | Amount | | :--- | :--- | | June 30, 2025 | $612,333 | | December 31, 2024 | $639,683 | | **Change** | **($27,350)** | | **% Change** | **-4.3%** | - The Bank was classified as 'well capitalized' at June 30, 2025, exceeding all applicable regulatory capital requirements and the capital conservation buffer[204](index=204&type=chunk)[207](index=207&type=chunk) [Liquidity](index=57&type=section&id=Liquidity) This section defines liquidity and discusses the company's strategies for maintaining adequate cash to meet operational and commitment needs - Liquidity is defined as the Company's ability to generate adequate cash to meet its day-to-day operations and material long and short-term commitments[195](index=195&type=chunk) - The Company's highest priority is placed on growing noninterest-bearing deposits through strong community involvement[197](index=197&type=chunk) - The Company believes its present liquidity position is adequate to meet current and future needs, with no material adverse trends or events identified[197](index=197&type=chunk) [Capital Adequacy](index=57&type=section&id=Capital%20Adequacy) This section details the company's compliance with regulatory capital requirements and its 'well capitalized' status - The Bank is subject to various regulatory capital requirements administered by federal banking agencies (Federal Reserve and OCC) and was 'well capitalized' at June 30, 2025[199](index=199&type=chunk)[204](index=204&type=chunk) Bank First, N.A. Capital Ratios (June 30, 2025) | Ratio | Actual | Minimum for Well Capitalized | | :--- | :--- | :--- | | CET1 to Risk-Weighted Assets | 11.0% | 6.5% | | Tier 1 to Risk-Weighted Assets | 11.0% | 8.0% | | Total Capital to Risk-Weighted Assets | 12.2% | 10.0% | | Tier 1 to Average Assets (Leverage) | 9.7% | 5.0% | - The Bank met the then-applicable capital conservation buffer of **2.5%** as of June 30, 2025[66](index=66&type=chunk)[207](index=207&type=chunk) - The Company carried **$12.0 million** of subordinated debt as of June 30, 2025, which qualifies as Tier II capital[211](index=211&type=chunk) [FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK](index=61&type=section&id=FINANCIAL%20INSTRUMENTS%20WITH%20OFF-BALANCE-SHEET%20RISK) This section describes the company's financial instruments with off-balance-sheet risk, including loan commitments - The Company is party to financial instruments with off-balance-sheet risk, including loan commitments, standby and direct pay letters of credit, unused lines of credit, and credit card arrangements[213](index=213&type=chunk) - These instruments involve elements of credit and interest rate risk, and the Company uses the same credit policies for these as for on-balance-sheet instruments[213](index=213&type=chunk)[214](index=214&type=chunk) Total Commitments (June 30, 2025) (in thousands) | Commitment Type | Amount | | :--- | :--- | | Unused lines of credit | $733,426 | | Standby and direct pay letters of credit | $9,384 | | Credit card arrangements | $24,985 | | **Total** | **$767,795** | [Off-Balance Sheet Arrangements](index=61&type=section&id=Off-Balance%20Sheet%20Arrangements) This section details the company's off-balance sheet arrangements, such as unused lines of credit and letters of credit Off-Balance Sheet Commitments (June 30, 2025) (in thousands) | Commitment Type | Amount | | :--- | :--- | | Unused lines of credit | $733,426 | | Standby and direct pay letters of credit | $9,384 | | Credit card arrangements | $24,985 | | **Total** | **$767,795** | - These commitments do not necessarily represent future cash requirements as they often expire without being drawn upon[217](index=217&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=62&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section details the company's exposure to market risk, primarily interest rate risk, and its management strategies - The Company's primary market risk is interest rate risk, arising from its lending, investment, and deposit-taking activities[219](index=219&type=chunk) - The objective of interest rate risk management is to minimize the adverse impact of interest rate changes on net interest income and capital, while maximizing the yield-cost spread[221](index=221&type=chunk) - The Company uses various tools to manage interest rate risk, including interest rate sensitivity analysis (gap analysis), market value of portfolio equity analysis, and interest rate simulations[225](index=225&type=chunk) [Interest Rate Sensitivity](index=62&type=section&id=Interest%20Rate%20Sensitivity) This section analyzes the company's interest rate sensitivity, including estimated impacts of rate changes on net interest income - Interest rate risk is the risk to earnings and value arising from changes in market interest rates, encompassing repricing, option, yield curve, and basis risk[222](index=222&type=chunk) Estimated Percentage Change in Net Interest Income (June 30, 2025, next 12 months) | Change in Interest Rates (in Basis Points) | Percentage Change in Net Interest Income | | :--- | :--- | | +300 | (5.4)% | | +200 | (3.5)% | | +100 | (1.7)% | | -100 | (0.8)% | | -200 | (1.5)% | | -300 | (0.9)% | - The simulation assumes no growth in interest-earning assets or interest-bearing liabilities over the next 12 months[229](index=229&type=chunk) [Economic Value of Equity Analysis](index=63&type=section&id=Economic%20Value%20of%20Equity%20Analysis) This section presents the economic value of equity (EVE) analysis, measuring the sensitivity of the company's financial condition to interest rate changes - The economic value of equity (EVE) analysis measures the sensitivity of the Company's financial condition to changes in interest rates by comparing estimated changes in the present value of assets and liabilities[230](index=230&type=chunk) - As of June 30, 2025, an instantaneous **200 basis point increase** in interest rates was estimated to result in a **2.38% increase** in EVE[230](index=230&type=chunk) - An instantaneous **100 basis point decrease** in interest rates was estimated to result in a **1.45% decrease** in EVE[230](index=230&type=chunk) - These estimates are based on inherently uncertain assumptions (e.g., loan prepayment speeds, deposit maturities) and may not precisely forecast actual effects[230](index=230&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=64&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025 - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[232](index=232&type=chunk) - No changes were made to the Company's internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting[233](index=233&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=64&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section details the CEO and CFO's conclusion on the effectiveness of the company's disclosure controls and procedures - The CEO and CFO evaluated the effectiveness of the Company's disclosure controls and procedures as of June 30, 2025[232](index=232&type=chunk) - They concluded that these controls were effective in timely recording, processing, summarizing, and reporting information required under the Exchange Act[232](index=232&type=chunk) [Changes in Internal Control Over Financial Reporting](index=64&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section confirms no material changes to the company's internal control over financial reporting during the quarter - No changes were made to the Company's internal control over financial reporting during the quarter ended June 30, 2025, that materially affected or are reasonably likely to materially affect it[233](index=233&type=chunk) - Internal control over financial reporting has inherent limitations and may not prevent or detect misstatements[233](index=233&type=chunk) [PART II. OTHER INFORMATION](index=64&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, risk factors, equity security sales, defaults, and other miscellaneous disclosures [ITEM 1. LEGAL PROCEEDINGS](index=64&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is involved in various litigation as part of its normal business operations, with no material adverse effect anticipated - The Company is a party to various litigation in the normal course of business[235](index=235&type=chunk) - Management believes that any liability resulting from litigation will not have a material effect on the Company's financial position, results of operations, or liquidity[235](index=235&type=chunk) [ITEM 1A. RISK FACTORS](index=64&type=section&id=ITEM%201A.%20Risk%20Factors) No material changes occurred to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes occurred during the quarterly period ended June 30, 2025, to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024[236](index=236&type=chunk) - Additional information regarding risk factors can be found in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements" of this Form 10-Q and in "Item 1A. Risk Factors" in the Annual Report on Form 10-K[236](index=236&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=65&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company renewed its share repurchase program, authorizing up to $50 million in common stock repurchases, with 143,720 shares repurchased in Q2 2025 - The Company renewed its share repurchase program on February 18, 2025, authorizing repurchases of up to **$50 million** of its common stock for a period of one year[238](index=238&type=chunk) Common Stock Repurchases (Q2 2025) | Month | Total Number of Shares Repurchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2025 | 48,577 | $99.42 | | May 2025 | 42,472 | $115.03 | | June 2025 | 52,671 | $112.89 | | **Total** | **143,720** | **$109.11** | - As of June 30, 2025, **308,127 shares** remained available for repurchase under the program[239](index=239&type=chunk) - The Company is subject to a new nondeductible **1% excise tax** on repurchases of corporate stock under the Inflation Reduction Act of 2022, effective after December 31, 2022[239](index=239&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=65&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[240](index=240&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=65&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) The company reported no mine safety disclosures - No mine safety disclosures were reported[241](index=241&type=chunk) [ITEM 5. OTHER INFORMATION](index=65&type=section&id=ITEM%205.%20Other%20Information) No changes to Rule 10b5-1 or non-Rule 10b5-1 trading arrangements by directors and officers occurred during the quarter - For the quarter ended June 30, 2025, there were no trading arrangements for the sale or purchases of Company securities adopted, terminated, or modified by directors and officers that were either Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements[242](index=242&type=chunk) [ITEM 6. EXHIBITS](index=66&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including various certifications and XBRL taxonomy documents - Exhibits include Rule 13a-14(a) Certifications of the Chief Executive Officer and Chief Financial Officer, and Section 1350 Certifications of the Chief Executive Officer and Chief Financial Officer[245](index=245&type=chunk) - Various Inline XBRL Taxonomy Extension documents (Schema, Calculation, Definition, Label, Presentation Linkbase Documents) and the Cover Page Interactive Data File are also filed[245](index=245&type=chunk) [SIGNATURES](index=67&type=section&id=Signatures) This section contains the official signatures for the report, confirming its submission by authorized financial officers - The report was signed on August 11, 2025, by Kevin M. LeMahieu, Chief Financial Officer (Principal Financial and Accounting Officer) of Bank First Corporation[250](index=250&type=chunk)