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04/01/2024-CC-Agenda Packet-RegularCITY COUNCIL MEETING AGENDA APRIL 01, 2024, 7:00 PM CITY COUNCIL REGULAR MEETING HISTORIC CHURCH BUILDING - 403 N 7TH STREET, SANGER, TEXAS CALL THE REGULAR MEETING TO ORDER AND ESTABLISH A QUORUM INVOCATION AND PLEDGE CITIZENS COMMENTS This is an opportunity for citizens to address the Council on any matter. Comments related to public hearings will be heard when the specific hearing begins. Citizens are allowed 3 minutes to speak. Each speaker must complete the Speaker’s Form and include the topic(s) to be presented. Citizens who wish to address the Council with regard to matters on the agenda will be received at the time the item is considered. The Council is not allowed to converse, deliberate or take action on any matter presented during citizen input. CONSENT AGENDA All items on the Consent Agenda will be acted upon by one vote without being discussed separately unless requested by a Councilmember to remove the item(s) for additional discussion. Any items removed from the Consent Agenda will be taken up for individual consideration. 1. Consideration and possible action on the minutes from the March 12, 2024, meeting. 2. Consideration and possible action on the minutes from the March 18, 2024, meeting. 3. Consideration and possible action to accept a donation of wireless internet to include all necessary equipment and the monthly service in Porter Park from Nortex Communication and authorize the City Manager to sign the donation agreement. 4. Consideration and possible action on Interlocal Cooperation Agreement for shared Governance Communications and Dispatch Services System with the Denton County Sheriff’s Office and the City of Sanger, Denton County, Texas. 5. Consideration and possible action on the Final Plat of the Bentley Addition, being 1.064 acres of land described as A0658A JANUARY TR 33A, 34A, and 35A(PT) located in the City of Sanger’s ETJ, and generally located on the east side of FM 2450 approximately 162 feet north of the intersection of FM 2450 and FM 455. 1 6. Consideration and possible action on the Preliminary Plat of Duncan Retail, being 5.770 acres of land described as A1241A TIERWESTER, TR 222(PT), located in the City of Sanger, and generally located on the east side of the I-35 Frontage Road approximately 60 feet north of the intersection of I-35 Frontage Road and S 5th Street. 7. Consideration and possible action on the Preliminary Plat of the Church Street Addition, being 1.01 acres, of land located A1241A TIERWESTER, TR 175, 1.012 ACRES, OLD DCAD SHT 3, TR 12, located in the City of Sanger, and generally located on the east side of South Stemmons Frwy at the intersection of I-35 Frontage Road and Church Street. 8. Consideration and possible action to purchase three new Ford F150 Responder Patrol Trucks from Silsbee Ford utilizing TIPS Purchasing Cooperative. 9. Consideration and possible action selecting First United Bank as the City’s bank depository and authorizing the City Manager to execute all necessary depository documents. FUTURE AGENDA ITEMS The purpose of this item is to allow the Mayor and Councilmembers to bring forward items they wish to discuss at a future meeting, A Councilmember may inquire about a subject for which notice has not been given. A statement of specific factual information or the recitation of existing policy may be given. Any deliberation shall be limited to a proposal to place the subject on an agenda for a subsequent meeting. Items may be placed on a future meeting agenda with a consensus of the Council or at the call of the Mayor. INFORMATIONAL ITEMS Information Items are for informational purposes only. No action may be taken on items listed under this portion of the agenda. 10. Properties for Release from the Extra Territorial Jurisdiction Per Texas Local Government Code 42.101 and 42.104. 11. Financial Statements January 2024 and February 2024 12. Disbursements Report February 2024 ADJOURN NOTE: The City Council reserves the right to adjourn into Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda in accordance with the Texas Open Meetings Act, including, without limitation Sections 551.071-551.087 of the Texas Open Meetings Act. 2 CERTIFICATION I certify that a copy of this meeting notice was posted on the bulletin board at City Hall that is readily accessible to the general public at all times and was posted on the City of Sanger website on March 27, 2024, at 3:30 PM. /s/Kelly Edwards Kelly Edwards, City Secretary The Historical Church is wheelchair accessible. Request for additional accommodations or sign interpretation or other special assistance for disabled attendees must be requested 48 hours prior to the meeting by contacting the City Secretary’s Office at 940.458.7930. 3 CITY COUNCIL COMMUNICATION DATE: April 1, 2024 FROM: Kelly Edwards, City Secretary AGENDA ITEM: Consideration and possible action on the minutes from the March 12, 2024, meeting. SUMMARY: N/A FISCAL INFORMATION: Budgeted: N/A Amount: $0.00 GL Account: N/A RECOMMENDED MOTION OR ACTION: Approve the minutes from the meeting on March 12, 2024. ATTACHMENTS: City Council minutes 4 Item 1. City Council Minutes 03-12-2024 Page 1 of 3 CITY COUNCIL MEETING MINUTES MARCH 12, 2024, 5:00 PM CITY COUNCIL SPECIAL MEETING HISTORIC CHURCH BUILDING - 403 N 7TH STREET, SANGER, TEXAS The City Council intends to and will have a quorum physically present at the meeting location noted above. One or more individual city council members may attend the meeting by video conference call as allowed by and in accordance with Texas state law. CALL THE REGULAR MEETING TO ORDER AND ESTABLISH A QUORUM Mayor Muir called the work session to order at 5:01 p.m. COUNCILMEMBERS PRESENT Mayor Thomas Muir Mayor Pro Tem, Place 2 Gary Bilyeu Councilmember, Place 1 Marissa Barrett Councilmember, Place 3 Dennis Dillon (by video conference call) Councilmember, Place 4 Allen Chick Councilmember, Place 5 Victor Gann COUNCILMEMBERS ABSENT None STAFF MEMBERS PRESENT: City Manager John Noblitt, City Secretary Kelly Edwards, City Attorney Hugh Coleman, and Director of Human Resources and Special Projects Jeriana Staton-Hemb. EXECUTIVE SESSION Pursuant to the Open Meetings Act, Chapter 551, the City Council Will Meet in a Closed Executive Session in Accordance with the Texas Government Code: Section 551.074. PERSONNEL MATTERS For deliberations regarding the appointment, employment, evaluation, reassignment, duties, discipline or dismissal of a public officer or employee, to wit: City Attorney Council convened into executive session at 5:02 p.m. 5 Item 1. City Council Minutes 03-12-2024 Page 2 of 3 RECONVENE INTO REGULAR SESSION Council reconvened into open session at 6:38 p.m. Motion as a result of the complaint and resulting independent investigation establishing policy violations, that the Council adopt the report and its findings of sustained policy violations and further move for the termination of City Attorney, Hugh Coleman, effective 30 days from this date pursuant to his employment agreement Section 4 and request the Personnel Director take all necessary action to accomplish such termination and he shall remain on administrative leave during the period prior to final termination date, made by Councilmember Barrett, Seconded by Councilmember Bilyeu. Ayes: Barrett and Bilyeu Nays: Chick, Dillon, and Gann Motion failed 3-2-0. Motion as a result of the complaint and resulting independent investigation establishing policy violations, that the following actions be taken: 1) That the Council adopt the report and its findings of sustained policy violations; 2) That a copy of the investigative report be placed in Mr. Coleman’s personnel file; 3) That the City Attorney, at his own expense, be required to attend an anger management course approved by the Mayor, as recommended by the independent investigator in the case and to submit proof of satisfactory completion of such course to the Mayor not later than August 30, 2024, and 3) that this motion, as recorded in the Council’s minutes be considered a written reprimand with regard to the sustained policy violations stated in the investigative report and placed in Mr. Coleman’s personnel file, putting the City Attorney on notice of the seriousness with which Council takes the sustained items outlined in the investigative report made by Councilmember Chick, Seconded by Councilmember Gann. Councilmember Barrett asked if the motion could be amended to add that the Council perform an interim personnel review no later than September 30, 2024. Councilmember Chick stated that he did not accept the amendment to the motion. Mayor Muir called for a vote on the motion made by Councilmember Chick. Ayes: Chick, Dillon, and Gann Nays: Barrett and Bilyeu Motion passed 3-2-0 Motion that Council perform an interim personnel review no later than September 30, 2024, to assess completion of the prior motion’s requirements and assess improvement, or lack thereof, in the areas of concern sustained in the investigative report made by Councilmember Bilyeu, Seconded by Councilmember Barrett. Ayes: Barrett, Bilyeu, and Dillon Nays: Chick and Gann Motion passed 3-2-0 6 Item 1. City Council Minutes 03-12-2024 Page 3 of 3 ADJOURN There being no further business, Mayor Muir adjourned the meeting at 6:58 p.m. _______________________________ Thomas E. Muir, Mayor ______________________________ Kelly Edwards, City Secretary 7 Item 1. CITY COUNCIL COMMUNICATION DATE: April 1, 2024 FROM: Kelly Edwards, City Secretary AGENDA ITEM: Consideration and possible action on the minutes from the March 18, 2024, meeting. SUMMARY: N/A FISCAL INFORMATION: Budgeted: N/A Amount: $0.00 GL Account: N/A RECOMMENDED MOTION OR ACTION: Approve the minutes from the meeting on March 18, 2024. ATTACHMENTS: City Council minutes 8 Item 2. City Council Minutes 03-18-2024 Page 1 of 4 CITY COUNCIL MEETING MINUTES MARCH 18, 2024, 6:00 PM CITY COUNCIL REGULAR MEETING HISTORIC CHURCH BUILDING - 403 N 7TH STREET, SANGER, TEXAS CALL THE WORK SESSION TO ORDER AND ESTABLISH A QUORUM Mayor Muir called the work session to order at 6:01 p.m. COUNCILMEMBERS PRESENT Mayor Thomas Muir Mayor Pro Tem, Place 2 Gary Bilyeu Councilmember, Place 1 Marissa Barrett Councilmember, Place 3 Dennis Dillon Councilmember, Place 4 Allen Chick – arrived at 6:03 p.m. Councilmember, Place 5 Victor Gann COUNCILMEMBERS ABSENT None STAFF MEMBERS PRESENT: City Manager John Noblitt, Assistant City Manager Alina Ciocan, City Secretary Kelly Edwards, Parks & Recreation Director Ryan Nolting, Director of Human Resources and Special Projects Jeriana Staton-Hemb, Director of Economic Development Shani Bradshaw, and Police Sergeant Dunn. The 4B Development Corporation called their board meeting to order. The Parks and Recreation / Keep Sanger Beautiful Board called their board meeting to order. 9 Item 2. City Council Minutes 03-18-2024 Page 2 of 4 DISCUSSION ITEMS 1. A joint discussion with the 4B Development Corporation and the Parks and Recreation / Keep Sanger Beautiful Board of the Downtown Park conceptual drawings presented by MHS Planning and Design. Director Bradshaw provided an overview of the item. David Shipp and Harmon Duke, MHS Planning & Design, provide a presentation and overview of the citizen survey results and conceptual drawings. Discussion ensued regarding the structural status of the existing buildings, wound walls, a boundary along the railroad tracks, providing an area active area for children, attaching the stage to the current building for ease of access, adding Park office space to the current warehouse building, adding water features, increasing walkability of downtown, a grand entrance into an open area of the park off of Boliver Street, and parking. OVERVIEW OF ITEMS ON THE REGULAR AGENDA No additional discussion. ADJOURN THE WORK SESSION There being no further business, Mayor Muir adjourned the work session at 7:24 p.m. CALL THE REGULAR MEETING TO ORDER AND ESTABLISH A QUORUM Mayor Muir called the regular meeting to order at 7:35 p.m. COUNCILMEMBERS PRESENT Mayor Thomas Muir Mayor Pro Tem, Place 2 Gary Bilyeu Councilmember, Place 1 Marissa Barrett Councilmember, Place 3 Dennis Dillon Councilmember, Place 4 Allen Chick Councilmember, Place 5 Victor Gann COUNCILMEMBERS ABSENT None 10 Item 2. City Council Minutes 03-18-2024 Page 3 of 4 STAFF MEMBERS PRESENT: City Manager John Noblitt, Assistant City Manager Alina Ciocan, City Secretary Kelly Edwards, Parks & Recreation Director Ryan Nolting, Director of Human Resources and Special Projects Jeriana Staton-Hemb, Director of Economic Development Shani Bradshaw, and Police Sergeant Dunn. INVOCATION AND PLEDGE Councilmember Bilyeu gave the Invocation. The Pledge of Allegiance was led by Councilmember Barrett. CITIZENS COMMENTS No one addressed the Council. REPORTS 2. Annual presentation and overview of the City Secretary's Office. City Secretary Edwards provided a presentation and 2023 overview of the City Secretary’s Office. CONSENT AGENDA 3. Consideration and possible action on Resolution No. 03-05-24 designating April 20, 2024 as the day of the 2024 Sanger City-Wide Garage Sale. 4. Consideration and possible action on the minutes from the March 4, 2024, meeting. Motion to approve made by Councilmember Barrett, Seconded by Councilmember Gann. Ayes: Barrett, Bilyeu, Chick, Dillon, and Gann Nays: None Motion passed unanimously. ACTION ITEMS 5. Consideration and possible action to enter into additional engineering services with Halff Associates, Inc for the rehabilitation of the Sanger Sports Park Pond in an amount not to exceed $81,600, and authorize the City Manager to execute said agreement. Director Nolting provided an overview of the item. 11 Item 2. City Council Minutes 03-18-2024 Page 4 of 4 Discussion ensued regarding the estimate of the construction costs, Project Manager responsibilities, the durability of the rehabilitation, and the number of working days for the design. Motion to approve made by Councilmember Dillon, Seconded by Councilmember Gann. Ayes: Bilyeu, Chick, Dillon, and Gann Nays: Barrett Motion passed 4-1-0. FUTURE AGENDA ITEMS None INFORMATIONAL ITEMS 6. Atmos Rider GCR - Rate Filing under Docket No. 10170 - February 23, 2024 7. 2023 Interim Rate Adjustment Application (“IRA”) for the incorporated areas of the Atmos Texas Municipalities Coalition (“ATM Cities”) served by Atmos Energy Corporation’s Mid-Tex Division. ADJOURN There being no further business, Mayor Muir adjourned the meeting at 8:08 p.m. _______________________________ Thomas E. Muir, Mayor ______________________________ Kelly Edwards, City Secretary 12 Item 2. CITY COUNCIL COMMUNICATION DATE: April 1, 2024 FROM: Donna Green, Director of Marketing and Civic Engagement AGENDA ITEM: Consideration and possible action to accept a donation of wireless internet to include all necessary equipment and the monthly service in Porter Park from Nortex Communication and authorize the City Manager to sign the agreement. SUMMARY:  During Freedom Fest 2023, the ability to connect to the internet was greatly reduced due to the number of people accessing it from the park.  Vendors at Freedom Fest were unable to accept payments other than cash because their POS systems could not connect to the internet.  Nortex Communication is a regular sponsor of Freedom Fest. They offered to install all the necessary equipment and provide ongoing service to Porter Park. FISCAL INFORMATION: Budgeted: No Amount: $0.00 GL Account: None  Donation includes (2) Unifi High-Capacity Outdoor Access points, (6) Unifi Outdoor Access Points, Unifi UXG Firewall, Unifi Flex Switch, (2) Unifi POE++ Ejector, Switch Enclosure, Unifi 8 port Pro POE Switch, Unifi Host, and Installation. This is a total donation of approximately $10,933.25. RECOMMENDED MOTION OR ACTION: Staff recommends approval of the wireless internet donation. ATTACHMENTS:  Outline of work to be performed.  Donation letter 13 Item 3. March 20, 2024 Dear City of Sanger, Nortex Communications is deeply invested in community development and digital accessibility. We are keen on supporting the local communities in which we serve by enhancing public spaces, making them more accessible and enjoyable for everyone. In keeping with our mission, we are honored to offer a donation to the City of Sanger—free Wi-Fi service at Porter Park. Our goal is to equip Porter Park with a reliable, high-speed internet connection, accessible to visitors at no charge. We believe this service will greatly enhance the City of Sanger and Porter Park making it an even more attractive destination for leisure, education, and community events: 1.Encouraging Educational Opportunities: Enables people of all ages to access educational resources, fostering a culture of lifelong learning. 2.Enhancing Visitor Experience: Allows park visitors to stay connected, navigate park services digitally, and share their experiences in real time. 3.Promoting Economic Development: Attracts more visitors to the park, potentially increasing foot traffic to nearby local businesses. 4.Supporting Community Events: Facilitates the organization of and participation in community events by providing an essential service for communication and coordination. Our proposal includes the equipment purchase, full installation, technical support, and maintenance of the Wi-Fi network by our skilled team, ensuring a seamless, user-friendly, and cost-free experience for the City and its residents. The project will be carried out with minimal disruption to the park’s daily operations and in strict adherence to the City’s specific requirements. Understanding the dynamic nature of public projects and mutual understanding in such partnerships, we propose to include an option within our agreement allowing either party to discontinue the Wi-Fi service with a 90-day advance notice. This clause is intended to provide both Nortex Communications and the City with the flexibility to adapt to changing circumstances and ensure that the service continues to meet the community’s needs and expectations. We are excited about the collaboration and are prepared to discuss the technical details, implementation timeline, and any other aspects the City may wish to ensure this project aligns with the vision for public spaces. We look forward to the opportunity to support the City of Sanger in such a meaningful way. 205 N Walnut St / PO Box 587 / Muenster, TX 76252 / Phone: 940.759.2251 / E-mail: info@nortex.com / www.nortex.com Internet TV Phone Business Solutions 14 Item 3. DATE: ________________________ DONATION RECIPIENT INFORMATION Company Name: ______________________________________________________________________________________ Contact Name: _________________________________________________ Role: ________________________________ Address: ____________________________________________________________________________________________ Phone: _________________________________________ Email: ______________________________________________ DONATION SERVICE DETAILS Service Location: _____________________________________________________________________________________ Service Address: ______________________________________________________________________________________ Service Being Provided: ________________________________________________________________________________ Service Activation Date Estimate: ___________________________ Donation Total:________________________________ DISCONTINUATION OF SERVICE OPTION This section outlines the terms under which Nortex Communications or ____________________________ may elect to discontinue the donation/service of ______________________________________________________________________ Notice Requirement Either party may terminate the service for any reason by providing a written notice of discontinuation to the other party. Such notice must be given at least 90 days in advance of the desired termination date. Effect of Notice Upon receipt of the notice of discontinuation, both parties agree to collaborate to ensure a smooth transition and cessation of service. This includes, but is not limited to, the removal of any installed equipment, infrastructure, and public notifications as necessary. 205 N Walnut St / PO Box 587 / Muenster, TX 76252 / Phone: 940.759.2251 / E-mail: info@nortex.com / www.nortex.com Internet TV Phone Business Solutions 3/20/2024 City of Sanger Donna Green Director of Marketing & Civic Engagement 502 Elm Street / PO Box 1729 Sanger, TX 76266 940-559-5876 dgreen@sangertexas.org Porter Park Keaton Road Sanger, TX 76266 Free Wi-Fi - proposal attached May 2024 $10,933.25 City of Sanger Free Wi-Fi service at Porter Park 15 Item 3. ADDITIONAL NOTES ACKNOWLEDGEMENT By signing below, both parties acknowledge their understanding and agreement to the terms outlined in this discontinuation of service option. For Nortex Communications: ________________________________________________________ _________________________ Signature Date _________________________________________________________ Print Name For _______________________________: ________________________________________________________ _________________________ Signature Date _________________________________________________________ Print Name 205 N Walnut St / PO Box 587 / Muenster, TX 76252 / Phone: 940.759.2251 / E-mail: info@nortex.com / www.nortex.com Internet TV Phone Business Solutions Vendors for events at Porter Park will be given priority with 10Mb access; guests will have access to 5Mb City of Sanger 16 Item 3. 031 1/26/2024 5/1/2024ESTIMATE NO.ISSUE DATE VALID UNTIL FROM Nortex Communications 205 N Walnut St Muenster TX 76252 United States FOR Sanger Porter Park Keaton Rd Sanger TX 76266 United States DESCRIPTION QUANTITY UNIT PRICE ($)AMOUNT ($) Unifi High Capacity Outdoor Access point 2 2,000.00 4,000.00 Unifi Outdoor Access Point 6 400.00 2,400.00 Unifi UXG Firewall 1 800.00 800.00 Unifi Flex Switch 1 200.00 200.00 Unifi POE++ Ejector 2 50.00 100.00 Switch Enclosure 1 100.00 100.00 Unifi 8 port Pro POE Switch Unifi Host - $5/month per Item 1 500.00 500.00 Installation 1 2,000.00 2,000.00 Subtotal:$10,100.00 TAX 8.25% from $10,100.00 $833.25 Total (USD):$10,933.25 Estimate Nortex Communications 940-759-2251 estimates@nortex.com Nortex.com 17 Item 3. CITY COUNCIL COMMUNICATION DATE: April 1, 2024 FROM: Casey Welborn, Assistant Fire Chief AGENDA ITEM: Consideration and possible action on Interlocal Cooperation Agreement for shared Governance Communications and Dispatch Services System with the Denton County Sheriff’s Office and the City of Sanger, Denton County, Texas. SUMMARY:  Interlocal Agreement Renewal  County Services and Responsibilities  Agency Responsibilities  Revised Cost FISCAL INFORMATION: Budgeted: Yes Amount: $80,820.00 GL Account: 20-5460 / 24-5460 Fire Department Annual Cost: $21,568.00 Police Department Annual Cost: $44,335.00 Total Cost: $65,903.00 RECOMMENDED MOTION OR ACTION: Staff recommends approval ATTACHMENTS: Interlocal Cooperation Agreement 18 Item 4. 19 Item 4. 20 Item 4. 21 Item 4. 22 Item 4. 23 Item 4. 24 Item 4. 25 Item 4. 26 Item 4. CITY COUNCIL COMMUNICATION DATE: April 1, 2024 FROM: Ramie Hammonds, Development Services Director AGENDA ITEM: Consideration and possible action on the Final Plat of the Bentley Addition, being 1.064 acres of land described as A0658A JANUARY TR 33A, 34A, and 35A(PT) located in the City of Sanger’s ETJ, and generally located on the east side of FM 2450 approximately 162 feet north of the intersection of FM 2450 and FM 455. SUMMARY:  The applicant is proposing to create 1 lot from an unplatted tract.  This site is located on the east side of FM 2450 approximately 162 feet east of the intersection of FM 2450 and FM 455.  The lot would have access from FM 2450.  The lot is being developed as a single-tenant commercial building.  The lot will be serviced by Bolivar Water Supply Corporation and have on-site sanitary sewer facilities.  The property is located in the City of Sanger’s ETJ.  The Planning & Zoning Commission recommended approval on August 14, 2023. FISCAL INFORMATION: Budgeted: N/A Amount: N/A GL Account: N/A RECOMMENDED MOTION OR ACTION: Staff recommends APPROVAL ATTACHMENTS: Location Map Final Plat Application Letter of Intent 27 Item 5. 18 16 13 16 30 98 57 96 2 57 95 4 59 13 8 57 95 0 59 12 6 59 14 4 57 96 4 58 81 8 74 26 06 74 51 53 58 80 0 74 12 03 18 89 25 16 44 80 74 41 84 25 03 74 25 03 72 74 12 01 12 28 31 57 96 0 57 96 7 72 45 02 57 95 3 74 26 07 74 52 22 57 97 6 117 86 3 74 12 02 58 79 6 16 31 02 59 12 0 59 10 6 59 110 75 79 82 76 62 44 FM 455 W F M 2450 10788 FM 2450 10800 FM 2450 10809 FM 2450 10779 FM 2450 10843 FM 2450 10757 FM 2450 10706FM 2450 10760 FM 2450 10721 FM 2450 7145 FM 455 W 10621 FM 2450 7229 FM 455 W /Project Name: Vaquero DG FM2450Partners - Final PlatProject: 23SANZO N-0032 0 100 20050 Fe et DISCLA IMER:This map wa s g en e ra te d by GI S da ta p ro vid edby the S a ng er GIS De pa rtme nt . Th e City o f Sanger do es n ot gu a ra n te e the c orrec tne ss oraccuracy o f a n y fe a tu re s o n th is ma p. Th ese ma pproducts are fo r illust ra tio n pu rpo se s o n ly an dare not suit ab le fo r site -s pe cific d e cision ma king .GIS dat a is su bje ct to co nst an t cha n ge s, an dmay not b e co mple te , a ccu rat e o r cu rren t.Date: 7/23 /2 02 3 2 :3 7:11 P MDoc Name : 2 3 SA NZON-0 03 2 _FM2 45 0 Fin al P latCity L imi ts Exhi bi ts SubjectArea 28 Item 5. S00°24'08"W 10.00' N00°38'32"E 10.00' F.M. HIGHWAY 455 VOL. 332, PG. 1 (SHOWN AS F.M. HIGHWAY 425) TXDOT R.O.W. MAP DAL081602AB CORRECTS TO F.M. HIGHWAY 455 D.R.D.C.T. 50' R.O.W. JAM E S B . P . J A N U A R Y S U R V E Y ABS T R A C T N O . 6 5 8 NEW FARMS, LLC, A TEXAS LIMITED LIABILITY COMPANY INST.# 2022-54137 O.P.R.D.C.T. B. R. BENTLEY, JR. AND WIFE MICHELLE ANN BENTLEY VOL. 5177, PG. 911 D.R.D.C.T. 5/8" REBAR "TXDOT" 5/8" REBAR "TXDOT" 5/8" REBAR "TXDOT" 1/2" REBAR "RPLS 4561" BEARS S10°W 0.3' FROM CORNER 1/2" REBAR 5/8" REBAR "TXDOT" 1/2" REBAR "ALLIANCE" 1/2" REBAR "ALLIANCE" N:7179729.08' E:2351570.57' (NAD '83) CRS CRS CRS 1/2" REBAR ILLEGIBLE CAP N:7179568.79' E:2351864.60' (NAD '83) 1.064 ACRES ±46,357 S.F. RANDY LEROY BENTLEY INST.# 2002-119912 O.P.R.D.C.T. MARGARET LEROY BENTLEY INST.# 2002-119911 O.P.R.D.C.T. THE STATE OF TEXAS, ACTING BY AND THROUGH THE TEXAS TRANSPORTATION COMMISSION INST.# 2018-91112 O.P.R.D.C.T. THE STATE OF TEXAS, ACTING BY AND THROUGH THE TEXAS TRANSPORTATION COMMISSION INST.# 2018-91113 O.P.R.D.C.T. THE STATE OF TEXAS, ACTING BY AND THROUGH THE TEXAS TRANSPORTATION COMMISSION INST.# 2018-104976 O.P.R.D.C.T. THE STATE OF TEXAS, ACTING BY AND THROUGH THE TEXAS TRANSPORTATION COMMISSION INST.# 2018-104976 O.P.R.D.C.T. F. M . H I G H W A Y 2 4 5 0 TX D O T R . O . W . M A P D A L 2 3 5 3 0 2 A C NO D E D I C A T I O N F O U N D CA L L E D V A R I A B L E W I D T H R . O . W . LEANNE JONES AKERS INST.# 2017-112513 O.P.R.D.C.T. SUSAN P. STEWART INST.# 1996-84090 O.P.R.D.C.T. CITY OF SANGER, TX CITY OF SANGER, TX (ETJ) CI T Y O F S A N G E R , T X CI T Y O F S A N G E R , T X ( E T J ) S0 1 ° 2 8 ' 0 1 " W 1 5 7 . 0 2 ' N89°52'22"W 119.00'S89°59'25"W 116.85' N08°03'59"E 10.26' N89°11'20"W 60.64' N0 0 ° 2 4 ' 0 8 " E 1 4 9 . 0 5 ' S89°21'28"E 298.04' S0 1 ° 2 8 ' 0 1 " W 3 6 . 5 7 ' S0 0 ° 2 4 ' 0 8 " W 6 9 . 1 9 ' LOT 1 50.0' S89°11'20"E 77.78'S08°03'59"W 6.27' S89°26'32"E 218.49' 16 . 8 3 ' 15 . 0 0 ' S89°21'28"E 25.53' 25.57' 10 . 0 0 ' S89°20'41"E 12.57' L=47.12', R=30.00' D=090°00'00" N45°39'19"E~42.43' N0 0 ° 3 9 ' 1 9 " E 5 6 . 5 0 ' S89°25'23"E 24.00' S0 0 ° 3 9 ' 1 9 " W 7 5 . 2 6 ' L=47.12', R=30.00' D=090°00'00" S44°20'41"E~42.43' S89°20'41"E 130.83' S0 0 ° 3 9 ' 1 9 " W 2 4 . 0 0 ' N89°20'41"W 138.60' L=34.92', R=50.00' D=040°01'01" N69°20'11"W~34.22' L=20.95', R=30.00' D=040°01'01" N69°20'11"W~20.53'N89°20'41"W 37.26' 24 . 0 0 ' 19 . 7 1 ' 10 . 0 0 ' S89°35'52"E 6.26' N89°35'52"W 6.26' 10' WATER EASEMENT (BY THIS PLAT) 18 . 9 5 ' 51 . 4 0 ' VARIABLE WIDTH DRAINAGE EASEMENT (BY THIS PLAT) VARIABLE WIDTH FIRELANE EASEMENT (BY THIS PLAT) 10' WATER EASEMENT (BY THIS PLAT) VARIABLE WIDTH FIRELANE EASEMENT (BY THIS PLAT) VARIABLE WIDTH PRIVATE DRAINAGE EASEMENT (BY THIS PLAT) 4.59' 4.25' N89°25'23"W 297.96' 10' DRAINAGE EASEMENT (BY SEPARATE INSTRUMENT) 3. 9 ' 3. 8 ' 30 ' B L ( B Y T H I S P L A T ) 16.0' 16 ' U T I L I T Y E A S E M E N T (B Y T H I S P L A T ) CITY OF SANGER, TX (ETJ) CITY OF SANGER, TX CITY OF SANGER, TX (ETJ) 40'20' Scale: 1" = 20' 0 SITE VICINITY MAP NOT TO SCALE MONUMENTS / DATUMS / BEARING BASIS Monuments are found if not marked MNS or CRS. 1/2" rebar stamped "JPH Land Surveying" set Mag nail & washer stamped "JPH Land Surveying" set Site benchmark (see vicinity map for general location) "+" cut in concrete Vertex or common point (not a monument) Coordinate values, if shown, are US.SyFt./TxCS,'83,NCZ Elevations, if shown, are NAVD'88 (Geoid 18) Bearings are based on the TxCS,'83,NCZ Distances & areas shown are represented in surface values TxDOT Right of Way tapered concrete monument. TxDOT Right of Way bronze cap in concrete. TxDOT Right of Way aluminum cap. CRS MNS TBM "+" TYPE I TYPE II TYPE III J P aHL dN S u r v e y ing, In c JPH Job/Drawing No. (see below) 2023.022.001 FM 2450 Sanger, Denton Co., Tx - Plat.33.0.dwg © 2024 JPH Land Surveying, Inc. - All Rights Reserved 785 Lonesome Dove Trail, Hurst, Texas 76054 Telephone (817) 431-4971 www.jphlandsurveying.com TBPELS Firm #10019500 DFW | Central Texas | West Texas | Houston | San Antonio TBM P.O.B. STATE OF TEXAS § COUNTY OF TARRANT § I hereby certify that this plat is true and correct and was prepared from an actual survey of the property made on the ground under my supervision. _____________________________ Jewel Chadd Registered Professional Land Surveyor No. 5754 jewel@jphls.com Date: TBD LEGEND OF ABBREVIATIONS United States Survey Feet Texas Coordinate System of 1983, North Central Zone North American Vertical Datum of 1988 Plat Records of Denton County, Texas Official Public Records of Denton County, Texas Deed Records of Denton County, Texas Volume/Page/Instrument Number Easement/Building Line Point of Beginning/Point of Commencing Also Known As Square Feet/Right of Way US.SyFt. TxCS,'83,NCZ NAVD'88 P.R.D.C.T. O.P.R.D.C.T. D.R.D.C.T. VOL/PG/INST# ESMT/BL POB/POC A.K.A. S.F./R.O.W. GENERAL PLAT NOTES: 1.All lots comply with the minimum size requirements of the zoning district. 2.This property may be subject to charges related to impact fees and the applicant should contact the City regarding any applicable fees due. 3.All common areas, drainage easements, and detention facilities will be owned and maintained by the property owner. Any common area within the City's right-of-way will require a facilities agreement, to be reviewed and approved by the City. 4.Notice – selling a portion of this addition by metes and bounds is a violation of City ordinance and State Law and is subject to fines and withholding of utilities and building permits. 5.This plat does not alter or remove existing deed restrictions, if any, on this property. 6.Minimum finished floor elevations are at least 2 feet above the 100 year flood plain. 7.The subject property does not lie within a 100 – year floodplain according to Community Panel No. 48121C0205G, dated 2011/04/18, of the National Flood Insurance Rate Maps for Denton County, Texas. 8.The purpose of this plat is to plat a previously un-platted tract of land. 9.Bearings are based on the Grid North, State Plane Coordinate System, Texas North Central Zone (4202), North American Datum of 1983 (NAD ‘83). 10.This survey was performed with the benefit of a title commitment provided by Fidelity National Title Insurance Company, GF# FT-44122-9001222202680-TW, Commitment # 9001222202680, effective August 29, 2022, and issued September 8, 2022. Therefore, easements, agreements, or other documents, either recorded, or unrecorded may exist that affect the subject property that are not shown on this survey. 11.Subject property's record description's error of closure, 1.68'. 12.Sanitary sewer to be handled by facilities approved by the Denton County Public Health Department. 13.Construction not complete within two years of the Commissioners Court approval shall be subject to current County Subdivision Rules and Regulations. 14.A driveway culvert must be obtained from Development Services by the owner of each lot prior to the construction, installation or placement of any driveway access improvements within the dedicated right-of-way. 15.No construction, without written approval from Denton County, shall be allowed within an identified "FIRM" floodplain area, and then only after a detailed floodplain development permit including engineering plans and studies show that no rise in the Base Flood Elevation (BFE) will result, that no flooding will result, that no obstruction to the natural flow of water will result; and subject to all owners of the property affected by such construction becoming a party to the request. Where construction is permitted, all finished floor elevations shall be a minimum of two-foot above the 100-year flood elevation. 16.All surface drainage easements shall be kept clear of fences, buildings, foundations, plantings and other obstructions to the operation and maintenance of the drainage facility. 17.The maintenance of paving, grading and drainage improvements and/or easements show on this plat are the responsibility of the individual property owners and does not constitute acceptance of same for maintenance purposes by Denton County. 18.Blocking the flow of water or construction improvements in surface drainage easements, and filling or obstructing the floodway is prohibited. 19.Denton County will not be responsible for any damage, personal injury or loss of life or property occasioned by flooding or flooding conditions. 20.The existing creeks or drainage channels traversing along or across the addition will remain as open channels and will be maintained by the individual property owners of the lot or lots that are traversed by or adjacent to the drainage courses along or across the lots. 21.Denton County shall not be responsible for maintenance of private roads, drives, emergency access easements, recreation areas and open spaces; and the owners shall be responsible for the maintenance of private streets, drives, emergency access easements, recreation areas and open spaces, and said owners agree to indemnify and hold harmless Denton County, from all claims, damages and losses arising out of or resulting from performance of the obligations of said owner set forth in this paragraph. 22.The northern variable width drainage easement shall accept surface drainage from the northern adjacent property via the drainage improvements to be constructed pursuant to the Site Development Plans prepared by Triangle Engineering, LLC, dated June 2, 2023, last revised February 28, 2024, and approved by the City of Sanger, Texas on March 20, 2024. The northern adjacent property owner shall not be allowed to increase amounts and/or rates of surface drainage into the northern variable width drainage easement beyond the capacity for such drainage provided for in the aforementioned plans. Lot 1, Bentley Addition [our property] shall be responsible for the regular maintenance of the northern variable width private drainage easement, except that any owner who increases the amount and/or flow of surface drainage in violation of this section shall be liable for any damages caused thereby. OWNER: B. R. Bentley, Jr. and wife, Michelle Ann Bentley 1717 Laurelwood Dr Denton, Texas 76209 SURVEYOR: JPH Land Surveying, Inc. 785 Lonesome Dove Trail Hurst, Texas 76054 Phone: (817) 431-4971 ENGINEER: Triangle Engineering, LLC 1782 W. McDermott Drive Allen, Texas 75013 682.230.0201 STATE OF TEXAS § COUNTY OF DENTON § I (we), the undersigned, owner(s) of the land shown on this plat within the area described by metes and bounds as follows: WHEREAS, B. R. Bentley, Jr. and wife, Michelle Ann Bentley are the owners of that certain tract situated in the James B. P. January Survey, Abstract No. 658, City of Sanger ETJ, Denton County, Texas, said tract being the same tract described in the deed to B. R. Bentley, JR., and wife Michelle Ann Bentley, recorded in Volume 5177, Page 911, Deed Records, Denton County, Texas (D.R.D.C.T.); the subject tract is more particularly described as follows (bearings are based on the Texas Coordinate System of 1983, North Central Zone): BEGINNING at a 1/2 inch capped rebar stamped "Alliance" found on the monumented east line of FM Highway 2450 (no dedicating document found) at the northwest corner of said Bentley tract; THENCE with the perimeter and to the corners of the Bentley tract, the following calls: 1.SOUTH 89°21'28" EAST, a distance of 298.04 feet to a found 1/2 inch capped rebar stamped "Alliance”; 2.SOUTH 01°28'01" WEST, a distance of 157.02 feet to a found 1/2 inch capped rebar stamped with an illegible cap, from which a found 5/8 inch capped rebar stamped “Texas Department of Transportation” bears SOUTH 01°28'01" WEST a distance of 36.57 feet; 3.NORTH 89°52'22" WEST, a distance of 119.00 feet to a found 1/2 inch capped rebar; 4.SOUTH 89°59'25" WEST, a distance of 116.85 feet to a set 1/2 inch capped rebar stamped "JPH Land Surveying”; 5.NORTH 08°03'59" EAST, a distance of 10.26 feet to a set 1/2 inch capped rebar stamped "JPH Land Surveying"; 6.NORTH 89°11'20" WEST, a distance of 60.64 feet (deed call 60.00 feet) to a set 1/2 inch capped rebar stamped "JPH Land Surveying", from which a found 5/8 inch capped rebar stamped “Texas Department of Transportation” monumenting the said east line of FM 2450 bears SOUTH 00°24'08" WEST a distance of 69.19 feet; 7.NORTH 00°24'08" EAST, a distance of 149.05 feet (deed call 149.95 feet) returning to the POINT OF BEGINNING and enclosing 1.064 acres (± 46,357 square feet). FINAL PLAT BENTLEY ADDITION LOT 1 BEING A 1.064-ACRE FINAL PLAT SITUATED IN THE JAMES B. P. JANUARY SURVEY, ABSTRACT NO. 658, CITY OF SANGER ETJ, DENTON COUNTY, TEXAS TOTAL LOTS - 1 HOA/OPEN SPACE LOTS - 0 RIGHT-OF-WAY ACREAGE - 0.0 ACRES PREPARED IN OCTOBER 2023 REVISED IN NOVEMBER 2023 REVISED IN JANUARY 2024 Water Bolivar Water Supply Corp 4151 FM 455 West Sanger, TX 76266 940-458-3931 Electric CoServ Electric P.O. Box 734803 Dallas, TX 75373-4803 833-890-6264 Sanger Electric P.O. Box 1729 Sanger, TX 76266 940-458-7930 Gas Atmos Energy Corp P.O.Box 740353 Cincinnati, OH 45274-0353 1800-460-3030 Communication Brightspeed 833-692-7773 UTILITY PROVIDERS PRELIMINARY, THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT Approved and Accepted _______________________________________ _______________________ Chairman, Planning and Zoning Commission Date City of Sanger, Texas _______________________________________ _______________________ Mayor Date City of Sanger, Texas _______________________________________ _______________________ City Secretary Date City of Sanger, Texas LINE TABLE LEGEND Subject Boundary Line adjoining Boundary Line/City Limit Easement Line NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS: THAT B. R. Bentley, Jr. and wife, Michelle Ann Bentley do hereby adopt this plat designating the hereinabove described property as Lot 1, Bentley Addition, an addition in the City of Sanger ETJ, Texas, and does hereby dedicate to the public use forever by fee simple title, free and clear of all liens and encumbrances, all streets, thoroughfares, alleys, fire lanes, drive aisles, parks, and watercourses, and to the public use forever easements for sidewalks, storm drainage facilities, utilities and any other property necessary to serve the plat and to implement the requirements of the subdivision regulations and other City codes and do hereby bind ourselves, our heirs, successors and assigns to warrant and to forever defend the title on the land so dedicated. Further, the undersigned covenants and agrees that he/she shall maintain all easements and facilities in a state of good repair and functional condition at all times in accordance with City codes and regulations. No buildings, fences, trees, shrubs, or other improvements or growths shall be constructed or placed upon, over, or across the easements as shown, except that landscape improvements may be installed, if approved by the City of Sanger. The City of Sanger and public utility entities shall have the right to access and maintain all respective easements without the necessity at any time of procuring permission from anyone. WITNESS MY HAND this ______, day of____________________________, 20_____. ____________________________ B. R. Bentley, Jr. Owner STATE OF ____________ § COUNTY OF __________ § Before me, B. R. Bentley, Jr., on this day personally appeared, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and considerations therein expressed and in the capacity therein stated. Given under my hand and seal of office this ______, day of__________________, 20_____. ____________________________________ ___________________________________ Notary Public in and for the State of _______ Notary's Name My Commission Expires ____________________________________. WITNESS MY HAND this ______, day of____________________________, 20_____. ______________________________________ Michelle Ann Bentley Owner STATE OF ____________ § COUNTY OF __________ § Before me, Michelle Ann Bentley, on this day personally appeared, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purposes and considerations therein expressed and in the capacity therein stated. Given under my hand and seal of office this ______, day of__________________, 20_____. ____________________________________ Notary Public in and for the State of _______ 29 Item 5. BR Bentley, Jr. & Michelle BentleyKAgnor@vaqueroventures.com 30 Item 5. Vaquero DG FM 2450 Partners, LP 2627 Tillar Street, Suite 111 Fort Worth, TX 76107 (254)715-5100 cpipkin@vaqueroventures.com City of Sanger Permits/Planning & Zoning 502 Elm Street P.O. Box 1729 Sanger, TX 76266 RE: Final Plat – Leter of Intent To Whom It May Concern, Vaquero DG FM 2450 Partners, LP is making this final plat submital to create a plated lot for closing and development purposes. We plan to develop the 1.064-acre lot, which is located near the corner of FM 2450 and FM 455, as a single tenant commercial building. The contact for this project going forward will be Caitlin Pipkin, her contact informa�on is in the above header. We request that the final plat be received and considered by the city staff, Planning & Zoning Commission, and the City Council. Thank you, Vaquero DG FM 2450 Partners, LP Caitlin Pipkin 31 Item 5. CITY COUNCIL COMMUNICATION DATE: April 1, 2024 FROM: Ramie Hammonds, Development Services Director AGENDA ITEM: Consideration and possible action on the Preliminary Plat of Duncan Retail, being 5.770 acres of land described as A1241A TIERWESTER, TR 222(PT), located in the City of Sanger, and generally located on the east side of the I-35 Frontage Road approximately 60 feet north of the intersection of I-35 Frontage Road and S 5th Street. SUMMARY:  The applicant is proposing to create 5 commercial lots from 1 unplatted tract.  This site is located on the east side of the I-35 Frontage Road approximately 60 feet north of the intersection of I-35 Frontage Road and S. 5th Street.  The property is zoned B-2 which allows retail.  There is one existing business located on the site currently.  The property will be served by City of Sanger Water, Sewer and Electric.  Planning & Zoning recommended approval on January 8, 2024. FISCAL INFORMATION: Budgeted: N/A Amount: N/A GL Account: N/A RECOMMENDED MOTION OR ACTION: Staff recommends APPROVAL. ATTACHMENTS: Location Map Preliminary Plat Application Letter of Intent 32 Item 6. S I - 3 5 S I-3 5 B u s i n e s s 3 535 S t e p h e n D r D a v id D r S I - 3 535 S I - 3 5 35 35 Fr e e s e D r Tr ey s Ct F r e e s e D r 174238 174235 185079 185080 174239 174237 975476 698877 78481 7849478505 78496 7848078507 78495 78506 56753 78504 975477 58077 580615806958065 56962 185086 268323 185087 525438 975244 1010198 56755 Denton CAD Web Map Esri Community Maps Contributors, Texas Parks & Wildlife, © OpenStreetMap, Microsoft, Esri, HERE, Garmin, SafeGraph, Parcels 1/3/2024, 12:26:22 PM 0 0.03 0.060.01 mi 0 0.05 0.10.03 km 1:2,257 Denton County Appraisal District, BIS Consulting - www.bisconsulting.com Disclaimer: This product is for informational purposes only and has not been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location of boundaries. 33 Item 6. C C C C C C C C C C C C C C C S C C C C C C C C S G G G GC G OH E OH E XXXX CB L CB L CB L C B L C B L CB L X X X OHE OHE OH E OH E OH E OH E OH E OH E OH E OH E 1/2" IRF "ALLIANCE" BEARS S81°14'08"W ~ 0.47' 5/8" IRF "TXDOT ROW SURVEY MARKER" N: 7177992.33 E: 2371430.50 5/8" IRF "TXDOT ROW SURVEY MARKER" BEARS S44°55'05"E ~ 4.31' 1/2" IRFC "ALLIANCE" 1/2" IRFC 5/8" IRF ASPHALT PAVEMENT GUARD RAIL CONCRETE SIDEWALK CONCRETE SIDEWALK CONCRETE PAVEMENT ASPHALT PAVEMENT BM#104 ASPHALT PAVEMENT ASPHALT PAVEMENT CONCRETE PAVEMENT ASPHALT PAVEMENT ASPHALT PAVEMENT ASPHALT PAVEMENT WOOD FENCE 5TH STREET (A VARIABLE WIDTH RIGHT-OF-WAY) IN T E R S T A T E H W Y N O . 3 5 (A V A R I A B L E W I D T H R I G H T - O F - W A Y ) RIM = 675.3± FL12"PVC(E)=669.5± FL12"PVC(SW)=669.3±RIM = 675.0± FL12"PVC(N)=664.3± FL16"PVC(NE)=669.1± FL8"PVC(NE)=669.1± FL14"PVC(E)=663.6± FL8"PVC(SE)=669.5± FL14"PVC(W)=662.9± X X X X X OH E BILLBOARD SIGN "TRAIL DUST STEAKHOUSE" BILLBOARD OVERHANG LIMITS CALLED 5.963 ACRES YELLOW W LAND CO., LLC INST. NO. 2020-215605 CALLED 0.0412 ACRES (PARCEL 59, PART1) STATE OF TEXAS INST. NO. 2021-82582 CALLED 0.1191 ACRES (PARCEL 59, PART 2) STATE OF TEXAS INST. NO. 2021-82582 LOT 1, BLOCK E GATEWAY ADDITION, SECTION II CAB. C, PG. 93 W T FT T F F C S S W S GG G G G G G G GG U UU U G G G G G F T GAS GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S OH E OH E OH E OH E OH E OH E OH E OH E OH E OH E OH E OHEOHE OHE OHE OHE OHE OHEOHE X X X X X X X OHE X X X X X X CB L CONCRETE PAVEMENT CONCRETE PAVEMENT CONCRETE PAVEMENT CONCRETE PAVEMENT CONCRETE PAVEMENT ONE-STORY METAL BUILDING T SHED METAL FENCE METAL FENCEXX 1/2" IRFC "RPLS 4857" N: 7178538.67 E: 2371809.36 1/2" IRF XF BEARS S5°45'55"W ~ 3.49' 1/2" IRFC "KAZ" 1/2" IRFC "KAZ" BEARS S82°59'16"W ~ 0.32' 1/2" IRFC "RPLS 4857" BEARS S2°10'37"W ~ 2.16' GATE CHAIN LINK FENCE CHAIN LINK FENCE WOOD FENCE CONCRETE PAVEMENT 68 0 690 6 7 8 682 684 686 688 6 8 0 67 6 6 7 8 6 7 0 67 0 67 0 6 7 2 67 2 67 2 67 4 6 7 6 6 7 8 67 8 6 7 8 6 7 8 67 8 CONCRETE PAVEMENT CO N C R E T E PA V E M E N T METAL POST RIP RAP 1/2" SQ. TUBE FOUND 1/2" SQ. TUBE FOUND 1/2" SQ. TUBE FOUND1/2" SQ. TUBE FOUND LOT 1, BLOCK A KNIGHT ADDITION CAB. V, PG. 624 LOT 2-A, BLOCK A KNIGHT ADDITION CAB. X, PG. 754 LOT 2, BLOCK E GATEWAY ADDITION, SECTION II CAB. C, PG. 93 LOT 3, BLOCK E GATEWAY ADDITION, SECTION II CAB. C, PG. 93 LOT 4, BLOCK E GATEWAY ADDITION, SECTION II CAB. C, PG. 93 LOT 5, BLOCK E GATEWAY ADDITION, SECTION II CAB. C, PG. 93 LOT 6, BLOCK E GATEWAY ADDITION, SECTION II CAB. C, PG. 93 LOT 7, BLOCK E GATEWAY ADDITION, SECTION II CAB. C, PG. 93 CONCRETE PAVEMENT ASPHALT PAVEMENT ASPHALT PAVEMENT ASPHALT PAVEMENT 20' BUILDING LINE & UTILITY EASEMENT CAB. X, PG. 754 7.5' UTILITY EASEMENT CAB. C, PG. 93 7.5' UTILITY EASEMENT CAB. C, PG. 93 15' UTILITY EASEMENT CAB. V, PG. 624 G RIM = 683.4± FL10"PVC(NW)=672.7± FL10"PVC(S)=672.7± RIM = 683.5± FL12"PVC(N)=672.8± FL8"PVC(S)=672.8± FL10"MP(SE)=678.1± FL12"MP(SE)=673.4± RIM = 683.7± FL8"PVC(N)=679.7± FL8"PVC(SE)=679.6± 17' BUILDING LINE & UTILITY EASEMENT CAB. C, PG. 93 DA V I D D R I V E 5/8" IRF "TXDOT ROW SURVEY MARKER" 5/8" IRF "TXDOT ROW SURVEY MARKER" CONCRETE WALL CONCRETE WALL CONCRETE WALL CONCRETE WALL WALL OPENING DRAINAGE EASEMENT CAB. V, PG. 624 15' UTILITY EASEMENT CAB. V, PG. 624 LOT 2, BLOCK A 1.399 ACRES 60,932 SQ. FT. N 3 ° 1 4 ' 2 6 " W 2 5 6 . 4 7 ' N1 2 ° 5 2 ' 0 1 " E 10 8 . 2 4 ' N 3 ° 1 5 ' 5 7 " W 9 0 . 0 3 ' S87°57'59"E 205.00'N83°03'51"E 65.00' N76°06'2 1 " E 142.30' S87°49'59"E 70.49' S2 ° 1 0 ' 2 8 " W 61 3 . 8 1 ' LOT 4, BLOCK A 1.281 ACRES 55,800 SQ. FT. LOT 3, BLOCK A 1.534 ACRES 66,819 SQ. FT. LOT 5, BLOCK A 0.513 ACRES 22,346 SQ. FT. LOT 1, BLOCK A 1.043 ACRES 45,454 SQ. FT. S3 ° 0 8 ' 1 9 " E 1 9 3 . 7 3 ' S86°51'41"W 296.72' 1 1 9 . 3 9 ' 1 3 7 . 0 8 ' N86°51'41"E 310.58' N86°51'41"E 130.93' S88°26'57"W 292.36' FL 42" RCP = 665.9± FL 42" RCP = 665.9± FL 18" RCP = 671.6± FL 18" RCP = 671.7± FL 12" = 675.4± FL 12" = 675.8± 40 0 . 6 0 ' 21 3 . 2 2 ' FL BOX 12"x24" = 679.4± FL BOX 12"x24" = 679.2± 67 . 3 7 ' 40 . 8 7 ' FL 24" RCP = 665.8± 5/8" IRF "TXDOT ROW MARKER" P.O.B. 61 . 4 8 ' L 1 L2 L3 L 4 281.70' 15.02' L5 L 6 C 1 C 2 PROPOSED F.A.U.E BY THIS PLAT PROPOSED F.A.U.E BY THIS PLAT PROPOSED FIRE LANE AND ACCESS EASEMENT BY THIS PLAT PROPOSED F.A.U.E BY THIS PLAT CALLED 5.963 ACRES YELLOW W LAND CO., LLC INST. NO. 2020-215605 CALLED 5.963 ACRES YELLOW W LAND CO., LLC INST. NO. 2020-215605 CALLED 5.963 ACRES YELLOW W LAND CO., LLC INST. NO. 2020-215605 PROPOSED F.A.U.E BY THIS PLAT PROPOSED UTILITY EASEMENT BY THIS PLAT PROPOSED F.A.U.E BY THIS PLAT PROPOSED F.A.U.E BY THIS PLAT PROPOSED F.A.U.E BY THIS PLAT PROPOSED F.A.U.E BY THIS PLAT PROPOSED F.A.U.E BY THIS PLAT 25' BUILDING SETBACK LINE 2 5 ' B U I L D I N G S E T B A C K L I N E 10' BUILDING SETBACK LINE 2 5 ' B U I L D I N G S E T B A C K L I N E 1 0 ' B U I L D I N G S E T B A C K L I N E 20 ' B U I L D I N G S E T B A C K L I N E 20' BUIL D I N G S E T B A C K L I N E 20 ' B U I L D I N G S E T B A C K L I N E SOUTH LINE OF THE CALLED 5.932 ACRES TRACT INST. NO. 2010-59070 SOUTH LINE OF THE CALLED 5.963 ACRES TRACT INST. NO. 2020-215605 PROPOSED DRAINAGE EASEMENT BY THIS PLAT PROPOSED VARIABLE WIDTH DRAINAGE AND UTILITY EASEMENT BY THIS PLAT PROPOSED DRAINAGE EASEMENT BY THIS PLAT PROPOSED DRAINAGE EASEMENT BY THIS PLAT PROPOSED UTILITY EASEMENT BY THIS PLAT 10' BUILDING SETBACK LINE 1 0 ' B U I L D I N G S E T B A C K L I N E PROPOSED DRAINAGE EASEMENT BY THIS PLAT 10' BUILDING SETBACK LINE 10' BUILDING SETBACK LINE 25 ' B U I L D I N G SE T B A C K L I N E 1/2" IRFC "KAZ" BEARS S02°10'28"W ~ 0.29' PROPOSED FIRE HYDRANT LOCATION PROPOSED FIRE HYDRANT LOCATION PROPOSED FIRE HYDRANT LOCATION PROPOSED WATER EASEMENT BY THIS PLAT PROPOSED PRIVATE DRAINAGE EASEMENT BY THIS PLAT PROPOSED WATER EASEMENT BY THIS PLAT PROPOSED WATER EASEMENT BY THIS PLAT PROPOSED WATER EASEMENT BY THIS PLAT 10' BUILDING SETBACK LINE 20' BUILDING SETBACK LINE 1 0 ' B U I L D I N G S E T B A C K L I N E 257.69'34.67' S 5 ° 2 4 ' 3 9 " E 1 8 4 . 2 9 ' 50 ' 59' 98 ' 363' 2 5 0 ' 250' TO SOUTH ROW LINE OF 5TH STREET 24 . 6 ' 24.0' 24.0' 24 . 0 ' 10' BUILDING SETBACK LINE 394' 15.0' 24.0' 24 . 0 ' 24 . 0 ' 2 4 . 0 ' 28.2' 24 . 0 ' 16.0' 20 . 0 ' 10.0' 15.0' 25' BUILDING SETBACK LINE 26.9' 14.2' 20.0' 10' BUILDING SETBACK LINE 10' BUILDING SETBACK LINE 1 0 ' B U I L D I N G S E T B A C K L I N E PROPOSED WATER EASEMENT BY THIS PLAT 15 . 0 ' 10.0' 20 . 0 ' LINE TABLE NO. L1 L2 L3 L4 L5 L6 BEARING N28°51'58"W N86°21'59"W N00°39'41"W N44°55'05"W S00°27'16"E S03°08'19"E LENGTH 68.67' 72.88' 24.45' 80.31' 17.64' 42.00' CURVE TABLE NO. C1 C2 DELTA 27°34'51" 24°53'48" RADIUS 65.00' 212.00' LENGTH 31.29' 92.12' CHORD BEARING S14°14'42"E S15°35'13"E CHORD 30.99' 91.40' Copyright © 2024 Kimley-Horn and Associates, Inc. All rights reserved DW G N A M E : K: \ F T W _ S U R V E Y \ 0 6 1 2 9 0 0 8 0 - Y E L L O W W L A N D \ D W G \ 0 6 1 2 9 0 0 8 0 - Y E L L O W L A N D _ P P . D W G P L O T T E D B Y DR U M M O N D , D A S H A W N 3/ 2 0 / 2 0 2 4 1 : 3 9 P M L A S T S A V E D 3/ 2 0 / 2 0 2 4 1 : 3 7 P M Scale Drawn by 1" = 40' Checked by Date Project No.Sheet No. Fort Worth, Texas 76102 801 Cherry Street, Unit 11, # 1300 Tel. No. (817) 335-6511 www.kimley-horn.comFIRM # 10194040 3/20/2024 061290080 PRELIMINARY PLAT LOTS 1-5, BLOCK A DUNCAN RETAIL 5.770 ACRES 5 LOTS HENRY TIERWESTER SURVEY ABSTRACT NO. 1241 CITY OF SANGER DENTON COUNTY, TEXAS N.T.S.VICINITY MAP SITE NORTH LEGEND ROOF DRAIN CABLE TV BOX CABLE TV HANDHOLE CABLE TV MANHOLE CABLE TV MARKER FLAG CABLE TV MARKER SIGN CABLE TV VAULT COMMUNICATIONS BOX COMMUNICATIONS HANDHOLE COMMUNICATIONS MANHOLE COMMUNICATIONS MARKER FLAG COMMUNICATIONS MARKER SIGN COMMUNICATIONS VAULT ELEVATION BENCHMARK FIBER OPTIC BOX FIBER OPTIC HANDHOLE FIBER OPTIC MANHOLE FIBER OPTIC MARKER FLAG FIBER OPTIC MARKER SIGN FIBER OPTIC VAULT MONITORING WELL GAS HANDHOLE GAS METER GAS MANHOLE GAS MARKER FLAG GAS SIGN GAS TANK GAS VAULT GAS VALVE TELEPHONE BOX TELEPHONE HANDHOLE TELEPHONE MANHOLE TELEPHONE MARKER FLAG TELEPHONE MARKER SIGN TELEPHONE VAULT PIPELINE MARKER SIGN ELECTRIC BOX FLOOD LIGHT GUY ANCHOR GUY ANCHOR POLE ELECTRIC HANDHOLE LIGHT STANDARD ELECTRIC METER ELECTRIC MANHOLE ELECTRIC MARKER FLAG ELECTRIC MARKER SIGN UTILITY POLE ELECTRIC TRANSFORMER ELECTRIC VAULT HANDICAPPED PARKING SIGN MARQUEE/BILLBOARD BORE LOCATION FLAG POLE GREASE TRAP MAIL BOX SANITARY SEWER CLEAN OUT SANITARY SEWER MANHOLE SANITARY SEWER MARKER FLAG SANITARY SEWER MARKER SIGN SANITARY SEWER SEPTIC TANK SANITARY SEWER VAULT STORM SEWER BOX STORM SEWER DRAIN STORM SEWER MANHOLE STORM SEWER VAULT TRAFFIC BARRIER TRAFFIC BOLLARD TRAFFIC BOX CROSS WALK SIGNAL TRAFFIC HANDHOLE TRAFFIC MANHOLE TRAFFIC MARKER SIGN TRAFFIC SIGNAL TRAFFIC VAULT UNIDENTIFIED BOX UNIDENTIFIED HANDHOLE UNIDENTIFIED METER UNIDENTIFIED MANHOLE UNIDENTIFIED MARKER FLAG UNIDENTIFIED MARKER SIGN UNIDENTIFIED POLE UNIDENTIFIED TANK UNIDENTIFIED VAULT UNIDENTIFIED VALVE TREE WATER BOX FIRE DEPT. CONNECTION WATER HAND HOLE FIRE HYDRANT WATER METER WATER MANHOLE WATER MARKER FLAG WATER MARKER SIGN WATER VAULT WATER VALVE WATER WELL TV TV TV TV TV TV C C C C C C F F F F F G G G G G G G G T T T T T T P E E E E E E T E GT S S S ST S D D D TR TR TR TR TR TR U U U U U U U U U U W W W W W W W W F IRSC IRFC MNS MNF IRF XS XF 5/8" IRON ROD W/ "KHA" CAP SET IRON ROD WITH CAP FOUND MAG NAIL SET MAG NAIL FOUND IRON ROD FOUND "X" CUT IN CONCRETE SET "X" CUT IN CONCRETE FOUND POINT OF BEGINNINGP.O.B. IPF IRON PIPE FOUND ADF ALUMINUM DISK FOUND BDF BRASS DISK FOUND F.A.U.E FIRELANE, ACCESS, AND UTILITY EAESMENT LINE TYPE LEGEND BOUNDARY LINE ADJACENT PROPERTY LINE EASEMENT LINE BUILDING LINE WATER LINE SANITARY SEWER LINE STORM SEWER LINE UNDERGROUND GAS LINE OVERHEAD UTILITY LINE UNDERGROUND ELECTRIC LINE UNDERGROUND TELEPHONE LINE UNDERGROUND CABLE LINE FENCE ASPHALT PAVEMENT UGT UGE X X X X W SS GAS OHE CBL LEGAL DESCRIPTION BEING a 5.770 acre (251,351 square foot) tract of land situated in the Henry Tierwester Survey, Abstract No. 1241, City of Sanger, Denton County, Texas, and being part of a called 5.963 acre tract of land described in the General Warranty Deed to Yellow W Land CO., LLC, recorded in Instrument No. 2020-215605, Official Public Records, Denton County, Texas, said tract being more particularly described as follows: BEGINNING at a 5/8-inch iron rod with cap stamped “TXDOT ROW SURVEY MARKER” found for the north corner of a called 0.0412 acre tract of land (Parcel 59, Part 1) described in the Deed to the State of Texas recorded in Instrument No. 2021-82582, said Official Public Records, and being in the west line of the said called 5.963 acre tract, and being at the north end of a right-of-way corner clip at the intersection of the east right-of-way line of Interstate Highway No. 35, a variable width right-of-way, and the north right-of-way line of South 5th Street, a variable width right-of-way; THENCE along the said east right-of-way line, the following four (4) calls: North 03°14'26" West, along the said west line, a distance of 256.47 feet to a 5/8-inch iron rod with cap stamped “TXDOT ROW MARKER” found for the south corner of a called 0.1191 acre tract of land (Parcel 59, Part 2) described in the said Deed to the State of Texas recorded in Instrument No. 2021-82582; North 12°52'01" East, along the east line of the said called 0.1191 acre tract, a distance of 108.24 feet to a 5/8-inch iron rod with cap stamped “TXDOT ROW SURVEY MARKER” found for corner; North 03°15'57" West, continuing along the said east line, a distance of 90.03 feet to a 5/8-inch iron rod with cap stamped “TXDOT ROW SURVEY MARKER” found for corner; North 28°51'58" West, continuing along the said east line, a distance of 68.67 feet to a point for corner, being the northwest corner of a called 5.932 acre tract of land described in the General Warranty Deed to Kenneth Charles Minhinnett and wife, Linda A. Minhinnett, recorded in Instrument No. 2010-59070, said Official Public Records, and being at the southwest corner of Block E, Gateway Addition, Section II, an addition to the City of Sanger, Denton County, Texas, according to the plat recorded in Cabinet C, Page 93, Plat Records, Denton County, Texas, from which a 1/2-inch iron rod with cap stamped “ALLIANCE” found bears South 81°14'08” West, a distance of 0.47 feet; THENCE with the north line of the said called 5.932 acre tract, and along the south line of said Block E, the following four (4) calls: South 87°57'59" East, a distance of 205.00 feet to a 1/2-inch square tube found for corner; North 83°03'51" East, a distance of 65.00 feet to a 1/2-inch square tube found for corner; North 76°06'21" East, a distance of 142.30 feet to a 1/2-inch iron rod with cap stamped “RPLS 4857” found for corner; South 87°49'59" East, a distance of 70.49 feet to a point for corner, being the northeast corner of the said called 5.932 acre tract, and being in the west right-of-way line of David Drive, a variable width right-of-way, from which a 1/2-inch iron rod with cap stamped “KAZ” found bears South 02°10'28" West, a distance of 0.29 feet; THENCE South 02°10'28" West, departing the south line of Block E, and with the east line of the said called 5.932 acre tract, a distance of 613.81 feet to a point for the southeast corner of the said called 5.932 acre tract, being in the north right-of-way line of the aforementioned South 5th Street, from which a 1/2-inch iron rod with cap stamped “KAZ” found bears South 82°59'16" West, a distance of 0.32 feet, and from which a 1/2-inch iron rod with cap stamped “RPLS 4857” found bears South 02°10'28" West, a distance of 2.17 feet; THENCE with the southerly line of the said called 5.932 acre tract of land, and along the said north right-of-way line, the following three (3) calls: North 86°21'59" West, a distance of 72.88 feet to a 1/2-inch iron rod with cap stamped “KAZ” found for corner; North 00°39'41" West, a distance of 24.45 feet to a 5/8-inch iron rod found for corner, from which a “+” cut in concrete found bears South 5°45'55" West, a distance of 3.49 feet; South 86°51'41" West, a distance of 296.72 feet to a point for corner, being at the south end of a right-of-way corner clip at the intersection of the said north right-of-way line, and the aforementioned east right-of-way line of Interstate Highway No. 35, and being on the northeast line of the aforementioned called 0.0412 acre tract of land (Parcel 59, Part 1), from which a 5/8-inch iron rod with cap stamped “TXDOT ROW SURVEY MARKER” found bears South 44°55'05" East, a distance of 4.31 feet; THENCE North 44°55'05" West, along the said northeast line, and along said corner clip, a distance of 80.31 feet to the POINT OF BEGINNING and containing 251,351 square feet or 5.770 acres of land, more or less. DMD JDW GRAPHIC SCALE IN FEET 040 20 40 80 1" = 40'@ 24X36 PRELIMINARY THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT SURVEYOR'S CERTIFICATION I, Joshua D. Wargo, Registered Professional Land Surveyor, do hereby certify that the plat shown hereon accurately represents the property as determined by an on the ground survey, made under my supervision on October 3, 2023 and that all corners are shown hereon. __________________________________ Joshua D. Wargo Registered Professional Land Surveyor No. 6391 LOT ACREAGE TABLE 1.043 ACRES 1.399 ACRES 1.534 ACRES 1.281 ACRES 0.513 ACRES 5.770 ACRES LOT 1 LOT 2 LOT 3 LOT 4 LOT 5 TOTAL NOTES 1.The bearings and coordinates shown on this survey are based on the Texas Coordinate System of 1983 (2011), North Central Zone 4202 based on observations made on October 3, 2023 with an applied combined scale factor of 1.00015063. 2.According to Map No. 48121C0210G, dated April 18, 2011 of the National Flood Insurance Program Map, Flood Insurance Rate Map of Denton County, Texas, Federal Emergency Management Agency, Federal Insurance Administration, this property is not located within a special flood hazard area. If this site is not within an identified special flood hazard area, this flood statement does not imply that the property and/or the structures thereon will be free from flooding or flood damage. On rare occasions, greater floods can and will occur and flood heights may be increased by man-made or natural causes. This flood statement shall not create liability on the part of the surveyor. 3.Selling a portion of this addition by metes and bounds is a violation of City ordinance and State law, and is subject to fines and/or withholding of utilities and building permits. NORTH 1 OF 1 BM#102 MAG NAIL WITH SHINER STAMPED "YP CONTROL POINT" SET IN CONCRETE ON THE NORTH WEST CORNER OF AN ELECTRIC VAULT ON THE SOUTH SIDE OF THE BRIDGE FOR KEATON ROAD ON THE EAST SIDE OF I-35, 12'± NORTH OF A LIGHT POLE, AND 16'± NORTHWEST OF A STOP SIGN. ELEV: 675.82 BM#104 1/2-INCH IRON ROD SET ON THE EAST SIDE OF I-35, 22'± WEST OF THE CENTERLINE OF I-35 FRONTAGE ROAD, AND 53'± SOUTHWEST OF A BOX CULVERT DRAINAGE STRUCTURE. ELEV: 672.05 BENCH MARK LIST The bearing system for this survey is based on the Texas Coordinate System of 1983, North Central Zone 4202 based on observations made on October 3, 2023 with an applied combined scale factor of 1.00015063. SURVEYOR Joshua D. Wargo, RPLS Kimley-Horn and Associates, Inc. 801 Cherry Street, Unit 11, Suite 1300 Fort Worth, Texas 76102 Ph. 817-770-6511 OWNER/DEVELOPER Yellow W Land Co., LLC 1425 Turtle Creek Dr. Lufkin, Texas 75904 APPROVED FOR PREPARATION OF FINAL PLAT _____________________________ __________________ CITY OF SANGER, TX DATE PLANNING & ZONING COMMISSION "PRELIMINARY PLAT FOR REVIEW PURPOSES ONLY" ENGINEER Chris Taube, P.E. Kimley-Horn and Associates, Inc. 801 Cherry Street, Unit 11, Suite 1300 Fort Worth, Texas 76102 Ph. 817-335-6511 34 Item 6. 35 Item 6. kimley-horn.com 801 Cherry St, Suite 1300, Fort Worth, Texas 76102 817-335-6511 Sanger “Duncan Retail” – Letter of Intent The owner intends to subdivide the subject property and develop additional site infrastructure including paving, storm drainage, and utilities, to serve the new development and subdivided lots. The anticipated future uses include restaurant, retail, and/or general commercial. The +/- 5.8 acre property is located at the NE corner of I-35 and 5th Street. The designated point of contact for future correspondence will be myself, Chris Taube. The owner (subdivider) contact information is listed below: Rufus Duncan Yellow W Land Co., LLC 1425 Turtle Creek Dr Lufkin, TX 75904 936-676-0207 rufus@duncantwo.com We kindly request the plat be reviewed and considered by the appropriate approval body. Please feel free to reach out with any questions city staff may have during the review. Thank you, Chris Taube, PE Kimley-Horn & Associates 801 Cherry St, Suite 1300 Fort Worth, TX 76102 817-339-2246 Chris.Taube@kimley-horn.com 36 Item 6. CITY COUNCIL COMMUNICATION DATE: April 1, 2024 FROM: Ramie Hammonds, Development Services Director AGENDA ITEM: Consideration and possible action on the Preliminary Plat of the Church Street Addition, being 1.01 acres, of land located A1241A TIERWESTER, TR 175, 1.012 ACRES, OLD DCAD SHT 3, TR 12, located in the City of Sanger, and generally located on the east side of South Stemmons Frwy at the intersection of I-35 Frontage Road and Church Street. SUMMARY:  The applicant is proposing to create 1 lot from one unplatted tract in order to develop on this site.  This site is located on the east side of South Stemmons Frwy.  The applicant is proposing to build a 3000-square-foot medical office building with room for a second building as a phase 2 at a later date.  The site has access from both I-35 Frontage Road and Church.  Planning & Zoning recommended APPROVAL. FISCAL INFORMATION: Budgeted: N/A Amount: N/A GL Account: N/A RECOMMENDED MOTION OR ACTION: Staff recommends APPROVAL ATTACHMENTS: Location Map Preliminary Plat Application Letter of Intent 37 Item 7. 56943117020 271445 256699 111352 56930 117016 56954 56925 301929301928 56884 301930 56834 957944 111353 969201 78066 970283 244590 73962 244587 56967 244589 959163 112943 244588 56838 Denton CAD Web Map Parcels Roads 9/7/2023, 2:57:01 PM 0 0.03 0.060.01 mi 0 0.05 0.10.03 km 1:2,257 Denton County Appraisal District, Harris Govern -- www.harrisgovern.com This product is for informational purposes only and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries. 38 Item 7. 39 Item 7. 40 Item 7. July 28th, 2023 Subdivision Application City of Fort 201 Bolivar Street Sanger, Texas 767266 RE: Preliminary Plat of Tax ID 56967, located at corner of Church Street and South Stemmons, Sanger, Denton County, Texas 76266. Dear Planning and Zoning Commission, On behalf of Palm Development Partners, the developer for the proposed Church St. development, we cordially request your review of our application of a preliminary plat for the above referenced parcel. Our objective is to develop a 3,003 square foot medical ofﬁce building on the site. The site may allow for a second building which would be developed in a phase 2 portion of the project at an undetermined later date. As per our meeting with the city on August 1, 2023, we will extend utilities to the proposed project with an added grinder pump. Stakeholders Winston Parks - Developer Representative, wparks@winstonwarren.com, 615-674-2130 Shaun Axton - Surveyor, shaun@rpls.net, 405-822-3327 Steve Stone - Seller Representative, Steve@commerciallandservices.com, 940-390-9192 Should you have any questions regarding the plat, please contact Shaun Axton, Surveyor, at the above contact information. Regards, Winston W. Parks, Representative for Palm Development Partners (p) 615-674-2130 (e) wparks@winstonwarren.com 41 Item 7. CITY COUNCIL COMMUNICATION DATE: April 1, 2024 FROM: Tyson Cheek, Chief of Police AGENDA ITEM: Consideration and possible action to purchase three new Ford F150 Responder Patrol Trucks from Silsbee Ford utilizing TIPS Purchasing Cooperative. SUMMARY:  Council approved the 2023-24 budget containing funds for 3 new police vehicles.  Silsbee Ford has finally gotten shipments of new Ford F-150 Responder patrol vehicles.  Purchasing new patrol vehicles will allow us 2 reserve patrol vehicles and let us start to phase out older, high maintenance cost vehicles from regular service.  Costs for the 2024 models have gone up requiring a transfer of $13,800 from other internal accounts to complete the purchase. FISCAL INFORMATION: Budgeted: YES Amount: $219,734.25 GL Account: 001-20-6130 RECOMMENDED MOTION OR ACTION: Staff recommends approval. ATTACHMENTS: Quotes from Silsbee Ford. 42 Item 8. 43 Item 8. CITY COUNCIL COMMUNICATION DATE: April 1, 2024 FROM: Clayton Gray, Chief Financial Officer AGENDA ITEM: Consideration and possible action selecting First United Bank as the City’s bank depository and authorizing the City Manager to execute all necessary depository documents. SUMMARY:  Local Government Code Sec. 105 requires that the City receive applications for depository services from one or more financial institutions before entering into an agreement for depository services.  The Code also sets five years as the maximum term of a depository contract, and the current depository contract with First United Bank is approaching the end of the maximum five-year period.  The City issued an RFA for bank depositor services on March 19, 2024, and two banks submitted proposals: First United Bank and Prosperity Bank.  The proposals were reviewed by the City Manager, Chief Financial Officer, and Controller.  After careful consideration of criteria, staff recommends selecting First United bank for the following reasons o First United can provide all requested services, whereas Prosperity cannot provide two of the services. o The City would receive a higher interest rate on deposits with First United. o First United has a history of providing high-quality services to the City. o Staying with First United offers the benefit of not making any changes to our banking, including the transition of closing accounts at one bank and opening them at another bank.  The initial period for services will be from May 1, 2024 through April 30, 2027, with the option to extend the services for two additional one-year terms. FISCAL INFORMATION:  Budgeted: NO Amount: $0.00 GL Account: N/A RECOMMENDED MOTION OR ACTION:  Staff recommends selecting First United Bank as the City’s bank depository. ATTACHMENTS:  First United Bank response 44 Item 9. City of Sanger 45 Item 9. 46 Item 9. City of Sanger March 19, 2024 Attn: Clayton Gray RE: Response to Request for Proposal Dear Mr Gray, At First United, we are dedicated to building a culture of care in the communities we serve and helping others find their path to success. We are excited to respond to your Request for Proposal. We are honored to continue providing you with both depository and Treasury Management Service offerings. To help enhance our relationship with City of Sanger, we would like to provide the following benefits: • Customized team to offer exceptional customer service for all your specific needs. • Interest Paid on all deposit accounts at 3.25% APY (variable rate based on FFL-2%). • First United Bank will continue to waive Treasury Management service fees due to the valuable partnership. • A continued Preferred Partner Program for the City of Sanger employees to receive personal baking services. Our purpose at First United is to inspire and empower others to Spend Life Wisely. We invite you to visit www.spendlifewisely.com to learn more about our values and how they align with those of your organization. This proposal is valid for 180 days from the submission date of 03/19/2024. If you have additional questions, please feel free to contact me at any of the options provided below. Sincerely, Jessica Cain Greg Hillis VP, Treasury Management Officer Sanger Community Bank President Direct: 903-813-5812 940-6302-6042 Email: jcain@firstunitedbank.com ghillis@firstunitedbank.com 47 Item 9. 48 Item 9. i Table of Contents Description Tab RFP/BID FORM...................................................................................... BID Description of Attachments Sample Reports and Agreements.................................................................... A Account Structure and Current Rates .............................................................. B Online Banking User Guide .......................................................................... C Sample AA and Bank Statement .................................................................... D Relationship Team ....................................................................................... E Purchasing Cards Information ………………………………………………………F Financials and Call Report...……………………………………………………….G 49 Item 9. 50 Item 9. REQUEST FOR APPLICATIONS BANK DEPOSITORY SERVICES RFA-2024-02 Proposal Due Date March 19, 2024 12:00 pm The City of Sanger, Texas 502 Elm Street P O Box 1729 Sanger TX 76266 940.458.7930 February 21, 2024 51 Item 9. TABLE OF CONTENTS Table of Contents .................................................................................................... 2 Notice to Vendors .................................................................................................... 3 Anticipated Schedule of Events .............................................................................. 4 I. Introduction ......................................................................................................... 5 II. Proposal Instructions and Qualifications ......................................................... 5 III. Required Financial Institution Information .................................................. 6 IV. Required Banking Services .............................................................................. 6 V. Other Services ................................................................................................... 10 VI. Bank Compensation ........................................................................................ 10 VII. Required Disclosures ..................................................................................... 11 VIII. Required Certifications ............................................................................... 12 Attachment A: Banking Services Charges ......................................................... 14 Attachment B: City Account Activities .............................................................. 15 Attachment C: City Account Average Monthly Balance .................................. 16 Attachment D: City of Sanger Investment Policy ............................................. 17 Attachment E: Conflict of Interest Questionnaire ............................................ 22 The City of Sanger, Texas Page 2 of 25 Bank Depository RFA 2024-02 52 Item 9. NOTICE TO VENDORS Sealed proposals will be received by the City of Sanger, Texas at the office of the City of Sanger City Secretary, PO Box 1729, 502 Elm Street, Sanger, TX 76266, until 12:00 PM, CST, March 19, 2024, for the purchase of services as follows per proposal instructions and specifications: REQUEST FOR APPLICATIONS FOR BANK DEPOSITORY SERVICES RFA-2024-02 Qualified prospective Proposers may obtain copies of the RFA on the City website: www.sangertexas.org. Proposals received later than the date and time above will not be considered in the proposal process. Facsimile or electronic transmittals will not be accepted. The Sanger City Council reserves the right to accept or reject any proposals or any part thereof or any combination of proposals and to waive any or all formalities in any proposal, and to make an award in any manner, consistent with law, deemed in the best interests of the City. The City of Sanger, Texas Page 3 of 25 Bank Depository RFA 2024-02 53 Item 9. ANTICIPATED SCHEDULE OF EVENTS Tuesday, February 20, 2024 .............................. Request Council approval to issue RFA Wednesday, February 21, 2024 ......................... Issue RFA Friday, March 8, 2024, at 12:00 PM .................. Deadline for questions from proposers Tuesday, March 19, 2024 at 12:00 PM ............. Deadline for proposal submissions Tuesday, March 19, 2024 at 2:00 PM ............... Proposal opening Monday, April 1, 2024 ...................................... Council selection of bank Thursday, May 1, 2019 ...................................... Contract term begins The City of Sanger, Texas Page 4 of 25 Bank Depository RFA 2024-02 54 Item 9. I. INTRODUCTION The City of Sanger, Texas is requesting proposals for a banking services contract with service to begin May 1, 2024 and extending through April 30, 2027, with the option to extend this contract for two (2) additional one-year terms. Through this contract, the City intends to minimize banking costs, improve operational efficiency, and maximize investment capabilities. This Request for Applications (RFA) represents the cash management goals, specifies all banks’ required qualifications, the banking services required, the estimated activity volumes on all accounts, the method and terms of compensation, submission instructions and the contract award provisions. II. PROPOSAL INSTRUCTIONS AND QUALIFICATIONS A. Minimum Qualifications To ensure a close working relationship, facilitate available services, and support local business, the entity may give priority to those banks with full-service capabilities within the City limits. Any required statement regarding equal opportunity and affirmative action should be included if required/desired. The proposal submitted will become part of the final contract. B. Proposal Submission Instructions 1. Proposal Format To fully and equitably evaluate each bank's ability to meet the banking services needs of the City, a standard reply format is required. Each proposal must include a response to each item in the RFA in the order given. Only proposals submitted in the prescribed format and using the exhibit forms provided will be evaluated for contract award. 2. Submission Requirements Proposals for the services specified will be received by the City of Sanger until March 19, 2024 at 12:00 PM. Please submit one (1) original proposal in hard copy only, and one (1) copy of the proposal in pdf format on a flash drive. The address for delivery of submissions is: City Secretary City of Sanger 502 Elm Street Sanger TX 76266 Late submissions will not be considered. Proposals received after the deadline will be returned unopened. 3. RFA Questions Questions regarding this RFA or the service requested should be in writing, directed to Clayton Gray at cgray@sangertexas.org The deadline for submission of questions is 12:00 PM on Friday, March 8, 2024. No questions or communications should be directed to any other City employees or any elected officials. 4. RFA Amendments Modifications or additions may be made as a result of questions submitted. Written notification of any such change will be made in writing to all known bidders. 5. Selection Criteria Evaluation of submissions will be made on the basis of the following objectives: · Ability of applicant to perform and provide the required and requested services; · References provided and quality of services. · 3. Cost of services; · Transition cost, retention and transition offers, and incentives; · Interest rates on interest bearing accounts and deposits; The City of Sanger, Texas Page 5 of 25 Bank Depository RFA 2024-02 55 Item 9. · Earnings credit rate on compensating balances; · Previous service relationship with the City; · Convenience of location(s); · Completeness of application; and · Financial strength and stability of the institution. 6. Council selection of bank The selection is scheduled to be at the Monday, April 1, 2024, meeting of the Sanger City Council. III. REQUIRED FINANCIAL INSTITUTION INFORMATION All banks must provide, as part of the proposal: · audited financial statements for the most recent fiscal year, · a copy of the current call report, and · a statement regarding any recent or foreseen merger or acquisition. IV. REQUIRED BANKING SERVICES This section lists all the services to be provided by the bank under this agreement. Attachment A lists each of these services. The bank should use Attachment A to provide the specific price for each service. A. Consolidated Account Structure The City’s banking structure currently consists of seventeen (17) accounts. The Pooled Cash account is the main account for deposits, payroll, and accounts payable. The City currently uses remote capture for the majority of items deposited to the Pooled Cash account. The City uses ACH for both payment and receipt of items in the Pooled Cash account. The City uses wire transfers for payment of some obligations out of the Pooled Cash account. The City desires all accounts to be interest bearing. Account Account Type Pooled Cash Interes t Bearing Checking - Public Funds Sewer Capital Improvement Money Market - Public Funds Storm Recovery Money Market - Public Funds Employee Benefits Money Market - Public Funds Enterprise Fund Money Market - Public Funds ARP Funding Money Market - Public Funds GF Debt I&S Money Market - Public Funds EF Debt I&S Money Market - Public Funds Water Cap Imp Money Market - Public Funds EF Equipment Replacement Money Market - Public Funds GF Equipment Replacement Money Market - Public Funds GF Contingency Money Market - Public Funds Series 23 CO Money Market - Public Funds Series 23 CO Tax Money Market - Public Funds 4B Board Money Market - Public Funds EF Contingency Money Market - Public Funds WW Capital Imp Money Market - Public Funds The City of Sanger, Texas Page 6 of 25 Bank Depository RFA 2024-02 56 Item 9. B. Wire Transfer Services A standard wire transfer agreement will be executed with the bank. This proposal should include a copy of your standard transfer procedures and wire transfer agreement. The City requires adequate security provisions and procedures. Information should be submitted detailing the use of online wire transfer requests. The City requires: · The ability to initiate and monitor wire transfers online · The ability to create and store recurring/repetitive wire instructions/templates · The ability to create and store future dated wire instructions · Security measures for wire initiation and approval A copy of a wire transfer agreement can be found in Attachment A. First United Bank does offer the ability to initiate wire transfers online and recommends dual controls be used by the City for security purposes. Wire templates may be used to store repetitive wire instructions. C. Automated Daily Balance Reporting The City requires an automated PC-based reporting system for access to the closing ledger and available balances. Stipulate the time at which the access is available and describe the system to be used. Reporting should include balance and detail reporting. Samples of the reports are to be included in the proposal. Online Banking and reports are available 24 hours a day, 7 days a week. Reporting samples can be found in Attachment A. D. Sweep Account Provisions If the City chooses, the bank will be responsible for automatically sweeping the balances in all accounts daily to an investment option (money market fund, repo, etc.). Describe the sweep options and, if a money market fund is used, provide a prospectus. The accounts will be swept to the compensating balance. A sweep option is available between the City's Operating account and a Money Market, or an ICS account, depending on the City's preference. A current account structure chart, as well as the current rate options can be found in Attachment B. E. Investment of Idle Funds and Safekeeping of City Securities All certificates of deposit bought by the City will be bought on a competitive basis. The City has no obligation to invest its funds with or through the bank. If the bank is proposing overnight repurchase agreements, an executed Master Repurchase Agreement is required. In order to fulfill GASB III requirements for reporting, if a repurchase agreement is executed with the bank itself, the collateral must be held in the trust department of the bank in a separate account. All securities will be handled on a delivery versus payment (DVP) basis as they are cleared into and out of the account. All clearing and safekeeping will be in the bank or its correspondent. All correspondent and safekeeping arrangement will be stipulated in the proposal. The City of Sanger, Texas Page 7 of 25 Bank Depository RFA 2024-02 ☐ YES, can provide as requested/required. ☐ NO, cannot provide as requested/required. ☐ YES, can provide as requested/required. ☐ NO, cannot provide as requested/required. ☐ YES, can provide as requested/required. ☐ NO, cannot provide as requested/required. ☐ YES, can provide as requested/required. ☐ NO, cannot provide as requested/required. X X X X 57 Item 9. F. Standard Disbursing Services Standard disbursing services for all accounts are required to include the payment of all checks upon presentation. Checks drawn on City accounts at your institution presented by City of Sanger employees will be cashed at no charge. G. Standard Deposit Services The bank must guarantee immediate credit on all incoming wire transfers and U.S. Treasury checks upon receipt and all other checks based on the bank’s published availability schedule. The Bank should specify in their proposal their deposit requirements and commercial and retail deposit locations, including night deposit services and procedures. First United Bank's Sanger branch is located at 1403 W Chapman Dr, Sanger, TX 76226. This location does offer night deposit services. The night deposit box is opened prior to branch opening under Dual Control, and deposited same day. If a discrepancy is ever found, the Bank will contact the City prior to making the deposit. H. Online Banking Services The institution shall offer internet access for the inquiry of account balances and activity for all bank accounts. This access should be available by using a password set by the City. In addition, the institution shall offer online transfer of City funds between accounts held within the institution. The transfers should be credited and debited to the related accounts on the same business day of the transfer, if the request is received by 4:00 p.m. Provide a detailed description of online services and a list of all capabilities, including ability to provide the following basic services: Reporting: · Daily balance reporting summary · Daily balancing reporting detail (with check detail and images) · Daily ACH and wire with full addenda information Execution of Transactions: · Transfers between accounts · Initiation of wire transfers · Initiation of stop payment orders · Initiation of ACH transactions; recurring/repetitive/future ACH debit (collection or credit (Direct deposit) transactions · Maintenance of wire transfer templates Initial Controls: · Online cleared check information/images · Multi-level security administration requirements · Training of City’s administrator for managing access ☐ YES, can provide as requested/required. ☐ NO, cannot provide as requested/required. ☐ YES, can provide as requested/required. ☐ NO, cannot provide as requested/required.X X ☐X YES, can provide as requested/required. ☐ NO, cannot provide as requested/required. The City of Sanger, Texas Page 8 of 25 Bank Depository RFA 2024-02 58 Item 9. At First United Bank, our Treasury Management Services are designed to be customized to each individual client’s needs. First United Bank has cultivated their online banking platform to include the most information possible with safety and security in mind. Our Corporate First online banking platform is for organizations with high transaction volumes and/or employees that require more robust online banking functionality. Corporate First can also handle multiple entities involved within your business structure for single platform use. Corporate First includes advance user entitlement features to manage risk and exposure, along with numerous information reporting options for daily management of cash liquidity. Corporate First requires an internal administrator who will be personally trained on creating other users and their customized rights and privileges. A copy of the user guide is provided. Key features and functions include: l Multi-factor authentication. l View account balances, account details, and specific transaction history. l Transfer funds between multiple linked First United Bank accounts. l Place a stop payment on a check online. l Robust User Entitlement and Management functionality to closely monitor risk and exposure. l Multiple Information Reporting options. l Capability to setup various Online Banking Alerts. l Send and receive Secure Messages via online. l Pay bills online using Business Bill Pay service. l Ability to execute certain banking functions using our mobile app. Add Additional services to your online banking: l Initiate domestic and international wires. l Multi-Wire origination with the ease of saving as a template. l Capability to upload multiple wires, along with setting reoccurring and future dated wire payments. l Setup Business Mobile Remote Deposit service to make deposits using our mobile app. l Send payments electronically using ACH Payments. l Ability to import recipient from a batch directly into our Online Banking system for processing. l Use Remote Deposit Capture to process business deposits electronically. l Use ACH and Check Positive Pay services to monitor for any fraudulent activity. An online banking user guide is provided in Attachment C. The City of Sanger, Texas Page 9 of 25 Bank Depository RFA 2024-02 59 Item 9. I. Reporting and Account Analysis Monthly account analysis reports must be provided by the bank on a timely basis for each account and on a total account basis. A detailed analysis should include all charges against each account and a consolidated analysis. A sample account analysis format must be provided as part of the proposal. All checks cleared (both front and back) must be returned to the City in paper or online printable format. The City requires calendar month bank statements. (Beginning the 1st day of the month and ending the last day of the month). Samples of monthly statements should also be provided. The monthly statements are to be received within five business days of the last day of the month. A sample of the Account Analysis statement and bank statement can be provided in Attachment A. J. Account Executive An account executive must be assigned to the account to coordinate the account services and expedite the solution of any problem. A trained and competent backup for the account executive, familiar with the account, should be assigned in the proposal. Stipulate the name and a brief biography of the account executive to be assigned to the City’s account. The City's designated Relationship Team can be found in Attachment E. K. Direct Deposit The banking institution must be able to provide direct deposit through a computer interface with the City via the Internet. Include a schedule of funding for direct deposit so that payroll is available for City employees at 12:01 a.m. Friday. Also, include a sample direct deposit agreement with your proposal. Describe the requirements and deadlines for computer tap for ACH transactions. The proposal should indicate when funds will be available in participating banks. A sample direct deposit agreement can be found in Attachment A. Our ACH cutoff time is 4pm for deposit the following day. It is recommended that the City initiate their payroll file at least 2 days before payday. L. Daylight Overdraft Provisions Every effort will be made to eliminate daylight overdraft situations on the account. However, if this situation arises, the proposal should include any bank policies regarding daylight overdraft charges or handling procedures. The maximum number of days allowed when all District accounts, in aggregate, are overdrawn is 15 days. The maximum dollar amount for overdrafts in aggregate is $1,000.00. Otherwise, overdrafts in a single account will be allowed. The City of Sanger, Texas Page 10 of 25 Bank Depository RFA 2024-02 ☐ YES, can provide as requested/required. ☐ NO, cannot provide as requested/required. ☐ YES, can provide as requested/required. ☐ NO, cannot provide as requested/required. ☐ YES, can provide as requested/required. ☐ NO, cannot provide as requested/required. ☐ YES, can provide as requested/required. ☐ NO, cannot provide as requested/required. X X X X 60 Item 9. M. Stop Payments The proposal must include a statement on the proposed stop payment process on an automated or manual basis. Stop payments for checks are entered online by your personnel are real time and immediate on our system. The stop payment will be in effect for fourteen days unless the form printed from the online banking screen is printed, signed, and mailed, faxed or delivered to the Bank within the fourteen-day timeframe. Then, the stop payment is extended for a total of six months. Stop payments called in also follow the timeframes noted above. Unless the stop payment is entered online a stop payment form will need to be executed in person to extend the stop payment for six months. Stop payments on ACH items require a bank personnel to initiate. N. Collateralization of Deposits The bank must agree to obtain and maintain acceptable collateral sufficient to cover all anticipated time and demand deposits above the FDIC-insured limit of $250,000. Securities used to pledge against time and demand deposits must be held in an independent third-party safekeeping institution outside the bank’s holding company. The bank will execute a tri-party safekeeping agreement with the City and the Safekeeping bank for the safekeeping of these securities. Collateral will be maintained at a minimum of 102% and marked to market at least once a month. Control will be shared jointly between the bank and the entity. Substitution will be approved by the City and not unduly withheld. Substitutions of collateral will be requested in writing and new collateral will be received before the existing collateral is released. The proposal will name the safekeeping bank for collateral. The City requires monthly collateral reports. Please provide a sample collateral report with your proposal. A Sample Collateral report can be found in Attachment A. O. Positive Pay Positive pay is required to safeguard against fraudulent checks. The City would electronically transmit the issued check file to the bank. The bank would only honor those checks issued by the City pre-authorized through the positive pay system. P. Additional Services If new services become available and are provided during the period of this contract, they will be charged at the bank's then published rate. The City of Sanger, Texas Page 11 of 25 Bank Depository RFA 2024-02 ☐ YES, can provide as requested/required. ☐ NO, cannot provide as requested/required. ☐ YES, can provide as requested/required. ☐ NO, cannot provide as requested/required. ☐ YES, can provide as requested/required. ☐ NO, cannot provide as requested/required. X X X 61 Item 9. V. OTHER SERVICES The City is interested in obtaining service and cost information on additional services for possible use during the contract period. These services are not required but will be evaluated in terms of availability, feasibility, service levels, service providers and cost. The City will make its determination after receipt of proposals as to whether a service will be used. If the service is accepted later in the contract period the services and charges stipulated in the proposal will be applied. VI. BANK COMPENSATION Any net settlement on compensating balances will be made annually. Describe the compensating balance calculation and address fee when credits do not cover charged fees. If fees are chosen as the payment methodology, fees will be paid monthly after receipt of the account analysis. Due to the existing favorable relationship between First United Bank and the City of Sanger, no charges will be incurred for existing services. If any new services are added, a comprehensive meeting will occur to asses any fees for these services. The City of Sanger, Texas Page 12 of 25 Bank Depository RFA 2024-02 Information on Purchasing Cards can be found in Attachment F. 62 Item 9. VII. REQUIRED DISCLOSURES As defined in Section 105.015 (c), each applicant shall comply with the conflict of interest provision of Section 131.903 of the Texas Local Government Code in regard to the selection of the depositories: Sec. 131.903. CONFLICT OF INTEREST. (a) A bank is not disqualified from serving as a depository for funds of a political subdivision if: (1) an officer or employee of the political subdivision who does not have the duty to select the political subdivision's depository is an officer, director, or shareholder of the bank; or (2) one or more officers or employees of the political subdivision who have the duty to select the political subdivision's depository are officers or directors of the bank or own or have a beneficial interest, individually or collectively, in 10 percent or less of the outstanding capital stock of the bank, if: (A) a majority of the members of the board, commission, or other body of the political subdivision vote to select the bank as a depository; and (B) the interested officer or employee does not vote or take part in the proceedings. (b) This section may not be construed as changing or superseding a conflicting provision in the charter of a home-rule municipality. In addition, the following disclosures apply: Pursuant to Chapter 176 of the Texas Local Government Code, a person, or agent of a person, who contracts or seeks to contract for the sale or purchase of property, goods, or services with the City of Sanger, Texas must file a completed conflict of interest questionnaire which is available at http://www.ethics.state.tx.us. The conflict of interest questionnaire must be filed with the City of Sanger, Texas no later than the seventh business day after the later of the date that the person or agent begins contract discussions or negotiations with the Town or submits to the Town an application, response to a request for proposal or bid, correspondence, or writing related to a potential agreement. An updated conflict of interest questionnaire must be filed in accordance with Chapter 176 of the Texas Local Government Code. An offense under Chapter 176 is a Class C misdemeanor. Certificate of interested parties: Section 2252.908 of the Texas Government Code applies to all contracts entered into on or after January 1, 2016. The law states that a governmental entity may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity at the time the business entity submits the signed contract to the governmental entity. The law applies, with a few exceptions, to all contracts/purchases of a governmental entity that require action or vote by the governing body of the entity. The electronic filing application process can be started on the Texas Ethics Commission website at www.ethics.state.tx.us. The City acknowledges that publicly traded business entities are exempt from this requirement. In compliance with Chapter 2252 Subchapter F, of the Texas Government Code, prohibiting government contracts with a company doing business with Iran, Sudan or a foreign terrorist organization, the City of Sanger, Texas will not enter into a contract with a company reported on the LISTED COMPANIES per Section 2252.153. The City of Sanger, Texas Page 13 of 25 Bank Depository RFA 2024-02 63 Item 9. VII. REQUIRED CERTIFICATIONS A. Certification Regarding Boycotting of Israel Texas Government Code, Title 10, Subtitle F, Chapter 2271.002 - Provision Required in Contract. 1. This section applies only to a contract that: a. Is between a governmental entity and a company with 10 or more full-time employees; and b. Has a value of $100,000 or more that is to be paid wholly or partly from public funds of the government entity. 2. A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: a. Does not boycott Israel; and b. Will not boycott Israel during the term of the contract. B. Certification Regarding Boycotting of Certain Energy Companies Texas Government Code, Title 10, Subtitle F, Chapter 2274.002 - Provision Required in Contract. 1. This section applies only to a contract that: a. Is between a governmental entity and a company with 10 or more full-time employees; and b. Has a value of $100,000 or more that is to be paid wholly or partly from public funds of the government entity. 2. Except as provided in Subsection 3, a governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: a. Does not boycott energy companies; and b. Will not boycott energy companies during the term of the contract. 3. Subsection 2 does not apply to a governmental entity that determines the requirement of Subsection 2 are inconsistent with the governmental entity’s constitutional or statutory duties related to the issuance, incurrence, or management of debt obligations or the deposit, custody, management, borrowing, or investment of funds. C. Certification Regarding Boycotting of Firearms Entity or Firearms Trade Association Texas Government Code, Title 10, Subtitle F, Chapter 2274.002 - Provision Required in Contract. 1. This section applies only to a contract that: a. Is between a governmental entity and a company with at least 10 full-time employees; and b. Has a value of at least $100,000 that is paid wholly or partly from public funds of the government entity. 2. Except as provided by Subsection 3 and Section 2274.003, a governmental entity may not enter into a contract with a company for the purchase of goods or services unless the contract contains a written verification from the company that it: a. Does not have a practice, policy, guidance, or directive that discriminates against a firearm entity of firearm trade association; and b. Will not discriminate during the term of the contract against a firearm entity or firearm trade association. 3. Subsection 2 does not apply to a governmental entity that: a. Contracts with a sole-source provider; or The City of Sanger, Texas Page 14 of 25 Bank Depository RFA 2024-02 ☐ AGREE. ☐ DO NOT AGREE ☐ AGREE. ☐ DO NOT AGREE X X 64 Item 9. b. Does not receive any bids from a company that is able to provide the written verification required by that subsection. The City of Sanger, Texas Page 15 of 25 Bank Depository RFA 2024-02 ☐ AGREE. ☐ DO NOT AGREEX 65 Item 9. ATTACHMENT A - BANKING SERVICES & CHARGES Any and all anticipated service charges must be shown on this form to be applicable under the agreement. Add additional charges in the lines provided below. Serv ice Unit Unit Charge Cost of Serv ice Account Maintenance Per month Daily Balance Reporting Per month Credits Posted Per transaction Items Deposited Deposits Per transaction Debits Posted Per transaction Encoding charge Per transaction ACH Processing Per transaction Origination of file Per tape ACH deletions Per transaction ACH entries Per transaction ACH returns Per transaction ACH maintenance Per month Chargeback items Per transaction Stop payments Per transaction Wire Transfers Incoming Per transaction Outgoing Per transaction Investment Safekeeping Safekeeping interest/credit Per transaction Safekeeping receipt deposit Per transaction Safekeeping outgoing Per transaction Extra Statements Per transaction Disposable Bank Bags Per Item Online Banking Online account access Per transaction Transfers Per Item Payroll Cards Per Item/Transaction Positive Pay Per transaction The City of Sanger, Texas Page 16 of 25 Bank Depository RFA 2024-02 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N/A N/A N/A 0 0 0 0 0 0 66 Item 9. ATTACHMENT B – CITY ACCOUNT ACTIVITIES The City’s current accounts and activity are as follows: CI TY OF SANGER, TEXAS BANK TRANSACTIONS BASED ON DECEMBER 2023 TRANSACTIONS Beginning Ending Account Number Amount Number Amount Balance Pooled Cash $ 30,705,336 217 $ 6,178,451 245 $ 2,622,653 $ 34,261,134 Sewer Ca pital Improvement $ 3,010,911 3 $ 37,440 0 0 $ 3,048,351 Storm Recovery $ 1,259,512 1 $ 1,818 0 $ - $ 1,261,330 Employee Benefits $ 66,900 3 $ 72,596 2 $ 71,546 $ 67,950 Enterprise Fund $ 8,896,495 1 $ 2,205 1 $ 415,562 $ 8,483,138 ARP Funding $ 2,175,951 1 $ 555 0 $ - $ 2,176,506 GF Debt I&S $ 61,838 1 $ 89 0 $ - $ 61,927 EF Debt I&S $ 339,207 1 $ 490 0 $ - $ 339,697 Water Cap Imp $ 2,409,008 3 $ 37,572 0 $ - $ 2,446,580 EF Equipment Replacement $ 147,707 3 $ 928 0 $ - $ 148,635 GF Equipment Replacement $ 191,961 3 $ 1,128 0 $ - $ 193,089 GF Contingency $ 644,223 1 $ 930 0 $ - $ 645,153 Series 23 CO $ 1,724,382 1 $ 6,107 0 $ - $ 1,730,489 Series 23 CO T ax $ 119,784 1 $ 409 0 $ - $ 120,193 4B Board $ 205,146 1 $ 296 0 $ - $ 205,442 EF Contingency $ 642,631 1 $ 928 0 $ - $ 643,559 WW Capital Imp $ 1,658,603 1 $ 2,395 0 $ - $ 1,660,998 The City of Sanger, Texas Page 17 of 25 Bank Depository RFA 2024-02 Credits DebitsBalance 67 Item 9. ATTACHMENT C – CITY ACCOUNT AVERAGE MONTHLY BALANCE Month Pooled Cash Sewer Capital Imp Storm Recovery Employee Benefits Enterprise Fund ARP Funding January-23 30,285,196$ 2,695,355$ 1,240,084$ 60,524$ 12,496,062$ 2,169,987$ February-23 34,249,677$ 2,718,590$ 1,241,874$ 56,191$ 12,499,246$ 2,170,540$ March-23 35,097,770$ 2,727,921$ 1,243,494$ 53,686$ 12,502,122$ 2,171,039$ April-23 32,982,589$ 2,766,681$ 1,245,289$ 51,698$ 12,505,308$ 2,171,593$ May-23 30,982,406$ 2,803,723$ 1,247,029$ 109,775$ 11,883,015$ 2,172,128$ June-23 32,105,015$ 2,861,239$ 1,248,830$ 133,505$ 10,529,018$ 2,172,682$ July-23 32,376,927$ 2,905,180$ 1,250,575$ 74,847$ 9,955,513$ 2,173,217$ August-23 41,274,015$ 2,937,798$ 1,252,980$ 46,437$ 9,747,788$ 2,173,771$ September-23 32,019,154$ 2,987,814$ 1,254,189$ 72,292$ 9,029,377$ 2,174,325$ October-23 31,604,241$ 3,002,375$ 1,255,941$ 112,688$ 9,031,603$ 2,174,861$ November-23 30,992,204$ 3,006,710$ 1,257,754$ 33,547$ 8,964,095$ 2,175,415$ December-23 31,952,560$ 3,040,471$ 1,259,512$ 101,651$ 8,655,201$ 2,175,951$ Average 32,993,480$ 2,871,155$ 1,249,796$ 75,570$ 10,649,862$ 2,172,959$ Month GF Debt I&S EF Debt I&S Water Cap Imp EF Equipment Repl GF Equipment Repl GF Contingency January-23 60,884$ 333,975$ 2,134,212$ 142,045$ 184,973$ 634,286$ February-23 60,972$ 334,457$ 2,151,006$ 142,688$ 185,761$ 635,202$ March-23 61,051$ 334,893$ 2,158,150$ 142,989$ 186,140$ 636,030$ April-23 61,139$ 335,377$ 2,187,382$ 143,514$ 186,788$ 636,949$ May-23 61,225$ 335,846$ 2,213,964$ 144,087$ 187,492$ 637,839$ June-23 61,313$ 336,330$ 2,257,168$ 144,820$ 188,388$ 638,760$ July-23 61,390$ 336,800$ 2,304,690$ 145,407$ 189,109$ 639,652$ August-23 61,488$ 337,287$ 2,349,934$ 145,985$ 189,821$ 640,576$ September-23 61,576$ 337,774$ 2,391,374$ 146,645$ 190,630$ 641,501$ October-23 61,662$ 338,246$ 2,402,178$ 147,169$ 191,276$ 642,397$ November-23 61,751$ 338,734$ 2,405,646$ 147,500$ 191,693$ 643,324$ December-23 61,838$ 339,207$ 2,439,367$ 148,340$ 192,715$ 644,223$ Average 61,357$ 336,577$ 2,282,923$ 145,099$ 188,732$ 639,228$ Month Series 23 CO Series 23 CO Tax 4B Board EF Contingency WW Capital Imp January-23 -$ -$ 201,981$ 632,718$ 1,633,019$ February-23 -$ -$ 202,273$ 633,632$ 1,635,377$ March-23 -$ -$ 202,537$ 634,458$ 1,637,510$ April-23 -$ -$ 202,829$ 635,374$ 1,639,874$ May-23 -$ -$ 203,113$ 636,262$ 1,642,165$ June-23 -$ -$ 205,406$ 637,181$ 1,664,536$ July-23 -$ -$ 203,690$ 638,071$ 1,648,834$ August-23 -$ -$ 203,984$ 638,992$ 1,649,212$ September-23 1,706,578$ 118,592$ 204,279$ 639,915$ 1,651,593$ October-23 1,712,428$ 118,984$ 204,564$ 640,809$ 1,653,901$ November-23 1,718,492$ 119,390$ 204,859$ 641,734$ 1,656,289$ December-23 1,724,382$ 119,784$ 205,146$ 642,631$ 1,658,603$ Average 1,715,470$ 119,188$ 203,722$ 637,648$ 1,647,576$ The City of Sanger, Texas Page 18 of 25 Bank Depository RFA 2024-02 68 Item 9. ATTACHMENT D – CITY OF SANGER INVESTMENT POLICY The City of Sanger, Texas Page 19 of 25 Bank Depository RFA 2024-02 69 Item 9. The City of Sanger, Texas Page 20 of 25 Bank Depository RFA 2024-02 70 Item 9. The City of Sanger, Texas Page 21 of 25 Bank Depository RFA 2024-02 71 Item 9. The City of Sanger, Texas Page 22 of 25 Bank Depository RFA 2024-02 72 Item 9. The City of Sanger, Texas Page 23 of 25 Bank Depository RFA 2024-02 73 Item 9. The City of Sanger, Texas Page 24 of 25 Bank Depository RFA 2024-02 ATTACHMENT E – CONFLICT OF INTEREST QUESTIONNAIRE (MUST BE COMPLETED) 74 Item 9. The City of Sanger, Texas Page 25 of 25 Bank Depository RFA 2024-02 75 Item 9. 76 Item 9. Version Number 3 Date Approved 2/23/2024 WIRE TRANSFER AGREEMENT The following information supersedes all other Wire Transfer Agreements (“AGREEMENT”) previously executed by the customer listed below (“CUSTOMER”). The undersigned hereby certifies that each of the persons listed on the attached Exhibit A - Authorized Representatives For Wire Transfers (“REPRESENTATIVES”) are authorized to make or confirm telephone, fax, eMail, or other wire transfer requests from the account(s) listed below; subject to the respective conditions, if any, indicated for the REPRESENTATIVE. If no conditions are specified for a REPRESENTATIVE, then the REPRESENTATIVE’s authority is unlimited. This AGREEMENT establishes the procedures to be used by First United Bank and Trust Company (“BANK”) and CUSTOMER when executing wire transfers. The undersigned also certifies that CUSTOMER agrees to be bound by the additional Terms and Conditions as well as Security Procedures (if applicable) attached to and made part of this AGREEMENT. Customer/Company Name: Customer/Company Address: CIF/Account Number(s): __________________________________________________ _____________________________________________________________________________ Primary Call Back Phone Number: The AGREEMENT between the BANK and the CUSTOMER governs origination of wire transfer requests on behalf of the CUSTOMER. The CUSTOMER agrees to be bound by the rules and regulations of the BANK and other regulatory agencies now in effect or hereafter esta blished. By signing this AGREEMENT, the CUSTOMER agrees that the BANK shall be held harmless either primarily or secondarily if delivery of funds is delayed or are not made due to conditions outlined in the terms and conditions, a copy of which the CUSTOMER acknowledges receipt. Wire transfer requests must be filled out and submitted to the BANK via in-person, telephone, fax, or eMail, in compliance with such procedures. CUSTOMER accepts all responsibility that the information provided in the wire transfer request is accurate and complete as of the date it is submitted to the BANK. This AGREEMENT must be executed on behalf of the CUSTOMER by an individual who has been authorized to do so in connection with the opening or maintenance of CUSTOMER’s account(s) with the BANK. 77 Item 9. Version Number 3 Date Approved 2/23/2024 WIRE TRANSFER TERMS AND CONDITIONS • The CUSTOMER agrees that all information contained in this document is complete and correct. • Wire instructions received from a REPRESENTATIVE are deemed to be from the CUSTOMER. • The BANK will assume no liability if incorrect information or instructions are received from the CUSTOMER or its REPRESENTATIVES. • Sufficient available funds must be on deposit in the CUSTOMER’s account on the date of the request. No transfer will be made until such funds are available. • The BANK will act upon all domestic transfer requests received before 3:00 p.m. (CT) and all international transfer requests received before 1 p.m. (CT) Monday through Friday, except for any holiday for the BANK and/or the communications facility selected by the BANK. Any outgoing wire requests received by the BANK after the respective deadline will be processed the following banking day. The BANK reserves the right to utilize such means of transmission as the BANK reasonably selects. • The CUSTOMER agrees to pay the applicable fees for this service, which shall be set and amended by the BANK from time to time according to its published Fee Schedule. • Where a payment order provides for payment outside the U.S. in a currency other than U.S. dollars, the amount thereof will be the U.S. dollar equivalent of the wire request at the then prevailing exchange rate. CUSTOMER will assume all foreign transfer and exchange risks, including (but not limited to) fluctuations in value, local currency restrictions, and temporary or permanent inability to perform exchanges, and will comply with all local laws governing the transaction. • Once the CUSTOMER submits the wire transfer request, the BANK will review/verify the request, and may call the CUSTOMER back at the telephone number listed on the AGREEMENT for verification. If CUSTOMER does not provide the BANK with a current contact telephone number, CUSTOMER’s request may not be honored. When the BANK contacts the CUSTOMER, the CUSTOMER may be required to verify some or all of the following information: o Amount and Date of last deposit o Amount and Date of last withdrawal o Business/Individual Tax Identification Number • The BANK shall be liable to the CUSTOMER only for the BANK’s performance or nonperformance for the wire transfer services provided. The BANK shall not be responsible for any loss arising from, or in connection with, any inaccuracy, act or failure to act on the part of any person not within the BANK’s reasonable control. • The CUSTOMER agrees to release the BANK from responsibility or liability for any inaccuracy, interruption, delay or failure in transmission or from other circumstances associated with the following: wire service availability, weather, power failure, commun ication line failure or errors or the lack of responsiveness of any other organization. • In the event the communications facility and/or the receiving bank rejects an outgoing wire transfer request, the BANK shall provide notice of such rejection to the Customer by contacting a REPRESENTATIVE by telephone, eMail, or fax. In the event the BANK is unable to so notify the CUSTOMER, the BANK shall attempt to notify the CUSTOMER within a reasonable time via the most practical methods available at such time. • Provided the BANK has complied with these terms and conditions, the CUSTOMER agrees to indemnify and hold the BANK harmless against any claim of a third party arising from or in connection with these terms and conditions or the services provided. In no ev ent shall the BANK be liable to the CUSTOMER for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages were known by the bank. 78 Item 9. Version Number 3 Date Approved 2/23/2024 • The CUSTOMER (or REPRESENTA TIVE) will supply the following information when requesting a wire transfer: o Dollar amount of the wire transfer o Name, Address and account number of Payee o Currency in which the wire transfer is required o Name and Address of Payee’s Bank o Routing number (ABA) of Payee’s Bank o Intermediary Bank Information (if applicable) o Any “Special Instructions” • CUSTOMER acknowledges that the BANK is not permitted to transfer funds in violation of federal law or regulations. The BANK will use its filter to test each Originator, Beneficiary, and beneficiary bank(s) of a requested wire transfer against the list of prohibited names maintained by the Office of Foreign Assets Control “OFAC”. The CUSTOMER further acknowledges that if a request is made which will cause the BANK to be in violation of any rule, regulation, or order of OFAC or subject the BANK to any sanct ion imposed by OFAC, the BANK will refuse to honor the request. All penalties imposed by OFAC to the BANK for any violation will be passed on to the CUSTOMER. CUSTOMER also agrees that it will indemnify, defend, and hold harmless against any loss or cost arising from such OFAC violation. • Either the CUSTOMER or the BANK may terminate this AGREEMENT upon written notice at any time. • This AGREEMENT including all attachments consists of and includes the entire understanding by and between the BANK and the CUSTOMER concerning the provision of the service set forth above. No representations or warranties of any nature have been made by th e BANK other than those expressly provided for herein. • This AGREEMENT applies only to outgoing wire transfers. The Parties hereto have duly executed this AGREEMENT on the ________ day of ________________ 20______ CUSTOMER Printed Name: _______________________________________________ CUSTOMER Signature: ________________________________________________________ Alternate Call Back Phone Number(s): ____________________________________________ Fax Number: ________________________________________________________________ eMail Address: ______________________________________________________________ AUTHORIZED REPRESENTATIVES FOR WIRE TRANSFERS 79 Item 9. Version Number 3 Date Approved 2/23/2024 NAME: TITLE: SIGNATURE: CALL BACK PHONE NUMBER: EMAIL ADDRESS: AMOUNT LIMIT BY PHONE, FAX, EMAIL: NAME: TITLE: SIGNATURE: CALL BACK PHONE NUMBER: EMAIL ADDRESS: AMOUNT LIMIT BY PHONE, FAX, EMAIL: NAME: TITLE: SIGNATURE: CALL BACK PHONE NUMBER: EMAIL ADDRESS: AMOUNT LIMIT BY PHONE, FAX, EMAIL: NAME: TITLE: SIGNATURE: CALL BACK PHONE NUMBER: EMAIL ADDRESS: AMOUNT LIMIT BY PHONE, FAX, EMAIL: NAME: TITLE: SIGNATURE: CALL BACK PHONE NUMBER: EMAIL ADDRESS: AMOUNT LIMIT BY PHONE, FAX, EMAIL: NAME: TITLE: SIGNATURE: CALL BACK PHONE NUMBER: EMAIL ADDRESS: AMOUNT LIMIT BY PHONE, FAX, EMAIL: NAME: TITLE: SIGNATURE: CALL BACK PHONE NUMBER: EMAIL ADDRESS: AMOUNT LIMIT BY PHONE, FAX, EMAIL: 80 Item 9. 81 Item 9. . Balance and Activity Statement - Previous Day(s) Report Type: Previous Day Balance Report - Summary and Detail Report Date: 2020-02-05 to 2020-02-11 Customer: Sample Created By: End User Currency: USD Account(s): *******, SUMMARY Account Number Account Name Opening Ledger Credit Count Credit Amount Debit Count Debit Amount Closing Ledger ******* United Commercial $5.00 3 $2.66 3 $2.66 $5.00 Report Totals $5.00 3 $2.66 3 $2.66 $5.00 DETAIL Account Number: ******* Account Name: United Commercial Date BAIType CR Amount DB Amount Serial Number Ref Num Description 02/06/2020 Credit(Any Type)$0.01 239073689 Online Transfer Credit Transfer from **** to **** Funds Transfer via Online Conf #: 02/06/2020 02/10/2020 Debit (Any Type) Credit(Any Type) $0.01 239073690 Transfer to DDA Transfer to DDA $2.50 239611362 Transfer from DDA Transfer from DDA 02/10/2020 02/11/2020 Debit (Any Type) Credit(Any Type) $0.01 239611363 $0.15 239869428 Online Transfer Debit Transfer from **** to **** Funds Transfer via Online Conf #: Online Transfer Credit Transfer from **** to **** Funds Transfer via On lin e C o nf #: 02/11/2020 Account Total Debit(Any Type)$2.64 239869429 Transfer to DDA Transfer to DDA $2.66 $2.66 Page 1 of 1 82 Item 9. . Cash Position - Previous Day(s) Report Type: Previous Day Cash Position Report Report Date: 2020-02-11 to 2020-02-11 Customer: Sample Created By: End User ABA Routing Number: 103100881 Currency: USD Account(s): *******, OPENING BALANCES AND ACTIVITY Account Number Account Name Opening Ledger Opening Available Credit Count Credit Amount Debit Count Debit Amount ******* United Commercial $7.49 $7.49 1 $0.15 1 $2.64 Report Totals $7.49 $7.49 1 $0.15 1 $2.64 CLOSING CASH POSITION Account Number Account Name Closing Ledger 1-Day Float 2+ Day Float Closing Available ******* United Commercial $5.00 $0.00 $0.00 $5.00 Report Totals $5.00 $0.00 $0.00 $5.00 Page 1 of 1 83 Item 9. Checks Paid Report - Previous Day(s) Report Type: Transaction Report - Checks Paid Report Date: 02/11/2020 - 02/11/2020 Customer: Sample Created By: End User Created Date/Time: 2020-02-12 12:36:09 ABA Routing Number(s): 103100881 Currency: USD Account(s): ******* Report Detail Account Number: ******* Account Name: United Commercial Date BAIType CR Amount DB Amount Serial Num Ref Num Description Account Subtotal $0.00 $0.00 REPORT TOTALS $0.00 $0.00 Page 1 of 1 84 Item 9. TRI-PARTY COLLATERAL SAFEKEEPING AGREEMENT (Texas Public Entities – Securities Only) This Tri-Party Collateral Safekeeping Agreement is made and entered into this day _ _______________by and between _______________hereinafter referred to as “DEPOSITOR”, Bank of Oklahoma hereinafter referred to as “CUSTODIAN” and First United Bank and Trust Company hereinafter referred to as “BANK” organized under the laws of the State of Oklahoma and authorized by law to do business in the State of Texas. DEPOSITOR, through action of its governing body, has designated BANK as a depository for certain of its funds in time or demand accounts and BANK has agreed to act as the depository of those funds. All funds on deposit with BANK to credit of the DEPOSITOR are required to be secured by collateral as provided in Texas Government Code Sections 2256.001-2257.083 and subsequent amendments. I. Grant of Security Interest In accordance with the terms of this Agreement, BANK hereby pledges to DEPOSITOR and grants to DEPOSITOR a security interest in securities owned by BANK and held by CUSTODIAN for benefit of DEPOSITOR hereinafter referred to as “Collateral” upon which the DEPOSITOR shall have first and prior lien. II. Designation of Custodian BANK, DEPOSITOR, and CUSTODIAN, by execution of this Agreement, hereby designate Bank of Oklahoma, a safekeeping agent outside the holding company of the BANK, to hold in trust, according to the terms and conditions of this Agreement, all Collateral and substitute collateral which may be required under this Agreement. III. Designation of Authorized Representatives During the term of this Agreement, the DEPOSITOR will through appropriate action of its Governing Board, designate the officer or officers, who singly or jointly will be authorized to represent and act on behalf of the DEPOSITOR in any and all matters of every kind arising under this Agreement. The DEPOSITOR’S governing body shall have, and does hereby retain the right to utilize other depositories. Deposits of the DEPOSITOR shall never be the subject of any garnishment or attachment and BANK shall not recognize any attempt to garnish or attach same or be a party to such action. 85 Item 9. IV. Designation of Authorized Collateral Collateral shall consist only of Eligible Securities. Eligible Securities shall include: - Obligations of the U.S. Government, its agencies and instrumentalities, including mortgage backed securities which pass the bank test, and - Obligations of any U.S. state, agencies, counties, cities, or other political subdivisions of any state rated at least AA as to investment quality by at least two nationally recognized rating agencies. The aggregate market value of Collateral held by CUSTODIAN at all times during this Agreement must be in an amount not less than one hundred two percent (102%) of the DEPOSITOR’S time and demand deposits with BANK, including the amount of accrued but un-credited interest on such funds, reduced by that portion of the funds insured by the FDIC. Such amount is hereinafter referred to as the “Required Collateral Value”. V. Substitutions and Withdrawals of Collateral If the aggregate market value of Collateral held by CUSTODIAN at any time exceeds the Required Collateral Value, BANK may withdraw any excess Collateral by providing CUSTODIAN with a withdrawal notice signed by an authorized representative of both the BANK and DEPOSITOR. DEPOSITOR agrees that approval of the withdrawal notice will not be unreasonably withheld if the Collateral exceeds the Required Collateral Value. If the aggregate market value of Collateral held by CUSTODIAN at any time does not equal the Required Collateral Value, BANK shall provide Eligible Securities within that business day to bring the total aggregate market value equal to the Required Collateral Value and shall notify DEPOSITOR in writing within that same period of the additional Collateral. BANK may substitute Eligible Securities for any of the Eligible Securities held by CUSTODIAN at any time by providing CUSTODIAN with a withdrawal notice signed by an authorized representative of both the BANK and DEPOSITOR provided that the market value of the Collateral following such substitution would equal or exceed the Required Collateral Value. All substitutions require DEPOSITOR’S written consent (see Exhibit A, Authorized Representatives) and new Collateral shall be received by the CUSTODIAN before existing Collateral is released. To the extent that consent is required the DEPOSITOR agrees that it shall not unreasonably withhold its consent so long as the substitution would equal or exceed the Required Collateral Value. 86 Item 9. VI. BANK’S Obligations BANK shall monitor and maintain the required market value of Eligible Securities to maintain the Required Collateral Value at all times. The final determination of such value shall be at the discretion of the DEPOSITOR, whose decision shall be final and binding. BANK shall perform all the duties and obligations required of a depository under applicable law. At the expiration of the term of this Agreement, BANK shall turn over to any successor depository designated by DEPOSITOR all funds held by BANK as depository. BANK shall promptly provide DEPOSITOR with original safekeeping receipts for each Eligible Security held by the CUSTODIAN. BANK shall furnish DEPOSITOR a monthly statement of Collateral to include a full description of the Collateral. The statement will specify the description, cusip, par value, market value, and maturity date of each Eligible Security held by CUSTODIAN for DEPOSITOR. BANK is authorized to utilize one or more nationally recognized pricing information services to provide market value or utilize a service that utilizes same. Upon request, BANK shall annually make available to DEPOSITOR a copy of BANK’S most recent publicly available annual financial report. BANK represents that the BANK is the sole legal owner of the Eligible Securities and that no other security interest has been or will be granted in the Eligible Securities while it is being held as Collateral for the DEPOSITOR. VII. CUSTODIAN’S Obligations CUSTODIAN shall promptly provide BANK with original safekeeping receipts for each Eligible Security held for the DEPOSITOR. Each such receipt shall be clearly marked to indicate that these Eligible Securities are pledged by the BANK to the DEPOSITOR. CUSTODIAN shall monthly provide a list of the Collateral held for the DEPOSITOR, including the description of each security. CUSTODIAN shall permit DEPOSITOR or its designee to examine Eligible Securities in the presence of the appropriate officials of said BANK at any time during normal business hours. VIII. Default and Remedies Should BANK fail at any time to pay and satisfy, when due, any check, transfer, draft or voucher lawfully drawn against DEPOSITOR deposits, or in any manner breach any agreement with DEPOSITOR, DEPOSITOR shall give written notice of such failure 87 Item 9. or breach and BANK shall have three (3) business days to cure such failure or breach. In the event BANK shall fail to cure such failure or breach within the three (3) days or should the BANK be declared insolvent by a Federal bank regulatory agency, or if a receiver is appointed for BANK (each an “Event of Default”) it shall be the duty of CUSTODIAN, upon demand by DEPOSITOR (supported by proper evidence of the Event of Default) to surrender the Collateral to DEPOSITOR. DEPOSITOR may sell all or any part of such Collateral and out of the proceeds thereof, pay DEPOSITOR all damages and losses sustained together with any expenses incurred by it of any kind on account of such failure. Collateral may be sold by DEPOSITOR at public or private sale provided however that BANK and CUSTODIAN shall have one business day notice of the time and place of the sale and BANK and CUSTODIAN shall have the right to bid at such sale. IX. Termination of Agreement This Agreement, and the terms and conditions hereof shall extend to the entire period during which the BANK shall act as depository for DEPOSITOR. Either BANK or DEPOSITOR shall have the right to terminate this Agreement at any time by advance written notice to the other of its election to do so and this Agreement shall be void from and after the expiration of sixty (60) days after receipt of such notice, provided all provisions of this Agreement have been fulfilled. When the relationship of DEPOSITOR and BANK shall have ceased to exist, and when BANK has properly paid out all deposits to DEPOSITOR, CUSTODIAN shall, upon notification by DEPOSITOR, release all collateral to the BANK. X. Applicable Law; Other Agreements This Agreement is governed by the laws of the State of Texas. All time and demand accounts of DEPOSITOR will be subject to BANK’S account agreement or other applicable deposit account agreement as in effect from time to time. XI. Miscellaneous The headings in this Agreement are for the convenience of reference only and should not be used in interpreting the Agreement. If any provision of this Agreement is found to be illegal or unenforceable under applicable law, that provision shall be deemed reformed so as to be enforceable to the extent permitted by applicable law. Venue for any legal action arising under this Agreement shall be__________________________ THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on either party unless it is in writing and signed by all parties hereto. 88 Item 9. Notices given under this Agreement must be addressed as set forth below the signature of each party and will be effectual upon actual receipt by addressee or upon refusal of delivery during normal business hours of the addressee. XII. Execution under FIRREA The execution of this agreement has been authorized by resolution of the Board of Directors or Loan Committee of the BANK adopted the ________day of _________ _______. BANK: First United Bank and Trust Company Signature: _____________________________________________ Name: ________________________________________________ Title: _________________________________________________ Address for Notice: P.O. Box 130 Durant, OK 74702-0130 DEPOSITOR: _______________________________________ Signature: ____________________________________________ Name: _______________________________________________ Title: ________________________________________________ Address for Notice: ____________________________________ _____________________________________ CUSTODIAN: Bank of Oklahoma Signature: ____________________________________________ Name: _______________________________________________ Title: ________________________________________________ EXHIBIT B 89 Item 9. AUTHORIZED REPRESENTATIVES The following individuals are authorized representatives of the City empowered to direct the Bank and the Custodian for the Bank, in regard to collateral pledges, releases and substitutions in the joint safekeeping account as well as authorized to represent and act for the City in any and all matters including execution of agreements and transfer of funds. At least two signatures are required. DISTRICT REPRESENTATIVE’S SIGNATURE NAME AND TITLE _______________________________________ ______________________________ _______________________________________ ______________________________ _______________________________________ ______________________________ 90 Item 9. Page 1 of 1 AUTHORIZATION AGREEMENT FOR DIRECT DEPOSIT OF PAYROLL Company Name: I hereby authorize hereinafter called COMPANY, to initiate credit entries to my account indicated below at the depository financial institution named below, hereafter called DEPOSITORY, and to credit the same to such account. I acknowledge that the origination of ACH transactions to my account must comply with the provisions of U.S. law. I further authorize COMPANY to initiate debit entries to my account for the sole purpose of correcting any credit entries that were previously initiated in error or for an incorrect amount. Depository/Financial Institution Name Branch City State Zip Select One: Checking Account Savings Account Bank Routing Account Number Number This authorization is to remain in full force and effect until COMPANY has received written notification from me of its termination in such time and in such manner as to afford COMPANY and DEPOSITORY a reasonable opportunity to act on it. Name Date (Please Print) Signature ________________________________________________________ Attach a VOIDED check in the box below to ensure correct entry of bank information. 91 Item 9. 92 Item 9. 93 Item 9. Ex i s t i n g A c c o u n t S t r u c t u r e f o r : Ci t y o f S a n g e r Ci t y o f S a n g e r Po o l e d C a s h • M a i n B i l l i n g A c c o u n t • B a l a n c e R e p o r t i n g - C o r p o r a t e F i r s t • A c c o u n t T r a n s f e r s • S t o p P a y m e n t s • O n l i n e S t a t e m e n t s • A C H O r i g i n a t i o n • A C H B l o c k • C h e c k P o s P a y • R e m o t e D e p o s i t C a p t u r e • 1 . 7 % TR E A S U R Y M A N A G E M E N T S E R V I C E S – A C C O U N T S T R U C T U R E Ci t y o f S a n g e r En t e r p r i s e F u n d D e b t • 1 . 7 % Ci t y o f S a n g e r Em p l o y e e B e n e f i t s • 1 . 7 % Ci t y o f S a n g e r 20 2 1 E n t e r p r i s e F u n d • 1 . 7 % Ci t y o f S a n g e r Uf E q u i p R e p • 1 . 7 % Ci t y o f S a n g e r 4B B o a r d • 1 . 7 % Ci t y o f S a n g e r Gf E q u i p R e p • 1 . 7 % Ci t y o f S a n g e r Se r i e s 2 0 2 3 B C O • 1 . 7 % Ci t y o f S a n g e r Se r i e s 2 0 2 3 T a x a b l e • 1 . 7 % Ci t y o f S a n g e r Se w e r C a p i t a l I m p r o v • 1 . 7 % Ci t y o f S a n g e r Ge n e r a l F u n d D e b t I & S A c c t • 1 . 7 % Ci t y o f S a n g e r Wa t e r C a m p I m p • 1 . 7 % 94 Item 9. Pr o p o s e d A c c o u n t S t r u c t u r e f o r : Ci t y o f S a n g e r Ci t y o f S a n g e r Po o l e d C a s h • M a i n B i l l i n g A c c o u n t • B a l a n c e R e p o r t i n g - C o r p o r a t e F i r s t • A c c o u n t T r a n s f e r s • S t o p P a y m e n t s • O n l i n e S t a t e m e n t s • A C H O r i g i n a t i o n • A C H B l o c k • C h e c k P o s P a y • R e m o t e D e p o s i t C a p t u r e • 3 . 2 5 % TR E A S U R Y M A N A G E M E N T S E R V I C E S – A C C O U N T S T R U C T U R E Ci t y o f S a n g e r En t e r p r i s e F u n d D e b t • 3 . 2 5 % Ci t y o f S a n g e r Em p l o y e e B e n e f i t s • 3 . 2 5 % Ci t y o f S a n g e r 20 2 1 E n t e r p r i s e F u n d • 3 . 2 5 % Ci t y o f S a n g e r Uf E q u i p R e p • 3 . 2 5 % Ci t y o f S a n g e r 4B B o a r d • 3 . 2 5 % Ci t y o f S a n g e r Gf E q u i p R e p • 3 . 2 5 % Ci t y o f S a n g e r Se r i e s 2 0 2 3 B C O • 3 . 2 5 % Ci t y o f S a n g e r Se r i e s 2 0 2 3 T a x a b l e • 3 . 2 5 % Ci t y o f S a n g e r Se w e r C a p i t a l I m p r o v • 3 . 2 5 % Ci t y o f S a n g e r Ge n e r a l F u n d D e b t I & S A c c t • 3 . 2 5 % Ci t y o f S a n g e r Wa t e r C a m p I m p • 3 . 2 5 % Ra t e s a r e a v a r i a b l e r a t e b a s e d o n F F L - 2 % 95 Item 9. 96 Item 9. 97 Item 9. 98 Item 9. 99 Item 9. 100 Item 9. 101 Item 9. 102 Item 9. 103 Item 9. 104 Item 9. 105 Item 9. 106 Item 9. 107 Item 9. 108 Item 9. 109 Item 9. 110 Item 9. 111 Item 9. 112 Item 9. Banking l Mortgage l Insurance l Investments firstunitedbank.com RETURN SERVICE REQUESTED *0005006 S2 FIRST UNITED BANK AND TRUST FIRST UNITED BANK U ONLINE DEMO ACCOUNT PO BOX 1234 SHERMAN TX 75091-1234 TTTDDDAAADTDAFFDTTTDDFADDATTTFAAAAADTADTAAFTTFADTFTADFFDTDTAATDDFDate: JANUARY 2021 PO Box 130 Durant, OK 74702 2522BX.002 6302FUBT: 0005006 DDA750 Page 1 of 3 INDIVIDUAL SUMMARY ANALYSIS XXXXXXXX2297 First United Bank And Trust First United Bank U Online Demo Account Po Box 1234 Sherman TX 75091-1234 OFFICER: Lisa Harris DATE PREPARED 2/01/21 PHONE NO: (580) 924-2211 DAYS IN STATEMENT CYCLE 31 BRANCH: 96 LOCKBOX ACCOUNT ANALYSIS AVERAGE DAILY LEDGER BALANCE .67 LESS AVERAGE DAILY FLOAT .00 AVERAGE DAILY COLLECTED BALANCE .67 LESS REQUIRED RESERVES 10.000% .06 AVERAGE NET COLLECTED BALANCE .61 ------------------------------------------------------------------------------------------------- EARNINGS ON $.61 AT .500000% .00 ------------------------------------------------------------------------------------------------- UNIT ACTIVITY REQUIRED SERVICE ACTIVITY PRICE CHARGE BALANCES ------------------------------------------------------------------------------------------------- Monthly Maintenance Fee 1 10.0000 10.00 23,548.39 BAI File Download Monthly Fee 1 35.0000 35.00 82,419.35 ACH Credits 1 .1500 .15 353.23 ACH Debits 1 .1500 .15 353.23 SFTP Services per Account 1 25.0000 25.00 58,870.97 ------------------------------------------------------------------------------------------------- TOTAL SERVICES AND REQUIRED BALANCES 70.30 165,545.17 ---------------------------------- CURRENT MONTH NET LOSS 70.30- 165,545.16 ---------------------------------- CHARGES WAIVED 70.30- ---------------------------------- THIS ACCOUNT IS LINKED WITH OTHER RELATED ACCOUNTS FOR SERVICE CHARGE CALCULATION. SERVICE CHARGE IF APPLICABLE WILL BE CHARGED TO PRIMARY ACCOUNT NUMBER XXXXXXXX2297 113 Item 9. 2522BX.002 6302FUBT: 0005006 DDA750 Page 2 of 3 Banking l Mortgage l Insurance l Investments firstunitedbank.com PO Box 130 Durant, OK 74702 INDIVIDUAL SUMMARY ANALYSIS XXXXXXXX6126 First United Bank And Trust TM Demo Account 1 1400 W Main St Durant OK 74701-4906 OFFICER: William Fahrendorf DATE PREPARED 2/01/21 PHONE NO: (580) 924-2112 DAYS IN STATEMENT CYCLE 31 BRANCH: 1 ACCOUNT ANALYSIS AVERAGE DAILY LEDGER BALANCE 54.22- LESS AVERAGE DAILY FLOAT .00 AVERAGE DAILY COLLECTED BALANCE 54.22- LESS REQUIRED RESERVES 10.000% .00 AVERAGE NET COLLECTED BALANCE 54.22- ------------------------------------------------------------------------------------------------- NEGATIVE BALANCE SERVICE CHARGE ON $54.22- 5.750000% .26 ------------------------------------------------------------------------------------------------- UNIT ACTIVITY REQUIRED SERVICE ACTIVITY PRICE CHARGE BALANCES ------------------------------------------------------------------------------------------------- Monthly Maintenance Fee 1 10.0000 10.00 23,548.39 Charge Back Fee 1 2.5000 2.50 5,887.10 ACH Credits 1 .1500 .15 353.23 ACH Debits 4 .1500 .60 1,412.90 Phone/In-Person Transfer 1 .0000 .00 ------------------------------------------------------------------------------------------------- TOTAL SERVICES AND REQUIRED BALANCES 13.25 31,201.62 ---------------------------------- CURRENT MONTH NET LOSS 13.51- 31,813.87 ---------------------------------- YOUR ACCOUNT WILL BE CHARGED 13.51- ---------------------------------- THIS ACCOUNT IS LINKED WITH OTHER RELATED ACCOUNTS FOR SERVICE CHARGE CALCULATION. SERVICE CHARGE IF APPLICABLE WILL BE CHARGED TO PRIMARY ACCOUNT NUMBER XXXXXXXX2297 114 Item 9. 2523BX.002 6302FUBT: 0005006 DDA750 Page 3 of 3 Banking l Mortgage l Insurance l Investments firstunitedbank.com PO Box 130 Durant, OK 74702 GROUP SUMMARY ANALYSIS XXXXXXXX2297 First United Bank And Trust First United Bank U Online Demo Account Po Box 1234 Sherman TX 75091-1234 OFFICER: Lisa Harris DATE PREPARED 2/01/21 PHONE NO: (580) 924-2211 DAYS IN STATEMENT CYCLE 31 BRANCH: 96 ACCOUNT ANALYSIS AVERAGE DAILY LEDGER BALANCE 53.55- LESS AVERAGE DAILY FLOAT .00 AVERAGE DAILY COLLECTED BALANCE 53.55- LESS REQUIRED RESERVES .06 AVERAGE NET COLLECTED BALANCE 53.61- ------------------------------------------------------------------------------------------------- NEGATIVE BALANCE SERVICE CHARGE ON $53.61- .26 ------------------------------------------------------------------------------------------------- UNIT ACTIVITY REQUIRED SERVICE ACTIVITY PRICE CHARGE BALANCES ------------------------------------------------------------------------------------------------- Monthly Maintenance Fee 2 10.0000 20.00 47,096.77 Charge Back Fee 1 2.5000 2.50 5,887.10 BAI File Download Monthly Fee 1 35.0000 35.00 82,419.35 ACH Credits 2 .1500 .30 706.45 ACH Debits 5 .1500 .75 1,766.13 Phone/In-Person Transfer 1 .0000 .00 SFTP Services per Account 1 25.0000 25.00 58,870.97 ------------------------------------------------------------------------------------------------- TOTAL SERVICES AND REQUIRED BALANCES 83.55 196,746.77 ---------------------------------- CURRENT MONTH NET LOSS 83.81- 197,359.03 ---------------------------------- CHARGES WAIVED 83.81- ---------------------------------- ACCOUNTS INCLUDED: XXXXXXXX2297 XXXXXXXX6126 115 Item 9. 63 0 2 F U B T *0007288 S2 FIRST UNITED BANK AND TRUST FIRST UNITED BANK U ONLINE DEMO ACCOUNT PO BOX 1234 SHERMAN TX 75091-1234 DDDAAFTTDAFTATAFDDFFADDFTDFDTTDDDFTAATADFDAAFFDDDTDATTDTDTADTAFAA -- - - - - 40 8 5 B0 0 X .00 1 00 0 7 2 8 8 www.firstunitedbank.com First United - 99 1400 W. Main Durant, OK 74701 Customer Service (800) 924-4427 Account XXXXXX2297 Page 1 of 3 CHECKING ACCOUNTS United Commercial Account Account Number XXXXXX2297 Number of Enclosures 0 Previous Balance $0.87 Statement Dates 1/01/21 thru 1/31/21 11 Deposits/Credits $0.25 Days in Statement Period 31 8 Checks/Debits $0.40 Average Ledger $0.67 Service Charge $0.00 Average Collected $0.67 Interest Paid $0.00 Current Balance $0.72 Credit Transactions Date Description Amount Transfer from 6126 to 2297 Fun ds Transfer via Online Conf #: 1/06 $0.02 Transfer from 6126 to 2297 Fun ds Transfer via Online Conf #: 1/07 $0.01 Transfer from 6126 to 2297 Fun ds Transfer via Online Conf #: 1/13 $0.02 Transfer from 6126 to 2297 Fun ds Transfer via Online Conf #: 1/14 $0.01 ABC Inc PPD 4.4.5 NU Collect 2 Delta Dent 1/20 $0.11 Transfer from 6126 to 2297 Fun ds Transfer via Online Conf #: 1/20 $0.02 Transfer from 6126 to 2297 Fun ds Transfer via Online Conf #: 1/21 $0.01 Transfer from 6134 to 2297 Co nf #:3365182 1/27 $0.01 Transfer from 6134 to 2297 Co nf #:3365183 1/27 $0.01 Transfer from 6126 to 2297 Fun ds Transfer via Online Conf #: 1/27 $0.02 Transfer from 6126 to 2297 Fun ds Transfer via Online Conf #: 1/28 $0.01 Debit Transactions Date Description Amount Transfer from 2297 to 6126 Fun ds Transfer via Online Conf #: 1/04 $0.01- Transfer from 2297 to 6134 Fun ds Transfer via Online Conf #: 1/04 $0.23- Transfer from 2297 to 6126 Fun ds Transfer via Online Conf #: 1/08 $0.01- 116 Item 9. Page 2 of 3 117 Item 9. 26 F D P 63 0 2 F U B T -- - - - - 40 8 7 B0 0 X .00 1 00 0 7 2 8 8 Account Page XXXXXX2297 3 of 3 Debit Transactions Date Description Amount Transfer from 2297 to 6134 Fun ds Transfer via Online Conf #: 1/14 $0.01- ABC Inc PPD 4.4.5 NU Collect 2 ACH S Rec 1/15 $0.11- Transfer from 2297 to 6126 Fun ds Transfer via Online Conf #: 1/15 $0.01- Transfer from 2297 to 6126 Fun ds Transfer via Online Conf #: 1/22 $0.01- Transfer from 2297 to 6126 Fun ds Transfer via Online Conf #: 1/29 $0.01- Daily Balance Summary Date Balance Date Balance Date Balance 1/01 $0.87 1/13 $0.67 1/22 $0.68 1/04 $0.63 1/14 $0.67 1/27 $0.72 1/06 $0.65 1/15 $0.55 1/28 $0.73 1/07 $0.66 1/20 $0.68 1/29 $0.72 1/08 $0.65 1/21 $0.69 118 Item 9. First United Bank Relationship Team Contact Relationship Manager Greg Hillis, Community Bank President– Sanger 940-302-6042 ghillis@firstunitedbank.com Financial Center Manager Kristen Lawler– Sanger 940-302-6040 klawler@firstunitedbank.com _______________________________________________________________ Treasury Management Officer Jessica Cain, VP Treasury Management Office r – North Texas jcain@firstunitedbank.com 903-813-5812 Treasury Management DFW Sales Manager Joan Calhoun, SVP DFW Treasury Sales Manager – Plano 972-897-2980 Joan.calhoun@firstunitedbank.com Treasury Management Support (Adding users, wire questions, remote deposit assistance, online troubleshooting) treasurymanagment@firstunitedbank.com 580-634-6116 119 Item 9. 120 Item 9. Sincerely, Cash Christian VP Regional Sales Manger 214-970-4274 Cash.Christian@elansales.com Dear, City of Sanger. 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Gain greater spending control, visibility and cost-efficiency over your largest variable expenses, including travel and entertainment • Enhances policy compliance and vendor negotiations • Simplifies transaction monitoring • Integrates with enterprise reporting systems • Simplifies administrative process • Ensures travel policy compliance • Of fers comprehensive travel benefits • Simplifies administrative process • Ensures travel policy compliance • Of fers comprehensive travel benefits Additional card benefits include: • Flexible administrative controls • Transaction management • Advanced reporting • branded cards • Corporate liability & fraud protection • ERP integration • Revenue share f or spend > 1 MM • Travel card insurances ELAN FINANCIAL SERVICES | PROPRIETARY AND CONFIDENTIAL | 2 122 Item 9. Access® Online Powerful expense m anagem ent technology • Access® Online of f ers real-time, secure access to payment data • Customizable platform can be easily configured and quickly deployed • Set up and maintain accounts, manage transactions, integrate data with enterprise sof tware • Advanced reporting includes program/financial/supplier management, tax and compliance, administration and ad-hoc reporting options Spending controls drive efficiencies and compliance • Customizable controls ensure usage is aligned with your policies and objectives • Use def ault controls, or customize by individual account • Manage by merchant category code, single purchase or monthly spending limits, ATM blocking, usage dates Detailed analytics im prove visibility • Easy-to-use, web-enabled payment analytics tool • Automatically reviews all transactions against policy rules and flags suspected issues • Audit functionality improves visibility and mitigates control-related risk Seamless integration with ERP/financial system • Custom file created • Limited data elements • Technical integration support ELAN FINANCIAL SERVICES | PROPRIETARY AND CONFIDENTIAL | 3 123 Item 9. Customer Service Model Dedicated support for a successful launch • W ork with a dedicated implementation manager for custom integrations • Project manager tailors your program to your specific needs • Ensures effective program utilization and increased adoption Best-in-class training resources • Flexible, role-based training for administrators and cardholders • Detailed best practices and day-to-day applications • Options include interactive and written content, recorded classes and live, instructor-led training Ongoing optimization for program effectiveness • W e'll regularly assess your program goals, product enhancements and technology usage • Perform comprehensive analysis to uncover opportunities f or efficiency and savings • Offer ongoing training and account reviews Responsive customer support • 24/7 toll-f ree cardholder service and dedicated support for administrators and IT • Dedicated service team includes Relationship Manager, Account Coordinator, Implementation Manager, Customer Service and Technical Support ELAN FINANCIAL SERVICES | PROPRIETARY AND CONFIDENTIAL | 4 124 Item 9. Thank you Given our industry expertise, technological innovation and market-leading services, w e believe that Elan is best positioned to help you optim ize and service your card program . W e look forward to the opportunity to service your business. Sincerely, Cash Christian VP Regional Sales Manger 214-970-4274 Cash.Christian@elansales.com 5 CAT-17484922 (06/19) ELAN FINANCIAL SERVICES | PROPRIETARY AND CONFIDENTIAL | 125 Item 9. Elan One Card One Card does it all! A single card that combines travel and entertainment (T&E) with purchasing card features. The Elan One Card combines corporate travel and purchasing card programs into a single streamlined payment solution. The One Card integrates transactions with one process, one staff, one card issuer and one invoice. Plus, it provides your organization with access to business travel and procurement benefits that make doing business safer, easier and more rewarding. 14 reasons you should choose the Elan One Card 1. No annual card fees Benefit from no hidden charges and rebate potential for qualifying organizations 2. Liability Waiver Protection program Receive $100,000 protection, per instance, from cardholder misuse 3. Automatic travel accident insurance and emergency travel services Travel with peace of mind with added protections 4. Cost savings Decrease costs associated with processing checks, invoices and purchase orders 5. Flexible authorization system and cardholder spending controls Manage where cards are used and limit company exposure 6. Easy integration with accounting and payment systems Eliminate many manual processes such as data entry and filing 7. Around the world acceptance Pay for goods and services easily 8. Fully automated reporting and complete expense management Access over 60 standard reports or take advantage of ad hoc reporting capabilities – available in multiple extract formats (Excel, HTML, PDF) 9. No cost, web-based card management tools Manage and control cardholder accounts, setup and maintenance activities, limit adjustments, and expense reporting 10. Simplified accounts payable process Monitor supplier spending and negotiate preferred pricing 11. Corporate billing Manage corporate expenses while holding employees accountable for prompt payment 12. Tax and compliance management support Eliminate most issues associated with 1099 reporting 13. Policy adherence and control Fully monitor and control purchasing and travel policy adherence 14. 24-hour customer service Receive assistance whenever needed elanpaymentsolutions.com ©2020 Elan Financial Services®. All trademarks are the property of their respective owners. 07-0103-01 (8/22) CAT-17960332 For More Information For questions about the One Card, please contact your Elan Corporate Payment Systems Relationship Manager or visit elanfinancialservices.com. 126 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081 Approval expires August 31, 2026 Federal Financial Institutions Examination Council Page 1 of 85 Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041 Report at the close of business December 31, 2023 This report is required by law: 12 U.S.C. § 324 (State member banks);This report form is to be filed by banks with domestic offices only and 12 U.S.C. § 1817 (State nonmember banks); 12 U.S.C. § 161 (National total consolidated assets of less than $100 billion, except those banks banks); and 12 U.S.C § 1464 (Savings associations). Unless the that file the FFIEC 051, and those banks that are advanced approaches context indicates otherwise, the term "bank" in this report form institutions for regulatory capital purposes that are required to file refers to both banks and savings associations.the FFIEC 031. NOTE: Each bank’s board of directors and senior management are We, the undersigned directors (trustees), attest to the correctness of responsible for establishing and maintaining an effective system of the Reports of Condition and Income (including the supporting sched- internal control, including controls over the Reports of Condition and ules) for this report date and declare that the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in Income have been examined by us and to the best of our knowledge accordance with federal regulatory authority instructions. The Reports and belief have been prepared in conformance with the instructions of Condition and Income must be signed by the Chief Financial issued by the appropriate Federal regulatory authority and are true Officer (CFO) of the reporting bank (or by the individual performing an and correct. equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations. Director (Trustee) I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance Director (Trustee) with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief.Director (Trustee) Signature of Chief Financial Officer (or Equivalent) Date of Signature Submission of Reports Each bank must file its Reports of Condition and Income (Call Report)To fulfill the signature and attestation requirement for the Reports data by either:of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer generated (a)Using computer software to prepare its Call Report and then version of this page) to the hard-copy record of the data file submitted submitting the report data directly to the FFIEC’s Central Data to the CDR that your bank must place in its files. Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or The appearance of your bank’s hard-copy record of the submitted (b)Completing its Call Report in paper form and arranging with a data file need not match exactly the appearance of the FFIEC’s software vendor or another party to convert the data into the elec-sample report forms, but should show at least the caption of each tronic format that can be processed by the CDR. The software Call Report item and the reported amount. vendor or other party then must electronically submit the bank’s data file to the CDR. Legal Title of Bank (RSSD 9017) For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov.City (RSSD 9130) FDIC Certificate Number 0 4 2 3 9 State Abbrev. (RSSD 9200)ZIP Code (RSSD 9220) Legal Entity Identifier (LEI) (Report only if your institution already has an LEI.) (RCON 9224) (20231231) (RCON 9999) First United Bank And Trust Company Durant OK 74701 (RSSD 9050) The estimated average burden associated with this information collection is 54.60 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429. Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 127 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 FFIEC 041 Page 2 of 85 Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only Table of Contents Report of Income Schedule RC-L—Derivatives and Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowances Schedule RC-N—Past Due and Nonaccrual Loans, Schedule RC-O—Other Data for Deposit Schedule RI-C—Disaggregated Data on the Allowance for Schedule RC-P—1–4 Family Residential Mortgage Banking Activities (to be completed Schedule RC-Q—Assets and Liabilities Measured at Fair Value on a Recurring Basis (to be Report of Condition Schedule RC-R—Regulatory Capital: Part I. Regulatory Capital Components Schedule RC-A—Cash and Balances Due from Depository Institutions Schedule RC-S—Servicing, Securitization, Schedule RC-C—Loans and Lease Financing Schedule RC-T—Fiduciary and Related Receivables: Part II. Loans to Small Businesses and Optional Narrative Statement Concerning Schedule RC-D—Trading Assets and Liabilities the Amounts Reported in the Consolidated Reports For information or assistance, national banks, state nonmember banks, and savings associations should contact the FDIC’s Data Collection and Analysis Section, 550 17th Street, NW, Washington, DC 20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern Time. State member banks should contact their Federal Reserve District Bank. Signature Page...........................................................................1 Schedule RC-E—Deposit Liabilities..........................RC-17, 18, 19 Contact Information...............................................................3, 4 Schedule RC-F—Other Assets.............................................RC-20 Schedule RC-G—Other Liabilities........................................RC-20 Schedule RI—Income Statement....................................RI-1, 2, 3, 4 Schedule RC-K—Quarterly Averages.............................RC-21, 22 Schedule RI-A—Changes in Bank Equity Capital.........................RI-5 Off-Balance Sheet Items................................RC-23, 24, 25, 26 Schedule RC-M—Memoranda.................................RC-27, 28, 29 for Credit Losses: Part I. Charge-offs and Recoveries on Loans and Leases..........................................................................RI-6, 7 Leases, and Other Assets.........................RC-30, 31, 32, 33, 34 Part II. Changes in Allowances for Credit Losses....................RI-8 Insurance Assessments......................RC-35, 36, 37, 38, 39, 40 Loan and Lease Losses (to be completed only by selected banks): Part I. Disaggregated Data on the Allowance for Loan and Lease Losses....................................................................RI-9 Part II. Disaggregated Data on the Allowances for only by selected banks)...................................................RC-41 Credit Losses........................................................................RI-10 Schedule RI-E—Explanations..............................................RI-11, 12 completed only by selected banks).....................RC-42, 43, 44 Schedule RC—Balance Sheet.................................................RC-1, 2 and Ratios......................................................RC-45, 46, 47, 48 Part II. Risk-Weighted Assets...........................................RC-49 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61 (to be completed only by selected banks)........................RC-3 Schedule RC-B—Securities.........................................RC-3, 4, 5, 6, 7 and Asset Sale Activities............................................RC-62, 63 Services.........................................................RC-64, 65, 66, 67 Part I. Loans and Leases.............................RC-8, 9, 10, 11, 12, 13 Schedule RC-V—Variable Interest Entities..........................RC-68 Small Farms...............................................................RC-14, 15 (to be completed only by selected banks)..........................RC-16 of Condition and Income.................................................RC-69 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 128 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 FFIEC 041 Page 3 of 85 Contact Information for the Reports of Condition and Income To facilitate communication between the Agencies and the bank concerning the Reports of Condition and Income, please provide contact information for (1) the Chief Financial Officer (or equivalent) of the bank signing the reports for this quarter, and (2) the person at the bank —other than the Chief Financial Officer (or equivalent)— to whom questions about the reports should be directed. If the Chief Financial Officer (or equivalent) is the primary contact for questions about the reports, please provide contact information for another person at the bank who will serve as a secondary contact for communications between the Agencies and the bank concerning the Reports of Condition and Income. Enter “none” for the contact’s e-mail address or fax number if not available. Contact information for the Reports of Condition and Income is for the confidential use of the Agencies and will not be released to the public. Chief Financial Officer (or Equivalent) Signing the Reports Other Person to Whom Questions about the Reports Should be Directed Name (TEXT C490)Name (TEXT C495) Title (TEXT C491)Title (TEXT C496) E-mail Address (TEXT C492)E-mail Address (TEXT 4086) Telephone: Area code/phone number/extension (TEXT C493)Telephone: Area code/phone number/extension (TEXT 8902) FAX: Area code/phone number (TEXT C494)FAX: Area code/phone number (TEXT 9116) Chief Executive Officer Contact Information Chief Executive Officer Name (TEXT FT42)Telephone: Area code/phone number/extension (TEXT FT43) E-mail Address (TEXT FT44)Fax: Area code/phone number (TEXT FT45) Emergency Contact Information This information is being requested so the Agencies can distribute critical, time sensitive information to emergency contacts at banks. Please provide primary contact information for a senior official of the bank who has decision-making authority. Also provide information for a secondary contact if available. Enter “none” for the contact’s e-mail address or fax number if not available. Emergency contact information is for the confidential use of the Agencies and will not be released to the public. Primary Contact Secondary Contact Name (TEXT C366)Name (TEXT C371) Title (TEXT C367)Title (TEXT C372) E-mail Address (TEXT C368)E-mail Address (TEXT C373) Telephone: Area code/phone number/extension (TEXT C369)Telephone: Area code/phone number/extension (TEXT C374) FAX: Area code/phone number (TEXT C370)FAX: Area code/phone number (TEXT C375) George Clark Li Shen Executive Vice President & CFO Senior Vice President/Bank Controller george@firstunitedbank.com lshen@firstunitedbank.com (580) 634-6479 (972) 202-7478 (580) 924-2430 (580) 924-2430 This information is being requested so the Agencies can distribute notifications about policy initiatives, deposit insurance assessments, and other matters directly to the Chief Executive Officers of reporting institutions. Notifications about other matters may include emergency notifications that may or may not also be sent to the institution’s emergency contacts listed below. Please provide contact information for the Chief Executive Officer of the reporting institution. Enter “none” for the Chief Executive Officer’s e-mail address or fax number if not available. Chief Executive Officer contact information is for the confidential use of the Agencies and will not be released to the public. Greg Massey (580) 634-6305 gmassey@firstunitedbank.com (580) 924-2430 Greg Massey William Fahrendorf CEO CAO gmassey@firstunitedbank.com williamf@firstunitedbank.com (580) 634-6305 (580) 634-6358 (580) 924-2430 (580) 924-2430 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 129 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 FFIEC 041 Page 4 of 85 USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact Information This information is being requested to identify points-of-contact who are in charge of your bank’s USA PATRIOT Act Section 314(a) information requests. Bank personnel listed could be contacted by law enforcement officers or the Financial Crimes Enforcement Network (FinCEN) for additional information related to specific Section 314(a) search requests or other anti-terrorist financing and anti-money laundering matters. Communications sent by FinCEN to the bank for purposes other than Section 314(a) notifications will state the intended purpose and should be directed to the appropriate bank personnel for review. Any disclosure of customer records to law enforcement officers or FinCEN must be done in compliance with applicable law, including the Right to Financial Privacy Act (12 U.S.C. 3401 et seq.). Please provide information for a primary and secondary contact. Information for a third and fourth contact may be provided at the bank’s option. Enter “none” for the contact’s e-mail address if not available. This contact information is for the confidential use of the Agencies, FinCEN, and law enforcement officers and will not be released to the public. Primary Contact Secondary Contact Name (TEXT C437)Name (TEXT C442) Title (TEXT C438)Title (TEXT C443) E-mail Address (TEXT C439)E-mail Address (TEXT C444) Telephone: Area code/phone number/extension (TEXT C440)Telephone: Area code/phone number/extension (TEXT C445) Third Contact Fourth Contact Name (TEXT C870)Name (TEXT C875) Title (TEXT C871)Title (TEXT C876) E-mail Address (TEXT C872)E-mail Address (TEXT C877) Telephone: Area code/phone number/extension (TEXT C873)Telephone: Area code/phone number/extension (TEXT C878) David Hernandez Yashika Hill BSA Officer BSA Operations Manager davidh@firstunitedbank.com Yashika.Hill@firstunitedbank.com (903) 813-5917 (469) 606-6271 Amber Bartley Robyn Redden BSA Quality Control Manager Senior BSA Analyst Amber.Bartley@firstunitedbank.com rredden@firstunitedbank.com (903) 813-3649 (469) 606-6272 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 130 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Consolidated Report of Income For the period January 1, 2023 — December 31, 2023 Schedule RI—Income Statement Dollar Amounts in Thousands 1.Interest income: a. Interest and fee income on loans: (1) Loans secured by real estate: 1.a.1.a. 1.a.1.b. 1.a.2. (3) Loans to individuals for household, family, and other personal expenditures: 1.a.3.a. (b) Other (includes revolving credit plans other than credit cards, 1.a.3.b. 1.a.5. 1.a.6. 1.b. 1.c. d. Interest and dividend income on securities: (1) U.S. Treasury securities and U.S. Government agency obligations (excluding 1.d.1. 1.d.2. (3) All other securities (includes securities issued by states and political subdivisions in the 1.d.3. 1.f. 1.g. 1.h. 2.Interest expense: a. Interest on deposits: (1) Transaction accounts (interest-bearing demand deposits, NOW accounts, ATS accounts, 2.a.1. (2) Nontransaction accounts: 2.a.2.a. 2.a.2.b. 2.a.2.c. 2.b. 2.c. 2.d. 2.e. 3.3. 4.4. 1 Includes interest and fee income on "Loans to depository institutions and acceptances of other banks," "Loans to finance agricultural production and other loans to farmers," "Obligations (other than securities and leases) of states and political subdivisions in the U.S.," and "Loans to nondepository financial institutions and other loans." 2 Includes interest income on time certificates of deposit not held for trading. 3 Institutions that have adopted ASU 2016-13 should report in item 4 the provisions for credit losses on all financial assets and off-balance-sheet credit exposures that fall within the scope of the standard. FFIEC 041 Page 5 of 85 RI-1 RIAD Amount (a) Loans secured by 1-4 family residential properties............................................................................................4435 231,876 (b) All other loans secured by real estate................................................................................................................4436 392,812 (2) Commercial and industrial loans..............................................................................................................................4012 65,244 (a) Credit cards.........................................................................................................................................................B485 0 automobile loans, and other consumer loans)...................................................................................................B486 14,918 (4) Not applicable (5) All other loans (1).....................................................................................................................................................4058 7,073 (6) Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(5))....................................................4010 711,923 b. Income from lease financing receivables.......................................................................................................................4065 219 c. Interest income on balances due from depository institutions (2)................................................................................4115 6,003 mortgage-backed securities)....................................................................................................................................B488 5,910 (2) Mortgage-backed securities.....................................................................................................................................B489 23,023 U.S.)..........................................................................................................................................................................4060 27,491 e. Not applicable f. Interest income on federal funds sold and securities purchased under agreements to resell......................................4020 28,739 g. Other interest income....................................................................................................................................................4518 7,040 h. Total interest income (sum of items 1.a.(6) through 1.g)...............................................................................................4107 810,348 and telephone and preauthorized transfer accounts).............................................................................................4508 93,586 (a) Savings deposits (includes MMDAs)....................................................................................................................0093 109,031 (b) Time deposits of $250,000 or less.......................................................................................................................HK03 47,729 (c) Time deposits of more than $250,000.................................................................................................................HK04 26,673 b. Expense of federal funds purchased and securities sold under agreements to repurchase..........................................4180 1,222 c. Interest on trading liabilities and other borrowed money.............................................................................................4185 72,007 d. Interest on subordinated notes and debentures...........................................................................................................4200 260 e. Total interest expense (sum of items 2.a through 2.d)..................................................................................................4073 350,508 Net interest income (item 1.h minus 2.e).....................................................................................4074 459,840 Provision for loan and lease losses (3)..........................................................................................JJ33 24,860 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 131 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RI—Continued Dollar Amounts in Thousands 5.Noninterest income: 5.a. 5.b. 5.c. 5.d.1. 5.d.2. 5.d.3. 5.d.4. 5.d.5. 5.e. 5.f. 5.g. h. Not applicable 5.i. 5.j. 5.k. 5.l. 5.m. 6.6.a. 6.b. 7.Noninterest expense: 7.a. b. Expenses of premises and fixed assets (net of rental income) 7.b. 7.c.1. 7.c.2. 7.d. 7.e. 8.a.Income (loss) before change in net unrealized holding gains (losses) on equity securities not held for trading, applicable income taxes, and discontinued 8.a. b. 8.b. c.Income (loss) before applicable income taxes and discontinued 8.c. 9.9. 10. 11. 12. Net income (loss) attributable to bank and noncontrolling (minority) 12. 13. LESS: Net income (loss) attributable to noncontrolling (minority) interests (if net income, report as a positive value; if net loss, report as a 13. 14. *Describe on Schedule RI-E - Explanations 1 For banks required to complete Schedule RC-T, items 14 through 22, income from fiduciary activities reported in Schedule RI, item 5.a, must equal the amount reported in Schedule RC-T, item 22. 2 Exclude net gains (losses) on sales of trading assets and held-to-maturity and available-for-sale debt securities. 3 Item 8.b is to be completed by all institutions. See the instructions for this item and the Glossary entry for "Securities Activities" for further detail on accounting for investments in equity securities. FFIEC 041 Page 6 of 85 RI-2 Year-to-date RIAD Amount a. Income from fiduciary activities (1)..............................................................................................................................4070 385 b. Service charges on deposit accounts............................................................................................................................4080 18,905 c. Trading revenue.............................................................................................................................................................A220 0 d. Income from securities-related and insurance activities: (1) Fees and commissions from securities brokerage...................................................................................................C886 554 (2) Investment banking, advisory, and underwriting fees and commissions................................................................C888 477 (3) Fees and commissions from annuity sales...............................................................................................................C887 278 (4) Underwriting income from insurance and reinsurance activities............................................................................C386 0 (5) Income from other insurance activities...................................................................................................................C387 12,390 e. Venture capital revenue...............................................................................................................................................B491 0 f. Net servicing fees..........................................................................................................................................................B492 32,363 g. Net securitization income............................................................................................................................................B493 0 i. Net gains (losses) on sales of loans and leases.............................................................................................................5416 20,871 j. Net gains (losses) on sales of other real estate owned.................................................................................................5415 (29) k. Net gains (losses) on sales of other assets (2)..............................................................................................................B496 667 l. Other noninterest income*...........................................................................................................................................B497 31,690 m. Total noninterest income (sum of items 5.a through 5.l)........................................................4079 118,551 a. Realized gains (losses) on held-to-maturity securities.............................................................3521 0 b. Realized gains (losses) on available-for-sale debt securities....................................................3196 (3,890) a. Salaries and employee benefits....................................................................................................................................4135 253,607 (excluding salaries and employee benefits and mortgage interest)..............................................................................4217 54,696 c. (1) Goodwill impairment losses.....................................................................................................................................C216 0 (2) Amortization expense and impairment losses for other intangible assets..............................................................C232 11,355 d. Other noninterest expense*.........................................................................................................................................4092 140,469 e. Total noninterest expense (sum of items 7.a through 7.d)......................................................4093 460,127 operations (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e)............................................HT69 89,514 Change in net unrealized holding gains (losses) on equity securities not held for trading (3).............................................................................................................HT70 156 operations (sum of items 8.a and 8.b)......................................................................................4301 89,670 Applicable income taxes (on item 8.c).........................................................................................4302 9,508 10. Income (loss) before discontinued operations (item 8.c minus item 9)......................................4300 80,162 11. Discontinued operations, net of applicable income taxes*.........................................................FT28 0 interests (sum of items 10 and 11)..............................................................................................G104 80,162 negative value)............................................................................................................................G103 0 14. Net income (loss) attributable to bank (item 12 minus item 13).................................................4340 80,162 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 132 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RI—Continued Memoranda Dollar Amounts in Thousands 1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after M.1. Memorandum item 2 is to be completed by banks with $1 billion or more in total assets.¹ 2. Income from the sale and servicing of mutual funds and annuities (included in Schedule RI, M.2. 3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (included M.3. 4. Income on tax-exempt securities issued by states and political subdivisions in the U.S. M.4. 5. Number of full-time equivalent employees at end of current period (round to the nearest whole M.5. Memorandum item 6 is to be completed by:¹ • banks with $300 million or more in total assets, and • banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans. 6. Interest and fee income on loans to finance agricultural production and other loans to farmers M.6. 7. If the reporting institution has applied push down accounting this calendar year, M.7. 8. Not applicable Memorandum items 9.a and 9.b are to be completed by banks with $10 billion or more in total assets.¹ 9. Net gains (losses) recognized in earnings on credit derivatives that economically hedge credit exposures held outside the trading account: M.9.a. M.9.b. Memorandum item 10 is to be completed by banks with $300 million or more in total assets.¹ M.10. 11. Does the reporting bank have a Subchapter S election in effect for federal income tax purposes M.11. 12. Not applicable 1 The asset-size tests and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2022, Report of Condition. 2 Report the date in YYYYMMDD format. For example, a bank acquired on March 1, 2023, would report 20230301. FFIEC 041 Page 7 of 85 RI-3 Year-to-date RIAD Amount RIAD Amount August 7, 1986, that is not deductible for federal income tax purposes............................................................................4513 2,281 item 8)................................................................................................................................................................................8431 1,310 in Schedule RI, items 1.a and 1.b).......................................................................................................................................4313 2,938 (included in Schedule RI, item 1.d.(3))................................................................................................................................4507 11,650 Number number)..............................................................................................................................................................................4150 1,945 RIAD Amount (included in Schedule RI, item 1.a.(5))................................................................................................................................4024 4,347 RIAD Date report the date of the institution's acquisition (see instructions) (2).................................................................................9106 00000000 a. Net gains (losses) on credit derivatives held for trading.................................................................................................C889 0 b. Net gains (losses) on credit derivatives held for purposes other than trading...............................................................C890 0 10. Credit losses on derivatives (see instructions).................................................................................................................A251 0 RIAD YES / NO for the current tax year?...................................................................................................................................................A530 NO Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 133 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RI—Continued Memoranda—Continued Dollar Amounts in Thousands Memorandum item 13 is to be completed by banks that have elected to account for assets and liabilities under a fair value option. 13. Net gains (losses) recognized in earnings on assets and liabilities that are reported at fair value under a fair value option: M.13.a. (1) Estimated net gains (losses) on loans attributable to changes in instrument-specific M.13.a1. M.13.b. (1) Estimated net gains (losses) on liabilities attributable to changes in instrument- M.13.b1. 14. Other-than-temporary impairment losses on held-to-maturity and available-for-sale debt securities M.14. Memorandum item 15 is to be completed by institutions with $1 billion or more in total assets² that answered “Yes” to Schedule RC-E, Memorandum item 5. 15. Components of service charges on deposit accounts (sum of Memorandum items 15.a through 15.d must equal Schedule RI, item 5.b): a. Consumer overdraft-related service charges levied on those transaction account and nontransaction savings account deposit products intended primarily for M.15.a. b. Consumer account periodic maintenance charges levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals M.15.b. c. Consumer customer automated teller machine (ATM) fees levied on those transaction account and nontransaction savings account deposit products intended primarily for M.15.c. M.15.d. 1 Memorandum item 14 is to be completed only by institutions that have not adopted ASU 2016-13. 2 The $1 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. FFIEC 041 Page 8 of 85 RI-4 Year-to-date RIAD Amount a. Net gains (losses) on assets...........................................................................................................................................F551 4,107 credit risk.................................................................................................................................................................F552 0 b. Net gains (losses) on liabilities......................................................................................................................................F553 0 specific credit risk.....................................................................................................................................................F554 0 recognized in earnings (included in Schedule RI, items 6.a and 6.b) (1)...........................................................................J321 NR individuals for personal, household, or family use.........................................................................................................H032 12,071 for personal, household, or family use...........................................................................................................................H033 3,601 individuals for personal, household, or family use.........................................................................................................H034 280 d. All other service charges on deposit accounts..............................................................................................................H035 2,953 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 134 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RI-A—Changes in Bank Equity Capital Dollar Amounts in Thousands 1. Total bank equity capital most recently reported for the December 31, 2022, Reports of Condition 1. 2. Cumulative effect of changes in accounting principles and corrections of material 2. 3. 4. 5. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury 5. 6. 7. 8. 9. 10. 11. Other transactions with stockholders (including a parent holding company)* 11. 12. Total bank equity capital end of current period (sum of items 3 through 11) (must equal 12. *Describe on Schedule RI-E —Explanations. 1 Includes, but is not limited to, changes in net unrealized holding gains (losses) on available-for-sale debt securities, changes in accumulated net gains (losses) on cash flow hedges, and pension and other postretirement plan-related changes other than net periodic benefit cost. FFIEC 041 Page 9 of 85 RI-5 RIAD Amount and Income (i.e., after adjustments from amended Reports of Income)........................................................................3217 1,314,219 accounting errors*...........................................................................................................................................................B507 (63) 3. Balance end of previous calendar year as restated (sum of items 1 and 2)....................................................................B508 1,314,156 4. Net income (loss) attributable to bank (must equal Schedule RI, item 14).....................................................................4340 80,162 stock transactions)...........................................................................................................................................................B509 0 6. Treasury stock transactions, net......................................................................................................................................B510 0 7. Changes incident to business combinations, net.............................................................................................................4356 0 8. LESS: Cash dividends declared on preferred stock...........................................................................................................4470 0 9. LESS: Cash dividends declared on common stock............................................................................................................4460 47,500 10. Other comprehensive income (1).....................................................................................................................................B511 1,143 (not included in items 5, 6, 8, or 9 above)........................................................................................................................4415 1,000 Schedule RC, item 27.a)....................................................................................................................................................3210 1,348,961 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 135 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowances for Credit Losses Part I. Charge-offs and Recoveries on Loans and Leases Part I includes charge-offs and recoveries through the allocated transfer risk reserve. Dollar Amounts in Thousands 1. Loans secured by real estate: a. Construction, land development, and other land loans: 1.a.1. (2) Other construction loans and all land development 1.a.2. 1.b. c. Secured by 1-4 family residential properties: (1) Revolving, open-end loans secured by 1-4 family residential 1.c.1. (2) Closed-end loans secured by 1-4 family residential properties: 1.c.2.a. 1.c.2.b. 1.d. e. Secured by nonfarm nonresidential properties: 1.e.1. 1.e.2. 2. and 3. Not applicable 4. 5. Loans to individuals for household, family, and other personal expenditures: 5.a. 5.b. c. Other (includes revolving credit plans other than credit cards 5.c. 6. Not applicable 7. 8. 9. 1 Include write-downs arising from transfers of loans to a held-for-sale account. 2 Includes charge-offs and recoveries on"Loans to depository institutions and acceptances of other banks," "Loans to finance agricultural production and other loans to farmers," "Obligations (other than securities and leases) of states and political subdivisions in the U.S.," and "Loans to non-depository financial institutions and other loans." FFIEC 041 Page 10 of 85 RI-6 (Column A)(Column B) Charge-offs¹Recoveries Calendar year-to-date RIAD Amount RIAD Amount (1) 1-4 family residential construction loans.............................................................................C891 0 C892 3 and other land loans............................................................................................................C893 23 C894 284 b. Secured by farmland..................................................................................................................3584 47 3585 0 properties and extended under lines of credit....................................................................5411 40 5412 34 (a) Secured by first liens.......................................................................................................C234 47 C217 136 (b) Secured by junior liens...................................................................................................C235 42 C218 5 d. Secured by multifamily (5 or more) residential properties........................................................3588 0 3589 7 (1) Loans secured by owner-occupied nonfarm nonresidential properties...............................C895 74 C896 1 (2) Loans secured by other nonfarm nonresidential properties................................................C897 56 C898 291 4. Commercial and industrial loans...................................................................................................4638 3,591 4608 939 a. Credit cards................................................................................................................................B514 0 B515 0 b. Automobile loans.......................................................................................................................K129 633 K133 285 and other consumer loans).......................................................................................................K205 1,258 K206 323 7. All other loans (2)..........................................................................................................................4644 334 4628 573 8. Lease financing receivables...........................................................................................................4266 0 4267 0 9. Total (sum of items 1 through 8)...................................................................................................4635 6,145 4605 2,881 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 136 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RI-B—Continued Memoranda Dollar Amounts in Thousands 1. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in M.1. 2. Memorandum items 2.a through 2.d are to be completed by banks with $300 million or more in total assets:² a. Loans secured by real estate to non-U.S. addressees (domicile) M.2.a. b. Not applicable c. Commercial and industrial loans to non-U.S. addressees (domicile) M.2.c. d. Leases to individuals for household, family, and other personal M.2.d. Memorandum item 3 is to be completed by:² • banks with $300 million or more in total assets, and • banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans. 3. Loans to finance agricultural production and other loans to farmers M.3. Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. 4. Uncollectible retail credit card fees and finance charges reversed against income M.4. 1 Include write-downs arising from transfers of loans to a held-for-sale account. 2 The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2022, Report of Condition. 3 Institutions that have adopted ASU 2016-13 should report in Memorandum item 4 uncollectible retail credit card fees and finance charges reversed against income (i.e., not included in charge-offs against the allowance for credit losses on loans and leases). FFIEC 041 Page 11 of 85 RI-7 (Column A)(Column B) Charge-offs¹Recoveries Calendar year-to-date RIAD Amount RIAD Amount Schedule RI-B, Part I, items 4 and 7, above....................................................................................5409 0 5410 0 (included in Schedule RI-B, Part I, item 1, above).......................................................................4652 0 4662 0 (included in Schedule RI-B, Part I, item 4, above).......................................................................4646 0 4618 0 expenditures (included in Schedule RI-B, Part I, item 8, above).................................................F185 0 F187 0 (included in Schedule RI-B, Part I, item 7, above)..........................................................................4655 334 4665 573 Calendar Year-to-date RIAD Amount (i.e., not included in charge-offs against the allowance for loan and lease losses) (3).......................................................C388 NR Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 137 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RI-B—Continued Part II. Changes in Allowances for Credit Losses¹ Dollar Amounts in Thousands 1. Balance most recently reported for the December 31, 2022, Reports 1. 2. 3. LESS: Charge-offs (column A must equal Part I, item 9, column A, 3. 4. 5. 6. 7. Balance end of current period (sum of items 1, 2, 5, and 6, less 7. *Describe on Schedule RI-E - Explanations. 1 Institutions that have not yet adopted ASU 2016-13 should report changes in the allowance for loan and lease losses in column A. 2 Columns B and C are to be completed only by institutions that have adopted ASU 2016-13. 3 Institutions that have not yet adopted ASU 2016-13 should report write-downs arising from transfers of loans to a held-for-sale account in item 4, column A. 4 Institutions that have not yet adopted ASU 2016-13 should report the provision for loan and lease losses in item 5, column A, and the amount reported must equal Schedule RI, item 4. 5 For institutions that have adopted ASU 2016-13, the sum of item 5, columns A through C, plus Schedule RI-B, Part II, Memorandum items 5 and 7, below, must equal Schedule RI, item 4. Memoranda Dollar Amounts in Thousands M.1. Memorandum items 2 and 3 are to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date, or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. M.2. 3. Amount of allowance for loan and lease losses attributable to retail credit card fees and finance M.3. 4. Amount of allowance for post-acquisition credit losses on purchased credit-impaired loans accounted for in accordance with FASB ASC 310-30 (former AICPA Statement of Position 03-3) M.4. M.5. M.6. M.7. allowance for credit losses on loans and leases held for investment (included in item 7, column A, M.8. 1 Institutions that have adopted ASU 2016-13 should report in Memorandum item 3 the amount of allowance for credit losses on loans and leases attributable to retail credit fees and finance charges. 2 Memorandum item 4 is to be completed only by institutions that have not yet adopted ASU 2016-13. 3 Memorandum items 5, 6, 7, and 8 are to be completed only by institutions that have adopted ASU 2016-13. FFIEC 041 Page 12 of 85 RI-8 (Column A) (Column B)(Column C) Loans and Leases Held-to-Maturity Available-for-Sale Held for Investment Debt Securities²Debt Securities² RIAD Amount RIAD Amount RIAD Amount of Condition and Income (i.e., after adjustments from amended Reports of Income)....................................................................................B522 112,551 JH88 0 JH94 0 2. Recoveries (column A must equal Part I, item 9, column B, above)..........4605 2,881 JH89 0 JH95 0 above less Schedule RI-B, Part II, item 4, column A).................................C079 6,145 JH92 0 JH98 0 4. LESS: Write-downs arising from transfers of financial assets (3)..............5523 0 JJ00 0 JJ01 0 5. Provisions for credit losses (4,5)...............................................................4230 24,860 JH90 0 JH96 0 6. Adjustments* (see instructions for this schedule)....................................C233 80 JH91 0 JH97 0 items 3 and 4) (column A must equal Schedule RC, item 4.c)...................3123 134,227 JH93 0 JH99 0 RIAD Amount 1. Allocated transfer risk reserve included in Schedule RI-B, Part II, item 7, column A, above..............................................C435 0 2. Separate valuation allowance for uncollectible retail credit card fees and finance charges..............................................C389 NR charges (1)..........................................................................................................................................................................C390 NR (included in Schedule RI-B, Part II, item 7, column A, above) (2).......................................................................................C781 NR 5. Provisions for credit losses on other financial assets measured at amortized cost (not included in item 5, above) (3)...............................................................................................................................................................JJ02 0 6. Allowance for credit losses on other financial assets measured at amortized cost (not included in RCON item 7, above) (3)...............................................................................................................................................................JJ03 0 RIAD 7. Provisions for credit losses on off-balance-sheet credit exposures (3)..............................................................................MG93 0 8. Estimated amount of expected recoveries of amounts previously written off included within the "Balance end of current period," above) (3).......................................................................................................................MG94 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 138 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RI-C—Disaggregated Data on the Allowance for Loan and Lease Losses Part I. Disaggregated Data on the Allowance for Loan and Lease Losses¹ Schedule RI-C, Part I, is to be completed by institutions with $1 billion or more in total assets.² Dollar Amounts in Thousands 1. Real estate loans: 1.a. b. Commercial real 1.b. c. Residential real 1.c. 2. 3. 4. 5. 6. Total (for each column 6. 1 Only institutions that have not yet adopted ASU 2016-13 are to complete Schedule RI-C, Part I. 2 The $1 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. 3 Include all loans and leases not reported as real estate loans, credit cards, or other consumer loans in items 1, 3, or 4 of Schedule RI-C. 4 The sum of item 6, columns B, D, and F, must equal Schedule RC, item 4.c. Item 6, column E, must equal Schedule RC-C, Part I, Memorandum item 7.b. Item 6, column F, must equal Schedule RI-B, Part II, Memorandum item 4. FFIEC 041 Page 13 of 85 RI-9 (Column A)(Column B)(Column C)(Column D)(Column E)(Column F) Recorded Investment: Individually Evaluated for Impairment and Determined to be Impaired (ASC 310-10-35) Allowance Balance: Individually Evaluated for Impairment and Determined to be Impaired (ASC 310-10-35) Recorded Investment: Collectively Evaluated for Impairment (ASC 450-20) Allowance Balance: Collectively Evaluated for Impairment (ASC 450-20) Recorded Investment: Purchased Credit- Impaired Loans (ASC 310-30) Allowance Balance: Purchased Credit- Impaired Loans (ASC 310-30) RCON Amount RCON Amount RCON Amount RCON Amount RCON Amount RCON Amount a. Construction loans..............................................................M708 NR M709 NR M710 NR M711 NR M712 NR M713 NR estate loans........................................................................M714 NR M715 NR M716 NR M717 NR M719 NR M720 NR estate loans........................................................................M721 NR M722 NR M723 NR M724 NR M725 NR M726 NR 2. Commercial loans (3).............................................................M727 NR M728 NR M729 NR M730 NR M731 NR M732 NR 3. Credit cards............................................................................M733 NR M734 NR M735 NR M736 NR M737 NR M738 NR 4. Other consumer loans...........................................................M739 NR M740 NR M741 NR M742 NR M743 NR M744 NR 5. Unallocated, if any.................................................................M745 NR sum of 1.a through 5) (4).......................................................M746 NR M747 NR M748 NR M749 NR M750 NR M751 NR Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 139 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RI-C—Continued Part II. Disaggregated Data on the Allowances for Credit Losses¹ Schedule RI-C, Part II, is to be completed by institutions with $1 billion or more in total assets.² Dollar Amounts in Thousands Loans and Leases Held for Investment: 1.a. 1.b. 1.c. 2. 3. 4. 5. 6. Dollar Amounts in Thousands Held-to-Maturity Securities: 7. 8. 9. 10. 11. 1 Only institutions that have adopted ASU 2016-13 are to complete Schedule RI-C, Part II. 2 The $1 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. 3 Include all loans and leases not reported as real estate loans, credit cards, or other consumer loans in items 1, 3, or 4 of Schedule RI-C, Part II. 4 Item 6, column B, must equal Schedule RC, item 4.c. 5 Item 11 must equal Schedule RI-B, Part II, item 7, column B. FFIEC 041 Page 14 of 85 RI-10 (Column A)(Column B) Amortized Cost Allowance Balance RCON Amount RCON Amount 1. Real estate loans: a. Construction loans..................................................................................................................JJ04 1,991,996 JJ12 21,871 b. Commercial real estate loans.................................................................................................JJ05 3,736,936 JJ13 51,636 c. Residential real estate loans...................................................................................................JJ06 5,420,446 JJ14 39,304 2. Commercial loans (3)...................................................................................................................JJ07 1,132,569 JJ15 19,462 3. Credit cards..................................................................................................................................JJ08 0 JJ16 0 4. Other consumer loans.................................................................................................................JJ09 164,000 JJ17 1,954 5. Unallocated, if any.......................................................................................................................JJ18 0 6. Total (sum of items 1.a through 5) (4).........................................................................................JJ11 12,445,947 JJ19 134,227 Allowance Balance RCON Amount 7. Securities issued by states and political subdivisions in the U.S..................................................................................JJ20 0 8. Mortgage-backed securities (MBS) (including CMOs, REMICs, and stripped MBS).....................................................JJ21 0 9. Asset-backed securities and structured financial products..........................................................................................JJ23 0 10. Other debt securities.................................................................................................................................................JJ24 0 11. Total (sum of items 7 through 10) (5).........................................................................................................................JJ25 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 140 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RI-E—Explanations Schedule RI-E is to be completed each quarter on a calender year-to-date basis. Detail all adjustments in Schedule RI-A and RI-B, all discontinued operations in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI (See instructions for details.) Dollar Amounts in Thousands 1. Other noninterest income (from Schedule RI, item 5.l) Itemize and describe amounts greater than $100,000 that exceed 7% of Schedule RI, item 5.l: 1.a. 1.b. 1.c. 1.d. 1.e. 1.f. 1.g. h.1h. i.1i. j.1j. 2. Other noninterest expense (from Schedule RI, item 7.d) Itemize and describe amounts greater than $100,000 that exceed 7% of Schedule RI, item 7.d: 2.a. 2.b. 2.c. 2.d. 2.e. 2.f. 2.g. 2.h. 2.i. 2.j. 2.k. 2.l. 2.m. n.2.n. o.2.o. p.2.p. 3. Discontinued operations and applicable income tax effect (from Schedule RI, item 11) (itemize and describe each discontinued operation): a. (1)3.a.1. 3.a.2. b. (1)3.b.1. 3.b.2. FFIEC 041 Page 15 of 85 RI-11 Year-to-date RIAD Amount a. Income and fees from the printing and sale of checks...................................................................................................C013 0 b. Earnings on/increase in value of cash surrender value of life insurance........................................................................C014 6,505 c. Income and fees from automated teller machines (ATMs)............................................................................................C016 0 d. Rent and other income from other real estate owned...................................................................................................4042 0 e. Safe deposit box rent......................................................................................................................................................C015 0 f. Bank card and credit card interchange fees.....................................................................................................................F555 11,712 g. Income and fees from wire transfers not reportable as service charges on deposit accounts.......................................T047 0 TEXT 4461 Mtg-Realized/Unrealized Derivative/Secondary Market Gain/loss 4461 (3,698) TEXT 4462 Mtg-Administrative Fees and Orgination Fees 4462 8,128 TEXT 4463 4463 0 a. Data processing expenses...............................................................................................................................................C017 0 b. Advertising and marketing expenses..............................................................................................................................0497 0 c. Directors' fees.................................................................................................................................................................4136 0 d. Printing, stationery, and supplies....................................................................................................................................C018 0 e. Postage...........................................................................................................................................................................8403 0 f. Legal fees and expenses..................................................................................................................................................4141 0 g. FDIC deposit insurance assessments..............................................................................................................................4146 15,856 h. Accounting and auditing expenses.................................................................................................................................F556 0 i. Consulting and advisory expenses..................................................................................................................................F557 0 j. Automated teller machine (ATM) and interchange expenses.........................................................................................F558 0 k. Telecommunications expenses.......................................................................................................................................F559 0 l. Other real estate owned expenses..................................................................................................................................Y923 0 m. Insurance expenses (not included in employee expenses, premises and fixed asset expenses, and other real estate owned expenses).............................................................................................................................Y924 0 TEXT 4464 Technology Expenses 4464 24,835 TEXT 4467 Contract Service 4467 12,613 TEXT 4468 4468 0 TEXT FT29 FT29 0 (2) Applicable income tax effect.................................................................................................FT30 0 TEXT FT31 FT31 0 (2) Applicable income tax effect.................................................................................................FT32 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 141 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RI-E—Continued Dollar Amounts in Thousands 4. Cumulative effect of changes in accounting principles and corrections of material accounting errors (from Schedule RI-A, item 2) (itemize and describe all such effects): a. 4.a. b. c. 4.c. d.4.d. 5. Other transactions with stockholders (including a parent holding company) (from Schedule RI-A, item 11) (itemize and describe all such transactions): a.5.a. b.5.b. 6. Adjustments to allowances for credit losses (3) (from Schedule RI-B, Part II, item 6) (itemize and describe all adjustments): a. 6.a. b. 6.b. c.6.c. d.6.d. 7. Other explanations (the space below is provided for the bank to briefly describe, at its option, any other significant items affecting the Report of Income): 7. Other explanations (please type or print clearly): (TEXT 4769) 1 Only institutions that have adopted ASU 2016-13 should report amounts in items 4.a, 6.a, and 6.b, if applicable. 2 An institution should complete item 4.a and item 6.b in the quarter that it adopts ASU 2016-13 and in the quarter-end Call Reports for the remainder of that calendar year only. 3 Institutions that have not adopted ASU 2016-13 should report adjustments to the allowance for loan and lease losses in items 6.c and 6.d, if applicable. FFIEC 041 Page 16 of 85 RI-12 Year-to-date RIAD Amount Effect of adoption of current expected credit losses methodology – ASU 2016-13 (1,2).............................................JJ26 (63) Not applicable TEXT B526 B526 0 TEXT B527 B527 0 TEXT 4498 Additional investment from holding company 4498 1,000 TEXT 4499 4499 0 Initial allowances for credit losses recognized upon the acquisition of purchased credit- deteriorated assets on or after the effective date of ASU 2016-13 (1).........................................................................JJ27 0 Effect of adoption of current expected credit losses methodology on allowances for credit losses (1,2)....................................................................................................................................................................JJ28 80 TEXT 4521 4521 0 TEXT 4522 4522 0 RIAD YES / NO Comments?........................................................................................................................................................................4769 NO Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 142 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Consolidated Report of Condition for Insured Banks and Savings Associations for December 31, 2023 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC—Balance Sheet Dollar Amounts in Thousands Assets 1. Cash and balances due from depository institutions (from Schedule RC-A): 1.a. 1.b. 2. Securities: 2.a. 2.b. 2.c. 3. Federal funds sold and securities purchased under agreements to resell: 3.a. 3.b. 4. Loans and lease financing receivables (from Schedule RC-C): 4.a. 4.b. 4.c. 4.d. 5. 6. 7. 8. 9. 10. 11. 12. Liabilities 13. Deposits: 13.a. 13.a.1. 13.a.2. b. Not applicable 14. Federal funds purchased and securities sold under agreements to repurchase: 14.a. 14.b. 15. 16. 17. and 18. Not applicable 19. 1 Includes cash items in process of collection and unposted debits. 2 Includes time certificates of deposit not held for trading. 3 Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B. 4 Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for "Securities Activities" for further detail on accounting for investments in equity securities. 5 Includes all securities resale agreements, regardless of maturity. 6 Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses. 7 Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases. 8 Includes noninterest-bearing, demand, time, and savings deposits. 9 Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money." 10 Includes all securities repurchase agreements, regardless of maturity. 11 Includes limited-life preferred stock and related surplus. FFIEC 041 Page 17 of 85 RC-1 RCON Amount a. Noninterest-bearing balances and currency and coin (1).........................................................................................0081 179,630 b. Interest-bearing balances (2)....................................................................................................................................0071 128,235 a. Held-to-maturity securities (from Schedule RC-B, column A) (3).............................................................................JJ34 0 b. Available-for-sale debt securities (from Schedule RC-B, column D).........................................................................1773 1,614,348 c. Equity securities with readily determinable fair values not held for trading (4).......................................................JA22 31 a. Federal funds sold....................................................................................................................................................B987 0 b. Securities purchased under agreements to resell (5,6)............................................................................................B989 652,668 a. Loans and leases held for sale..................................................................................................................................5369 108,747 b. Loans and leases held for investment.............................................................................B528 12,445,947 c. LESS: Allowance for loan and lease losses (7).................................................................3123 134,227 d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c).........................................................B529 12,311,720 5. Trading assets (from Schedule RC-D)...........................................................................................................................3545 0 6. Premises and fixed assets (including capitalized leases)..............................................................................................2145 428,830 7. Other real estate owned (from Schedule RC-M)..........................................................................................................2150 3,535 8. Investments in unconsolidated subsidiaries and associated companies.....................................................................2130 93 9. Direct and indirect investments in real estate ventures..............................................................................................3656 0 10. Intangible assets (from Schedule RC-M)......................................................................................................................2143 225,888 11. Other assets (from Schedule RC-F) (6).........................................................................................................................2160 606,813 12. Total assets (sum of items 1 through 11).....................................................................................................................2170 16,260,538 a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)..........................................................2200 12,786,169 (1) Noninterest-bearing (8)..............................................................................................6631 2,776,380 (2) Interest-bearing.........................................................................................................6636 10,009,789 a. Federal funds purchased (9)....................................................................................................................................B993 0 b. Securities sold under agreements to repurchase (10).............................................................................................B995 66,070 15. Trading liabilities (from Schedule RC-D).......................................................................................................................3548 0 16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)...................................................3190 1,922,806 19. Subordinated notes and debentures (11)....................................................................................................................3200 3,093 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 143 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC—Continued Dollar Amounts in Thousands Liabilities—continued 20. 21. 22. Not applicable Equity Capital Bank Equity Capital 23. 24. 25. 26.a. 26.b. 26.c. 27.a. 27.b. 28. 29. Memoranda To be reported with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external M.1. 1a =An integrated audit of the reporting institution's financial state-3 =This number is not to be used ments and its internal control over financial reporting conducted 4 =Directors' examination of the bank conducted in accordance in accordance with the standards of the American Institute of with generally accepted auditing standards by a certified Certified Public Accountants (AICPA) or the Public Company public accounting firm (may be required by state-chartering Accounting Oversight Board (PCAOB) by an independent public authority) accountant that submits a report on the institution 5 =Directors' examination of the bank performed by other external 1b =An audit of the reporting institution's financial statements only auditors (may be required by state-chartering authority) conducted in accordance with the auditing standards of the 6 =Review of the bank's financial statements by external AICPA or the PCAOB by an independent public accountant that auditors submits a report on the institution 7 =Compilation of the bank's financial statements by external 2a =An integrated audit of the reporting institution's parent holding auditors company's consolidated financial statements and its internal con-8 =Other audit procedures (excluding tax preparation work) trol over financial reporting conducted in accordance with the 9 =No external audit work standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) 2b =An audit of the reporting institution's parent holding com- pany's consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) To be reported with the March Report of Condition. M.2. 1 Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments. 2 Includes treasury stock and unearned Employee Stock Ownership Plan shares. FFIEC 041 Page 18 of 85 RC-2 RCON Amount 20. Other liabilities (from Schedule RC-G).........................................................................................................................2930 127,745 21. Total liabilities (sum of items 13 through 20)..............................................................................................................2948 14,905,883 23. Perpetual preferred stock and related surplus............................................................................................................3838 0 24. Common stock.............................................................................................................................................................3230 1,868 25. Surplus (excludes all surplus related to preferred stock).............................................................................................3839 602,999 26. a. Retained earnings....................................................................................................................................................3632 777,181 b. Accumulated other comprehensive income (1).......................................................................................................B530 (33,087) c. Other equity capital components (2)........................................................................................................................A130 0 27. a. Total bank equity capital (sum of items 23 through 26.c)........................................................................................3210 1,348,961 b. Noncontrolling (minority) interests in consolidated subsidiaries............................................................................3000 5,694 28. Total equity capital (sum of items 27.a and 27.b)........................................................................................................G105 1,354,655 29. Total liabilities and equity capital (sum of items 21 and 28)........................................................................................3300 16,260,538 RCON Number auditors as of any date during 2022.................................................................................................................................6724 NR RCON Date 2. Bank's fiscal year-end date (report the date in MMDD format)......................................................................................8678 NR Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 144 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-A—Cash and Balances Due From Depository Institutions Schedule RC-A is to be completed only by banks with $300 million or more in total assets.¹ Exclude assets held for trading. Dollar Amounts in Thousands 1. Cash items in process of collection, unposted debits, and currency and coin: 1.a. 1.b. 2. 3. 4. 5. 1 The $300 million asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. Schedule RC-B—Securities Exclude assets held for trading. Dollar Amounts in Thousands 1. 2. U.S. Government agency and sponsored agency obligations (exclude mortgage- 2. 3. Securities issued by states and 3. 1 Includes Small Business Administration “Guaranteed Loan Pool Certificates,” U.S. Maritime Administration obligations", Export –Import Bank participation certificates", and obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority. FFIEC 041 Page 19 of 85 RC-3 RCON Amount a. Cash items in process of collection and unposted debits...............................................................................................0020 85,575 b. Currency and coin...........................................................................................................................................................0080 31,887 2. Balances due from depository institutions in the U.S........................................................................................................0082 138,003 3. Balances due from banks in foreign countries and foreign central banks..........................................................................0070 0 4. Balances due from Federal Reserve Banks.........................................................................................................................0090 52,400 5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b).....................................................0010 307,865 Held-to-maturity Available-for-sale (Column A)(Column B)(Column C)(Column D) Amortized Cost Fair Value Amortized Cost Fair Value RCON Amount RCON Amount RCON Amount RCON Amount 1. U.S. Treasury securities........................................0211 0 0213 0 1286 12,001 1287 11,904 backed securities) (1)...........................................HT50 0 HT51 0 HT52 122,041 HT53 122,003 political subdivisions in the U.S............................8496 0 8497 0 8498 520,013 8499 476,965 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 145 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-B—Continued Dollar Amounts in Thousands 4. Mortgage-backed securities (MBS): a. Residential mortgage pass-through securities: 4.a.1. (2) Issued by FNMA 4.a.2. 4.a.3. b. Other residential mortgage-backed securities (include CMOs, REMICs, and stripped MBS): (1) Issued or guaranteed by U.S. Government agencies 4.b.1. (2) Collateralized by MBS issued or guaranteed by U.S. Government 4.b.2. 4.b.3. c. Commercial MBS: (1) Commercial mortgage pass- through securities: (a) Issued or guaranteed by 4.c.1.a. 4.c.1.b. 1 U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government-sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA). FFIEC 041 Page 20 of 85 RC-4 Held-to-maturity Available-for-sale (Column A)(Column B)(Column C)(Column D) Amortized Cost Fair Value Amortized Cost Fair Value RCON Amount RCON Amount RCON Amount RCON Amount (1) Guaranteed by GNMA..................................G300 0 G301 0 G302 19,582 G303 19,001 and FHLMC...................................................G304 0 G305 0 G306 213,214 G307 199,563 (3) Other pass-through securities......................G308 0 G309 0 G310 0 G311 0 or sponsored agencies (1)............................G312 0 G313 0 G314 145,030 G315 127,346 agencies or sponsored agencies (1).............G316 0 G317 0 G318 0 G319 0 (3) All other residential MBS..............................G320 0 G321 0 G322 306,993 G323 300,156 FNMA, FHLMC, or GNMA.........................K142 0 K143 0 K144 78,223 K145 75,875 (b) Other pass-through securities.................K146 0 K147 0 K148 0 K149 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 146 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-B—Continued Dollar Amounts in Thousands 4. c.(2) Other commercial MBS: (a) Issued or guaranteed by U.S. Government agencies 4.c.2.a. 4.c.2.b. 5. Asset-backed securities and structured financial products: a. Asset-backed 5.a. b. Structured financial 5.b. 6. Other debt securities: a. Other domestic debt 6.a. b. Other foreign debt 6.b. 7. Unallocated portfolio 7. 8. Total (sum of items 1 8. 1 U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government-sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA). 2 This item is to be completed by institutions that have adopted ASU 2022-01, as applicable. 3 For institutions that have adopted ASU 2016-13, the total reported in column A must equal Schedule RC, item 2.a, plus Schedule RI-B, Part II, item 7, column B. For institutions that have not adopted ASU 2016-13, the total reported in column A must equal Schedule RC, item 2.a. For all institutions, the total reported in column D must equal Schedule RC, item 2.b. FFIEC 041 Page 21 of 85 RC-5 Held-to-maturity Available-for-sale (Column A)(Column B)(Column C)(Column D) Amortized Cost Fair Value Amortized Cost Fair Value RCON Amount RCON Amount RCON Amount RCON Amount or sponsored agencies (1)........................K150 0 K151 0 K152 8,952 K153 8,706 (b) All other commercial MBS.......................K154 0 K155 0 K156 0 K157 0 securities (ABS)...............................................C026 0 C988 0 C989 139,290 C027 136,416 products..........................................................HT58 0 HT59 0 HT60 140,816 HT61 130,413 securities...........................................................1737 0 1738 0 1739 6,000 1741 6,000 securities...........................................................1742 0 1743 0 1744 0 1746 0 layer fair value hedge basis adjustments (2)...........................................MG95 NR through 7) (3)......................................................1754 0 1771 0 1772 1,712,155 1773 1,614,348 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 147 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-B—Continued Memoranda Dollar Amounts in Thousands M.1. 2. Maturity and repricing data for debt securities (excluding those in nonaccrual status): a. Securities issued by the U.S. Treasury, U.S. Government agencies, and states and political subdivisions in the U.S.; other non-mortgage debt securities; and mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date of: (2,3) M.2.a.1. M.2.a.2. M.2.a.3. M.2.a.4. M.2.a.5. M.2.a.6. b. Mortgage pass-through securities backed by closed-end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date of: (2,4) M.2.b.1. M.2.b.2. M.2.b.3. M.2.b.4. M.2.b.5. M.2.b.6. c. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage pass-through securities) with an expected average life of: (5) M.2.c.1. M.2.c.2. d. Debt securities with a REMAINING MATURITY of one year or less (included M.2.d. Memorandum item 3 is to be completed semiannually in the June and December reports only. 3. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or trading M.3. 4. Structured notes (included in the held-to-maturity and available-for-sale accounts in Schedule RC-B, items 2, 3, 5, and 6): M.4.a. M.4.b. 1 Includes held-to-maturity securities at amortized cost, available-for-sale debt securities at fair value, and equity securities with readily determinable fair values not held for trading (reported in Schedule RC, item 2.c) at fair value. 2 Report fixed rate debt securities by remaining maturity and floating rate debt securities by next repricing date. 3 Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt securities in the categories of debt securities reported in Memorandum item 2.a that are included in Schedule RC-N, item 10, column C, must equal Schedule RC-B, sum of items 1, 2, 3, 4.c.(1), 5, and 6, columns A and D, plus residential mortgage pass-through securities other than those backed by closed-end first lien 1 –4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. 4 Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass-through securities backed by closed-end first lien 1 –4 family residential mortgages included in Schedule RC-N, item 10, column C, must equal Schedule RC-B, item 4.a, sum of columns A and D, less the amount of residential mortgage pass-through securities other than those backed by closed-end first lien 1 –4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. 5 Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual "Other mortgage-backed securities" included in Schedule RC-N, item 10, column C, must equal Schedule RC-B, sum of items 4.b and 4.c.(2), columns A and D. FFIEC 041 Page 22 of 85 RC-6 RCON Amount 1. Pledged securities (1).........................................................................................................................................................0416 957,397 (1) Three months or less.................................................................................................................................................A549 318,063 (2) Over three months through 12 months.....................................................................................................................A550 18,847 (3) Over one year through three years............................................................................................................................A551 36,437 (4) Over three years through five years...........................................................................................................................A552 121,086 (5) Over five years through 15 years...............................................................................................................................A553 260,100 (6) Over 15 years.............................................................................................................................................................A554 205,043 (1) Three months or less.................................................................................................................................................A555 1,411 (2) Over three months through 12 months.....................................................................................................................A556 12,340 (3) Over one year through three years............................................................................................................................A557 1 (4) Over three years through five years...........................................................................................................................A558 8,154 (5) Over five years through 15 years...............................................................................................................................A559 52,179 (6) Over 15 years.............................................................................................................................................................A560 144,480 (1) Three years or less.....................................................................................................................................................A561 307,039 (2) Over three years........................................................................................................................................................A562 129,169 in Memorandum items 2.a through 2.c above)..............................................................................................................A248 45,790 securities during the calendar year-to-date (report the amortized cost at date of sale or transfer)..................................1778 0 a. Amortized cost...............................................................................................................................................................8782 0 b. Fair value........................................................................................................................................................................8783 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 148 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-B—Continued Memoranda—Continued Dollar Amounts in Thousands Memorandum items 5.a through 5.f and 6.a through 6.g are to be completed by banks with $10 billion or more in total assets.¹ 5. Asset-backed securities (ABS) (for each column, sum of Memorandum items 5.a through 5.f must equal Schedule RC-B, item 5.a): a. Credit card M.5.a. M.5.b. M.5.c. M.5.d. e. Commercial and M.5.e. M.5.f. 6. Structured financial products by underlying collateral or reference assets (for each column, sum of Memorandum items 6.a through 6.g must equal Schedule RC-B, item 5.b): a. Trust preferred securities issued by M.6.a. b. Trust preferred securities issued by real estate M.6.b. c. Corporate and similar M.6.c. d. 1-4 family residential MBS issued or guaran- teed by U.S. Government-sponsored M.6.d. e. 1-4 family residential MBS not issued or M.6.e. f. Diversified (mixed) pools of structured g. Other collateral or M.6.f. M.6.g. 1 The $10 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. FFIEC 041 Page 23 of 85 RC-7 Held-to-maturity Available-for-sale (Column A)(Column B)(Column C)(Column D) Amortized Cost Fair Value Amortized Cost Fair Value RCON Amount RCON Amount RCON Amount RCON Amount receivables........................................................B838 0 B839 0 B840 0 B841 0 b. Home equity lines............................................B842 0 B843 0 B844 0 B845 0 c. Automobile loans..............................................B846 0 B847 0 B848 0 B849 0 d. Other consumer loans......................................B850 0 B851 0 B852 132,321 B853 130,690 industrial loans................................................B854 0 B855 0 B856 0 B857 0 f. Other..................................................................B858 0 B859 0 B860 6,969 B861 5,726 financial institutions.........................................G348 0 G349 0 G350 0 G351 0 investment trusts..............................................G352 0 G353 0 G354 0 G355 0 loans................................................................G356 0 G357 0 G358 0 G359 0 enterprises (GSEs).............................................G360 0 G361 0 G362 0 G363 0 guaranteed by GSEs..........................................G364 0 G365 0 G366 0 G367 0 financial products.............................................G368 0 G369 0 G370 0 G371 0 reference assets................................................G372 0 G373 0 G374 140,816 G375 130,413 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 149 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-C—Loans and Lease Financing Receivables Part I. Loans and Leases Do not deduct the allowance for loan and lease losses or the allocated transfer risk reserve from amounts reported in this schedule.¹ Report (1) loans and leases held for sale at the lower of cost or fair value, (2) loans and leases held for investment, net of unearned income, and (3) loans and leases accounted for at fair value under a fair value option. Exclude assets held for trading and commercial paper. Dollar Amounts in Thousands 1. Loans secured by real estate: a. Construction, land development, and other land loans: 1.a.1. (2) Other construction loans and all land development and other 1.a.2. b. Secured by farmland (including farm residential and other 1.b. c. Secured by 1-4 family residential properties: (1) Revolving, open-end loans secured by 1-4 family residential 1.c.1. (2) Closed-end loans secured by 1-4 family residential properties: 1.c.2.a. 1.c.2.b. 1.d. e. Secured by nonfarm nonresidential properties: (1) Loans secured by owner-occupied nonfarm nonresidential 1.e.1. 1.e.2. 2. 2.a. 2.b. 2.c. 3. 4. 4.a. 4.b. 5. Not applicable 6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): 6.a. 6.b. 6.c. d. Other consumer loans (includes single payment and installment loans 6.d. 7. Not applicable 8. Obligations (other than securities and leases) of states and political 8. 1 Institutions that have adopted ASU 2016-13 should not deduct the allowance for credit losses on loans and leases or the allocated transfer risk reserve from amounts reported on this schedule. 2 The $300 million asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. FFIEC 041 Page 24 of 85 RC-8 (Column A)(Column B) To Be Completed To Be Completed by Banks with by All Banks $300 Million or More in Total Assets² RCON Amount RCON Amount (1) 1-4 family residential construction loans..............................................................................F158 701,788 land loans..............................................................................................................................F159 1,290,208 improvements)...........................................................................................................................1420 210,822 properties and extended under lines of credit.....................................................................1797 275,120 (a) Secured by first liens........................................................................................................5367 5,229,090 (b) Secured by junior liens....................................................................................................5368 33,710 d. Secured by multifamily (5 or more) residential properties........................................................1460 726,535 properties.............................................................................................................................F160 828,075 (2) Loans secured by other nonfarm nonresidential properties.................................................F161 1,974,178 2. Loans to depository institutions and acceptances of other banks................................................1288 0 a. To commercial banks in the U.S.:.............................................................................................. B531 0 b. To other depository institutions in the U.S................................................................................B534 0 c. To banks in foreign countries.................................................................................................... B535 0 3. Loans to finance agricultural production and other loans to farmers...........................................1590 62,311 4. Commercial and industrial loans...................................................................................................1766 949,588 a. To U.S. addressees (domicile).....................................................................................................1763 949,587 b. To non-U.S. addressees (domicile).............................................................................................1764 0 a. Credit cards................................................................................................................................B538 0 b. Other revolving credit plans.......................................................................................................B539 9,648 c. Automobile loans.......................................................................................................................K137 61,424 other than automobile loans and all student loans)..................................................................K207 92,928 subdivisions in the U.S..................................................................................................................2107 83,819 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 150 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-C—Continued Part I. Continued Dollar Amounts in Thousands 9. Loans to nondepository financial institutions and other loans: 9.a. 9.b. (1) Loans for purchasing or carrying securities (secured and 9.b.1. 9.b.2. 10. a. Leases to individuals for household, family, and other personal 10.a. 10.b. 11. 12. Total loans and leases held for investment and held for sale (sum of items 1 through 10 minus item 11) 12. Memoranda Dollar Amounts in Thousands 1. Loans restructured in troubled debt restructurings that are in compliance with their modified terms (included in Schedule RC-C, Part I, and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1): a. Construction, land development, and other land loans: M.1.a.1. M.1.a.2. M.1.b. M.1.c. d. Secured by nonfarm nonresidential properties: M.1.d.1. M.1.d.2. M.1.e. Memorandum items 1.e.(1) and (2) are to be completed by banks with $300 millon or more in total assets¹ (sum of Memorandum items 1.e.(1) and (2) must equal Memorandum item 1.e): M.1.e.1. M.1.e.2. f. All other loans (include loans to individuals for household, family, and other personal M.1.f. Itemize loan categories included in Memorandum item 1.f, above that exceed 10 percent of total loans restructured in troubled debt restructurings that are in compliance with their modified terms (sum of Memorandum items 1.a through 1.e plus 1.f): M.1.f.1. 1 The $300 million asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. FFIEC 041 Page 25 of 85 RC-9 (Column A)(Column B) To Be Completed To Be Completed by Banks with by All Banks $300 Million or More in Total Assets¹ RCON Amount RCON Amount a. Loans to nondepository financial institutions..........................................................................J454 29,062 b. Other loans...............................................................................................................................J464 90 unsecured).........................................................................................................................1545 76 (2) All other loans (exclude consumer loans)..........................................................................J451 14 10. Lease financing receivables (net of unearned income)...............................................................2165 7,700 expenditures (i.e., consumer leases)........................................................................................F162 0 b. All other leases.........................................................................................................................F163 7,700 11. LESS: Any unearned income on loans reflected in items 1-9 above............................................2123 11,402 (must equal Schedule RC, sum of items 4.a and 4.b)...................................................................2122 12,554,694 RCON Amount (1) 1-4 family residential construction loans...................................................................................................................K158 0 (2) Other construction loans and all land development and other land loans................................................................K159 0 b. Loans secured by 1-4 family residential properties........................................................................................................F576 4,029 c. Secured by multifamily (5 or more) residential properties.............................................................................................K160 0 (1) Loans secured by owner-occupied nonfarm nonresidential properties....................................................................K161 1,624 (2) Loans secured by other nonfarm nonresidential properties.....................................................................................K162 0 e. Commercial and industrial loans....................................................................................................................................K256 0 (1) To U.S. addressees (domicile)................................................................................................K163 0 (2) To non-U.S. addressees (domicile)........................................................................................K164 0 expenditures)...................................................................................................................................................................K165 2,041 (1) Loans secured by farmland...................................................................................................K166 2,041 (2) and (3) Not applicable Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 151 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-C—Continued Part I—Continued Memoranda—Continued Dollar Amounts in Thousands 1.f. (4) Loans to individuals for household, family, and other personal expenditures: M.1.f.4.a. M.1.f.4.b. M.1.f.4.c. Memorandum item 1.f.(5) is to be completed by:¹ • Banks with $300 millon or more in total assets • Banks with less than $300 millon in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans M.1.f.5. g. Total loans restructured in troubled debt restructurings that are in compliance with their M.1.g. 2. Maturity and repricing data for loans and leases (excluding those in nonaccrual status): a. Closed-end loans secured by first liens on 1-4 family residential properties (reported in Schedule RC-C, Part I, item 1.c.(2)(a), column B, above) with a remaining maturity or next repricing date of: (2,3) M.2.a.1. M.2.a.2. M.2.a.3. M.2.a.4. M.2.a.5. M.2.a.6. b. All loans and leases (reported in Schedule RC-C, Part I, items 1 through 10, column B, above) EXCLUDING closed-end loans secured by first liens on 1-4 family residential properties (reported in Schedule RC-C, Part I, item 1.c.(2)(a), column B, above) with a remaining maturity or next repricing date of: (2,4) M.2.b.1. M.2.b.2. M.2.b.3. M.2.b.4. M.2.b.5. M.2.b.6. c. Loans and leases (reported in Schedule RC-C, Part I, items 1 through 10, column B, above) M.2.c. 1 The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2022, Report of Condition. 2 Report fixed rate loans and leases by remaining maturity and floating rate loans by next repricing date. 3 Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual closed-end loans secured by first liens on 1 –4 family residential properties included in Schedule RC-N, 1.c.(2)(a), column C, must equal total closed-end loans secured by first liens on 1 –4 family residential properties from Schedule RC-C, part I, item 1.c.(2)(a), column B. 4 Sum of Memorandum items 2.b.(1) through 2.b.(6), plus total nonaccrual loans and leases from Schedule RC-N, item 9, column C, minus nonaccrual closed-end loans secured by first liens on 1 –4 family residential properties included in Schedule RC-N, item 1.c.(2)(a), column C, must equal total loans and leases from Schedule RC-C, Part I, sum of items 1 through 10, column B, minus total closed-end loans secured by first liens on 1 –4 family residential properties from Schedule RC-C, Part I, item 1.c.(2)(a), column B. FFIEC 041 Page 26 of 85 RC-10 RCON Amount RCON Amount (a) Credit cards......................................................................................................................K098 0 (b) Automobile loans............................................................................................................K203 0 (c) Other (includes revolving credit plans other than credit cards and other consumer loans).............................................................................................K204 0 (5) Loans to finance agricultural production and other loans to farmers included in Schedule RC-C, Part I, Memorandum item 1.f, above...........................................................K168 0 modified terms (sum of Memorandum items 1.a.(1) through 1.e plus 1.f)....................................................................HK25 7,694 (1) Three months or less.................................................................................................................................................A564 137,410 (2) Over three months through 12 months.....................................................................................................................A565 50,786 (3) Over one year through three years............................................................................................................................A566 199,025 (4) Over three years through five years...........................................................................................................................A567 172,177 (5) Over five years through 15 years...............................................................................................................................A568 170,361 (6) Over 15 years.............................................................................................................................................................A569 4,471,124 (1) Three months or less................................................................................................................................................A570 2,856,401 (2) Over three months through 12 months....................................................................................................................A571 925,158 (3) Over one year through three years...........................................................................................................................A572 1,623,642 (4) Over three years through five years..........................................................................................................................A573 1,010,842 (5) Over five years through 15 years..............................................................................................................................A574 757,450 (6) Over 15 years............................................................................................................................................................A575 102,164 with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status)............................................A247 1,865,203 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 152 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-C—Continued Part I—Continued Memoranda—Continued Dollar Amounts in Thousands 3. Loans to finance commercial real estate, construction, and land development activities M.3. 4. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties M.4. 5. To be completed by banks with $300 million or more in total assets:² Loans secured by real estate to non-U.S. addressees (domicile) M.5. Memorandum item 6 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. 6. Outstanding credit card fees and finance charges included in Schedule RC-C, Part I, M.6. Memorandum items 7.a, 7.b, and 8.a are to be completed by all banks semiannually in the June and December reports only.³ 7. Purchased credit-impaired loans held for investment accounted for in accordance with FASB ASC 310-30 (former AICPA Statement of Position 03-3) (exclude loans held for sale): M.7.a. M.7.b. 8. Closed-end loans with negative amortization features secured by 1-4 family residential properties: a. Total amount of closed-end loans with negative amortization features secured by 1-4 family M.8.a. Memorandum items 8.b and 8.c are to be completed semiannually in the June and December reports only by banks that had closed-end loans with negative amortization features secured by 1 –4 family residential properties (as reported in Schedule RC-C, Part I, Memorandum item 8.a) as of the preceding December 31 report date, that exceeded the lesser of $100 million or 5 percent of total loans and leases held for investment and held for sale (as reported in Schedule RC-C, Part I, item 12, column B). b. Total maximum remaining amount of negative amortization contractually permitted on M.8.b. c. Total amount of negative amortization on closed-end loans secured by 1-4 family residential M.8.c. 9. Loans secured by 1-4 family residential properties in process of foreclosure M.9. 10. and 11. Not applicable 1 Exclude loans secured by real estate that are included in Schedule RC-C, part I, items 1.a through 1.e, column B. 2 The $300 million asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. 3 Memorandum item 7 is to be completed only by institutions that have not yet adopted ASU 2016-13. FFIEC 041 Page 27 of 85 RC-11 RCON Amount (not secured by real estate) included in Schedule RC-C, Part I, items 4 and 9, column B (1).............................................2746 16,065 (included in Schedule RC-C, Part I, item 1.c.(2)(a), column B)............................................................................................5370 407,236 (included in Schedule RC-C, Part I, items 1.a through 1.e, column B).................................................................................B837 0 item 6.a..............................................................................................................................................................................C391 NR a. Outstanding balance.......................................................................................................................................................C779 NR b. Amount included in Schedule RC-C, Part I, items 1 through 9........................................................................................C780 NR residential properties (included in Schedule RC-C, Part I, items 1.c.(2)(a) and (b))........................................................F230 0 closed-end loans secured by 1-4 family residential properties.......................................................................................F231 NR properties included in the amount reported in Memorandum item 8.a above..............................................................F232 NR (included in Schedule RC-C, Part I, items 1.c.(1), 1.c.(2)(a), and 1.c.(2)(b))........................................................................F577 2,080 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 153 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-C—Continued Part I—Continued Memoranda—Continued Dollar Amounts in Thousands Memorandum items 12.a, 12.b, 12.c, and 12.d are to be completed semiannually in the June and December reports only. 12. Loans (not subject to the requirements of FASB ASC 310-30 (former AICPA Statement of Position 03-3)) and leases held for investment that were acquired in business combinations with acquisition dates in the current calendar year:¹ M.12.a. M.12.b. c. Loans to individuals for household, family, M.12.c. M.12.d. Dollar Amounts in Thousands Memorandum item 13 is to be completed by banks that had construction, land development, and other land loans (as reported in Schedule RC-C, Part I, item 1.a, column B) that exceeded the sum of tier 1 capital (as reported in Schedule RC-R, Part I, item 26) plus the allowance for loan and lease losses or the allowance for credit losses on loans and leases, as applicable (as reported in Schedule RC, item 4.c) as of the preceding December 31 report date. 13. Construction, land development, and other land loans with interest reserves: a. Amount of loans that provide for the use of interest reserves M.13.a. b. Amount of interest capitalized from interest reserves on construction, land development, and other land loans that is included in interest and fee income on loans M.13.b. M.14. 15. Reverse mortgages: a. Reverse mortgages outstanding that are held for investment M.15.a. b. Estimated number of reverse mortgage loan referrals to other lenders during the year from whom compensation has been received for services performed in M.15.b. M.15.c. 1 Institutions that have adopted ASU 2016-13 should report only loans held for investment not considered purchased credit-deteriorated in Memorandum item 12. FFIEC 041 Page 28 of 85 RC-12 (Column A)(Column B)(Column C) Fair Value of Acquired Gross Contractual Best Estimate at Loans and Leases at Amounts Receivable Acquisition Date of Acquisition Date at Acquisition Date Contractual Cash Flows Not Expected to be Collected RCON Amount RCON Amount RCON Amount a. Loans secured by real estate...............................................................G091 0 G092 0 G093 0 b. Commercial and industrial loans.........................................................G094 0 G095 0 G096 0 and other personal expenditures........................................................G097 0 G098 0 G099 0 d. All other loans and all leases...............................................................G100 0 G101 0 G102 0 RCON Amount (included in Schedule RC-C, Part I, item 1.a, column B)...............................................................................................G376 598,827 RIAD during the quarter (included in Schedule RI, item 1.a.(1)(b)).......................................................................................G377 10,677 Memorandum item 14 is to be completed by all banks.RCON 14. Pledged loans and leases..................................................................................................................................................G378 12,566,096 Memorandum item 15 is to be completed for the December report only. (included in Schedule RC-C, item 1.c, above)........................................................................................................PR04 0 Number connection with the origination of the reverse mortgages...................................................................................PR05 0 Amount c. Principal amount of reverse mortgage originations that have been sold during the year......................................PR06 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 154 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-C—Continued Part I—Continued Memoranda—Continued Dollar Amounts in Thousands Memorandum item 16 is to be completed by all banks. M.16. Amounts reported in Memorandum items 17.a and 17.b will not be made available to the public on an individual institution basis. 17. Eligible loan modifications under Section 4013, Temporary Relief from Troubled Debt M.17.a. M.17.b. FFIEC 041 Page 29 of 85 RC-13 RCON Amount 16. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit that have converted to non-revolving closed-end status (included in item 1.c.(1) above)...................................................................................................................................................... LE75 0 Restructurings, of the 2020 Coronavirus Aid, Relief, and Economic Security Act:Number a. Number of Section 4013 loans outstanding.................................................................................................................LG24 0 Amount b. Outstanding balance of Section 4013 loans.................................................................................................................LG25 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 155 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-C—Continued Part II. Loans to Small Businesses and Small Farms Report the number and amount currently outstanding as of the report date of business loans with "original amounts" of $1,000,000 or less and farm loans with "original amounts" of $500,000 or less. The following guidelines should be used to determine the "original amount" of a loan: (1) For loans drawn down under lines of credit or loan commitments, the "original amount" of the loan is the size of the line of credit or loan commitment when the line of credit or loan commitment was most recently approved, extended, or renewed prior to the report date. However, if the amount currently outstanding as of the report date exceeds this size, the "original amount" is the amount currently outstanding on the report date. (2) For loan participations and syndications, the "original amount" of the loan participation or syndication is the entire amount of the credit originated by the lead lender. (3) For all other loans, the "original amount" is the total amount of the loan at origination or the amount currently outstanding as of the report date, whichever is larger. Loans to Small Businesses 1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “Loans secured by nonfarm nonresidential properties” reported in Schedule RC-C, Part I, items 1.e.(1) and 1.e.(2), and all or substantially all of the dollar volume of your bank’s “Commercial and industrial loans” reported in Schedule RC-C, Part I, item 4,¹ have original amounts of $100,000 or less (If your bank has no loans outstanding in both of these two loan categories, place an “X” in the 1. If YES, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5. If NO and your bank has loans outstanding in either loan category, skip items 2.a and 2.b, complete items 3 and 4 below, and go to item 5. If NO and your bank has no loans outstanding in both loan categories, skip items 2 through 4, and go to item 5. 2. Report the total number of loans currently outstanding for each of the following Schedule RC-C, Part I, loan categories: a. “Loans secured by nonfarm nonresidential properties” reported in Schedule RC-C, Part I, items 1.e.(1) and 1.e.(2) (Note: Sum of items 1.e.(1) and 1.e.(2) divided by the number of loans should 2.a. b. “Commercial and industrial loans” reported in Schedule RC-C, Part I, item 4.¹ 2.b. Dollar Amounts in Thousands 3. Number and amount currently outstanding of “Loans secured by nonfarm nonresidential properties” reported in Schedule RC-C, Part I, items 1.e.(1) and 1.e.(2) (sum of items 3.a through 3.c must be less than or equal to Schedule RC-C, Part I, sum of items 1.e.(1) and 1.e.(2)): 3.a. 3.b. 3.c. 4. Number and amount currently outstanding of “Commercial and industrial loans” reported in Schedule RC-C, Part I, item 4¹ (sum of items 4.a through 4.c must be less than or equal to Schedule RC-C, Part I, item 4¹): 4.a. 4.b. 4.c. 1 Banks with $300 million or more in total assets should provide the requested information for “Commercial and industrial loans” based on the loans reported in Schedule RC-C, Part I, item 4.a, column A, “Commercial and industrial loans to U.S. addressees." FFIEC 041 Page 30 of 85 RC-14 RCON YES / NO box marked “NO.”)..............................................................................................................................................................6999 NO Number of Loans RCON Number NOT exceed $100,000.)..................................................................................................................................................5562 NR (Note: Item 4,¹ divided by the number of loans should NOT exceed $100,000.)...........................................................5563 NR (Column A)(Column B) Number of Loans Amount Currently Outstanding RCON Number RCON Amount a. With original amounts of $100,000 or less................................................................................5564 226 5565 10,338 b. With original amounts of more than $100,000 through $250,000............................................5566 429 5567 55,469 c. With original amounts of more than $250,000 through $1,000,000.........................................5568 786 5569 324,091 a. With original amounts of $100,000 or less................................................................................5570 2,611 5571 67,724 b. With original amounts of more than $100,000 through $250,000............................................5572 668 5573 68,653 c. With original amounts of more than $250,000 through $1,000,000.........................................5574 531 5575 151,059 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 156 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-C—Continued Part II—Continued Agricultural Loans to Small Farms 5. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “Loans secured by farmland (including farm residential and other improvements)” reported in Schedule RC-C, Part I, item 1.b, and all or substantially all of the dollar volume of your bank’s “Loans to finance agricultural production and other loans to farmers” reported in Schedule RC-C, Part I, item 3, have original amounts of $100,000 or less (If your bank has no loans outstanding in both of these two 5. If YES, complete items 6.a and 6.b below, and do not complete items 7 and 8. If NO and your bank has loans outstanding in either loan category, skip items 6.a and 6.b and complete items 7 and 8 below. If NO and your bank has no loans outstanding in both loan categories, do not complete items 6 through 8. 6. Report the total number of loans currently outstanding for each of the following Schedule RC-C, Part I, loan categories:. a. “Loans secured by farmland (including farm residential and other improvements)” reported in Schedule RC-C, Part I, item 1.b, (Note: Item 1.b divided by the number of loans should NOT 6.a. b. “Loans to finance agricultural production and other loans to farmers” reported in Schedule RC-C, 6.b. Dollar Amounts in Thousands 7. Number and amount currently outstanding of “Loans secured by farmland (including farm residential and other improvements)” reported in Schedule RC-C, Part I, item 1.b (sum of items 7.a through 7.c must be less than or equal to Schedule RC-C, Part I, item 1.b): 7.a. 7.b. 7.c. 8. Number and amount currently outstanding of “Loans to finance agricultural production and other loans to farmers” reported in Schedule RC-C, Part I, item 3 (sum of items 8.a through 8.c must be less than or equal to Schedule RC-C, Part I, item 3): 8.a. 8.b. 8.c. FFIEC 041 Page 31 of 85 RC-15 RCON YES / NO loan categories, place an “X” in the box marked “NO.”).....................................................................................................6860 NO Number of Loans RCON Number exceed $100,000.)..........................................................................................................................................................5576 NR Part I, item 3 (Note: Item 3 divided by the number of loans should NOT exceed $100,000.)........................................5577 NR (Column A)(Column B) Number of Loans Amount Currently Outstanding RCON Number RCON Amount a. With original amounts of $100,000 or less................................................................................5578 266 5579 12,375 b. With original amounts of more than $100,000 through $250,000............................................5580 308 5581 41,396 c. With original amounts of more than $250,000 through $500,000............................................5582 124 5583 37,498 a. With original amounts of $100,000 or less................................................................................5584 1,206 5585 27,404 b. With original amounts of more than $100,000 through $250,000............................................5586 157 5587 14,967 c. With original amounts of more than $250,000 through $500,000............................................5588 36 5589 8,649 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 157 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-D—Trading Assets and Liabilities Schedule RC-D is to be completed by banks that (1) reported total trading assets of $10 million or more in any of the four preceding calendar quarters, or (2) meet the FDIC's definition of a large or highly complex institution for deposit insurance assessment purposes. Dollar Amounts in Thousands Assets 1. 2. 3. 4. Mortgage-backed securities (MBS): a. Residential mortgage pass-through securities issued or guaranteed by FNMA, FHLMC, 4.a. b. Other residential MBS issued or guaranteed by U.S. Government agencies or 4.b. 4.c. d. Commercial MBS issued or guaranteed by U.S. Government agencies or sponsored 4.d. 4.e. 5. Other debt securities: 5.a. 5.b. 6. Loans: a. Loans secured by real estate: 6.a.1. 6.a.2. 6.b. c. Loans to individuals for household, family, and other personal expenditures 6.c. 6.d. 7. and 8. Not appplicable 9. 10. Not applicable 11. 12. Liabilities 13.a. 13.b. 14. 15. Memoranda Dollar Amounts in Thousands 1. Unpaid principal balance of loans measured at fair value (reported in Schedule RC-D, items 6.a.(1) through 6.d): a. Loans secured by real estate: M.1.a.1. M.1.a.2. M.1.b. c. Loans to individuals for household, family, and other personal expenditures M.1.c. M.1.d. 1 U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government-sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA). FFIEC 041 Page 32 of 85 RC-16 RCON Amount 1. U.S. Treasury securities.....................................................................................................................................................3531 0 2. U.S. Government agency obligations (exclude mortgage-backed securities)...................................................................3532 0 3. Securities issued by states and political subdivisions in the U.S.......................................................................................3533 0 or GNMA.......................................................................................................................................................................G379 0 sponsored agencies (1) (include CMOs, REMICs, and stripped MBS)...........................................................................G380 0 c. All other residential MBS...............................................................................................................................................G381 0 agencies (1)..................................................................................................................................................................K197 0 e. All other commercial MBS............................................................................................................................................K198 0 a. Structured financial products........................................................................................................................................HT62 0 b. All other debt securities................................................................................................................................................G386 0 (1) Loans secured by 1-4 family residential properties..................................................................................................HT63 0 (2) All other loans secured by real estate......................................................................................................................HT64 0 b. Commercial and industrial loans...................................................................................................................................F614 0 (i.e., consumer loans) (includes purchased paper):......................................................................................................HT65 0 d. Other loans...................................................................................................................................................................F618 0 9. Other trading assets........................................................................................................................................................3541 0 11. Derivatives with a positive fair value..............................................................................................................................3543 0 12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5)......................................................3545 0 13. a. Liability for short positions.........................................................................................................................................3546 0 b. Other trading liabilities...............................................................................................................................................F624 0 14. Derivatives with a negative fair value.............................................................................................................................3547 0 15. Total trading liabilities (sum of items 13.a through 14) ( must equal Schedule RC, item 15).........................................3548 0 RCON Amount (1) Loans secured by 1-4 family residential properties...................................................................................................HT66 0 (2) All other loans secured by real estate........................................................................................................................HT67 0 b. Commercial and industrial loans....................................................................................................................................F632 0 (i.e., consumer loans) (includes purchased paper).........................................................................................................HT68 0 d. Other loans.....................................................................................................................................................................F636 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 158 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-E—Deposit Liabilities Dollar Amounts in Thousands Deposits of: 1. 2. 3. 4. Commercial banks and other depository 4. 5. 6. Foreign governments and official institutions 6. 7. Total (sum of items 1 through 6) (sum of columns A and C must equal Schedule RC, 7. Memoranda Dollar Amounts in Thousands 1. Selected components of total deposits (i.e., sum of item 7, columns A and C): M.1.a. M.1.b. M.1.c. d. Maturity data for brokered deposits: (1) Brokered deposits of $250,000 or less with a remaining maturity of one year or less M.1.d.1. (2) Not applicable (3) Brokered deposits of more than $250,000 with a remaining maturity M.1.d.3. e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. reported in item 3 above which are secured or collateralized as required under state law) M.1.e. f. Estimated amount of deposits obtained through the use of deposit listing services M.1.f. M.1.g. h. Sweep deposits: M.1.h.1. M.1.h.2. M.1.h.3. M.1.h.4. M.1.i. 1 Includes interest-bearing and noninterest-bearing demand deposits. 2 The dollar amount used as the basis for reporting in Memorandum item 1.c reflects the deposit insurance limit in effect on the report date. FFIEC 041 Page 33 of 85 RC-17 Transaction Accounts Nontransaction Accounts (Column A)(Column B)(Column C) Total Transaction Memo: Total Total Accounts (Including Demand Deposits¹Nontransaction Total Demand (Included in Accounts Deposits)Column A)(Including MMDAs) RCON Amount RCON Amount RCON Amount 1. Individuals, partnerships, and corporations.............................................B549 2,706,810 B550 7,733,232 2. U.S. Government.......................................................................................2202 0 2520 0 3. States and political subdivisions in the U.S...............................................2203 713,962 2530 1,514,960 institutions in the U.S...............................................................................B551 113,254 B552 3,701 5. Banks in foreign countries........................................................................2213 0 2236 0 (including foreign central banks)...............................................................2216 0 2377 249 item 13.a)..................................................................................................2215 3,534,026 2210 2,993,203 2385 9,252,142 RCON Amount a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts..........................................................................6835 149,605 b. Total brokered deposits..................................................................................................................................................2365 1,893,741 c. Brokered deposits of $250,000 or less (fully insured brokered deposits) (2)..................................................................HK05 1,893,741 (included in Memorandum item 1.c above)..............................................................................................................HK06 1,534,892 of one year or less (included in Memorandum item 1.b. above)...............................................................................K220 0 (to be completed for the December report only)...........................................................................................................5590 792,639 that are not brokered deposits.......................................................................................................................................K223 0 g. Total reciprocal deposits.................................................................................................................................................JH83 990,540 (1) Fully insured, affiliate sweep deposits.......................................................................................................................MT87 0 (2) Not fully insured, affiliate sweep deposits.................................................................................................................MT89 0 (3) Fully insured, non-affiliate sweep deposits................................................................................................................MT91 2,275,293 (4) Not fully insured, non-affiliate sweep deposits.........................................................................................................MT93 0 i. Total sweep deposits that are not brokered deposits......................................................................................................MT95 897,947 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 159 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-E—Continued Memoranda—Continued Dollar Amounts in Thousands 2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.d must equal item 7, column C above): a. Savings deposits: M.2.a.1. M.2.a.2. M.2.b. M.2.c. M.2.d. e. Individual Retirement Accounts (IRAs) and Keogh Plan accounts of $100,000 or more M.2.e. 3. Maturity and repricing data for time deposits of $250,000 or less: a. Time deposits of $250,000 or less with a remaining maturity or next repricing date of: (1,2) M.3.a.1. M.3.a.2. M.3.a.3. M.3.a.4. b. Time deposits of $250,000 or less with a REMAINING MATURITY of one year or less M.3.b. 4. Maturity and repricing data for time deposits of more than $250,000: a. Time deposits of more than $250,000 with a remaining maturity or next repricing date of: (1,4) M.4.a.1. M.4.a.2. M.4.a.3. M.4.a.4. b. Time deposits of more than $250,000 with a REMAINING MATURITY of one year or less M.4.b. 5. Does your institution offer one or more consumer deposit account products, i.e., transaction account or nontransaction savings account deposit products intended primarily for M.5. Memorandum items 6 and 7 are to be completed by institutions with $1 billion or more in total assets (5) that answered "Yes" to Memorandum item 5 above. Dollar Amounts in Thousands 6. Components of total transaction account deposits of individuals, partnerships, and corporations (sum of Memorandum items 6.a and 6.b must be less than or equal to item 1, column A, above): a. Total deposits in those noninterest-bearing transaction account deposit products intended M.6.a. b. Total deposits in those interest-bearing transaction account deposit products intended M.6.b. 1 Report fixed rate time deposits by remaining maturity and floating rate time deposits by next repricing date. 2 Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E, sum of Memorandum items 2.b and 2.c. 3 Report both fixed-and floating-rate time deposits by remaining maturity. Exclude floating-rate time deposits with a next repricing date of one year or less that have a remaining maturity of over one year. 4 Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E, Memorandum item 2.d. 5 The $1 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. FFIEC 041 Page 34 of 85 RC-18 RCON Amount (1) Money market deposit accounts (MMDAs)...............................................................................................................6810 6,267,078 (2) Other savings deposits (excludes MMDAs)................................................................................................................0352 591,850 b. Total time deposits of less than $100,000......................................................................................................................6648 898,043 c. Total time deposits of $100,000 through $250,000........................................................................................................J473 703,179 d. Total time deposits of more than $250,000 (sum of Memoranda items 4.a.(1) through 4.a.(4) below)........................J474 791,993 included in Memorandum items 2.c and 2.d above.......................................................................................................F233 74,390 (1) Three months or less.................................................................................................................................................HK07 425,998 (2) Over three months through 12 months.....................................................................................................................HK08 736,932 (3) Over one year through three years............................................................................................................................HK09 319,350 (4) Over three years........................................................................................................................................................HK10 118,943 (included in Memorandum items 3.a.(1) and 3.a.(2) above) (3).....................................................................................HK11 1,162,930 (1) Three months or less.................................................................................................................................................HK12 314,615 (2) Over three months through 12 months.....................................................................................................................HK13 410,668 (3) Over one year through three years............................................................................................................................HK14 65,937 (4) Over three years........................................................................................................................................................HK15 773 (included in Memorandum items 4.a.1 and 4.a.2 above) (3)..........................................................................................K222 725,283 RCON YES / NO individuals for personal, household, or family use?...........................................................................................................P752 YES RCON Amount primarily for individuals for personal, household, or family use....................................................................................P753 625,408 primarily for individuals for personal, household, or family use....................................................................................P754 258,369 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 160 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-E—Continued Memoranda—Continued Dollar Amounts in Thousands 7. Components of total nontransaction account deposits of individuals, partnerships, and corporations (sum of Memorandum items 7.a.(1), 7.a.(2), 7.b.(1), and 7.b.(2) plus all time deposits of individuals, partnerships, and corporations must equal item 1, column C, above): a. Money market deposit accounts (MMDAs) of individuals, partnerships, and corporations (sum of Memorandum items 7.a.(1) and 7.a.(2) must be less than or equal to Memorandum item 2.a.(1) above): (1) Total deposits in those MMDA deposit products intended primarily for individuals M.7.a.1. M.7.a.2. b. Other savings deposit accounts of individuals, partnerships, and corporations (sum of Memorandum items 7.b.(1) and 7.b.(2) must be less than or equal to Memorandum item 2.a.(2) above): (1) Total deposits in those other savings deposit account deposit products intended M.7.b.1. (2) Deposits in all other savings deposit accounts of individuals, partnerships, and M.7.b.2. FFIEC 041 Page 35 of 85 RC-19 RCON Amount for personal, household, or family use......................................................................................................................P756 1,102,858 (2) Deposits in all other MMDAs of individuals, partnerships, and corporations...........................................................P757 3,731,771 primarily for individuals for personal, household, or family use...............................................................................P758 552,740 corporations...............................................................................................................................................................P759 37,796 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 161 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-F—Other Assets¹ Dollar Amounts in Thousands 1. 2. 3. 4. 5. Life insurance assets: 5.a. 5.b. 5.c. 6. 6.a. 6.b. c. Derivatives with a positive fair value held for purposes other than 6.c. d. Not applicable 6.e. 6.f. 6.g. h.6.h. i.6.i. j.6.j. 7. 1 Institutions that have adopted ASU 2016-13 should report asset amounts in Schedule RC-F net of any applicable allowance for credit losses. 2 Includes accrued interest receivable on loans, leases, debt securities, and other interest-bearing assets. Exclude accrued interest receivable on interest-bearing assets that is reported elsewhere on the balance sheet. 3 See discussion of deferred income taxes in Glossary entry on “income taxes.” 4 Report interest-only strips receivable in the form of a security as available-for-sale securities in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5, as appropriate. 5 Includes Federal Reserve stock, Federal Home Loan Bank stock, and bankers’ bank stock. Schedule RC-G—Other Liabilities Dollar Amounts in Thousands 1.a.1.a. b.1.b. 2.2. 3.3. 4.All other liabilities 4. a.4.a. b.4.b. c.4.c. d.4.d. e.4.e. f.4.f. g.4.g. h.4.h. 5.5. 1 For savings banks, include “dividends” accrued and unpaid on deposits. 2 See discussion of deferred income taxes in Glossary entry on “income taxes.” 3 Institutions that have adopted ASU 2016-13 should report in item 3 the allowance for credit losses on those off-balance sheet credit exposures that fall within the scope of the standard. FFIEC 041 Page 36 of 85 RC-20 RCON Amount 1. Accrued interest receivable (2)...........................................................................................................................................B556 63,609 2. Net deferred tax assets (3).................................................................................................................................................2148 0 3. Interest-only strips receivable (not in the form of a security) (4).......................................................................................HT80 0 4. Equity investments without readily determinable fair values (5).......................................................................................1752 93,602 a. General account life insurance assets.............................................................................................................................K201 240,882 b. Separate account life insurance assets...........................................................................................................................K202 0 c. Hybrid account life insurance assets...............................................................................................................................K270 8,307 6. All other assets (itemize and describe amounts greater than $100,000 that exceed 25% of this item)............................2168 200,413 a. Prepaid expenses.......................................................................................................................2166 22,843 b. Repossessed personal property (including vehicles).................................................................1578 0 trading........................................................................................................................................C010 0 e. Computer software....................................................................................................................FT33 0 f. Accounts receivable....................................................................................................................FT34 0 g. Receivables from foreclosed government-guaranteed mortgage loans.....................................FT35 0 TEXT 3549 Hedge Margin Trading Account and Unrealized gain on Hedge 3549 50,447 TEXT 3550 3550 0 TEXT 3551 3551 0 7. Total (sum of items 1 through 6) ( must equal Schedule RC, item 11)...............................................................................2160 606,813 RCON Amount Interest accrued and unpaid on deposits (1)................................................................................................................3645 4,568 Other expenses accrued and unpaid (includes accrued income taxes payable)...........................................................3646 19,703 Net deferred tax liabilities (2)............................................................................................................................................3049 27,546 Allowance for credit losses on off-balance sheet credit exposures (3)..............................................................................B557 2,319 (itemize and describe amounts greater than $100,000 that exceed 25% of this item).....................................................2938 73,609 Accounts payable.....................................................................................................................3066 0 Deferred compensation liabilities............................................................................................C011 26,063 Dividends declared but not yet payable...................................................................................2932 0 Derivatives with a negative fair value held for purposes other than trading...........................C012 0 Operating lease liabilities.........................................................................................................LB56 13,997 TEXT 3552 3552 0 TEXT 3553 3553 0 TEXT 3554 3554 0 Total (sum of items 1 through 4) (must equal Schedule RC, item 20)................................................................................2930 127,745 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 162 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-K—Quarterly Averages¹ Dollar Amounts in Thousands Assets 1. 2. U.S. Treasury securities and U.S. Government agency obligations (2) 2. 3. 4.All other debt securities (2) and equity securities with readily determinable fair values not held for 4. 5. 6. Loans: 6.a. b. Loans secured by real estate: 6.b.1. 6.b.2. 6.c. d. Loans to individuals for household, family, and other personal expenditures: 6.d.1. (2) Other (includes revolving credit plans other than credit cards, 6.d.2. Item 7 is to be completed by (1) banks that reported total trading assets of $10 million or more in any of the four preceding calendar quarters and (2) all banks meeting the FDIC's definition of a large or highly complex institution for deposit insurance assessment purposes. 7. 8. 9. Liabilities 10. Interest-bearing transaction accounts (interest-bearing demand deposits, NOW accounts, 10. 11. Nontransaction accounts: 11.a. 11.b. 11.c. 12. 13. To be completed by banks with $100 million or more in total assets: (5) 13. 1 For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter). 2 Quarterly averages for all debt securities should be based on amortized cost. 3 Quarterly averages for equity securities with readily determinable fair values should be based on fair value. 4 The quarterly average for total assets should reflect securities not held for trading as follows: a) Debt securities at amortized cost. b) Equity securities with readily determinable fair values at fair value. c) Equity investments without readily determinable fair values at their balance sheet carrying values (i.e., fair value or, if elected, cost minus impairment, if any, plus or minus changes resulting from observable price changes). 5 The $100 million asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. FFIEC 041 Page 37 of 85 RC-21 RCON Amount 1. Interest-bearing balances due from depository institutions..............................................................................................3381 197,694 (excluding mortgage-backed securities)............................................................................................................................B558 162,853 3. Mortgage-backed securities (2)..........................................................................................................................................B559 734,424 trading purposes (3)...........................................................................................................................................................B560 843,080 5. Federal funds sold and securities purchased under agreements to resell.........................................................................3365 645,136 a. Total loans.......................................................................................................................................................................3360 12,376,889 (1) Loans secured by 1-4 family residential properties...................................................................................................3465 5,409,667 (2) All other loans secured by real estate........................................................................................................................3466 5,722,943 c. Commercial and industrial loans.....................................................................................................................................3387 963,790 (1) Credit cards................................................................................................................................................................B561 0 automobile loans, and other consumer loans)..........................................................................................................B562 160,476 7. Trading Assets.....................................................................................................................................................................3401 0 8. Lease financing receivables (net of unearned income)......................................................................................................3484 6,275 9. Total assets (4)....................................................................................................................................................................3368 16,101,972 ATS accounts, and telephone and preauthorized transfer accounts)................................................................................3485 2,403,756 a. Savings deposits (includes MMDAs)..............................................................................................................................B563 7,646,237 b. Time deposits of $250,000 or less................................................................................................................................HK16 1,616,046 c. Time deposits of more than $250,000..........................................................................................................................HK17 738,276 12. Federal funds purchased and securities sold under agreements to repurchase..............................................................3353 72,063 Other borrowed money (includes mortgage indebtedness).............................................................................................3355 1,735,844 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 163 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-K—Quarterly Averages¹—Continued Memorandum Dollar Amounts in Thousands Memorandum item 1 is to be completed by:² • banks with $300 million or more in total assets, and • banks with less than $300 million in total assets that have loans to finance agricultural production production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans. 1.M.1. 1 For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter). 2 The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2022, Report of Condition. FFIEC 041 Page 38 of 85 RC-22 RCON Amount Loans to finance agricultural production and other loans to farmers...............................................................................3386 61,144 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 164 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-L—Derivatives and Off-Balance Sheet Items Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk. Dollar Amounts in Thousands 1. Unused commitments: 1.a. Item 1.a.(1) is to be completed for the December report only. (1) Unused commitments for reverse mortgages outstanding that are held for investment 1.a.1. 1.b. Items 1.b.(1) and 1.b.(2) are to be completed semiannually in the June and December reports only by banks with either $300 million or more in total assets or $300 million or more in credit card lines¹ (sum of items 1.b.(1) and 1.b.(2) must equal item 1.b). 1.b.1. 1.b.2. c. Commitments to fund commercial real estate, construction, and land development loans: (1) Secured by real estate: 1.c.1.a. (b) Commercial real estate, other construction loan, and land development loan 1.c.1.b. 1.c.2. 1.d. e. Other unused commitments: 1.e.1. 1.e.2. 1.e.3. 2. Item 2.a is to be completed by banks with $1 billion or more in total assets.¹ 2.a. 3. Item 3.a is to be completed by banks with $1 billion or more in total assets.¹ 3.a. 4. 5. Not applicable 6. Securities lent and borrowed: a.Securities lent (including customers' securities lent where the customer is indemnified against 6.a. 6.b. 7. Credit derivatives: a.Notional amounts: 7.a.1. 7.a.2. 7.a.3. 7.a.4. 1 The asset-size tests and the $300 million credit card lines test are based on the total assets and credit card lines reported on the June 30, 2022, Report of Condition. FFIEC 041 Page 39 of 85 RC-23 RCON Amount a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home equity lines..................................3814 206,624 (included in item 1.a. above)....................................................................................................................................HT72 0 b. Credit card lines..............................................................................................................................................................3815 0 (1) Unused consumer credit card lines...........................................................................................................................J455 0 (2) Other unused credit card lines..................................................................................................................................J456 0 (a) 1-4 family residential construction loan commitments........................................................................................F164 531,820 commitments.......................................................................................................................................................F165 1,525,883 (2) NOT secured by real estate ......................................................................................................................................6550 0 d. Securities underwriting...................................................................................................................................................3817 0 (1) Commercial and industrial loans...............................................................................................................................J457 417,955 (2) Loans to financial institutions...................................................................................................................................J458 0 (3) All other unused commitments................................................................................................................................J459 81,668 2. Financial standby letters of credit......................................................................................................................................3819 12,490 a. Amount of financial standby letters of credit conveyed to others.............................................3820 0 3. Performance standby letters of credit................................................................................................................................3821 14,850 a. Amount of performance standby letters of credit conveyed to others......................................3822 0 4. Commercial and similar letters of credit............................................................................................................................3411 0 loss by the reporting bank)............................................................................................................................................3433 0 b. Securities borrowed.......................................................................................................................................................3432 0 (Column A)(Column B) Sold Protection Purchased Protection RCON Amount RCON Amount (1) Credit default swaps.......................................................................C968 0 C969 0 (2) Total return swaps..........................................................................C970 0 C971 0 (3) Credit options.................................................................................C972 0 C973 0 (4) Other credit derivatives.................................................................C974 53,304 C975 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 165 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-L—Continued Dollar Amounts in Thousands 7. b. Gross fair values: 7.b.1. 7.b.2 7. c. Notional amounts by regulatory capital treatment: ¹ (1) Positions covered under the Market Risk Rule: 7.c.1.a. 7.c.1.b. (2) All other positions: 7.c.2.a. (b) Purchased protection that is recognized as a guarantee for regulatory capital 7.c.2.b. (c) Purchased protection that is not recognized as a guarantee for regulatory capital 7.c.2.c. Dollar Amounts in Thousands 7.d.Notional amounts by remaining maturity: (1) Sold credit protection: ² 7.d.1.a. 7.d.1.b. (2) Purchased credit protection: ³ 7.d.2.a. 7.d.2.b. 8.Not applicable 9.All other off-balance sheet liabilities (exclude derivatives) (itemize and describe each component 9. a.Not applicable b.9.b. c.Standby letters of credit issued by another party (e.g., a Federal 9.c. d. 9.d. e. 9.e. f. 9.f. 10. All other off-balance sheet assets (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, 10. a.10.a. b.10.b. c.10.c. d.10.d. e.10.e. 1 Sum of items 7.c.(1)(a) and 7.c.(2)(a) must equal sum of items 7.a.(1) through (4), column A. Sum of items 7.c.(1)(b), 7.c.(2)(b), and 7.c.(2)(c) must equal sum of items 7.a.(1) through (4), column B. 2 Sum of items 7.d.(1)(a) and (b), columns A through C, must equal sum of items 7.a.(1) through (4), column A. 3 Sum of items 7.d.(2)(a) and (b), columns A through C, must equal sum of items 7.a.(1) through (4), column B. FFIEC 041 Page 40 of 85 RC-24 (Column A)(Column B) Sold Protection Purchased Protection RCON Amount RCON Amount (1) Gross positive fair value.................................................................C219 0 C221 0 (2) Gross negative fair value................................................................C220 24 C222 0 RCON Amount (a) Sold protection ...................................................................................................................................................G401 0 (b) Purchased protection .........................................................................................................................................G402 0 (a) Sold protection ...................................................................................................................................................G403 53,304 purposes .............................................................................................................................................................G404 0 purposes .............................................................................................................................................................G405 0 Remaining Maturity of: (Column A) (Column B) (Column C) One Year or Less Over One Year Over Five Years Through Five Years RCON Amount RCON Amount RCON Amount (a) Investment grade.......................................................................G406 0 G407 0 G408 0 (b) Subinvestment grade ................................................................G409 0 G410 53,304 G411 0 (a) Investment grade.......................................................................G412 0 G413 0 G414 0 (b) Subinvestment grade ................................................................G415 0 G416 0 G417 0 RCON Amount of this item over 25% of Schedule RC, item 27.a, "Total bank equity capital") .................................................................3430 1,813,550 Commitments to purchase when-issued securities .................................................................3434 0 Home Loan Bank) on the bank's behalf ...................................................................................C978 1,813,550 TEXT 3555 3555 0 TEXT 3556 3556 0 TEXT 3557 3557 0 item 27.a, "Total bank equity capital") ........................................................................................5591 0 Commitments to sell when-issued securities ..........................................................................3435 0 TEXT 5592 5592 0 TEXT 5593 5593 0 TEXT 5594 5594 0 TEXT 5595 5595 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 166 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-L—Continued Dollar Amounts in Thousands Items 11.a and 11.b are to be completed semiannually in the June and December reports only. 11. Year-to-date merchant credit card sales volume: 11.a. 11.b. Dollar Amounts in Thousands Derivatives Position Indicators 12. Gross amounts (e.g., notional amounts) (for each column, sum of items 12.a through 12.e must equal sum of items 13 and 14): 12.a. 12.b. c. Exchange-traded option contracts: 12.c.1. 12.c.2. d. Over-the-counter option contracts: 12.d.1. 12.d.2. 12.e. 13. Total gross notional amount of derivative contracts held for 13. 14. Total gross notional amount of derivative contracts held for 14. a. Interest rate swaps where the bank has agreed to pay 14.a. 15. Gross fair values of derivative contracts: a. Contracts held for trading: 15.a.1. 15.a.2 b. Contracts held for purposes other than trading: 15.b.1. 15.b.2. FFIEC 041 Page 41 of 85 RC-25 RCON Amount a. Sales for which the reporting bank is the acquiring bank .......................................................................................C223 0 b. Sales for which the reporting bank is the agent bank with risk ..............................................................................C224 0 (Column A)(Column B)(Column C)(Column D) Interest Rate Foreign Exchange Equity Derivative Commodity and Contracts Contracts Contracts Other Contracts Amount Amount Amount Amount RCON 8693 RCON 8694 RCON 8695 RCON 8696 a. Futures contracts..............................................................350,000 0 0 0 RCON 8697 RCON 8698 RCON 8699 RCON 8700 b. Forward contracts.............................................................74,958 0 0 0 RCON 8701 RCON 8702 RCON 8703 RCON 8704 (1) Written options............................................................60,000 0 0 0 RCON 8705 RCON 8706 RCON 8707 RCON 8708 (2) Purchased options.......................................................15,000 0 0 0 RCON 8709 RCON 8710 RCON 8711 RCON 8712 (1) Written options............................................................67,976 0 0 0 RCON 8713 RCON 8714 RCON 8715 RCON 8716 (2) Purchased options.......................................................0 0 0 0 RCON 3450 RCON 3826 RCON 8719 RCON 8720 e. Swaps................................................................................2,501,000 0 0 0 RCON A126 RCON A127 RCON 8723 RCON 8724 trading..................................................................................0 0 0 0 RCON 8725 RCON 8726 RCON 8727 RCON 8728 purposes other than trading.................................................3,068,934 0 0 0 RCON A589 a fixed rate........................................................................2,501,000 RCON 8733 RCON 8734 RCON 8735 RCON 8736 (1) Gross positive fair value...............................................0 0 0 0 RCON 8737 RCON 8738 RCON 8739 RCON 8740 (2) Gross negative fair value..............................................0 0 0 0 RCON 8741 RCON 8742 RCON 8743 RCON 8744 (1) Gross positive fair value...............................................10,850 0 0 0 RCON 8745 RCON 8746 RCON 8747 RCON 8748 (2) Gross negative fair value..............................................553 0 0 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 167 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-L—Continued Dollar Amounts in Thousands Item 16 is to be completed only by banks with total assets of $10 billion or more.¹ 16. Over-the counter derivatives: 16.a. b. Fair value of collateral: 16.b.1. 16.b.2. 16.b.3. (4) through (6) Not applicable 16.b.7. (8) Total fair value of collateral 16.b.8. 1 The $10 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. FFIEC 041 Page 42 of 85 RC-26 (Column A)(Columns B - D)(Column E) Banks and Securities Not applicable Corporations and All Firms Other Counterparties RCON Amount RCON Amount a. Net current credit exposure................................................................................G418 893 G422 0 (1) Cash—U.S. dollar...........................................................................................G423 0 G427 0 (2) Cash—Other currencies................................................................................G428 0 G432 0 (3) U.S. Treasury securities.................................................................................G433 0 G437 0 (7) All other collateral.........................................................................................G453 0 G457 0 (sum of items 16.b.(1) through (7))...............................................................G458 0 G462 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 168 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-M—Memoranda Dollar Amounts in Thousands 1.Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date: a. Aggregate amount of all extensions of credit to all executive officers, directors, principal 1.a. b. Number of executive officers, directors, and principal shareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $500,000 or 5 1.b. 2. Intangible assets: 2.a. 2.a.1. 2.b. 2.c. 2.d. 3.Other real estate owned: a.3.a. b.3.b. c.3.c. d. 3.d. e.3.e. f.3.f. 4.Cost of equity securities with readily determinable fair values not held for trading 4. 5.Other borrowed money: a.Federal Home Loan Bank advances: (1) Advances with a remaining maturity or next repricing date of: (2) 5.a.1.a. 5.a.1.b. 5.a.1.c. 5.a.1.d. (2) Advances with a REMAINING MATURITY of one year or less 5.a.2. 5.a.3. b.Other borrowings: (1) Other borrowings with a remaining maturity or next repricing date of: (4) 5.b.1.a. 5.b.1.b. 5.b.1.c. 5.b.1.d. (2) Other borrowings with a REMAINING MATURITY of one year or less 5.b.2. c.Total (sum of items 5.a.(1)(a)–(d) and items 5.b.(1)(a)–(d)) 5.c. 1 Item 4 is to be completed only by insured state banks that have been approved by the FDIC to hold grandfathered equity investments. See instructions for this item and the Glossary entry for "Securities Activities" for further detail on accounting for investments in equity securities. 2 Report fixed rate advances by remaining maturity and floating-rate advances by next repricing date. 3 Report both fixed and floating-rate advances by remaining maturity. Exclude floating-rate advances with a next repricing date of one year or less that have a remaining maturity of over one year. 4 Report fixed rate other borrowings by remaining maturity and floating-rate other borrowings by next repricing date. 5 Report both fixed and floating-rate other borrowings by remaining maturity. Exclude floating-rate other borrowings with a next repricing date of one year or less that have a remaining maturity of over one year. FFIEC 041 Page 43 of 85 RC-27 RCON Amount shareholders, and their related interests.......................................................................................................................6164 38,320 Number percent of total capital as defined for this purpose in agency regulations..............................6165 5 a. Mortgage servicing assets..............................................................................................................................................3164 176,059 (1) Estimated fair value of mortgage servicing assets..............................................................A590 176,059 b. Goodwill.........................................................................................................................................................................3163 17,989 c. All other intangible assets..............................................................................................................................................JF76 31,840 d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10).....................................................................2143 225,888 Construction, land development, and other land.........................................................................................................5508 3,518 Farmland.......................................................................................................................................................................5509 0 1-4 family residential properties...................................................................................................................................5510 17 Multifamily (5 or more) residential properties.............................................................................................................5511 0 Nonfarm nonresidential properties..............................................................................................................................5512 0 Total (sum of items 3.a through 3.e) (must equal Schedule RC, item 7).......................................................................2150 3,535 (the fair value of which is reported in Schedule RC, item 2.c) (1)......................................................................................JA29 8 (a) One year or less...................................................................................................................................................F055 479,106 (b) Over one year through three years.....................................................................................................................F056 919,394 (c) Over three years through five years....................................................................................................................F057 474,179 (d) Over five years....................................................................................................................................................F058 8,837 (included in item 5.a.(1)(a) above) (3).....................................................................................................................2651 479,105 (3) Structured advances (included in items 5.a.(1)(a) - (d) above)................................................................................F059 0 (a) One year or less...................................................................................................................................................F060 0 (b) Over one year through three years.....................................................................................................................F061 0 (c) Over three years through five years....................................................................................................................F062 0 (d) Over five years....................................................................................................................................................F063 41,290 (included in item 5.b.(1)(a) above) (5)......................................................................................................................B571 0 (must equal Schedule RC, item 16)...............................................................................................................................3190 1,922,806 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 169 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-M—Continued Dollar Amounts in Thousands 6.6. 7.7. 8.Internet Website addresses and physical office trade names: a.Uniform Resource Locator (URL) of the reporting institution’s primary Internet Web site (home page), if any (Example: www.examplebank.com): http://8.a. b.URLs of all other public-facing Internet websites that the reporting institution uses to accept or solicit deposits from the public, if any (Example: www.examplebank.biz):¹ (1) http://8.b.1. (2) http://8.b.2. (3) http://8.b.3. (4) http://8.b.4. (5) http://8.b.5. (6) http://8.b.6. (7) http://8.b.7. (8) http://8.b.8. (9) http://8.b.9. (10)http://8.b.10. c.Trade names other than the reporting institution’s legal title used to identify one or more of the institution’s physical offices at which deposits are accepted or solicited from the public, if any: (1) 8.c.1. (2) 8.c.2. (3) 8.c.3. (4) 8.c.4. (5) 8.c.5. (6) 8.c.6. Item 9 is to be completed annually in the December report only. 9.Do any of the bank's Internet websites have transactional capability, i.e., allow the 9. 10. Secured liabilities: 10.a. b. Amount of "Other borrowings" that are secured 10.b. 11. Does the bank act as trustee or custodian for Individual Retirement Accounts, Health 11. 12. Does the bank provide custody, safekeeping, or other services involving the acceptance 12. 1 Report only highest level URLs (for example, report www.examplebank.biz, but do not also report www.examplebank.biz/checking). Report each top level domain name used (for example, report both www.examplebank.biz and www.examplebank.net). FFIEC 041 Page 44 of 85 RC-28 RCON YES / NO Does the reporting bank sell private label or third-party mutual funds and annuities?....................................................B569 YES RCON Amount Assets under the reporting bank's management in proprietary mutual funds and annuities...........................................B570 0 TEXT 4087 www.firstunitedbank.com TE01 N528 TE02 N528 TE03 N528 TE04 N528 TE05 N528 TE06 N528 TE07 N528 TE08 N528 TE09 N528 TE10 N528 TE01 N529 TE02 N529 TE03 N529 TE04 N529 TE05 N529 TE06 N529 RCON YES / NO bank's customers to execute transactions on their accounts through the website?.........................................................4088 YES a. Amount of "Federal funds purchased" that are secured RCON Amount (included in Schedule RC, item 14.a)............................................................................................................................F064 0 (included in Schedule RC-M, items 5.b.(1)(a) - (d))......................................................................................................F065 41,290 RCON YES / NO Savings Accounts, and other similar accounts?...............................................................................................................G463 NO of orders for the sale or purchase of securities?.............................................................................................................G464 NO Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 170 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-M—Continued Dollar Amounts in Thousands 13. Portion of covered other real estate owned that is protected by FDIC loss-sharing 13. Items 14.a and 14.b are to be completed annually in the December report only. 14. Captive insurance and reinsurance subsidiaries: 14.a. 14.b. Item 15 is to be completed by institutions that are required or have elected to be treated as a Qualified Thrift Lender. 15. Qualified Thrift Lender (QTL) test: a. Does the institution use the Home Owners' Loan Act (HOLA) QTL test or the Internal Revenue Service Domestic Building and Loan Association (IRS DBLA) test to determine 15.a. b. Has the institution been in compliance with the HOLA QTL test as of each month end 15.b. Item 16.a and, if appropriate, items 16.b.(1) through 16.b.(3) are to be completed annually in the December report only. 16. International remittance transfers offered to consumers:² a. 16.a. Items 16.b.(1) through 16.b.(3) are to be completed by institutions that reported 501 or more international remittance transfers in item 16.a in either or both of the current report or the most recent prior report in which item 16.a was required to be completed. b. 16.b.1. (2) Estimated number of international remittance transfers for which your 16.b.2. (3) Estimated number of international remittance transfers for which your 16.b.3. 17. U.S. Small Business Administration Paycheck Protection Program (PPP) loans³ and the Federal Reserve PPP Liquidity Facility (PPPLF): 17.a. 17.b. 17.c. with a remaining maturity of: 17.d.1. 17.d.2. 17.e. 1 Report total assets before eliminating intercompany transactions between the consolidated insurance or reinsurance subsidiary and other offices or consolidated subsidiaries of the reporting bank. 2 Report information about international electronic transfers of funds offered to consumers in the United States that: (a) are "remittance transfers" as defined by subpart B of Regulation E (12 CFR § 1005.30(e)), or (b) would qualify as "remittance transfers" under subpart B of Regulation E (12 CFR § 1005.30(e)) but are excluded from that definition only because the provider is not providing those transfers in the normal course of its business. See 12 CFR § 1005.30(f). For purposes of this item 16, such transfers are referred to as international remittance transfers. Exclude transfers sent by your institution as a correspondent bank for other providers. Report information only about transfers for which the reporting institution is the provider. 3 Paycheck Protection Program (PPP) covered loans as defined in sections 7(a)(36) and 7(a)(37) of the Small Business Act (15 U.S.C. 636(a)(36) and (37)). FFIEC 041 Page 45 of 85 RC-29 RCON Amount agreements (included in Schedule RC, item 7)..........................................................................................................K192 0 a. Total assets of captive insurance subsidiaries (1).........................................................................................................K193 0 b. Total assets of captive reinsurance subsidiaries (1).....................................................................................................K194 0 Number its QTL compliance? (for the HOLA QTL test, enter 1; for the IRS DBLA test, enter 2)..................................................L133 NR YES / NO during the quarter or the IRS DBLA test for its most recent taxable year, as applicable?............................................L135 NR Estimated number of international remittance transfers provided by your institution Number during the calendar year ending on the report date.....................................................................................................N523 1,111 Estimated dollar value of remittance transfers provided by your institution and usage of regulatory exceptions during the calendar year ending on the report date:Amount (1) Estimated dollar value of international remittance transfers..................................................................................N524 16,951 Number institution applied the permanent exchange rate exception...................................................................................MM07 159 institution applied the permanent covered third-party fee exception....................................................................MQ52 1,111 a. Number of PPP loans outstanding.................................................................................................................................LG26 32 Amount b. Outstanding balance of PPP loans.................................................................................................................................LG27 1,705 c. Outstanding balance of PPP loans pledged to the PPPLF...............................................................................................LG28 0 d. Outstanding balance of borrowings from Federal Reserve Banks under the PPPLF (1) One year or less.......................................................................................................................................................LL59 0 (2) More than one year.................................................................................................................................................LL60 0 e. Quarterly average amount of PPP loans pledged to the PPPLF and excluded from "Total assets for the leverage ratio" reported in Schedule RC-R, Part I, item 30............................................................LL57 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 171 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-N—Past Due and Nonaccrual Loans, Leases, and Other Assets Dollar Amounts in Thousands 1.Loans secured by real estate: a. Construction, land development, and other land loans: 1.a.1. (2) Other construction loans and all land 1.a.2. 1.b. c. Secured by 1-4 family residential properties: (1) Revolving, open-end loans secured by 1-4 family residential properties and 1.c.1. (2) Closed-end loans secured by 1-4 family residential properties: 1.c.2.a. 1.c.2.b. d. Secured by multifamily (5 or more) residential 1.d. e. Secured by nonfarm nonresidential properties: (1) Loans secured by owner-occupied 1.e.1. (2) Loans secured by other nonfarm 1.e.2. 2.Loans to depository institutions and 2. 3.Not applicable 4.4. 5.Loans to individuals for household, family, and other personal expenditures: 5.a. 5.b. c. Other (includes revolving credit plans other 5.c. 6.Not applicable 7.7. 8.8. 9.9. 10. Debt securities and other assets (exclude other 10. 1 Includes past due and nonaccrual “Loans to finance agricultural production and other loans to farmers,” “Obligations (other than securities and leases) of states and political subdivisions in the U.S.,” and “Loans to nondepository financial institutions and other loans.” FFIEC 041 Page 46 of 85 RC-30 (Column A) (Column B)(Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruing accruing RCON Amount RCON Amount RCON Amount (1) 1-4 family residential construction loans........................................F172 3,122 F174 0 F176 2,244 development and other land loans.................................................F173 1,625 F175 0 F177 4,134 b. Secured by farmland............................................................................3493 3,237 3494 0 3495 1,363 extended under lines of credit.......................................................5398 3,576 5399 0 5400 1,170 (a)Secured by first liens..................................................................C236 22,410 C237 41,290 C229 28,206 (b) Secured by junior liens.............................................................C238 106 C239 0 C230 1,430 properties............................................................................................3499 52,201 3500 0 3501 3,719 nonfarm nonresidential properties................................................F178 2,104 F180 0 F182 2,409 nonresidential properties...............................................................F179 0 F181 0 F183 27,841 acceptances of other banks.....................................................................B834 0 B835 0 B836 0 Commercial and industrial loans..............................................................1606 2,713 1607 0 1608 15,457 a. Credit cards..........................................................................................B575 0 B576 0 B577 0 b. Automobile loans.................................................................................K213 866 K214 0 K215 349 than credit cards and other consumer loans).......................................K216 984 K217 0 K218 575 All other loans (1).....................................................................................5459 832 5460 43 5461 656 Lease financing receivables......................................................................1226 0 1227 0 1228 0 Total loans and leases (sum of items 1 through 8)...................................1406 93,776 1407 41,333 1403 89,553 real estate owned and other repossessed assets)..................................3505 0 3506 0 3507 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 172 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-N—Continued Amounts reported by loan and lease category in Schedule RC-N, items 1 through 8, include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in items 11 and 12 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 through 8. Dollar Amounts in Thousands 11. Loans and leases reported in items 1 through 8 above that are wholly or partially guaranteed by the U.S. Government, excluding loans and leases covered by loss-sharing agreements 11. a. Guaranteed portion of loans and leases included in item 11 above, excluding 11.a. b. Rebooked "GNMA loans" that have been repurchased or are eligible for repurchase 11.b. 12. Portion of covered loans and leases reported in item 9 above that is protected by FDIC loss- 12. FFIEC 041 Page 47 of 85 RC-31 (Column A) (Column B)(Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruing accruing RCON Amount RCON Amount RCON Amount with the FDIC..........................................................................................K036 5,791 K037 41,290 K038 13,896 rebooked "GNMA loans"....................................................................K039 2,433 K040 0 K041 6,941 included in item 11 above..................................................................K042 3,259 K043 41,290 K044 6,262 sharing agreements...........................................................................K102 0 K103 0 K104 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 173 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-N—Continued Memoranda Dollar Amounts in Thousands 1. Loans restructured in troubled debt restructurings included in Schedule RC-N, items 1 through 7, above (and not reported in Schedule RC-C, Part I, Memorandum item 1): a. Construction, land development, and other land loans: M.1.a.1. (2) Other construction loans and all land M.1.a.2. b. Loans secured by 1-4 family residential M.1.b. c. Secured by multifamily (5 or more) M.1.c. d. Secured by nonfarm nonresidential properties: (1) Loans secured by owner-occupied M.1.d.1. (2) Loans secured by other nonfarm M.1.d.2. M.1.e. Memorandum items 1.e.(1) and (2) are to be completed by banks with $300 millon or more in total assets (sum of Memorandum items 1.e.(1) and (2) must equal Memorandum item 1.e):¹ M.1.e.1. M.1.e.2. f. All other loans (include loans to individuals for household, family, and M.1.f. Itemize loan categories included in Memorandum item 1.f, above that exceed 10% of total loans restructured in troubled debt restructurings that are past due 30 days or more or in nonaccural status (sum of Memorandum items 1.a through 1.e plus 1.f, columns A through C): M.1.f.1. (2) and (3) Not applicable 1 The $300 million asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. FFIEC 041 Page 48 of 85 RC-32 (Column A) (Column B)(Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruing accruing RCON Amount RCON Amount RCON Amount (1) 1-4 family residential construction loans.........................................K105 0 K106 0 K107 900 development and other land loans..................................................K108 0 K109 0 K110 2,979 properties.............................................................................................F661 0 F662 0 F663 2,014 residential properties...........................................................................K111 0 K112 0 K113 2,324 nonfarm nonresidential properties..................................................K114 0 K115 0 K116 443 nonresidential properties.................................................................K117 0 K118 0 K119 0 e. Commercial and industrial loans...........................................................K257 0 K258 0 K259 10,357 (1) To U.S. addressees (domicile)...........................................................K120 0 K121 0 K122 10,357 (2) To non-U.S. addressees (domicile)...................................................K123 0 K124 0 K125 0 other personal expenditures).................................................................K126 0 K127 0 K128 347 (1) Loans secured by farmland..............................................................K130 0 K131 0 K132 347 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 174 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-N—Continued Memoranda—Continued Dollar Amounts in Thousands 1. f. (4) Loans to individuals for household, family, and other personal expenditures: M.1.f.4.a. M.1.f.4.b. (c) Other (includes revolving credit plans other than credit cards and other M.1.f.4.c. Memorandum item 1.f.5. is to be completed by: ¹ • Banks with $300 million or more in total assets • Banks with less than $300 milion in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans (5) Loans to finance agricultural pro- duction and other loans to farmers included in Schedule RC-N, M.1.f.5. 1.g. Total loans restructured in troubled debt restructurings included in Schedule RC-N items 1 through 7, above (sum of Memorandum M.1.g. 2.Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in M.2. 3.Memorandum items 3.a through 3.d are to be completed by banks with $300 million or more in total assets:¹ a. Loans secured by real estate to non-U.S. addressees (domicile) (included in M.3.a. b. Loans to and acceptances of foreign banks M.3.b. c. Commercial and industrial loans to non- U.S. addressees (domicile) (included in M.3.c. 1 The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2022, Report of Condition. 2 Exclude amounts reported in Memorandum items 1.e.(1), 1.e.(2), and 1.f.(1) through 1.f.(5) when calculating the total in Memorandum item 1.g. FFIEC 041 Page 49 of 85 RC-33 (Column A) (Column B)(Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruing accruing RCON Amount RCON Amount RCON Amount (a) Credit cards.................................................................................K274 0 K275 0 K276 0 (b) Automobile loans........................................................................K277 0 K278 0 K279 0 consumer loans).........................................................................K280 0 K281 0 K282 0 Memorandum item 1.f, above.........................................................K138 0 K139 0 K140 0 items 1.a.(1) through 1.e plus 1.f) (2).....................................................HK26 0 HK27 0 HK28 19,364 Schedule RC-N, items 4 and 7, above.......................................................6558 0 6559 0 6560 0 Schedule RC-N, item 1, above).............................................................1248 0 1249 0 1250 0 (included in Schedule RC-N, item 2, above).........................................5380 0 5381 0 5382 0 Schedule RC-N, item 4, above).............................................................1254 0 1255 0 1256 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 175 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-N—Continued Memoranda—Continued Dollar Amounts in Thousands 3 d. Leases to individuals for household, family, and other personal expenditures (included M.3.d. Memorandum item 4 is to be completed by:¹ • banks with $300 million or more in total assets • banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans: 4.Loans to finance agricultural production and other loans to farmers (included in Schedule M.4. 5.Loans and leases held for sale (included in M.5. 6.Not applicable Memorandum items 7, 8, 9.a, and 9.b are to be completed semiannually in the June and December reports only. 7.M.7. 8.M.8. Dollar Amounts in Thousands 9.Purchased credit-impaired loans accounted for in accordance with FASB ASC 310-30 (former AICPA Statement of Position 03-3):² a.M.9.a b.Amount included in Schedule RC-N, items 1 M.9.b 1 The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2022, Report of Condition. 2 Memorandum items 9.a and 9.b should be completed only by institutions that have not yet adopted ASU 2016-13. FFIEC 041 Page 50 of 85 RC-34 (Column A) (Column B)(Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruing accruing RCON Amount RCON Amount RCON Amount in Schedule RC-N, item 8, above)........................................................F166 0 F167 0 F168 0 RC-N, item 7, above)................................................................................1594 832 1597 43 1583 656 RC-N, items 1 through 8, above)..............................................................C240 0 C241 41,290 C226 0 RCON Amount Additions to nonaccrual assets during the previous six months........................................................................................C410 54,276 Nonaccrual assets sold during the previous six months....................................................................................................C411 0 (Column A) (Column B)(Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruing accruing RCON Amount RCON Amount RCON Amount Outstanding balance............................................................................L183 NR L184 NR L185 NR through 7, above.................................................................................L186 NR L187 NR L188 NR Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 176 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-O—Other Data for Deposit Insurance Assessments All FDIC-insured depository institutions must complete items 1 and 2, 4 through 9, 10, and 11, Memorandum item 1, and, if applicable, item 9.a, Memorandum items 2, 3, and 5 through 18 each quarter. Unless otherwise indicated, complete items 1 through 11 and Memorandum items 1 through 3 on an "unconsolidated single FDIC certificate number basis" (see instructions) and complete Memorandum items 5 through 18 on a fully consolidated basis. Dollar Amounts in Thousands 1.Total deposit liabilities before exclusions (gross) as defined in Section 3(l) of the Federal 1. 2.2. 3.Not applicable 4.4. a. Averaging method used 4.a 5.5. 6.6. 7.Unsecured "Other borrowings" with a remaining maturity of (sum of items 7.a through 7.d must be less than or equal to Schedule RC-M, items 5.b.(1)(a)-(d) minus item 10.b): 7.a. 7.b. 7.c. 7.d. 8.Subordinated notes and debentures with a remaining maturity of (sum of items 8.a. through 8.d. must equal Schedule RC, item 19): 8.a. 8.b. 8.c. 8.d. 9.9. Item 9.a is to be completed on a fully consolidated basis by all institutions that own another insured depository institution. a.9.a 10. Banker's bank certification: Does the reporting institution meet both the statutory definition of a banker’s bank and the 10. 10.a 10.b 11. Custodial bank certification: Does the reporting institution meet the definition of a custodial bank set forth in FDIC 11. 11.a 11.b 1 See instructions for averaging methods. For deposit insurance assessment purposes, tangible equity is defined as Tier 1 capital as set forth in the banking agencies' regulatory capital standards and reported in Schedule RC-R, Part I, item 26, except as described in the instructions. 2 If the amount reported in item 11.b is zero, item 11.a may be left blank. FFIEC 041 Page 51 of 85 RC-35 RCON Amount Deposit Insurance Act and FDIC regulations......................................................................................................................F236 12,810,221 Total allowable exclusions, including interest accrued and unpaid on allowable exclusions.............................................F237 0 Average consolidated total assets for the calendar quarter..............................................................................................K652 16,101,972 Number (for daily averaging, enter 1, for weekly averaging, enter 2).....................................................K653 1 Amount Average tangible equity for the calendar quarter (1)........................................................................................................K654 1,337,521 Holdings of long-term unsecured debt issued by other FDIC-insured depository institutions..........................................K655 0 a. One year or less.............................................................................................................................................................G465 0 b. Over one year through three years................................................................................................................................G466 0 c. Over three years through five years...............................................................................................................................G467 0 d. Over five years...............................................................................................................................................................G468 0 a. One year or less.............................................................................................................................................................G469 0 b. Over one year through three years................................................................................................................................G470 0 c. Over three years through five years...............................................................................................................................G471 0 d. Over five years...............................................................................................................................................................G472 3,093 Brokered reciprocal deposits (included in Schedule RC-E, Memorandum item 1.b).........................................................G803 0 Fully consolidated brokered reciprocal deposits...........................................................................................................L190 NR YES / NO business conduct test set forth in FDIC regulations?........................................................................................................K656 NO If the answer to item 10 is "YES", complete items 10.a and 10.b.Amount a. Banker's bank deduction...............................................................................................................................................K657 NR b. Banker's bank deduction limit......................................................................................................................................K658 NR YES / NO regulations?......................................................................................................................................................................K659 NO If the answer to item 11 is "YES", complete items 11.a and 11.b.²Amount a. Custodial bank deduction.............................................................................................................................................K660 NR b. Custodial bank deduction limit.....................................................................................................................................K661 NR Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 177 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-O—Continued Memoranda Dollar Amounts in Thousands 1.Total deposit liabilities of the bank, including related interest accrued and unpaid, less allowable exclusions, including related interest accrued and unpaid (sum of Memorandum items 1.a.(1), 1.b.(1), 1.c.(1), and 1.d.(1) must equal Schedule RC-O, item 1 less item 2): a. Deposit accounts (excluding retirement accounts) of $250,000 or less:¹ M.1.a.1. (2) Number of deposit accounts (excluding retirement accounts) M.1.a.2. b. Deposit accounts (excluding retirement accounts) of more than $250,000:¹ M.1.b.1. (2) Number of deposit accounts (excluding retirement accounts) M.1.b.2. c. Retirement deposit accounts of $250,000 or less:¹ M.1.c.1. M.1.c.2. d. Retirement deposit accounts of more than $250,000:¹ M.1.d.1. M.1.d.2. Memorandum item 2 is to be completed by banks with $1 billion or more in total assets.² 2.Estimated amount of uninsured assessable deposits, including related interest accrued and unpaid M.2. 3. Has the reporting institution been consolidated with a parent bank or savings association in that parent bank's or parent savings association's Call Report? If so, report the legal title and FDIC Certificate Number of the parent bank or parent savings association: M.3. 4. Not applicable 1 The dollar amounts used as the basis for reporting in Memorandum items 1.a through 1.d reflect the deposit insurance limits in effect on the report date. 2 The $1 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. 3 Uninsured deposits should be estimated based on the deposit insurance limits set forth in Memorandum items 1.a through 1.d. FFIEC 041 Page 52 of 85 RC-36 RCON Amount (1) Amount of deposit accounts (excluding retirement accounts) of $250,000 or less.................................................F049 6,903,550 Number of $250,000 or less..............................................................................................................F050 320,958 (1) Amount of deposit accounts (excluding retirement accounts) of more than $250,000..........................................F051 5,756,848 Number of more than $250,000.......................................................................................................F052 5,599 (1) Amount of retirement deposit accounts of $250,000 or less..................................................................................F045 124,068 Number (2) Number of retirement deposit accounts of $250,000 or less.............................................F046 3,951 (1) Amount of retirement deposit accounts of more than $250,000............................................................................F047 25,754 Number (2) Number of retirement deposit accounts of more than $250,000.......................................F048 60 (see instructions) (3)..........................................................................................................................................................5597 4,117,300 TEXT RCON FDIC Cert. No. A545 A545 00000 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 178 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-O—Continued Amounts reported in Memorandum items 6 through 9, 14, and 15 will not be made available to the public on an individual institution basis. Memoranda—Continued Dollar Amounts in Thousands Memorandum items 5 through 12 are to be completed by "large institutions" and "highly complex institutions” as defined in FDIC regulations. 5. Applicable portion of the CECL transitional amount or modified CECL transitional amount that has been added to retained earnings for regulatory capital purposes as of the current report M.5. 6.Criticized and classified items: M.6.a. M.6.b. M.6.c. M.6.d. 7."Nontraditional 1-4 family residential mortgage loans" as defined for assessment purposes M.7.a. M.7.b. 8."Higher-risk consumer loans" as defined for assessment purposes only in FDIC regulations: M.8.a. M.8.b. 9."Higher-risk commercial and industrial loans and securities" as defined for assessment purposes only in FDIC regulations: M.9.a. M.9.b. 10. Commitments to fund construction, land development, and other land loans secured by real estate: M.10.a. b. Portion of unfunded commitments guaranteed or insured by the U.S. government (including M.10.b. 11. Amount of other real estate owned recoverable from the U.S. government under guarantee M.11. 12. Nonbrokered time deposits of more than $250,000 M.12. Memorandum item 13.a is to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations. Memorandum items 13.b through 13.h are to be completed by “large institutions” only. 13. Portion of funded loans and securities guaranteed or insured by the U.S. government (including FDIC loss-sharing agreements): M.13.a. M.13.b. M.13.c. d. Closed-end loans secured by junior liens on 1-4 family residential properties and revolving, open-end loans secured by 1-4 family residential properties and extended M.13.d. M.13.e. M.13.f. M.13.g. M.13.h. Memorandum items 14 and 15 are to be completed by "highly complex institutions" as defined in FDIC regulations. M.14. M.15. FFIEC 041 Page 53 of 85 RC-37 RCON Amount date and is attributable to loans and leases held for investment.....................................................................................MW53 0 a. Special mention ............................................................................................................................................................K663 212,840 b. Substandard ..................................................................................................................................................................K664 256,875 c. Doubtful ........................................................................................................................................................................K665 113 d. Loss ...............................................................................................................................................................................K666 0 only in FDIC regulations: a. Nontraditional 1-4 family residential mortgage loans ..................................................................................................N025 0 b. Securitizations of nontraditional 1-4 family residential mortgage loans ......................................................................N026 0 a. Higher-risk consumer loans ...........................................................................................................................................N027 0 b. Securitizations of higher-risk consumer loans ..............................................................................................................N028 0 a. Higher-risk commercial and industrial loans and securities ..........................................................................................N029 0 b. Securitizations of higher-risk commercial and industrial loans and securities ..............................................................N030 0 a. Total unfunded commitments ......................................................................................................................................K676 1,742,698 the FDIC) .......................................................................................................................................................................K677 23,303 or insurance provisions (excluding FDIC loss-sharing agreements) .................................................................................K669 0 (included in Schedule RC-E, Memorandum item 2.d) .......................................................................................................K678 791,993 a. Construction, land development, and other land loans secured by real estate ............................................................N177 36,295 b. Loans secured by multifamily residential and nonfarm nonresidential properties ......................................................N178 104,672 c. Closed-end loans secured by first liens on 1-4 family residential properties ................................................................N179 108,433 under lines of credit ......................................................................................................................................................N180 2,884 e. Commercial and industrial loans ...................................................................................................................................N181 42,634 f. Credit card loans to individuals for household, family, and other personal expenditures .............................................N182 0 g. All other loans to individuals for household, family, and other personal expenditures ................................................N183 1 h. Non-agency residential mortgage-backed securities ....................................................................................................M963 300,156 14. Amount of the institution's largest counterparty exposure ............................................................................................K673 NR 15. Total amount of the institution's 20 largest counterparty exposures ..............................................................................K674 NR Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 179 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-O—Continued Memoranda—Continued Dollar Amounts in Thousands Memorandum item 16 is to be completed by “large institutions” and “highly complex institutions" as defined in FDIC regulations. 16. Portion of loans restructured in troubled debt restructurings that are in compliance with their modified terms and are guaranteed or insured by the U.S. government (including the FDIC) M.16. Memorandum item 17 is to be completed on a fully consolidated basis by those “large institutions” and “highly complex institutions” as defined in FDIC regulations that own another insured deposi- tory institution. 17. Selected fully consolidated data for deposit insurance assessment purposes: a.Total deposit liabilities before exclusions (gross) as defined in Section 3(l) of the Federal M.17.a b.M.17.b c.M.17.c d.M.17.d FFIEC 041 Page 54 of 85 RC-38 RCON Amount (included in Schedule RC-C, Part I, Memorandum item 1)...............................................................................................L189 2,862 Deposit Insurance Act and FDIC regulations.................................................................................................................L194 NR Total allowable exclusions, including interest accrued and unpaid on allowable exclusions........................................L195 NR Unsecured “Other borrowings” with a remaining maturity of one year or less...........................................................L196 NR Estimated amount of uninsured deposits, including related interest accrued and unpaid...........................................L197 NR Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 180 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-O—Continued Memorandum item 18 is to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations. Amounts reported in Memorandum item 18 will not be made available to the public on an individual institution basis. Dollar Amounts in Thousands 18.Outstanding balance of 1-4 family residential mortgage loans, consumer loans, and consumer leases by two-year probability of default: a."Nontraditional 1-4 family residential mortgage loans" as defined for assessment purposes M.18.a b.Closed-end loans secured by first liens on 1-4 family M.18.b c.Closed-end loans secured by junior liens on 1-4 family M.18.c d.Revolving, open-end loans secured by 1-4 family residential properties M.18.d e.M.18.e f.M.18.f g.M.18.g h.Other consumer loans and revolving M.18.h i.M.18.i j.M.18.j FFIEC 041 Page 55 of 85 RC-39 Two-Year Probability of Default (PD) (Column A)(Column B)(Column C)(Column D)(Column E)(Column F)(Column G) <= 1%1.01 –4%4.01–7%7.01–10%10.01–14%14.01–16%16.01–18% Amount Amount Amount Amount Amount Amount Amount RCON M964 RCON M965 RCON M966 RCON M967 RCON M968 RCON M969 RCON M970 only in FDIC regulations..............................................................................0 0 0 0 0 0 0 RCON M979 RCON M980 RCON M981 RCON M982 RCON M983 RCON M984 RCON M985 residential properties.................................................................................2,296,948 1,882,472 575,200 209,164 104,582 0 0 RCON M994 RCON M995 RCON M996 RCON M997 RCON M998 RCON M999 RCON N001 residential properties.................................................................................8,428 11,461 8,428 2,360 1,348 337 674 RCON N010 RCON N011 RCON N012 RCON N013 RCON N014 RCON N015 RCON N016 and extended under lines of credit............................................................115,550 110,047 22,010 8,254 8,254 0 8,254 RCON N040 RCON N041 RCON N042 RCON N043 RCON N044 RCON N045 RCON N046 Credit cards.................................................................................................0 0 0 0 0 0 0 RCON N055 RCON N056 RCON N057 RCON N058 RCON N059 RCON N060 RCON N061 Automobile loans.......................................................................................19,041 20,884 9,828 1,843 3,071 1,228 4,300 RCON N070 RCON N071 RCON N072 RCON N073 RCON N074 RCON N075 RCON N076 Student loans..............................................................................................0 0 0 0 0 0 0 RCON N085 RCON N086 RCON N087 RCON N088 RCON N089 RCON N090 RCON N091 credit plans other than credit cards...........................................................2,315 2,316 1,544 1,061 772 193 1,158 RCON N100 RCON N101 RCON N102 RCON N103 RCON N104 RCON N105 RCON N106 Consumer leases........................................................................................0 0 0 0 0 0 0 RCON N115 RCON N116 RCON N117 RCON N118 RCON N119 RCON N120 RCON N121 Total............................................................................................................2,442,282 2,027,180 617,010 222,682 118,027 1,758 14,386 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 181 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-O—Continued Memorandum item 18 is to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations. Amounts reported in Memorandum item 18 will not be made available to the public on an individual institution basis. Dollar Amounts in Thousands 18.Outstanding balance of 1-4 family residential mortgage loans, consumer loans, and consumer leases by two-year probability of default: a."Nontraditional 1-4 family residential mortgage loans" as defined for assessment purposes M.18.a b.Closed-end loans secured by first liens on 1-4 family M.18.b c.Closed-end loans secured by junior liens on 1-4 family M.18.c d.Revolving, open-end loans secured by 1-4 family residential properties M.18.d e.M.18.e f.M.18.f g.M.18.g h.Other consumer loans and revolving M.18.h i.M.18.i j.M.18.j 1 For PDs derived using scores and default rate mappings provided by a third-party vendor, enter 1; for PDs derived using an internal approach, enter 2; for PDs derived using third-party vendor mappings for some loans within a product type and an internal approach for other loans within the same product type, enter 3. If the total reported in Column N for a product type is zero, enter 0. FFIEC 041 Page 56 of 85 RC-40 Two-Year Probability of Default (PD)(Column O) PDs Were (Column H)(Column I)(Column J)(Column K)(Column L)(Column M)(Column N)Derived 18.01–20%20.01–22%22.01 –26%26.01 –30%> 30%Unscoreable Total Using¹ Amount Amount Amount Amount Amount Amount Amount Number RCON M971 RCON M972 RCON M973 RCON M974 RCON M975 RCON M976 RCON M977 RCON M978 only in FDIC regulations..................................................0 0 0 0 0 0 0 0 RCON M986 RCON M987 RCON M988 RCON M989 RCON M990 RCON M991 RCON M992 RCON M993 residential properties.....................................................0 0 0 0 0 52,291 5,120,657 1 RCON N002 RCON N003 RCON N004 RCON N005 RCON N006 RCON N007 RCON N008 RCON N009 residential properties.....................................................0 0 0 0 0 674 33,710 1 RCON N017 RCON N018 RCON N019 RCON N020 RCON N021 RCON N022 RCON N023 RCON N024 and extended under lines of credit................................0 0 0 0 0 2,751 275,120 1 RCON N047 RCON N048 RCON N049 RCON N050 RCON N051 RCON N052 RCON N053 RCON N054 Credit cards....................................................................0 0 0 0 0 0 0 0 RCON N062 RCON N063 RCON N064 RCON N065 RCON N066 RCON N067 RCON N068 RCON N069 Automobile loans...........................................................0 0 0 0 0 1,228 61,423 1 RCON N077 RCON N078 RCON N079 RCON N080 RCON N081 RCON N082 RCON N083 RCON N084 Student loans.................................................................0 0 0 0 0 0 0 0 RCON N092 RCON N093 RCON N094 RCON N095 RCON N096 RCON N097 RCON N098 RCON N099 credit plans other than credit cards...............................0 0 0 0 0 289 9,648 1 RCON N107 RCON N108 RCON N109 RCON N110 RCON N111 RCON N112 RCON N113 RCON N114 Consumer leases............................................................0 0 0 0 0 0 0 0 RCON N122 RCON N123 RCON N124 RCON N125 RCON N126 RCON N127 RCON N128 Total................................................................................0 0 0 0 0 57,233 5,500,558 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 182 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-P—1-4 Family Residential Mortgage Banking Activities Schedule RC-P is to be completed by banks with at which either 1-4 family residential mortgage loan originations and purchases for resale¹ from all sources, loan sales, or quarter-end loans held for sale or trading exceed $10 million for two consecutive quarters. Dollar Amounts in Thousands 1. 1. 2.Wholesale originations and purchases during the quarter of 1-4 family residential 2. 3.3. 4. 4. 5.Noninterest income for the quarter from the sale, securitization, and servicing of 1-4 family 5. 6.Repurchases and indemnifications of 1-4 family residential mortgage loans during 6. 7.Representation and warranty reserves for 1-4 family residential mortgage loans sold: a.For representations and warranties made to U.S. government agencies 7.a. b.7.b. c.7.c. 1 Exclude originations and purchases of 1 –4 family residential mortgage loans that are held for investment. FFIEC 041 Page 57 of 85 RC-41 RCON Amount Retail originations during the quarter of 1-4 family residential mortgage loans for sale (1).............................................HT81 334,121 mortgage loans for sale (1)................................................................................................................................................HT82 0 1-4 family residential mortgages sold during the quarter..................................................................................................FT04 349,229 1-4 family residential mortgage loans held for sale or trading at quarter-end (included in Schedule RC, items 4.a and 5)........................................................................................................................FT05 108,747 RIAD residential mortgage loans (included in Schedule RI, items 5.c, 5.f, 5.g, and 5.i)..............................................................HT85 (4,098) RCON the quarter.........................................................................................................................................................................HT86 2,607 and government-sponsored agencies ..........................................................................................................................L191 3,992 For representations and warranties made to other parties..........................................................................................L192 123 Total representation and warranty reserves (sum of items 7.a and 7.b)......................................................................M288 4,115 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 183 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-Q—Assets and Liabilities Measured at Fair Value on a Recurring Basis Schedule RC-Q is to be completed by banks that: (1) Have elected to report financial instruments or servicing assets and liabilities at fair value under a fair value option with changes in fair value recognized in earnings, or (2) Are required to complete Schedule RC-D, Trading Assets and Liabilities. Dollar Amounts in Thousands Assets 1.Available-for-sale debt securities and equity securities with readily 1. 2. Not applicable 3. 4. 5. Trading assets: 5.a. 5.b. (1) Nontrading securities at fair value with changes in fair value reported in current earnings (included in 5.b.1. 6. 7. Total assets measured at fair value on a recurring basis (sum of items 1 through 7. Liabilities 8. 9. Not applicable 10. Trading liabilities: 10.a. 10.b. 11. and 12. not applicable 13. 14. Total liabilities measured at fair value on a recurring basis (sum of items 8 14. 1 The amount reported in item 1, column A, must equal the sum of Schedule RC, items 2.b and 2.c. FFIEC 041 Page 58 of 85 RC-42 (Column A)(Column B)(Column C)(Column D)(Column E) Total Fair Value LESS: Amounts Netted Level 1 Fair Value Level 2 Fair Value Level 3 Fair Value Reported on in the Determination Measurements Measurements Measurements Schedule RC of Total Fair Value RCON Amount RCON Amount RCON Amount RCON Amount RCON Amount determinable fair values not held for trading (1).....................................................JA36 1,614,380 G474 0 G475 1,614,380 G476 0 G477 0 3. Loans and leases held for sale....................................................................................G483 108,747 G484 0 G485 108,747 G486 0 G487 0 4. Loans and leases held for investment........................................................................G488 0 G489 0 G490 0 G491 0 G492 0 a. Derivative assets....................................................................................................3543 0 G493 0 G494 0 G495 0 G496 0 b. Other trading assets...............................................................................................G497 0 G498 0 G499 0 G500 0 G501 0 Schedule RC-Q, item 5.b, above)....................................................................F240 0 F684 0 F692 0 F241 0 F242 0 6. All other assets...........................................................................................................G391 186,909 G392 0 G395 186,909 G396 0 G804 0 5.b plus item 6)..........................................................................................................G502 1,910,036 G503 0 G504 1,910,036 G505 0 G506 0 8. Deposits.....................................................................................................................F252 0 F686 0 F694 0 F253 0 F254 0 a. Derivative liabilities................................................................................................3547 0 G512 0 G513 0 G514 0 G515 0 b. Other trading liabilities..........................................................................................G516 0 G517 0 G518 0 G519 0 G520 0 13. All other liabilities.....................................................................................................G805 577 G806 0 G807 553 G808 0 G809 24 through 13)...............................................................................................................G531 577 G532 0 G533 553 G534 0 G535 24 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 184 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-Q—Continued Dollar Amounts in Thousands Memoranda 1.All other assets (itemize and describe amounts included in Schedule RC-Q, item 6, that are greater than $100,000 and exceed 25% of item 6): M.1.a. M.1.b. c.M.1.c. d.M.1.d. e.M.1.e. f.M.1.f. 2.All other liabilities (itemize and describe amounts included in Schedule RC-Q, item 13, that are greater than $100,000 and exceed 25% of item 13): a. Loan commitments (not accounted for M.2.a. M.2.b. c.M.2.c. d.M.2.d. e.M.2.e. f.M.2.f. FFIEC 041 Page 59 of 85 RC-43 (Column A)(Column B)(Column C)(Column D)(Column E) Total Fair Value LESS: Amounts Netted Level 1 Fair Value Level 2 Fair Value Level 3 Fair Value Reported on in the Determination Measurements Measurements Measurements Schedule RC of Total Fair Value RCON Amount RCON Amount RCON Amount RCON Amount RCON Amount a. Mortgage servicing assets.....................................................................................G536 176,059 G537 0 G538 176,059 G539 0 G540 0 b. Nontrading derivative assets................................................................................G541 0 G542 0 G543 0 G544 0 G545 0 TEXT G546 G546 0 G547 0 G548 0 G549 0 G550 0 TEXT G551 G551 0 G552 0 G553 0 G554 0 G555 0 TEXT G556 G556 0 G557 0 G558 0 G559 0 G560 0 TEXT G561 G561 0 G562 0 G563 0 G564 0 G565 0 as derivatives).......................................................................................................F261 0 F689 0 F697 0 F262 0 F263 0 b. Nontrading derivative liabilities............................................................................G566 553 G567 0 G568 553 G569 0 G570 0 TEXT G571 G571 0 G572 0 G573 0 G574 0 G575 0 TEXT G576 G576 0 G577 0 G578 0 G579 0 G580 0 TEXT G581 G581 0 G582 0 G583 0 G584 0 G585 0 TEXT G586 G586 0 G587 0 G588 0 G589 0 G590 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 185 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-Q—Continued Memoranda—Continued Dollar Amounts in Thousands 3. Loans measured at fair value (included in Schedule RC-C, Part I, items 1 through 9): a. Loans secured by real estate: M.3.a.1. M.3.a.2. M.3.b. c. Loans to individuals for household, family, and other personal expenditures M.3.c. M.3.d. 4. Unpaid principal balance of loans measured at fair value (reported in Schedule RC-Q, Memorandum item 3): a. Loans secured by real estate: M.4.a.1. M.4.a.2. M.4.b. c. Loans to individuals for household, family, and other personal expenditures M.4.c. M.4.d. FFIEC 041 Page 60 of 85 RC-44 RCON Amount (1) Secured by 1-4 family residential properties...........................................................................................................HT87 108,747 (2) All other loans secured by real estate.....................................................................................................................HT88 0 b. Commercial and industrial loans..................................................................................................................................F585 0 (i.e., consumer loans) (includes purchased paper)......................................................................................................HT89 0 d. Other loans..................................................................................................................................................................F589 0 (1) Secured by 1-4 family residential properties...........................................................................................................HT91 107,559 (2) All other loans secured by real estate.....................................................................................................................HT92 0 b. Commercial and industrial loans..................................................................................................................................F597 0 (i.e., consumer loans) (includes purchased paper)......................................................................................................HT93 0 d. Other loans..................................................................................................................................................................F601 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 186 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Regulatory Capital Part I. Regulatory Capital Components and Ratios Part I is to be completed on a consolidated basis. Dollar Amounts in Thousands Common Equity Tier 1 Capital 1.Common stock plus related surplus, net of treasury stock and unearned employee 1. 2.2. a. (enter "0" for No; enter "1" for Yes with a 3-year CECL transition election; 2.a. 3.3. a.3.a. 4.4. 5.5. Common Equity Tier 1 Capital: Adjustments and Deductions 6.6. 7.LESS: Intangible assets (other than goodwill and mortgage servicing assets (MSAs)), net of 7. 8.LESS: Deferred tax assets (DTAs) that arise from net operating loss and tax credit 8. 9.AOCI-related adjustments (if entered "1" for Yes in item 3.a, complete only items 9.a through 9.e; if entered "0" for No in item 3.a, complete only item 9.f): a.LESS: Net unrealized gains (losses) on available-for-sale debt securities (if a gain, report 9.a. b.Not applicable c.LESS: Accumulated net gains (losses) on cash flow hedges (if a gain, report as a positive 9.c. d.LESS: Amounts recorded in AOCI attributed to defined benefit postretirement plans resulting from the initial and subsequent application of the relevant GAAP standards that 9.d. e.LESS: Net unrealized gains (losses) on held-to-maturity securities that are included in 9.e. f.To be completed only by institutions that entered “0” for No in item 3.a: LESS: Accumulated net gain (loss) on cash flow hedges included in AOCI, net of applicable income taxes, that relates to the hedging of items that are not recognized at fair value on the 9.f. 1 Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should include the applicable portion of the CECL transitional amount or the modified CECL transitional amount, respectively, in this item. FFIEC 041 Page 61 of 85 RC-45 RCOA Amount stock ownership plan (ESOP) shares..................................................................................................................................P742 604,867 Retained earnings (1).........................................................................................................................................................KW00 777,181 To be completed only by institutions that have adopted ASU 2016-13: Does your institution have a CECL transition election in effect as of the quarter-end report date? RCOA Number enter "2" for Yes with a 5-year 2020 CECL transition election.) ...................................................................................JJ29 0 RCOA Amount Accumulated other comprehensive income (AOCI)...........................................................................................................B530 (33,087) 0=No RCOA AOCI opt-out election (enter “1” for Yes; enter “0” for No.) ........................................................................................1=Yes P838 1 RCOA Amount Common equity tier 1 minority interest includable in common equity tier 1 capital........................................................P839 0 Common equity tier 1 capital before adjustments and deductions (sum of items 1 through 4).......................................P840 1,348,961 LESS: Goodwill net of associated deferred tax liabilities (DTLs).........................................................................................P841 17,989 associated DTLs.................................................................................................................................................................P842 27,344 carryforwards, net of any related valuation allowances and net of DTLs..........................................................................P843 0 as a positive value; if a loss, report as a negative value)...............................................................................................P844 (77,267) value; if a loss, report as a negative value)...................................................................................................................P846 44,180 pertain to such plans (if a gain, report as a positive value; if a loss, report as a negative value).................................P847 0 AOCI (if a gain, report as a positive value; if a loss, report as a negative value)...........................................................P848 0 balance sheet (if a gain, report as a positive value; if a loss, report as a negative value).............................................P849 NR Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 187 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part I - Continued Dollar Amounts in Thousands 10. Other deductions from (additions to) common equity tier 1 capital before threshold-based deductions: a.LESS: Unrealized net gain (loss) related to changes in the fair value of liabilities that are due to changes in own credit risk (if a gain, report as a positive value; if a loss, report as 10.a. b.LESS: All other deductions from (additions to) common equity tier 1 capital before 10.b. 11. Not applicable 12. 13. LESS: Investments in the capital of unconsolidated financial institutions, net of associated DTLs, 13. 14. 15. LESS: DTAs arising from temporary differences that could not be realized through net operating loss carrybacks, net of related valuation allowances and net of DTLs, that exceed 25 percent 15. 16. Not applicable 17. LESS: Deductions applied to common equity tier 1 capital due to insufficient amounts of 17. 18. 19. Additional Tier 1 Capital 20. 21. 22. 23. 24. 25. Tier 1 Capital 26. Total Assets for the Leverage Ratio 27. 28. LESS: Deductions from common equity tier 1 capital and additional tier 1 capital (sum of 28. 29. 30. 1 An institution that has a CBLR framework election in effect as of the quarter-end report date is neither required to calculate tier 2 capital nor make any deductions that would have been taken from tier 2 capital as of the report date. 2 Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should include the applicable portion of the CECL transitional amount or the modified CECL transitional amount, respectively, in item 27. FFIEC 041 Page 62 of 85 RC-46 RCOA Amount a negative value)...........................................................................................................................................................Q258 0 threshold-based deductions.........................................................................................................................................P850 0 12. Subtotal (item 5 minus items 6 through 10.b)..................................................................................................................P852 1,336,715 that exceed 25 percent of item 12....................................................................................................................................LB58 0 14. LESS: MSAs, net of associated DTLs, that exceed 25 percent of item 12..........................................................................LB59 0 of item 12..........................................................................................................................................................................LB60 0 additional tier 1 capital and tier 2 capital (1) to cover deductions...................................................................................P857 0 18. Total adjustments and deductions for common equity tier 1 capital (sum of items 13 through 17)...............................P858 0 19. Common equity tier 1 capital (item 12 minus item 18)....................................................................................................P859 1,336,715 20. Additional tier 1 capital instruments plus related surplus................................................................................................P860 0 21. Non-qualifying capital instruments subject to phase-out from additional tier 1 capital..................................................P861 0 22. Tier 1 minority interest not included in common equity tier 1 capital.............................................................................P862 5,694 23. Additional tier 1 capital before deductions (sum of items 20, 21, and 22)......................................................................P863 5,694 24. LESS: Additional tier 1 capital deductions........................................................................................................................P864 0 25. Additional tier 1 capital (greater of item 23 minus item 24, or zero)...............................................................................P865 5,694 26. Tier 1 capital (sum of items 19 and 25)............................................................................................................................8274 1,342,409 27. Average total consolidated assets (2)...............................................................................................................................KW03 16,101,972 items 6, 7, 8, 10.b, 13 through 15, 17, and certain elements of item 24 - see instructions)............................................P875 45,333 29. LESS: Other deductions from (additions to) assets for leverage ratio purposes...............................................................B596 0 30. Total assets for the leverage ratio (item 27 minus items 28 and 29)................................................................................A224 16,056,639 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 188 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part I - Continued Leverage Ratio* 31. a. 31.a. If your institution entered “1” for Yes in item 31.a: • Complete items 32 through 37 and, if applicable, items 38.a through 38.c, • Do not complete items 39 through 55.b, and • Do not complete Part II of Schedule RC-R. If your institution entered “0” for No in item 31.a: • Skip (do not complete) items 32 through 38.c, • Complete items 39 through 55.b, as applicable, and • Complete Part II of Schedule RC-R. Item 31.b is to be completed only by non-advanced approaches institutions that elect to use the Standardized Approach for Counterparty Credit Risk (SA-CCR) for purposes of the standardized approach and supplementary leverage ratio. b.Standardized Approach for Counterparty Credit Risk opt-in election 31.b. Qualifying Criteria and Other Information for CBLR Institutions* Dollar Amounts in Thousands 32. 33. Trading assets and trading liabilities (Schedule RC, sum of items 5 and 33. 34. Off-balance sheet exposures: 34.a. 34.b. 34.c. 34.d. Dollar Amounts in Thousands 35. 36. 37. 38. Amount of allowances for credit losses on purchased credit-deteriorated assets:¹ 38.a. 38.b. 38.c. *Report each ratio as a percentage, rounded to four decimal places, e.g., 12.3456. 1 Items 38.a through 38.c should be completed only by institutions have adopted ASU 2016-13. FFIEC 041 Page 63 of 85 RC-47 RCOA Percentage 31. Leverage ratio (item 26 divided by item 30) ....................................................................................................................7204 8.3605% Does your institution have a community bank leverage ratio (CBLR) framework election in 0=No RCOA effect as of the quarter-end report date? (enter “1” for Yes; enter “0” for No) ..........................................................1=Yes LE74 0 RCOA (enter "1" for Yes; leave blank for No)...........................................................................................................................1=Yes NC99 (Column A)(Column B) RCOA Amount RCOA Percentage 32. Total assets (Schedule RC, item 12); (must be less than $10 billion)...........................................2170 NR 15). Report as a dollar amount in column A and as a percentage of total assets (5% limit) in column B.......................................................................................................KX77 NR KX78 NR a. Unused portion of conditionally cancellable commitments.....................................................KX79 NR b. Securities lent and borrowed (Schedule RC-L, sum of items ................................................... 6.a and 6.b)...............................................................................................................................KX80 NR c. Other off-balance sheet exposures...........................................................................................KX81 NR d. Total off-balance sheet exposures (sum of items 34.a through 34.c). Report as a dollar amount in column A and as a percentage of total assets (25% limit) in column B..................................................................KX82 NR KX83 NR RCOA Amount 35. Unconditionally cancellable commitments......................................................................................................................S540 NR 36. Investments in the tier 2 capital of unconsolidated financial institutions........................................................................LB61 NR 37. Allocated transfer risk reserve..........................................................................................................................................3128 NR a. Loans and leases held for investment............................................................................................................................JJ30 NR b. Held-to-maturity debt securities...................................................................................................................................JJ31 NR c. Other financial assets measured at amortized cost.......................................................................................................JJ32 NR Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 189 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part I - Continued If your institution entered “0” for No in item 31.a, complete items 39 through 55.b, as applicable, and Part II of Schedule RC-R. If your institution entered “1” for Yes in item 31.a, do not complete items 39 through 55.b or Part II of Schedule RC-R. Dollar Amounts in Thousands Tier 2 Capital¹ 39. 40. 41. 42. 43. Not applicable 44. 45. 46. Total Capital 47. Total Risk-Weighted Assets A223 48. Risk-Based Capital Ratios* 49. 50. 51. Capital Buffer* 52. Institution-specific capital buffer necessary to avoid limitations on distributions and discretionary bonus payments: 52.a. 52.b. 53. 54. Supplementary Leverage Ratio* 55. Institutions subject to Category III capital standards only: Supplementary leverage ratio information: 55.a. 55.b. *Report each ratio and buffer as a percentage, rounded to four decimal places, e.g., 12.3456. 1 An institution that has a CBLR framework election in effect as of the quarter-end report date is neither required to calculate tier 2 capital nor make any deductions that would have been taken from tier 2 capital as of the report date. 2 Institutions that have adopted ASU 2016-13 should report the amount of adjusted allowances for credit losses (AACL), as defined in the regu- latory capital rule, includable in tier 2 capital in item 42. 3 Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should subtract the applicable portion of the AACL transitional amount or the modified AACL transitional amount, respectively, from the AACL, as defined in the regulatory capital rule, before determining the amount of AACL includable in tier 2 capital. See instructions for further detail on the CECL transition provisions. 4 Non-advanced approaches institutions other than Category III institutions must complete item 53 only if the amount reported in item 52.a above is less than or equal to 2.5000 percent. Category III institutions must complete item 53 only if the amount reported in item 52.a above is less than or equal to the amount reported in item 52.b above. 5 Non-advanced approaches institutions other than Category III institutions must complete item 54 only if the amount reported in Schedule RC- R, Part I, item 52.a, in the Call Report for the previous calendar quarter-end report date was less than or equal to 2.5000 percent. Category III institutions must complete item 54 only if the amount reported in Schedule RC-R, Part I, item 52.a, in the Call Report for the previous calendar quarter-end report date was less than or equal to the amount reported in Schedule RC-R, Part I, item 52.b, in the Call Report for that previous report date. 6 Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should include the applicable portion of the CECL transitional amount or the modified CECL transitional amount, respectively, in item 55.a. FFIEC 041 Page 64 of 85 RC-48 RCOA Amount 39. Tier 2 capital instruments plus related surplus................................................................................................................P866 0 40. Non-qualifying capital instruments subject to phase-out from tier 2 capital...................................................................P867 0 41. Total capital minority interest that is not included in tier 1 capital..................................................................................P868 0 42. Allowance for loan and lease losses includable in tier 2 capital (2,3)..............................................................................5310 136,546 44. Tier 2 capital before deductions (sum of items 39 through 42).......................................................................................P870 136,546 45. LESS: Tier 2 capital deductions.........................................................................................................................................P872 0 46. Tier 2 capital (greater of item 44 minus item 45, or zero)................................................................................................5311 136,546 47. Total capital (sum of items 26 and 46).............................................................................................................................3792 1,478,955 48. Total risk-weighted assets (from Schedule RC-R, Part II, item 31)....................................................................................12,523,565 RCOA Percentage 49. Common equity tier 1 capital ratio (item 19 divided by item 48).....................................................................................P793 10.6736% 50. Tier 1 capital ratio (item 26 divided by item 48)...............................................................................................................7206 10.7191% 51. Total capital ratio (item 47 divided by item 48)................................................................................................................7205 11.8094% a. Capital conservation buffer ..........................................................................................................................................H311 3.8094% RCOW b. Institutions subject to Category III capital standards only: Total applicable capital buffer .........................................H312 NR RCOA Amount 53. Eligible retained income (4)..............................................................................................................................................H313 NR 54. Distributions and discretionary bonus payments during the quarter (5).........................................................................H314 NR a. Total leverage exposure (6)...........................................................................................................................................H015 NR Percentage b. Supplementary leverage ratio.......................................................................................................................................H036 NR Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 190 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part II. Risk-Weighted Assets Institutions that entered "1" for Yes in Schedule RC-R, Part I, item 31.a, do not have to complete Schedule RC-R, Part II. Institutions are required to assign a 100 percent risk weight to all assets not specifically assigned a risk weight under Subpart D of the federal banking agencies’ regulatory capital rules¹ and not deducted from tier 1 or tier 2 capital. Dollar Amounts in Thousands Balance Sheet Asset Categories² 1.Cash and balances due from 1. 2.Securities: 2.a. b.Available-for-sale debt securities and equity securities with readily determinable fair 2.b. 3.Federal funds sold and securities purchased under agreements to resell: 3.a. b. Securities purchased under 3.b. 4.Loans and leases held for sale: 4.a. b. High volatility commercial 4.b. 1 For national banks and federal savings associations, 12 CFR Part 3; for state member banks, 12 CFR Part 217; and for state nonmember banks and state savings associations, 12 CFR Part 324. 2 All securitization exposures held as on-balance sheet assets of the reporting institution are to be excluded from items 1 through 8 and are to be reported instead in item 9. 3 Institutions that have adopted ASU 2016-13 and have reported held-to-maturity securities net of allowances for credit losses in item 2.a, column A, should report as a negative number in item 2.a., column B, those allowances for credit losses eligible for inclusion in tier 2 capital, which excludes allowances for credit losses on purchased credit-deteriorated assets. FFIEC 041 Page 65 of 85 RC-49 (Column A)(Column B)(Column C)(Column D)(Column E)(Column F)(Column G)(Column H)(Column I)(Column J) Totals Adjustments to Allocation by Risk-Weight Category From Schedule Totals Reported 0%2%4%10%20%50%100%150%RC in Column A Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount RCON D957 RCON S396 RCON D958 RCON D959 RCON S397 RCON D960 RCON S398 depository institutions...............................................307,865 0 87,038 220,827 0 0 0 RCON D961 RCON S399 RCON D962 RCON HJ74 RCON HJ75 RCON D963 RCON D964 RCON D965 RCON S400 a. Held-to-maturity securities (3)..............................0 0 0 0 0 0 0 0 0 RCON JA21 RCON S402 RCON D967 RCON HJ76 RCON HJ77 RCON D968 RCON D969 RCON D970 RCON S403 values not held for trading....................................1,614,379 (97,807)243,995 0 0 1,247,662 214,529 6,000 0 RCON D971 RCON D972 RCON D973 RCON S410 RCON D974 RCON S411 a. Federal funds sold..................................................0 0 0 0 0 0 RCON H171 RCON H172 agreements to resell..............................................652,668 652,668 RCON S413 RCON S414 RCON H173 RCON S415 RCON S416 RCON S417 a. Residential mortgage exposures............................108,747 0 0 67,801 40,946 0 RCON S419 RCON S420 RCON H174 RCON H175 RCON H176 RCON H177 RCON S421 real estate exposures.............................................0 0 0 0 0 0 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 191 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part II—Continued Dollar Amounts in Thousands Balance Sheet Asset Categories (continued) 1.Cash and balances due from 1. 2.Securities: 2.a. b.Available-for-sale debt securities and equity securities with readily determinable fair values not held 2.b. 3.Federal funds sold and securities purchased under agreements to resell: 3.a. b. Securities purchased under 3.b. 4.Loans and leases held for sale: 4.a. b. High volatility commercial 4.b. 1 Includes, for example, investments in mutual funds/investment funds, exposures collateralized by securitization exposures or mutual funds, separate account bank-owned life insurance, and default fund contributions to central counterparties. FFIEC 041 Page 66 of 85 RC-50 (Column K)(Column L)(Column M)(Column N)(Column O)(Column P)(Column Q)(Column R)(Column S) Allocation by Risk-Weight Category Application of Other Risk- Weighting Approaches¹ 250%300%400%600%625%937.5%1250%Exposure Amount Risk-Weighted Asset Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount depository institutions............................ a. Held-to-maturity securities................. RCON S405 RCON S406 RCON H271 RCON H272 for trading..........................................0 0 0 0 a. Federal funds sold............................... agreements to resell............................ RCON H273 RCON H274 a. Residential mortgage exposures.........0 0 RCON H275 RCON H276 real estate exposures..........................0 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 192 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part II—Continued Dollar Amounts in Thousands 4.Loans and leases held for sale (continued): c. Exposures past due 90 days or 4.c. 4.d. 5.Loans and leases held for investment (2): 5.a. b. High volatility commercial 5.b. c. Exposures past due 90 days or 5.c. 5.d. 6.6. 1 For loans and leases held for sale, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual. 2 Institutions that have adopted ASU 2016-13 should report as a positive number in column B of items 5.a through 5.d, as appropriate, any allowances for credit losses on purchased credit-deteriorated assets reported in column A of items 5.a through 5.d, as appropriate. 3 For loans and leases held for investment, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual. 4 Institutions that have adopted ASU 2016-13 should report the allowance for credit losses on loans and leases in item 6, columns A and B. FFIEC 041 Page 67 of 85 RC-51 (Column A)(Column B)(Column C)(Column D)(Column E)(Column F)(Column G)(Column H)(Column I)(Column J) Totals From Schedule RC Adjustments to Totals Reported in Column A Allocation by Risk-Weight Category 0%2%4%10%20%50%100%150% Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount RCON S423 RCON S424 RCON S425 RCON HJ78 RCON HJ79 RCON S426 RCON S427 RCON S428 RCON S429 more or on nonaccrual (1).....................................0 0 0 0 0 0 0 0 0 RCON S431 RCON S432 RCON S433 RCON HJ80 RCON HJ81 RCON S434 RCON S435 RCON S436 RCON S437 d. All other exposures................................................0 0 0 0 0 0 0 0 0 RCON S439 RCON S440 RCON H178 RCON S441 RCON S442 RCON S443 a. Residential mortgage exposures............................6,142,222 0 0 40,631 5,346,723 754,868 RCON S445 RCON S446 RCON H179 RCON H180 RCON H181 RCON H182 RCON S447 real estate exposures.............................................78,179 0 0 0 0 0 78,179 RCON S449 RCON S450 RCON S451 RCON HJ82 RCON HJ83 RCON S452 RCON S453 RCON S454 RCON S455 more or on nonaccrual (3).....................................58,790 0 0 0 0 0 0 0 58,790 RCON S457 RCON S458 RCON S459 RCON HJ84 RCON HJ85 RCON S460 RCON S461 RCON S462 RCON S463 d. All other exposures................................................6,166,756 0 86,197 0 0 80,737 91,591 5,908,231 0 RCON 3123 RCON 3123 LESS: Allowance for loan and lease losses (4)............134,227 134,227 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 193 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part II—Continued Dollar Amounts in Thousands 4.Loans and leases held for sale (continued): c. Exposures past due 90 days or 4.c. 4.d. 5.Loans and leases held for investment: 5.a. b. High volatility commercial 5.b. c. Exposures past due 90 days or 5.c. 5.d. 6.LESS: Allowance for loan and 6. 1 Includes, for example, investments in mutual funds/investment funds, exposures collateralized by securitization exposures or mutual funds, separate account bank-owned life insurance, and default fund contributions to central counterparties. 2 For loans and leases held for sale, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual. 3 For loans and leases held for investment, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual. FFIEC 041 Page 68 of 85 RC-52 (Column K)(Column L)(Column M)(Column N)(Column O)(Column P)(Column Q)(Column R)(Column S) Allocation by Risk-Weight Category Application of Other Risk- Weighting Approaches¹ 250%300%400%600%625%937.5%1250%Exposure Amount Risk-Weighted Asset Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount RCON H277 RCON H278 or more or on nonaccrual (2)..............0 0 RCON H279 RCON H280 d. All other exposures.............................0 0 RCON H281 RCON H282 a. Residential mortgage exposures.........0 0 RCON H283 RCON H284 real estate exposures..........................0 0 RCON H285 RCON H286 more or on nonaccrual (3)..................0 0 RCON H287 RCON H288 d. All other exposures.............................0 0 lease losses............................................. Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 194 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part II—Continued Dollar Amounts in Thousands 7.7. 8.8. a. Separate account bank-owned 8.a. b. Default fund contributions 8.b. 1 Includes premises and fixed assets; other real estate owned; investments in unconsolidated subsidiaries and associated companies; direct and indirect investments in real estate ventures; intangible assets; and other assets. 2 Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should report as a positive number in item 8, column B, the applicable portion of the DTA transitional amount as determined in accordance with the 3-year or the 5-year 2020 CECL transition rule, respectively. 3 Institutions that have adopted ASU 2016-13 and have reported any assets, net of allowances for credit losses in item 8, column A, should report as a negative number in item 8, column B, those allowances for credit losses eligible for inclusion in tier 2 capital, which excludes allowances for credit losses on purchased credit-deteriorated assets. FFIEC 041 Page 69 of 85 RC-53 (Column A)(Column B)(Column C)(Column D)(Column E)(Column F)(Column G)(Column H)(Column I)(Column J) Totals From Schedule RC Adjustments to Totals Reported in Column A Allocation by Risk-Weight Category 0%2%4%10%20%50%100%150% Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount RCON D976 RCON S466 RCON D977 RCON HJ86 RCON HJ87 RCON D978 RCON D979 RCON D980 RCON S467 Trading assets............................................................0 0 0 0 0 0 0 0 0 RCON D981 RCON S469 RCON D982 RCON HJ88 RCON HJ89 RCON D983 RCON D984 RCON D985 RCON H185 All other assets (1,2,3)...............................................1,265,159 49,829 1,520 0 0 96,153 1,794 931,497 0 life insurance.......................................................... to central counterparties....................................... Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 195 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part II—Continued Dollar Amounts in Thousands 7.7. 8.8. a. Separate account bank-owned 8.a. b. Default fund contributions 8.b. 1 Includes, for example, investments in mutual funds/investment funds, exposures collateralized by securitization exposures or mutual funds, separate account bank-owned life insurance, and default fund contributions to central counterparties. 2 Includes premises and fixed assets; other real estate owned; investments in unconsolidated subsidiaries and associated companies; direct and indirect investments in real estate ventures; intangible assets; and other assets. FFIEC 041 Page 70 of 85 RC-54 (Column K)(Column L)(Column M)(Column N)(Column O)(Column P)(Column Q)(Column R)(Column S) Allocation by Risk-Weight Category Application of Other Risk- Weighting Approaches¹ 250%300%400%600%625%937.5%1250%Exposure Amount Risk-Weighted Asset Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount RCON H186 RCON H290 RCON H187 RCON H291 RCON H292 Trading assets.........................................0 0 0 0 0 RCON H293 RCON H188 RCON S470 RCON S471 RCON H294 RCON H295 All other assets (2)..................................176,059 0 0 0 0 0 RCON H296 RCON H297 life insurance.......................................8,307 8,307 RCON H298 RCON H299 to central counterparties.....................0 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 196 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part II—Continued Dollar Amounts in Thousands Securitization Exposures: On- and Off-Balance Sheet 9.On-balance sheet securitization exposures: 9.a. b.9.b. c.9.c. 9.d. 10.10. Dollar Amounts in Thousands 11.11. Dollar Amounts in Thousands 11.11. 1 Simplified Supervisory Formula Approach. 2 Institutions that have adopted ASU 2016-13 and have reported held-to-maturity securities, net of allowances for credit losses in item 9.a, column A, should report as a negative number in item 9.a., column B, those allowances for credit losses eligible for inclusion in tier 2 capital, which excludes allowances for credit losses on purchased credit-deteriorated assets. 3 For each of columns A through R of item 11, report the sum of items 1 through 9. For item 11, the sum of columns B through R must equal column A. Item 11, column A, must equal Schedule RC, item 12. FFIEC 041 Page 71 of 85 RC-55 (Column A)(Column B)(Column Q)(Column T)(Column U) Totals Adjustments to Totals Reported in Column A Allocation by Risk-Weight Category Total Risk-Weighted Asset Amount by Calculation Methodology (Exposure Amount) 1250%SSFA¹Gross-Up Amount Amount Amount Amount Amount RCON S475 RCON S476 RCON S477 RCON S478 RCON S479 a. Held-to-maturity securities (2)............................................................................................................................0 0 0 0 0 RCON S480 RCON S481 RCON S482 RCON S483 RCON S484 Available-for-sale securities................................................................................................................................0 0 0 0 0 RCON S485 RCON S486 RCON S487 RCON S488 RCON S489 Trading assets.....................................................................................................................................................0 0 0 0 0 RCON S490 RCON S491 RCON S492 RCON S493 RCON S494 d. All other on-balance sheet securitization exposures...........................................................................................0 0 0 0 0 RCON S495 RCON S496 RCON S497 RCON S498 RCON S499 Off-balance sheet securitization exposures.............................................................................................................0 0 0 0 0 (Column A)(Column B)(Column C)(Column D)(Column E)(Column F)(Column G)(Column H)(Column I)(Column J) Total From Adjustments to Totals Reported in Column A Allocation by Risk-Weight CategorySchedule RC 0%2%4%10%20%50%100%150% Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount RCON 2170 RCON S500 RCON D987 RCON HJ90 RCON HJ91 RCON D988 RCON D989 RCON D990 RCON S503 Total balance sheet assets (3)..........................16,260,538 470,463 418,750 0 0 1,753,811 5,695,583 7,600,596 136,969 (Column K)(Column L)(Column M)(Column N)(Column O)(Column P)(Column Q)(Column R) Allocation by Risk-Weight Category Application of Other Risk- Weighting Approaches 250%300%400%600%625%937.5%1250%Exposure Amount Amount Amount Amount Amount Amount Amount Amount Amount RCON S504 RCON S505 RCON S506 RCON S507 RCON S510 RCON H300 Total balance sheet assets (3).............................................176,059 0 0 0 0 8,307 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 197 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part II—Continued Dollar Amounts in Thousands Derivatives, Off-Balance Sheet Items, and Other Items Subject to Risk Weighting (Excluding Securitization Exposures)³ 12.Financial standby 12. 13.Performance standby letters of credit and transaction-related 13. 14.Commercial and similar letters of credit with an original maturity of 14. 15.Retained recourse on small business obligations sold 15. 1 Credit conversion factor. 2 Column A multiplied by credit conversion factor. For each of items 12 through 21, the sum of columns C through J plus column R must equal column B. 3 All derivatives and off-balance sheet items that are securitization exposures are to be excluded from items 12 through 21 and are to be reported instead in item 10. FFIEC 041 Page 72 of 85 RC-56 (Column A) Face, Notional, or Other Amount CCF¹ (Column B) Credit Equivalent Amount² (Column C)(Column D)(Column E)(Col F)(Column G)(Column H)(Column I)(Column J) Allocation by Risk-Weight Category 0%2%4%10%20%50%100%150% Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount RCON D991 RCON D992 RCON D993 RCON HJ92 RCON HJ93 RCON D994 RCON D995 RCON D996 RCON S511 letters of credit.................................................12,490 1.0 12,490 0 0 0 0 0 12,490 0 RCON D997 RCON D998 RCON D999 RCON G603 RCON G604 RCON G605 RCON S512 contingent items..............................................14,850 0.5 7,425 0 0 0 7,425 0 RCON G606 RCON G607 RCON G608 RCON HJ94 RCON HJ95 RCON G609 RCON G610 RCON G611 RCON S513 one year or less................................................0 0.2 0 0 0 0 0 0 0 0 RCON G612 RCON G613 RCON G614 RCON G615 RCON G616 RCON G617 RCON S514 with recourse...................................................0 1.0 0 0 0 0 0 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 198 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part II—Continued Dollar Amounts in Thousands 16.Repo-style 16. 17.All other off-balance 17. 18.Unused commitments (exclude unused commitments to asset-backed commercial paper conduits): a. Original maturity 18.a. b. Original maturity exceeding 18.b. 19.Unconditionally cancelable 19. 20.20. 21.21. 22.Unsettled transactions 22. 1 Credit conversion factor. 2 For items 16 through 19, column A multiplied by credit conversion factor. 3 Includes securities purchased under agreements to resell (reverse repos), securities sold under agreements to repurchase (repos), securities borrowed, and securities lent. 4 For item 22, the sum of columns C through Q must equal column A. FFIEC 041 Page 73 of 85 RC-57 (Column A) Face, Notional, or Other Amount CCF¹ (Column B) Credit Equivalent Amount² (Column C)(Column D)(Column E)(Col F)(Column G)(Column H)(Column I)(Column J) Allocation by Risk-Weight Category 0%2%4%10%20%50%100%150% Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount RCON S515 RCON S516 RCON S517 RCON S518 RCON S519 RCON S520 RCON S521 RCON S522 RCON S523 transactions (3)................................................737,241 1.0 737,241 238,048 0 0 499,193 0 0 0 RCON G618 RCON G619 RCON G620 RCON G621 RCON G622 RCON G623 RCON S524 sheet liabilities.................................................0 1.0 0 0 0 0 0 0 RCON S525 RCON S526 RCON S527 RCON HJ96 RCON HJ97 RCON S528 RCON S529 RCON S530 RCON S531 of one year or less........................................1,099,600 0.2 219,920 0 0 0 0 49,983 169,937 0 RCON G624 RCON G625 RCON G626 RCON HJ98 RCON HJ99 RCON G627 RCON G628 RCON G629 RCON S539 one year .......................................................1,502,133 0.5 751,067 0 0 0 0 1,146 749,921 0 RCON S540 RCON S541 commitments ..................................................162,217 0.0 0 RCON S542 RCON S543 RCON HK00 RCON HK01 RCON S544 RCON S545 RCON S546 RCON S547 RCON S548 Over-the-counter derivatives ..........................5,330 0 0 0 0 0 0 5,330 0 RCON S549 RCON S550 RCON S551 RCON S552 RCON S554 RCON S555 RCON S556 RCON S557 Centrally cleared derivatives ...........................9,957 9,957 0 0 0 0 0 0 RCON H191 RCON H193 RCON H194 RCON H195 RCON H196 RCON H197 (failed trades) (4) .............................................0 0 0 0 0 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 199 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part II—Continued Dollar Amounts in Thousands 16.16. 17.17. 18.Unused commitments (excludes unused commitments to asset-backed commercial paper conduits): 18.a. 18.b. 19.19. 20.20. 21.21. 22.22. 1 Includes, for example, exposures collateralized by securitization exposures or mutual funds. 2 Includes securities purchased under agreements to resell (reverse repos), securities sold under agreements to repurchase (repos), securities borrowed, and securities lent. 3 For item 22, the sum of columns C through Q must equal column A. FFIEC 041 Page 74 of 85 RC-58 (Column O)(Column P)(Column Q)(Column R)(Column S) Allocation by Risk-Weight Category Application of Other Risk- Weighting Approaches¹ 625%937.5%1250% Credit Equivalent Amount Risk- Weighted Asset Amount Amount Amount Amount Amount Amount RCON H301 RCON H302 Repo-style transactions (2).........................................................................................................................................................0 0 All other off-balance sheet liabilities.......................................................................................................................................... RCON H303 RCON H304 a. Original maturity of one year or less......................................................................................................................................0 0 RCON H307 RCON H308 b. Original maturity exceeding one year ...................................................................................................................................0 0 Unconditionally cancelable commitments ................................................................................................................................ RCON H309 RCON H310 Over-the-counter derivatives ....................................................................................................................................................0 0 Centrally cleared derivatives ..................................................................................................................................................... RCON H198 RCON H199 RCON H200 Unsettled transactions (failed trades) (3)...................................................................................................................................0 0 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 200 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part II—Continued Dollar Amounts in Thousands 23.Total assets, derivatives, off-balance sheet items, and other items subject to risk weighting by risk-weight category (for each of columns C through P, sum of items 11 through 22; for column Q, 23. 24.24. 25.Risk-weighted assets by risk-weight category (for each column, item 23 25. FFIEC 041 Page 75 of 85 RC-59 (Column C)(Column D)(Column E)(Column F)(Column G)(Column H)(Column I)(Column J) Allocation by Risk-Weight Category 0%2%4%10%20%50%100%150% Amount Amount Amount Amount Amount Amount Amount Amount RCON G630 RCON S558 RCON S559 RCON S560 RCON G631 RCON G632 RCON G633 RCON S561 sum of items 10 through 22) .........................................666,755 0 0 0 2,253,004 5,746,712 8,545,699 136,969 Risk weight factor ..........................................................X 0%X 2%X 4%X 10%X 20%X 50%X 100%X 150% RCON G634 RCON S569 RCON S570 RCON S571 RCON G635 RCON G636 RCON G637 RCON S572 multiplied by item 24) ...................................................0 0 0 0 450,601 2,873,356 8,545,699 205,454 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 201 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part II—Continued Dollar Amounts in Thousands 23.Total assets, derivatives, off-balance sheet items, and other items subject to risk weighting by risk-weight category (for each of columns C through P, sum of items 11 through 22; for column Q, 23. 24.24. 25.Risk-weighted assets by risk-weight category (for each column, item 23 25. Dollar Amounts in Thousands 26. 27. 28. 29. 30. 31. 1 For institutions that have adopted ASU 2016-13, the risk-weighted assets base reported in item 26 is for purposes of calculating the adjusted allowances for credit losses (AACL) 1.25 percent threshold. 2 Sum of items 2.b through 20, column S; items 9.a, 9.b, 9.c, 9.d, and 10, columns T and U; item 25, columns C through Q; and item 27 (if applicable). 3 For institutions that have adopted ASU 2016-13, the risk-weighted assets reported in item 28 represents the amount of risk-weighted assets before deductions for excess AACL and allocated transfer risk reserve. 4 Institutions that have adopted ASU 2016-13 should report the excess AACL. 5 Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should subtract the applicable portion of the AACL transitional amount or the modified AACL transitional amount, respectively, from the AACL, as defined in the regulatory capital rule, before determining the amount of excess AACL. FFIEC 041 Page 76 of 85 RC-60 (Column K)(Column L)(Column M)(Column N)(Column O)(Column P)(Column Q) Allocation by Risk-Weight Category 250%300%400%600%625%937.5%1250% Amount Amount Amount Amount Amount Amount Amount RCON S562 RCON S563 RCON S564 RCON S565 RCON S566 RCON S567 RCON S568 sum of items 10 through 22) .....................................................................176,059 0 0 0 0 0 0 Risk weight factor ......................................................................................X 250%X 300%X 400%X 600%X 625%X 937.5%X 1250% RCON S573 RCON S574 RCON S575 RCON S576 RCON S577 RCON S578 RCON S579 multiplied by item 24) ...............................................................................440,148 0 0 0 0 0 0 Totals RCON Amount 26. Risk-weighted assets base for purposes of calculating the allowance for loan and lease losses 1.25 percent threshold (1)................................................................................S580 12,523,565 27. Standardized market-risk weighted assets (applicable only to banks that are covered by the market risk capital rules)......................................................................................S581 0 28. Risk-weighted assets before deductions for excess allowance for loan and lease losses and allocated transfer risk reserve (2,3).......................................................................B704 12,523,565 29. LESS: Excess allowance for loan and lease losses (4,5) ……………………………............................................................................................................................................................A222 0 30. LESS: Allocated transfer risk reserve …………………………………………….......................................................................................................................................................................3128 0 31. Total risk-weighted assets (item 28 minus items 29 and 30)..................................................................................................................................................................................G641 12,523,565 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 202 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-R—Continued Part II—Continued Memoranda Dollar Amounts in Thousands 1.M.1. Dollar Amounts in Thousands 2.Notional principal amounts of over-the-counter derivative contracts: M.2.a. M.2.b. M.2.c. M.2.d. M.2.e. M.2.f. M.2.g. 3.Notional principal amounts of centrally cleared derivative contracts: M.3.a. M.3.b. M.3.c. M.3.d. M.3.e. M.3.f. M.3.g. Dollar Amounts in Thousands 4. a.M.4.a. b.M.4.b. c.M.4.c. 1 Memorandum items 4.a through 4.c should be completed only by institutions that have adopted ASU 2016-13. FFIEC 041 Page 77 of 85 RC-61 RCON Amount Current credit exposure across all derivative contracts covered by the regulatory capital rules ...................................................................................................................................G642 9,957 With a remaining maturity of (Column A)(Column B)(Column C) One year or less Over one year Over five years through five years RCON Amount RCON Amount RCON Amount a. Interest rate ......................................................................................................................................................................S582 439,958 S583 0 S584 0 b. Foreign exchange rate and gold ........................................................................................................................................S585 0 S586 0 S587 0 c. Credit (investment grade reference asset) ........................................................................................................................S588 0 S589 0 S590 0 d. Credit (non-investment grade reference asset) ................................................................................................................S591 0 S592 53,304 S593 0 e. Equity ................................................................................................................................................................................S594 0 S595 0 S596 0 f. Precious metals (except gold) ............................................................................................................................................S597 0 S598 0 S599 0 g. Other .................................................................................................................................................................................S600 0 S601 0 S602 0 a. Interest rate ......................................................................................................................................................................S603 2,501,000 S604 0 S605 0 b. Foreign exchange rate and gold ........................................................................................................................................S606 0 S607 0 S608 0 c. Credit (investment grade reference asset) ........................................................................................................................S609 0 S610 0 S611 0 d. Credit (non-investment grade reference asset) ................................................................................................................S612 0 S613 0 S614 0 e. Equity ................................................................................................................................................................................S615 0 S616 0 S617 0 f. Precious metals (except gold) ............................................................................................................................................S618 0 S619 0 S620 0 g. Other .................................................................................................................................................................................S621 0 S622 0 S623 0 RCON Amount Amount of allowances for credit losses on purchased credit-deteriorated assets:¹ Loans and leases held for investment........................................................................................................................................................................................................................JJ30 0 Held-to-maturity debt securities................................................................................................................................................................................................................................JJ31 0 Other financial assets measured at amortized cost...................................................................................................................................................................................................JJ32 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 203 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-S—Servicing, Securitization, and Asset Sale Activities Dollar Amounts in Thousands Bank Securitization Activities 1.Outstanding principal balance of assets sold and securitized by the reporting bank with servicing retained or with recourse 1. 2.Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to 2. 3.Not applicable 4. Past due loan amounts included in item 1: 4.a. 4.b. 5.Charge-offs and recoveries on assets sold and securitized with servicing retained or with recourse or other seller-provided credit enhancements (calendar year-to-date): 5.a. 5.b. Item 6 is to be completed by banks with $10 billion or more total assets.¹ 6.6. 7. and 8. Not applicable For Securitization Facilities Sponsored By or Otherwise Established By Other Institutions 9. Maximum amount of credit exposure arising from credit enhancements provided by the reporting bank to other institutions' securitization structures in the form of standby letters of credit, purchased subordinated securities, and 9. Item 10 is to be completed by banks with $10 billion or more in total assets.¹ 10. Reporting bank's unused commitments to provide liquidity 10. Bank Asset Sales 11. Assets sold with recourse or other seller-provided credit 11. 12. Maximum amount of credit exposure arising from recourse or other seller- provided credit enhancements provided to 12. 1 The $10 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. FFIEC 041 Page 78 of 85 RC-62 (Column A)(Columns B - F)(Column G) 1-4 Family Not applicable All Other Loans, Residential All Leases, and Loans All other Assets RCON Amount RCON Amount RCON Amount or other seller-provided credit enhancements .......................................B705 2,156,137 B711 0 structures reported in item 1...................................................................HU09 0 HU15 0 a. 30-89 days past due.............................................................................B733 88,093 B739 0 b. 90 days or more past due.....................................................................B740 41,290 B746 0 RIAD RIAD a. Charge-offs...........................................................................................B747 0 B753 0 b. Recoveries............................................................................................B754 0 B760 0 RCON Amount of ownership (or seller's) interests carried as:...........................HU19 0 RCON other enhancements...............................................................................B776 0 B782 0 to other institutions' securitization structures........................................B783 0 B789 0 enhancements and not securitized by the reporting bank......................B790 0 B796 0 assets reported in item 11.......................................................................B797 0 B803 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 204 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-S—Continued Memoranda Dollar Amounts in Thousands 1. Not applicable 2. Outstanding principal balance of assets serviced for others (includes participations serviced for others): a. Closed-end 1-4 family residential mortgages serviced with recourse or other M.2.a. b. Closed-end 1-4 family residential mortgages serviced with no recourse or other M.2.b. M.2.c. d. 1-4 family residential mortgages serviced for others that are in process of foreclosure at M.2.d. Memorandum item 3 is to be completed by banks with $10 billion or more in total assets.² 3. Asset-backed commercial paper conduits: a. Maximum amount of credit exposure arising from credit enhancements provided to conduit structures in the form of standby letters of credit, subordinated securities, and other enhancements: M.3.a1. M.3.a2. b. Unused commitments to provide liquidity to conduit structures: M.3.b1. M.3.b2. M.4. 1 Memorandum item 2.c is to be completed if the principal balance of other financial assets serviced for others is more than $10 million. 2 The $10 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. 3 Memorandum item 4 is to be completed by banks with $10 billion or more in total assets that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date, or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. FFIEC 041 Page 79 of 85 RC-63 RCON Amount servicer-provided credit enhancements........................................................................................................................B804 0 servicer-provided credit enhancements........................................................................................................................B805 10,050,939 c. Other financial assets (includes home equity lines) (1).................................................................................................A591 0 quarter-end (includes closed-end and open-end loans).................................................................................................F699 14,729 (1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company.B806 0 (2) Conduits sponsored by other unrelated institutions B807 0 (1) Conduits sponsored by the bank, a bank affiliate, or the bank's holding company...................................................B808 0 (2) Conduits sponsored by other unrelated institutions.................................................................................................B809 0 4. Outstanding credit card fees and finance charges included in Schedule RC-S, item 1, column G (2,3)..............................C407 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 205 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-T—Fiduciary and Related Services 1.1. 2.2. 3.Does the institution have any fiduciary or related activity (in the form of assets or accounts) 3. If the answer to item 3 is “YES,” complete the applicable items of Schedule RC-T, as follows: Institutions with total fiduciary assets (item 10, sum of columns A and B) greater than $250 million (as of the preceding December 31 report date )or with gross fiduciary and related services income greater than 10% of revenue (net interest income plus noninterest income) for the preceding calendar year must complete: • Items 4 through 22 and Memorandum item 3 quarterly, • Items 23 through 26 annually with the December report, and • Memorandum items 1, 2, and 4 annually with the December report. Institutions with total fiduciary assets (item 10, sum of columns A and B) less than or equal to $250 million (as of the preceding December 31 report date) that do not meet the fiduciary income test for quarterly reporting must complete: • Items 4 through 13 annually with the December report, and • Memorandum items 1 through 3 annually with the December report. • Institutions with total fiduciary assets greater than $100 million but less than or equal to $250 million (as of the preceding December 31 report date) that do not meet the fiduciary income test for quarterly reporting must also complete Memorandum item 4 annually with the December report. Dollar Amounts in Thousands Fiduciary and Related Assets 4.4. 5.Employee benefit and retirement- related trust and agency accounts: a. Employee benefit - defined 5.a. b. Employee benefit - defined 5.b. c. Other employee benefit and 5.c. 6. 7. Investment management and 7. 8. Foundation and endowment trust 8. 9. 10. Total fiduciary accounts 10. FFIEC 041 Page 80 of 85 RC-64 RCON YES / NO Does the institution have fiduciary powers? (If "NO", do not complete Schedule RC-T)..................................................A345 YES Does the institution exercise the fiduciary powers it has been granted?..........................................................................A346 YES to report in this schedule? (If "NO," do not complete the rest of Schedule RC-T)............................................................B867 YES (Column A)(Column B)(Column C)(Column D) Managed Non-Managed Number of Number of Assets Assets Managed Non-Managed Accounts Accounts Amount Amount Number Number RCON B868 RCON B869 RCON B870 RCON B871 Personal trust and agency accounts.........................................................19,240 31,112 41 73 RCON B872 RCON B873 RCON B874 RCON B875 contribution..........................................................................................0 0 0 0 RCON B876 RCON B877 RCON B878 RCON B879 benefit...................................................................................................0 0 0 0 RCON B880 RCON B881 RCON B882 RCON B883 retirement-related accounts..................................................................607 2,259 3 14 RCON B884 RCON B885 RCON C001 RCON C002 6. Corporate trust and agency accounts......................................................0 12,320 0 41 RCON B886 RCON J253 RCON B888 RCON J254 investment advisory agency accounts......................................................186 11 1 1 RCON J255 RCON J256 RCON J257 RCON J258 and agency accounts..154 0 1 0 RCON B890 RCON B891 RCON B892 RCON B893 9. Other fiduciary accounts.........................................................................0 44 0 3 RCON B894 RCON B895 RCON B896 RCON B897 (sum of items 4 through 9)......................................................................20,187 45,746 46 132 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 206 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-T—Continued Dollar Amounts in Thousands 11. 12. Not applicable 13. Individual Retirement Accounts, Health Savings Accounts, and other similar accounts (included in 13. Dollar Amounts in Thousands Fiduciary and Related Services Income 14. 15. Employee benefit and retirement-related trust and agency accounts: 15.a. 15.b. 15.c. 16. 17. 18. 19. 20. 21. 22. Total gross fiduciary and related services income (sum of items 14 through 21) 22. 23. 24. 25. 26. Memoranda Dollar Amounts in Thousands 1. Managed assets held in fiduciary accounts: M.1.a. M.1.b. c. U.S. Treasury and U.S. Government M.1.c. M.1.d. M.1.e. M.1.f. M.1.g. h. Common trust funds and collective M.1.h. M.1.i. M.1.j. k. Investments in unregistered funds and M.1.k. FFIEC 041 Page 81 of 85 RC-65 (Column A)(Column B)(Column C)(Column D) Managed Non-Managed Number of Number of Assets Assets Managed Non-Managed Accounts Accounts Amount Amount Number Number RCON B898 RCON B899 11. Custody and safekeeping accounts.........................................................4,150 4 RCON J259 RCON J260 RCON J261 RCON J262 items 5.c and 11).....................................................................................607 2,259 3 14 RIAD Amount 14. Personal trust and agency accounts.................................................................................................................................B904 NR a. Employee benefit - defined contribution......................................................................................................................B905 NR b. Employee benefit - defined benefit..............................................................................................................................B906 NR c. Other employee benefit and retirement-related accounts...........................................................................................B907 NR 16. Corporate trust and agency accounts...............................................................................................................................A479 NR 17. Investment management and investment advisory agency accounts..............................................................................J315 NR 18. Foundation and endowment trust and agency accounts.................................................................................................J316 NR 19. Other fiduciary accounts..................................................................................................................................................A480 NR 20. Custody and safekeeping accounts...................................................................................................................................B909 NR 21. Other fiduciary and related services income....................................................................................................................B910 NR (must equal Schedule RI, item 5.a)...................................................................................................................................4070 NR 23. Less: Expenses..................................................................................................................................................................C058 NR 24. Less: Net losses from fiduciary and related services........................................................................................................A488 NR 25. Plus: Intracompany income credits for fiduciary and related services.............................................................................B911 NR 26. Net fiduciary and related services income.......................................................................................................................A491 NR (Column A)(Column B)(Column C) Personal Trust and Employee Benefit and All Other Accounts Agency and Retirement-Related Investment Trust and Agency Management Agency Accounts Accounts RCON Amount RCON Amount RCON Amount a. Noninterest-bearing deposits................................................................J263 383 J264 0 J265 0 b. Interest-bearing deposits......................................................................J266 217 J267 0 J268 0 agency obligations.................................................................................J269 7 J270 0 J271 0 d. State, county, and municipal obligations...............................................J272 0 J273 0 J274 0 e. Money market mutual funds.................................................................J275 5,139 J276 107 J277 6 f. Equity mutual funds..............................................................................J278 5,405 J279 21 J280 80 g. Other mutual funds...............................................................................J281 5,718 J282 78 J283 68 investment funds...................................................................................J284 0 J285 0 J286 0 i. Other short-term obligations.................................................................J287 0 J288 0 J289 0 j. Other notes and bonds..........................................................................J290 1,201 J291 400 J292 0 private equity investments....................................................................J293 0 J294 0 J295 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 207 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-T—Continued Memoranda—Continued Dollar Amounts in Thousands M.1.l. M.1.m. M.1.n. M.1.o. p. Total managed assets held in fiduciary accounts (for each column, sum of M.1.p. Dollar Amounts in Thousands 1. q. Investments of managed fiduciary accounts in advised or M.1.q. Dollar Amounts in Thousands 2. Corporate trust and agency accounts: M.2.a. M.2.a.1. M.2.b. Memorandum items 3.a through 3.h are to be completed by banks with collective investment funds and common trust funds with a total market value of $1 billion or more as of the preceding December 31 report date. Memoradum item 3.h only is to be completed by banks with collective investment funds and common trust funds with a total market value of less that $1 billion as of the preceding December 31 report date. Dollar Amounts in Thousands 3. Collective investment funds and common trust funds: M.3.a. M.3.b. M.3.c. M3.d. M.3.e. M.3.f. M.3.g. h. Total collective investment funds (sum of Memorandum items 3.a M.3.h. FFIEC 041 Page 82 of 85 RC-66 (Column A)(Column B)(Column C) Personal Trust and Employee Benefit and All Other Accounts Agency and Retirement-Related Investment Trust and Agency Management Agency Accounts Accounts RCON Amount RCON Amount RCON Amount 1. l. Other common and preferred stocks....................................................J296 735 J297 0 J298 0 m. Real estate mortgages...........................................................................J299 0 J300 0 J301 0 n. Real estate.............................................................................................J302 56 J303 0 J304 0 o. Miscellaneous assets.............................................................................J305 566 J306 0 J307 0 Memorandum items 1.a through 1.o)..................................................J308 19,427 J309 606 J310 154 (Column A)(Column B) Managed Assets Number of Managed Accounts RCON Amount RCON Number sponsored mutual funds............................................................................................................J311 0 J312 0 (Column A)(Column B) Number of Principal Amount Issues Outstanding RCON Number Amount RCON B928 a. Corporate and municipal trusteeships...........................................................................................B927 0 0 RCON J314 (1) Issues reported in Memorandum item 2.a that are in default.................................................J313 0 0 b. Transfer agent, registrar, paying agent, and other corporate agency............................................B929 0 (Column A)(Column B) Number of Market Value of Funds Fund Assets RCON Number RCON Amount a. Domestic equity.........................................................................................................................B931 NR B932 NR b. International/Global equity........................................................................................................B933 NR B934 NR c. Stock/Bond blend.......................................................................................................................B935 NR B936 NR d. Taxable bond..............................................................................................................................B937 NR B938 NR e. Municipal bond..........................................................................................................................B939 NR B940 NR f. Short-term investments/Money market....................................................................................B941 NR B942 NR g. Specialty/Other..........................................................................................................................B943 NR B944 NR through 3.g)...............................................................................................................................B945 0 B946 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 208 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-T—Continued Memoranda—Continued Dollar Amounts in Thousands 4. Fiduciary settlements, surcharges, and other losses: M.4.a. b. Employee benefit and retirement-related trust M.4.b. c. Investment management and investment advisory M.4.c. M.4.d. e. Total fiduciary settlements, surcharges, and other losses (sum of Memorandum items 4.a through 4.d) (sum of columns A and B minus column C must equal M.4.e. Person to whom questions about Schedule RC-T - Fiduciary and Related Services should be directed: Name and Title (TEXT B962) E-mail Address (TEXT B926) Telephone: Area code/phone number/extension (TEXT B963)FAX: Area code/phone number (TEXT B964) FFIEC 041 Page 83 of 85 RC-67 (Column A)(Column B)(Column C) Gross Losses Gross Losses Recoveries Managed Non-Managed Accounts Accounts RIAD Amount RIAD Amount RIAD Amount a. Personal trust and agency accounts......................................................B947 NR B948 NR B949 NR and agency accounts.............................................................................B950 NR B951 NR B952 NR agency accounts....................................................................................B953 NR B954 NR B955 NR d. Other fiduciary accounts and related services......................................B956 NR B957 NR B958 NR Schedule RC-T, item 24).........................................................................B959 NR B960 NR B961 NR John W. Carey. Investment Representative johnwc@firstunitedbank.com (580) 634-6226 (580) 924-2470 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 209 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 Schedule RC-V—Variable Interest Entities¹ Dollar Amounts in Thousands 1. Assets of consolidated variable interest entities (VIEs) that can be used only to settle obligations of the consolidated VIEs: 1.a. 1.b. 1.c. 1.d. 1.e. 2. Liabilities of consolidated VIEs for which creditors do not have recourse to the general credit of the reporting bank. 2.a. 2.b. 3. All other assets of consolidated VIEs 3. 4. All other liabilities of consolidated VIEs 4. Dollar Amounts in Thousands 5. 6. 1 Institutions that have adopted ASU 2016-13 should report assets, net of any applicable allowance for credit losses. FFIEC 041 Page 84 of 85 RC-68 (Column A)(Column B) Securitization Other VIEs Vehicles RCON Amount RCON Amount a. Cash and balances due from depository institutions.................................................................J981 0 JF84 0 b. Securities not held for trading...................................................................................................HU20 0 HU21 0 c. Loans and leases held for investment, net of allowance, and held for sale...............................HU22 0 HU23 0 d. Other real estate owned............................................................................................................K009 0 JF89 0 e. Other assets...............................................................................................................................JF91 0 JF90 0 a. Other borrowed money..............................................................................................................JF92 0 JF85 0 b. Other liabilities...........................................................................................................................JF93 0 JF86 0 (not included in items 1.a. through 1.e above)..............................................................................K030 0 JF87 0 (not included in items 2.a and 2.b above).....................................................................................K033 0 JF88 0 RCON Amount 5. Total assets of asset-backed commercial paper (ABCP) conduit VIEs.................................................................................JF77 0 6. Total liabilities of ABCP conduit VIEs..................................................................................................................................JF78 0 Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 210 Item 9. First United Bank And Trust Company - FDIC Certificate Number: 4239 BANK MANAGEMENT STATEMENT (please type or print clearly): (TEXT 6980) Optional Narrative Statement Concerning the Amounts FFIEC 041 Page 85 of 85 RC-69Reported in the Consolidated Reports of Condition and Income The management of the reporting bank may, if it wishes, submit a brief narrative statement on the amounts reported in the Consolidated Reports of Condition and Income. This optional statement will be made available to the public, along with the publicly available data in the Consolidated Reports of Condition and Income, in response to any request for individual bank report data. However, the information reported in Schedule RI-E, item 2.g; Schedule RC-C, Part I, Memorandum items 17.a and 17.b; Schedule RC-O, Memorandum items 6 through 9, 14, 15 and 18; and Schedule RC-P, items 7.a and 7.b, is regarded as confidential and will not be made available to the public on an individual institution basis. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IDENTIFIED ABOVE, OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a statement may check the “No comment” box below and should make no entries of any kind in the space provided for the narrative statement; i.e., DO NOT enter in this space such phrases as “No statement,” “Not applicable,” “N/A,” “No comment,” and “None.” The optional statement must be entered on this sheet. The statement should not exceed 100 words. Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences. If any submission should exceed 750 characters, as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the bank’s statement both on agency computerized records and in computer-file releases to the public. All information furnished by the bank in the narrative statement must be accurate and not misleading. Appropriate efforts shall be taken by the submitting bank to ensure the statement’s accuracy. If, subsequent to the original submission, material changes are submitted for the data reported in the Consolidated Reports of Condition and Income, the existing narrative statement will be deleted from the files, and from disclosure; the bank, at its option, may replace it with a statement appropriate to the amended data. The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the truncation of statements exceeding the 750-character limit described above). THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK. RCON YES / NO Comments?........................................................................................................................................................................6979 NO Reporting Period: December 31, 2023 January 17, 2024 4:31 PM 211 Item 9. Spend Life Wisely Company, Inc. Independent Auditor’s Report and Consolidated Financial Statements December 31, 2022 and 2021 212 Item 9. Spend Life Wisely Company, Inc. December 31, 2022 and 2021 Contents Independent Auditor’s Report ......................................................................................................... 1 Management’s Report on Internal Control over Financial Reporting ............................... 4 Consolidated Financial Statements Balance Sheets .................................................................................................................................... 6 Statements of Income and Comprehensive Income............................................................................ 7 Statements of Stockholders’ Equity ................................................................................................... 8 Statements of Cash Flows .................................................................................................................. 9 Notes to Financial Statements .......................................................................................................... 10 213 Item 9. Independent Auditor’s Report Audit Committee and Board of Directors Spend Life Wisely Company, Inc. Durant, Oklahoma Report on the Audit of the Consolidated Financial Statements and Internal Control over Financial Reporting Opinions on the Consolidated Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated financial statements of Spend Life Wisely Company, Inc., which comprise the consolidated balance sheets as of December 31, 2022 and 2021 and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Spend Life Wisely Company, Inc., as of December 31, 2022 and 2021 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. We also have audited Spend Life Wisely Company, Inc.’s internal control over financial reporting as of December 31, 2022 based on criteria established in the Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, Spend Life Wisely Company, Inc., maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022 based on COSO. Basis for Opinions We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audits of the Consolidated Financial Statements and Internal Control over Financial Reporting” section of our report. We are required to be independent of Spend Life Wisely Company, Inc., and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Responsibilities of Management for the Consolidated Financial Statements and Internal Control over Financial Reporting Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and for the design, implementation, and maintenance of effective internal control over financial reporting relevant to the preparation and fair presentation of consolidated financial statements that are free from 214 Item 9. Audit Committee and Board of Directors Spend Life Wisely Company, Inc. Page 2 material misstatement, whether due to fraud or error. Management also is responsible for its assessment about the effectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control over financial reporting. In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Spend Life Wisely Company, Inc.’s ability to continue as a going concern within one year after the date that these consolidated financial statements are available to be issued. Auditor’s Responsibilities for the Audits of the Consolidated Financial Statements and Internal Control over Financial Reporting Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and about whether effective internal control over financial reporting was maintained in all material respects, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and, therefore, is not a guarantee that an audit of consolidated financial statements or an audit of internal control over financial reporting conducted in accordance with GAAS will always detect a material misstatement or a material weakness when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered to be material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements. In performing an audit of consolidated financial statements and an audit of internal control over financial reporting in accordance with GAAS, we:  Exercise professional judgment and maintain professional skepticism throughout the audits.  Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Obtain an understanding of internal control relevant to the consolidated financial statement audit in order to design audit procedures that are appropriate in the circumstances.  Obtain an understanding of internal control over financial reporting relevant to the audit of internal control over financial reporting, assess the risks that a material weakness exists, and test and evaluate the design and operating effectiveness of internal control over financial reporting based on the assessed risk.  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.  Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Spend Life Wisely Company, Inc.’s ability to continue as a going concern for a reasonable period of time. 215 Item 9. Audit Committee and Board of Directors Spend Life Wisely Company, Inc. Page 3 We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the consolidated financial statement audit. Definition and Inherent Limitations of Internal Control over Financial Reporting An entity’s internal control over financial reporting is a process effected by those charged with governance, management, and other personnel designed to provide reasonable assurance regarding the preparation of reliable financial statements in accordance with accounting principles generally accepted in the United States of America. Because management’s assessment and our audit were conducted to meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act, our audit of Spend Life Wisely Company, Inc.’s internal control over financial reporting included controls over the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and with the instructions to the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C). An entity’s internal control over financial reporting includes those policies and procedures that 1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; 2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and those charged with governance; and 3) provide reasonable assurance regarding prevention or timely detection and correction of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent, or detect and correct, misstatements. Also, projections of any assessment of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Oklahoma City, Oklahoma March 30, 2023 216 Item 9. 1400 W Main • P.O. Box 130 • Durant, OK 74702-0130 • 580.924.2211 • firstunitedbank.com Management’s Report on Internal Control over Financial Reporting In this management’s report, the following subsidiary institution of Spend Life Wisely Company, Inc. (the Company), is subject to Part 363 and is included in the statement of management’s responsibilities; the report on management’s assessment of compliance with the federal laws and regulations pertaining to insider loans and the federal and, if applicable, state laws and regulations pertaining to dividend restrictions; and the report on management’s assessment of internal control over financial reporting: First United Bank & Trust Company. Statement of Management’s Responsibilities Management of the Company is responsible for preparing the Company’s annual financial statements in accordance with generally accepted accounting principles; for establishing and maintaining an adequate internal control structure and procedures for financial reporting, including controls over the preparation of regulatory financial statements in accordance with the instructions for Form FR Y-9C; and for complying with the federal laws and regulations pertaining to insider loans and the federal and, if applicable, state laws and regulations pertaining to dividend restrictions. Management’s Assessment of Compliance with Designated Laws and Regulations Management of the Company has assessed the Company’s compliance with the federal laws and regulations pertaining to insider loans and the federal and, if applicable, state laws and regulations pertaining to dividend restrictions during the fiscal year ended December 31, 2022. Based upon its assessment, management has concluded the Company complied with the federal laws and regulations pertaining to insider loans and the federal and, if applicable, state laws and regulations pertaining to dividend restrictions during the fiscal year ended on December 31, 2022. Management’s Assessment of Internal Control over Financial Reporting The Company’s internal control over financial reporting is a process effected by those charged with governance, management and other personnel, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements in accordance with accounting principles generally accepted in the United States of America and financial statements for regulatory reporting purposes, i.e., Form FR Y-9C. The Company’s internal control over financial reporting includes those policies and procedures that: 1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; 2) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and financial statements for regulatory reporting purposes and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and 3) provide reasonable assurance regarding prevention or timely detection and correction of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. 217 Item 9. Spend Life Wisely Company, Inc. Management Report Page 2 Because of its inherent limitations, internal control over financial reporting may not prevent or detect and correct misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting, including controls over the preparation of regulatory financial statements in accordance with the instructions for the Form FR Y-9C, as of December 31, 2022, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based upon its assessment, management has concluded that as of December 31, 2022, the Company’s internal control over financial reporting, including controls over the preparation of regulatory financial statements in accordance with the instructions for the Form FR Y-9C, is effective based on the criteria established in Internal Control – Integrated Framework (2013). Management’s assessment of the effectiveness of internal control over financial reporting, including controls over the preparation of regulatory financial statements in accordance with the instructions for the Form FR Y-9C, as of December 31, 2022, has been audited by FORVIS, LLP, an independent public accounting firm, as stated in their report dated March 30, 2023. Spend Life Wisely Company, Inc. _________________________________ _____________________________________ Greg Massey, President William Fahrendorf, Secretary-Treasurer Date: _______3-30-23_____________ Date: ________3-30-23_______________ First United Bank & Trust Company _______________________________ ____________________________________ Greg Massey, Chief Executive Officer George Clark, Chief Financial Officer Date: _______3-30-23____________ Date: ________3-30-23_______________ 218 Item 9. Spend Life Wisely Company, Inc. Consolidated Balance Sheets December 31, 2022 and 2021 (Dollars in Thousands, Except Per Share Data) See Notes to Consolidated Financial Statements 6 Assets 2022 2021 Cash and non-interest bearing balances 299,232$ 562,982$ Interest-bearing balances due from banks 15,367 40,020 Cash and cash equivalents 314,599 603,002 Interest-bearing time deposits in banks 735 2,209 Available-for-sale debt securities 1,385,145 1,213,558 Securities purchased under agreements to resell 202,232 81,659 Mortgage loans held for sale, at fair value 187,736 243,981 Loans receivable, net of allowance for loan losses of $112,552 and $98,562 at December 31, 2022 and 2021, respectively 11,358,454 9,451,226 Interest receivable 48,218 41,664 Federal Home Loan Bank stock 56,695 20,704 Other investments 4,273 4,320 Foreclosed assets held for sale 3,367 9,695 Premises and equipment, net 372,301 316,172 Mortgage servicing rights 171,952 120,258 Other identifiable intangible assets, net 43,195 54,549 Goodwill, net 16,989 16,989 Cash surrender value, life insurance 242,801 236,843 Indemnification receivable -5,961 Investments in partnerships 37,140 27,979 Other assets 119,447 92,126 Total assets 14,565,279$ 12,542,895$ Liabilities and Stockholders’ Equity Liabilities Deposits Noninterest-bearing 3,089,906$ 2,923,545$ Interest-bearing 8,878,249 7,661,057 Total deposits 11,968,155 10,584,602 Repurchase agreements 113,340 114,401 Federal Home Loan Bank of Topeka advances and other borrowings 996,252 506,107 Subordinated debt, net of discounts 241,342 248,813 Deferred taxes, net 42,873 38,454 Interest payable and other liabilities 77,359 77,794 Total liabilities 13,439,321 11,570,171 Stockholders’ Equity Preferred stock, $.0001 par value; 10,100,000 shares authorized; 80,750 and 0 shares issued in 2022 and 2021, respectively 80,750 - Non-voting common stock, $.01 par value; 1,000,000 shares authorized;-- Voting common stock, $.01 par value; 20,000,000 shares authorized; 7,032,980 and 7,032,980 shares issued in 2022 and 2021, respectively 70 70 Capital surplus 322,200 288,995 Retained earnings 838,516 709,158 Notes receivable from stockholders (16,539)(18,092) Accumulated other comprehensive (loss) income, net of income tax of $(5,250) and $7,983 for 2022 and 2021, respectively (19,913) 30,019 Treasury stock, 903,386 and 285,263 shares at cost for 2022 and 2021, respectively (79,126)(37,426) Total stockholders’ equity 1,125,958 972,724 Total liabilities and stockholders’ equity 14,565,279$ 12,542,895$ 219 Item 9. Spend Life Wisely Company, Inc. Consolidated Statements of Income and Comprehensive Income Years Ended December 31, 2022 and 2021 (Dollars in Thousands) See Notes to Consolidated Financial Statements 7 2022 2021 Interest Income Loans and leases, including fees 514,040$ 421,956$ Securities Taxable 21,592 12,354 Tax-exempt 11,044 10,390 Other 11,147 2,587 Total interest income 557,823 447,287 Interest Expense Deposits 65,443 34,644 Borrowings 21,889 9,357 Subordinated debt 13,442 13,810 Total interest expense 100,774 57,811 Net Interest Income 457,049 389,476 Provision for Loan Losses 19,385 12,726 Net Interest Income after Provision for Loan Losses 437,664 376,750 Noninterest Income Service charges on deposit accounts 21,066 17,719 Other service charges and fees 20,176 26,014 Secondary mortgage market fees 15,324 99,789 Mortgage servicing income 81,374 52,439 Other income 32,916 37,350 Total noninterest income 170,856 233,311 Noninterest Expenses Salaries and employee benefits 268,614 246,630 Occupancy and fixed asset expenses 44,276 32,144 Amortization of identifiable intangible assets 11,355 11,322 Realized and unrealized losses on foreclosed assets held for sale 13 107 Other operating expenses 119,746 98,822 Total noninterest expenses 444,004 389,025 Income Before Taxes 164,516 221,036 Income tax expense 28,429 42,929 Net Income 136,087 178,107 Other Comprehensive Income (Loss) Unrealized (loss) on available-for-sale securities, net of income tax of ($30,827) and ($4,276) for 2022 and 2021, respectively (115,956)(16,087) Unrealized gain on cash flow hedge, net of income tax of $17,551 and $6,400 for 2022 and 2021, respectively 66,024 24,083 Less: reclassification for unwinding cash flow hedges included in net income, net of income tax of ($0) and ($1,044) for 2022 and 2021, respectively -(3,929) Less: reclassification adjustment for realized gains included in net income, net of income tax of ($0) and ($589) for 2022 and 2021, respectively -(2,217) Total other comprehensive (loss) income (49,932)1,850 Comprehensive Income 86,155$ 179,957$ 220 Item 9. Spend Life Wisely Company, Inc. Consolidated Statements of Stockholders’ Equity Years Ended December 31, 2022 and 2021 (Dollars in Thousands, Except Per Share Data) See Notes to Consolidated Financial Statements 8 Notes Accumulated Receivable Other Total Preferred Common Capital Retained From Comprehensive Treasury Stockholders’ Stock Stock Surplus Earnings Stockholders Income (Loss)Stock Equity Balance, January 1, 2021 $ - $ 70 $ 288,564 $ 535,424 $ (16,647) $ 28,169 $ (24,236) $ 811,344 Net income ---178,107 ---178,107 Repurchase 146,568 shares of common stock ------(20,303)(20,303) Sale of 58,596 shares of treasury stock --389 -(7,502)-7,113 - Redemption from shareholder notes receivable ----6,001 --6,001 Interest from shareholder notes receivable --42 -56 --98 Cash dividends, $0.65 per share ---(4,373)---(4,373) Other comprehensive income -----1,850 -1,850 Balance, December 31, 2021 -70 288,995 709,158 (18,092)30,019 (37,426)972,724 Issued preferred stock 80,750 ------80,750 Net income ---136,087 ---136,087 Repurchase 1,025,282 shares of common stock ------(89,548)(89,548) Sale of 407,159 shares of treasury stock --33,104 -(500)-47,848 80,452 Redemption from shareholder notes receivable ----2,000 --2,000 Interest from shareholder notes receivable --101 -53 --154 Cash dividends, $0.83 per share ---(5,089)---(5,089) Preferred stock dividends, $20.31 per share ---(1,640)---(1,640) Other comprehensive (loss)-----(49,932)-(49,932) Balance, December 31, 2022 80,750$ 70$ 322,200$ 838,516$ (16,539)$ (19,913)$ (79,126)$ 1,125,958$ 221 Item 9. Spend Life Wisely Company, Inc. Consolidated Statements of Cash Flows Years Ended December 31, 2022 and 2021 (Dollars in Thousands) See Notes to Consolidated Financial Statements 9 2022 2021 Operating Activities Net income 136,087$ 178,107$ Items not requiring (providing) cash Provision for losses on loans 19,385 12,726 Depreciation and amortization 35,005 28,648 Accretion of subordinated debts, discounts 1,579 1,688 Provision for deferred income taxes 17,695 69 Net amortization of securities, premiums and discounts 3,491 6,427 Stock received in lieu of interest (3,437)(665) Net (gains) on sale of foreclosed assets held for sale (18)(863) Unrealized losses on foreclosed assets held for sale 31 970 Increase in cash surrender value of bank-owned life insurance (8,192)(5,122) Increase in value of mortgage servicing rights (51,694)(25,089) Equity (income) losses on investments in partnerships 2,093 4,079 Net (gains) on sale of partnerships -(742) Unrealized losses/(gains) on mortgage loans held for sale 2,115 2,178 Unrealized losses/(gains) on equity investments 47 (92) Unrealized losses on derivative financial instruments 14,276 5,790 Net losses/(gains) on sale of loans 322 (7,591) Net (gains) on sale of premises and equipment (1,250)(138) Net (gains) on sale of other assets (5,564)(4,322) (Gains) on sale of available-for-sale securities -(2,806) Changes in assets and liabilities Origination of loans held for sale (1,987,678)(3,064,903) Sale of loans held for sale 2,001,560 3,074,308 Interest receivable (6,619)(4,193) Other assets 45,267 (19,765) Interest payable and other liabilities (14,175)(8,154) Net cash provided by operating activities 200,326 170,545 Investing Activities Net change in interest-bearing time deposits in banks 1,474 4,943 Purchase of available-for-sale securities (8,602,650)(7,023,652) Proceeds from sale of available-for-sale securities -118,719 Maturities of available-for-sale securities 8,137,548 6,617,192 Net change in securities purchased under agreements to resell (120,573)(30,132) Contributions and purchase of interest in partnerships (11,254)(42,416) Proceeds from sale of partnerships -2,000 Principal reductions on mortgage-backed securities 143,240 149,894 Net change in loans (1,955,547)(2,400,849) Proceeds from sale of loans 28,399 655,369 Purchase of Federal Home Loan Bank of Topeka stock (71,184)(15,859) Redemption of Federal Home Loan Bank of Topeka Stock 38,630 6,781 Purchase of premises and equipment (64,683)(53,589) Proceeds from sale of premises and equipment 6,263 1,127 Purchase of bank-owned life insurance -(78,000) Proceeds from bank-owned life insurance 2,234 408 Capital improvements of foreclosed assets -(116) Proceeds from sale of foreclosed assets held for sale 6,818 7,933 Net cash used in investing activities (2,461,285)(2,080,247) Financing Activities Net change in deposits 1,383,553 2,163,920 Net change in borrowings (239,957)(280,229) Proceeds from Federal Home Loan Bank of Topeka advances 775,000 - Repayments of Federal Home Loan Bank of Topeka advances (5,709)(9,335) Net advance on subordinated debt 90,950 - Repayment of subordinated debt (100,000)- Dividends paid (5,089)(4,373) Net change in notes receivable from shareholders 2,000 (1,500) Interest on notes receivable from shareholders 154 98 Proceeds from issuance of preferred stock 80,750 - Repurchase of common stock (89,548)(20,303) Sale of common stock 80,452 7,502 Net cash provided by financing activities 1,972,556 1,855,780 Net (decrease) in cash and cash equivalents (288,403)(53,922) Cash and cash equivalents, beginning of year 603,002 656,924 Cash and cash equivalents, end of year 314,599$ 603,002$ 222 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 10 Note 1: Organization and Nature of Operations Spend Life Wisely Company, Inc. (the Company) is a one-bank holding company, which owns 100% of First United Bank & Trust Company (the Bank), a state-chartered bank engaged primarily in the business of accepting deposits, providing loans and investing in debt securities. The Bank’s primary source of revenue is interest income from providing loans to customers, investing in securities and providing mortgage and trust services. The Bank is headquartered in Durant, Oklahoma, and operates in 48 rural or suburban communities with 74 banking locations in Oklahoma and Texas. During 2022 and 2021, the Bank operated the following wholly owned subsidiaries: Unity Insurance Partners, First United Leasing Company, First United Property Holding Company, LLC, First United Asset Holding Company, LLC, First United Investments, Inc. and Seven Oaks-JV, LLC. First United Bank Mortgage Company is operated as a department of the Bank. The Bank holds investments in various partnerships. See Note 3: Investments in Partnerships for more information. In addition to the Bank, the Company owns 100% of DBI Capital Trust I, Durant Statutory Trust I, Durant Statutory Trust II, Krum Statutory Trust I, Consolidated Statutory Trust III, North American Capital Trust II, North American Capital Trust III, and North American Capital Trust IV, which were formed to facilitate the issuance of trust-preferred securities. The Bank owns Consolidated Statutory Trust II, which was also formed to facilitate the issuance of trust-preferred securities. In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 810-10-15-04, Variable Interest Accounting Guidance, the financial statements of these entities are not included in the accompanying consolidated financial statements. The subordinated debt to these entities from the Company is reported on the accompanying consolidated balance sheets. First United Risk Mitigation Services, Inc. is a wholly owned subsidiary of the Company and is engaged in the business of providing commercial, property and various liability insurance to its parent company and related entities. Prior to 2021, the Bank owned 50.05% of Seven Oaks-LP, LP (Seven Oaks LP) with an initial investment of $10,750. At the time the partnership was formed in 2020, the Bank modified an existing loan to Seven Oaks-JV, LLC (Seven Oaks LLC) by increasing the loan amount from $39,648 to $52,500 and transferring the loan to Seven Oaks LP. The Bank occupied office space in the building through a lease agreement with Seven Oaks LP. In 2021, the Bank purchased the remaining partnership interest from Seven Oaks LLC and dissolved the partnership. The Bank transferred the loan in the amount of $39,829 and cash of $20,576 as consideration for the remaining interest in the partnership. The transfer was accounted for as an asset purchase and recorded as premises and equipment. The Bank is subject to regulation by the Oklahoma State Banking Department, the Texas State Banking Department and the Federal Deposit Insurance Corporation. The Company is subject to regulation by the Federal Reserve Bank. Unity Insurance Partners is subject to regulation by the Oklahoma State Insurance Department and the Texas Department of Insurance. First United Risk Mitigation Services, Inc. is regulated by the Nevada Division of Insurance. 223 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 11 Note 2: Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company (and its subsidiaries) and the Bank (and its subsidiaries). All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the related disclosures. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, mortgage servicing rights, fair value of financial instruments and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in local economic conditions or deterioration in loan quality. In connection with the determination of the allowance for loan losses and the valuation of foreclosed assets held for sale, management obtains independent appraisals for significant properties. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance, based on their judgment, about information available to them at the time of their examination. Because of these factors, it is reasonably possible the allowance for loan losses may change in the near term. Cash and Cash Equivalents The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and noninterest-bearing balances and interest-bearing balances due from banks. At December 31, 2022, the Company’s cash accounts exceeded federally insured limits by $157,458, which included $108,821 of deposits on hand with the Federal Reserve Bank. Interest-Bearing Time Deposits in Banks Interest-bearing time deposits in banks are carried at cost. Debt Securities Debt securities are accounted for in accordance with ASC Topic 320-10, Accounting for Certain Investments in Debt Securities. Debt securities are classified in three categories based on management’s intent and ability to hold an investment to maturity and are accounted for as follows: (i) held-to-maturity securities reported at amortized cost; (ii) trading securities reported at fair value 224 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 12 with unrealized gains and losses included in earnings; and (iii) available-for-sale securities reported at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income (loss). At December 31, 2022 and 2021, all investment securities were classified as available-for-sale. Gains and losses on sales of securities are determined on the specific-identification method. Purchased premiums and discounts are recognized in interest income using the interest method over the remaining expected life of the security or the first call date. For debt securities with fair value below amortized cost when the Company does not intend to sell a debt security and it is more likely than not the Company will not have to sell the security before recovery of its cost basis, it recognizes the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income (loss). For held-to-maturity debt securities, the amount of an other-than-temporary impairment recorded in other comprehensive income (loss) for the noncredit portion of a previous other-than- temporary impairment is amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security. Equity Securities Equity securities with limited marketability are carried at cost, less impairment, if any, plus or minus any observable price changes. These investments in stock do not have readily determinable fair values and qualify for the practicability exception under Accounting Standards Update 2016-01 due to having illiquid markets. Associated realized and unrealized gains and losses are reported as securities transactions in the noninterest income section of the consolidated statements of comprehensive income. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. Equity securities are reported in other assets on the balance sheet and were $60,968 and $25,024 at December 31, 2022 and 2021, respectively. The carrying value of these securities was evaluated and was determined not to be impaired for the years ended December 31, 2022 and 2021. Equity Method Investments The Company uses the equity method of accounting for equity investments if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee. The Company's proportionate share of the net income or loss of these investees is included in consolidated net earnings. Judgment regarding the level of influence over each equity method investment includes considering key factors such as the Company's ownership interest, legal form of the investee (e.g. limited liability partnership), representation on the board of directors, participation in policy-making decisions and material intra-entity transactions. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing an equity method investment for impairment include the length of time (duration) and the extent (severity) to which the fair value of the equity method investment has been less than cost, the investee's financial condition and near-term prospects and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than-temporary is recognized in the period identified. 225 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 13 Securities Purchased Under Agreements to Repurchase/Resell The Company periodically enters into purchases or sales of securities under agreements to resell or repurchase as of a specified future date. The securities purchased under agreements to resell are accounted for as collateralized financing transactions and are reflected as an asset in the consolidated balance sheets. The securities pledged by the counterparties are held by a third party custodian and valued daily. The Company may require additional collateral to ensure full collateralization for these transactions. The repurchase agreements are considered financing agreements and the obligation to repurchase assets sold is reflected as a liability in the consolidated balance sheets of the Company. The repurchase agreements are collateralized by debt securities that are under the control of the Company. Loans and Leases Loans, for which management has the intent and ability to hold for the foreseeable future or until maturity or payoff, are reported at their outstanding unpaid principal balances reduced by any charge-offs or specific valuation accounts, net of any deferred fees on origination of loans or unamortized premiums or discounts on purchased loans. Discounts and premiums on purchased loans are amortized to income over the expected lives of the loans using a method that approximates the interest method. The amount of the loan origination fee that approximated the cost of originating the loan is immediately recognized as income. If the loan origination fee exceeds the cost of making the loan, that excess is capitalized and recognized as an adjustment of the yield of the related loan. The Company grants commercial, real estate and consumer loans to customers throughout its market areas. The economic condition of the market area may have an impact on the debtors’ ability to repay their loans. Management has considered this risk in determining the balance of its allowance for loan losses. Loans are considered past due when payments are not made according to contractual terms. Nonaccrual Loans A loan is placed on nonaccrual status when, in the opinion of management, the future collectability of interest and/or principal is in doubt. When a loan is placed on nonaccrual status, the accrued interest is reversed from interest income. Nonaccrual loans are returned to an accrual status when such loans are current as to principal and interest payments and future payments are expected to be made on schedule. Interest income generally is not recognized on specific nonaccrual loans unless the likelihood of further loss is remote. Interest payments received on such loans are applied as a reduction of the loan principal balance. Acquired Loans Loans acquired through business combinations are required to be carried at fair value as of the date of the combination. Loans that would have a general allowance for loan losses or have specific evidence of deterioration of credit quality since origination are adjusted to fair value and any allowance for loan losses is eliminated. The difference between the fair value of loans which do not have specific evidence of deterioration of credit quality since origination and their principal balance is recognized in interest income on a level-yield method over the life of the loans. For loans for which it is probable, at acquisition, the Company will be unable to collect all contractually required payments (as determined by the present value of expected future cash flows), the 226 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 14 difference between the undiscounted cash flows expected at acquisition and the investment in the loan, or the “accretable yield,” is recognized in interest income on a method which approximates the level-yield method over the life of the loan. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “nonaccretable difference,” are not recognized as yield adjustments or as loss accruals or valuation allowances. Increases in expected cash flows subsequent to the initial investment are recognized prospectively through adjustment of the yield on the loan over its remaining life. Decreases in expected cash flows are recognized as impairments. Any probable loss due to subsequent credit deterioration of the loans since acquisition is provided for in the allowance for loan losses. Allowance for Loan Losses The allowance for loan losses is established, as losses are estimated to have occurred, through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience and expected loss derived from the Company’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data. A loan is considered impaired when, based on current information and events, it is probable the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral-dependent. Groups of loans with similar risk characteristics, including individually evaluated loans not determined to be impaired, are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans. 227 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 15 Loan Securitizations The Company securitized certain mortgage loans and created mortgage-backed securities for sale in the secondary market. Because the resulting securities were collateralized by the identical loans previously held, no gain or loss was recognized at the time of the securitization transactions. When securitized loans are sold to an outside party, the specific-identification method is used to determine the cost of the security sold and a gain or loss is recognized in income. Mortgage Loans Held for Sale The Company utilizes the fair value option described in ASC Topic 825, Financial Instruments, to account for mortgage loans originated for resale. Mortgage loans originated and intended for sale in the secondary market are carried at fair value. Net unrealized gains and losses, if any, are recognized through a valuation allowance by charges to noninterest income. Gains and losses, net of discounts collected or paid and commitment fees paid, are considered at a normal servicing rate and recognized in noninterest income upon sale of the loan. Federal Home Loan Bank Stock Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank. The required investment in common stock is based on a predetermined formula, carried at cost and evaluated for impairment. Foreclosed Assets Held for Sale Assets acquired through, or in lieu of, loan foreclosures are initially recorded at fair value less estimated selling costs at the date of foreclosure. This fair value, less cost to sell, becomes the “cost” of the foreclosed asset. Any write-downs based on the asset’s fair value at the date of foreclosure are charged to the allowance for loan losses. After foreclosure, these assets are carried at the lower of their new cost basis or fair value, less cost to sell. Costs of significant property improvements are capitalized, not to exceed fair market value, whereas costs relating to holding property are expensed. Valuations are periodically performed by management, and any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to the lower of its cost or fair value, less cost to sell. Premises and Equipment Land is carried at cost. Other premises and equipment are carried at cost net of accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of the assets, which range from 3 to 20 years. Maintenance and repairs are expensed as incurred, while major additions and improvements are capitalized. Gains and losses on dispositions are included in current operations. Other Identifiable Intangible Assets Core deposit intangibles are amortized on a straight-line basis over the estimated useful lives of the core deposits, which range from 10 to 15 years. Customer relationships are amortized on a straight- line basis over a period of 10 years. These intangible assets are reviewed annually for possible 228 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 16 impairment. Impairment losses are measured by comparing the fair values of these intangible assets with their recorded amounts. Any impairment losses are reported in the accompanying consolidated statements of income and comprehensive income. Mortgage Servicing Rights Mortgage servicing assets are recognized separately when rights are acquired through purchase or through sale of financial assets. In accordance with ASC Topic 860-50, Transfers and Servicing, servicing rights resulting from the sale or securitization of loans originated by the Company are initially measured and recorded at fair value at the date of transfer. These capitalized servicing rights are accounted for by the fair value measurement method, which means the fair value of the servicing rights is measured at each reporting date with changes in the fair value reported in earnings in the period in which the changes occur. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or, alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. These variables change from quarter to quarter as market conditions and projected interest rates change and may have an adverse impact on the value of the mortgage servicing rights and may result in a reduction to noninterest income. Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned. Goodwill Goodwill is tested annually for impairment or more frequently if impairment indicators are present. If the implied fair value of goodwill is lower than its carrying amount, an impairment of goodwill is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the accompanying consolidated financial statements. Bank-Owned Life Insurance The Company maintains life insurance on certain officers or former officers, which is recorded at the cash surrender values determined by the insurance carriers. The increases in cash surrender value and proceeds from life insurance are included in other income on the accompanying consolidated statements of income and comprehensive income. Increases in cash surrender value are recorded as operating activities within the statements of cash flows. Premium payments to purchase life insurance and proceeds from life insurance are recorded as investing activities within the statements of cash flows. Transfers of Financial Assets Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when: 1) the assets have 229 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 17 been isolated from the Bank—put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership; 2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets; and 3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets. Treasury Stock Treasury stock transactions are accounted for at cost using the specific-identification method. Income Taxes The Company is taxed as a C Corporation and files a consolidated income tax return with the Bank and its subsidiaries in the U.S. federal jurisdiction and various states. Federal and state income tax expense or benefit has been allocated to subsidiaries on a separate return basis. Deferred taxes are recognized under the balance sheet method based upon the future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities, using the tax rates expected to apply to taxable income in the periods when the related temporary differences are expected to be realized. Realization of deferred tax assets is dependent upon the generation of a sufficient level of future taxable income and recoverable taxes paid in prior years. Although realization is not assured, management believes it is more likely than not that all the deferred tax assets will be realized. The Company's provision for income taxes is based on income and expense reported for financial statement purposes after adjustments for permanent differences such as interest income from lending to tax-exempt entities, tax credits, and amortization expense related to renewable energy credits. In computing the provision for income taxes, the Company evaluates the technical merits of its income tax positions based on current legislative, judicial, and regulatory guidance. The deferral method of accounting is used on investments that generate investment tax credits, such that the investment tax credits are recognized as a reduction to the related investment. The Company recognizes interest and/or penalties related to income tax matters as a component of noninterest expense. There were no penalties or related interest for the years ended December 31, 2022 and 2021. Statements of Cash Flows Cash paid for interest during 2022 and 2021 was $101,736 and $57,383, respectively. In 2022 and 2021, the Company recorded, as noncash activities, the transfer of $276 and $4,939 respectively, of net loans to foreclosed assets held for sale. In 2022 and 2021, the Company recorded, as noncash activities, the net change in GNMA loans eligible for repurchase and related borrowings of $40,248 and $40,133, respectively, and life insurance proceeds receivable of $0 and $419, respectively. In 2022 and 2021, the Company recorded, as noncash activities, $7,419 and $1,528, respectively, of fixed assets as the result of converting leveraged leases to operating leases. 230 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 18 In 2022, the Company recorded, as noncash activities, $12,100 of Right-of-Use Assets and related lease liabilities related to the implementation of ASU No. 2016-02, Leases (Topic 842). In 2021, the Company recorded, as noncash activities, $69,417 of fixed assets, $(39,829) of loans and $(29,587) of investments in partnerships as the result of purchasing the remaining partnership interest in Seven Oaks LP, LP and contingent liabilities of $10,902. See Note 3: Investments in Partnerships for more information regarding Seven Oaks LP, LP. In 2022, the Company recorded, as noncash activities, accrued dividends of $1,640 on preferred stock. In 2022 and 2021, the Company paid income taxes of $1,000 net of $8,587 refunds and $26,999 tax credits applied and $30,266 net of $1,482 refunds and $19,630 tax credits applied, respectively. In 2021, the Company paid $7,850 in estimated tax payments related to 2020 tax extensions and reported $10,652 in commitments to the solar tax equity investment fund. See Note 14: Income Taxes for more information. Derivative Instruments The Company’s activities expose it to interest rate risk. Management has established risk management policies and strategies to reduce the potentially adverse effects the volatility of the markets may have on its operating results. These policies and strategies include the use of various derivative instruments related to the valuation of mortgage servicing rights, interest rate lock commitments, forward sale commitments related to the origination of mortgage loans and interest rate swaps. Mortgage Servicing Rights Derivatives Derivatives related to the valuation of mortgage servicing rights are recognized as other assets and other liabilities on the consolidated balance sheet and measured at fair value. For exchange-traded contracts, fair value is based on quoted market prices. The Company’s policies permit the use of various derivative financial instruments to manage the valuation risks related to mortgage servicing rights. Interest Rate Lock Derivative Loan Commitments Mortgage loan commitments that relate to the origination of mortgages that are held for sale upon funding are considered derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging. Loan commitments that are derivatives are recognized at fair value on the accompanying consolidated balance sheets in other assets and other liabilities with changes in their fair values recorded in noninterest income. Forward Loan Sale Commitments The Company carefully evaluates all loan sales agreements to determine whether they meet the definition of a derivative in accordance with ASC Topic 815, Derivatives and Hedging as facts and circumstances may differ significantly. If agreements qualify to protect against the price risk inherent in derivative loan commitments, the Company uses both “mandatory delivery” and “best efforts” forward loan sale commitments to mitigate the risk of potential decreases in the values of loans that would result from the exercise of the derivative loan commitments. Accordingly, 231 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 19 forward loan sale commitments are recognized at fair value on the accompanying consolidated balance sheets in other assets and liabilities with changes in their fair values recorded in other noninterest income. The Company estimates the fair value of its forward loan sales commitments using a methodology similar to that used for derivative loan commitments. Interest Rate Swaps The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the payment of fixed amounts to a counterparty in exchange for the Company receiving variable payments over the life of the agreements without exchange of the underlying notional amount. For cash flow hedges, changes in the fair values of the derivative instruments are reported in accumulated other comprehensive income (loss) to the extent the hedge is effective. The gains and losses on derivative instruments that are reported in accumulated other comprehensive income (loss) are reflected in the consolidated statements of income in the periods in which the results of operations are impacted by the variability of the cash flows of the hedged item. Generally, net interest income is increased or decreased by amounts receivable or payable with respect to the derivatives, which qualify for hedge accounting. At inception of the hedge, the Company establishes the method it uses for assessing the effectiveness of the hedging derivative and the measurement approach for determining the ineffective aspect of the hedge. The ineffective portion of the hedge, if any, is recognized in the consolidated statements of income. The Company excludes the time value expiration of the hedge when measuring ineffectiveness. Transactions with Management and Related Parties In the ordinary course of business, management, directors of the Company, executive officers and principal shareholders of the Company and their associates engage in business transactions with the Bank. These transactions are conducted on substantially the same terms as those prevailing at the time for comparable transactions with other parties. They do not involve more than normal risk or present other unfavorable features. Loans made to related parties are made on substantially the same terms as those prevailing at the time for comparable transactions with unrelated parties. Related party loans totaled $43,438 and $50,742 at December 31, 2022 and 2021, respectively. The Company has notes receivable outstanding in connection with the purchase of common stock of the Company by certain officers of the Bank. As of December 31, 2022 and 2021, respectively, the outstanding balance was $16,539 and $18,092. These notes are due in 2025, 2027, 2029, 2030 and 2031, and bear interest of 0.60% and 0.58% at December 31, 2022 and 2021, respectively. Interest is payable annually. Principal and accrued interest are payable upon maturity. The notes are secured by applicable purchased shares of the Company’s common stock. The notes receivable are presented as a reduction of stockholders’ equity in the accompanying consolidated balance sheets. 232 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 20 The Bank held deposits from related parties of $18,459 and $49,504 at December 31, 2022 and 2021, respectively. The Bank and its subsidiaries participate in various partnership interests. In 2020, The Bank provided a line of credit of $27,730 to Windhaven Office Partners, LP for construction of a new building. The outstanding balance on the line of credit was $7,463 and $11,709 as of December 31, 2022 and 2021, respectively. In 2021, First United Leasing Company sold its investment in McKinney Fitness Center, LP and recognized a gain on sale of $764. At the time of sale, McKinney Fitness Center, LP paid off its outstanding loan balances with the Bank of $5,535. In 2021, the Bank purchased the remaining partnership interest in Seven Oaks-LP, LP, at which time a loan in the amount of $39,829 and cash of $20,576 were transferred as consideration for the asset purchase. See Note 3: Investments in Partnerships for more information. In 2022, the Company and its existing shareholders purchased all the remaining outstanding shares of common stock held by Lacy Harber, the previous owner of North American Bancshares, Inc., at an aggregate purchase price of $143,545 or 1,678,890 shares at $85.50 per share. The Company purchased 999,447 shares of treasury stock for a total of $85,453 and existing shareholders purchased 679,443 shares for a total of $58,092. The Company simultaneously sold 404,001 shares of treasury stock at $199.14 per share for a total of $80,452 to Castle Creek Capital Partners. Revenue Recognition Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), was adopted by the Company on January 1, 2019. ASU 2014-09 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The majority of the Company's revenue is generated from sources outside the scope of ASU 2014- 09. Revenue generated from financial instruments, such as loans, letters of credit, derivatives and investment securities, as well as revenue related to mortgage servicing activities are all outside the scope of ASU 2014-09 and are recorded in adherence with GAAP. Service charges and fees on deposit accounts, insurance commission and fee income, income from trust services, credit card interchange fees as well as gains and losses on the sale of foreclosed assets held for sale are within the scope of ASU 2014-09. Descriptions of the Company's revenue generating activities that are within the scope of ASU 2014-09 are described below. Service charges on deposit accounts The Company earns fees from its deposit customers for transaction-based, account maintenance and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering and ACH fees, are recognized at the time the transaction is executed, which is the point in time the Company fulfills the customer's request. Account maintenance fees, which relate primarily to monthly maintenance, are earned monthly, representing the period in which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer's account balance. 233 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 21 Insurance commissions The Company earns commission income through production on behalf of insurance carriers and also earns fee income by providing complementary services such as collection of premiums. In most instances, the Company considers the performance obligation to be complete at the time the service was rendered. Trust and non-deposit investment product income The Company offers trust services and acts as executor, administrator, trustee, transfer agent and in various other fiduciary capacities. Administrative fees are assessed for managing trust accounts. Shareholder fees are received in connection with holding specific fund share classes. In return for these services, the mutual fund (or its distributor or investment advisor) pays a fee to the Company. There are also other types of fees charged on a one-time basis such as those related to opening and closing trust accounts. The Company records trust fees on a monthly, quarterly or annual basis based on the size of the asset being managed. Fees may be fixed or, where applicable, based on a percentage of transaction size of managed assets. These fees are recorded as revenue at the time the fee is billed, according to the agreement with the customer. Interchange income The Company earns interchange fees from debit and credit cardholder transactions conducted through the third-party payment networks. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized concurrent with the transaction processing services provided to the cardholder. Gains (losses) on foreclosed assets held for sale The Company records a gain or loss from the sale of foreclosed assets when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of the foreclosed asset to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the foreclosed asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. Comprehensive Income Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) can include unrealized gains (losses) on available-for-sale securities, unrealized gains (losses) on available-for-sale securities for which a portion of an other-than- temporary impairment has been recognized in income and unrealized and realized gains (losses) on derivative financial instruments that qualify for hedge accounting. Reclassification of Prior Year Amounts Certain reclassifications have been made to the 2021 consolidated financial statements to conform to the 2022 consolidated financial statement presentation. These reclassifications had no effect on net income. 234 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 22 Subsequent Events Subsequent events have been evaluated through March 30, 2023 which is the date the consolidated financial statements were available to be issued. Recent Accounting Pronouncements Standards adopted The Company adopted ASU No. 2016-02, Leases (Topic 842) as of January 1, 2022, and recorded a $12,352 right-of-use asset offset by a $12,352 lease liability. The Company determines if an arrangement is a lease at inception. Operating lease assets are included in premises and equipment, operating lease liabilities are included in other liabilities in the Company's consolidated balance sheets. The Company has made an accounting policy election not to recognize short-term lease assets and liabilities (less than a 12-month term) or immaterial equipment and server space leases in its balance sheets; instead, the Company recognizes the lease expense for these leases on a straight- line basis over the life of the lease. For leases that commenced before January 1, 2022, the Company applied the modified retrospective transition method, which resulted in comparative information not being restated. The Company has no material finance leases. The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permits us to not reassess our prior conclusions about lease identification, lease classification, and initial direct costs. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Right-of-use lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses an estimated incremental collateralized borrowing rate, which is derived from information available at the lease commencement date and gives consideration to borrowing rates for the Company’s subordinated debt, when determining the present value of lease payments. The Company's lease terms include options to extend a lease when it is reasonably certain that the Company will exercise that option. The Company's lease agreements do not contain any residual value guarantees. Right-of-use assets are adjusted for any lease payments made prior to lease commencement, lease incentives, and accrued rent. Right-of-use assets are reviewed for impairment when events or circumstances indicate that the carrying amount may not be recoverable. For operating leases, if deemed impaired, the right-of-use asset is written down and the remaining balance is subsequently amortized on a straight-line basis. The Company has real estate lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. See Note 8: Leases for more information. Standards not yet adopted FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), which introduces a new credit loss model, the current expected credit loss model (CECL), which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL model utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity securities and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. For available for-sale securities where fair value is less 235 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 23 than cost, credit-related impairment, if any, will be recognized in an allowance for credit losses and adjusted each period for changes in expected credit risk. This model replaces the multiple existing impairment models, which generally require that a loss be incurred before it is recognized. The Company has made significant changes in the processes and procedures to calculate the allowance for credit losses, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2022. The Company adopted the standard in its fiscal year beginning January 1, 2023. Upon adoption of ASU No. 2016-13, the Company did not recognize a material adjustment in the first quarter of 2023 to the allowance for credit losses or the off-balance sheet reserve as a result of adopting the new standard. The Company's available-for-sale securities were not materially affected by the adoption of ASU No. 2016-13 due to the nature of the portfolios which consist of approximately 62% of U.S. government agency and mortgage-backed securities. The Company’s adjustment to the allowance for credit losses at the transition date may vary from our estimate due to refinements in the loss estimation models or factors. Note 3: Investments in Partnerships The Company and its subsidiaries participate in various equity method partnership interests. Investments in partnerships as of December 31, 2022 and 2021 were as follows: Ownership Amount Ownership Amount WDC-FUB Office Investors, LLC 50.00%3,802 50.00%5,254 Windhaven Office Partners, LP 26.73%1,856 26.73%2,216 Exencial Wealth Advisors 25.00%28,959 15.00%17,509 Finotta, Inc.23.40%2,523 23.40%3,000 37,140$ 27,979$ 2022 2021 236 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 24 The following table presents the activity in the Company’s equity method partnership interests for the years ended December 31, 2022 and 2021: WDC-FUB Windhaven Seven Exencial Office Investors, LLC Office Partners, LP Oaks-JV, LLC Wealth Advisors Finotta, Inc. Balance, January 1, 2021 6,255$ 2,216$ 10,750$ -$ -$ Acquisitions ---17,490 3,000 Contributions 250 ---- Distributions ---(412)- Equity income/(loss), net (1,251)-(1,738)431 - Liquidation of partnerships --(9,012)-- Balance, December 31,2021 5,254$ 2,216$ -$ 17,509$ 3,000$ Acquisitions ---11,660 - Contributions ----- Distributions ---(406)- Equity income/(loss), net (1,452)(360)-196 (477) Liquidation of partnerships ----- Balance, December 31, 2022 3,802$ 1,856$ -$ 28,959$ 2,523$ First United Asset Holding Company, LLC (the Asset Holding Company) owns 50% of WDC-FUB Office Investors, LLC (WDC-FUB) in partnership with WRF Office Investors, LLC with an initial investment of $8,550. WDC-FUB was created for the purpose of acquiring, owning and operating Advancial Tower in downtown Dallas, TX. The Bank occupies office space in the tower through a lease agreement with WDC-FUB. This investment is an equity investment using the equity method of accounting. The Bank provided initial funding to WDC-FUB for acquisition of the property in the amount of $39,900. The outstanding balance on the line of credit was $39,266 and $39,900 as of December 31, 2022 and 2021, respectively. The Bank owns 26.73% of Windhaven Office Partners, LP (Windhaven), in partnership with Yego Parkwood, LP and Haggard Windhaven, LLC with an initial investment of $2,216. Windhaven was created for the purpose of acquiring, owning and operating office buildings located in Plano, TX. The Bank provided a line of credit of $27,730 to Windhaven for construction of a new building. The Bank occupies office space in the building through a lease agreement with Windhaven. The investment is an equity investment using the equity method of accounting. In 2021, the Bank purchased the remaining partnership interest in Seven Oaks LP from Seven Oaks LLC and dissolved the partnership. See Note 1: Organization and Nature of Operations for more information. During 2021, the Bank purchased a 15% interest in Exencial Wealth Advisors (Exencial) from Burns Wealth Management, Inc. for an aggregate purchase price of $17,490. Exencial is a full service, registered investment advisory firm offering investment advice, tax advice, tax execution and trust preparation services. The Bank was required by the terms of the agreement to purchase an additional 10% interest in Exencial in 2022 for an aggregate purchase price of $11,660. This investment is an equity investment using the equity method of accounting. 237 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 25 During 2021, the Bank purchased a 23.4% interest in Finotta, Inc. (Finotta) for an aggregate purchase price of $3,000. Finotta is a financial technology company that specializes in mobile application development. The Bank intends to partner with Finotta in the development of mobile financial well-being tools for its customers and employees. This investment is an equity investment using the equity method of accounting. Note 4: Securities The amortized cost and approximate fair values, together with gross unrealized gains and losses, of available-for-sale securities as of December 31, 2022 and 2021, were as follows: Gross Gross Approximate Amortized Unrealized Unrealized Fair Cost Gains Losses Value 2022 U.S. government-sponsored enterprises (GSEs)28,520$ -$ (978)$ 27,542$ Mortgage-backed securities – government-sponsored enterprises (GSEs)895,311 375 (56,783)838,903 Obligations of state and political subdivisions 571,635 531 (59,466)512,700 Other securities 6,000 --6,000 1,501,466$ 906$ (117,227)$ 1,385,145$ 2021 Mortgage-backed securities – GSEs 693,765$ 10,194$ (3,927)$ 700,032$ Obligations of state and political subdivisions 489,331 25,495 (1,300)513,526 1,183,096$ 35,689$ (5,227)$ 1,213,558$ Available-for-sale securities carried at $639,761 and $791,913 at December 31, 2022 and 2021, respectively, were pledged to secure public deposits and for other purposes required or permitted by law. 238 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 26 The amortized cost and estimated fair value of securities as of December 31, 2022 and 2021, by contractual maturity are presented below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties. The table below reflects expected and contractual maturities. Approximate Approximate Amortized Fair Amortized Fair Cost Value Cost Value Within one year 30,489$ 29,961$ 23,313$ 23,444$ After one year but within five years 51,854 49,958 40,979 41,278 After five years but within ten years 53,832 49,536 31,141 31,437 After ten years 469,980 416,787 393,898 417,366 Mortgage-backed securities – GSEs 895,311 838,903 693,765 700,032 1,501,466$ 1,385,145$ 1,183,096$ 1,213,558$ 2022 2021 Certain investments in debt securities are reported in the accompanying consolidated financial statements at an amount less than their historical cost. Total fair value of these investments at December 31, 2022 and 2021, was $1,009,745 and $300,514, respectively, which is approximately 73% and 25%, respectively, of the Company’s available-for-sale securities. Based on evaluation of available evidence, including changes in market interest rates, credit rating information and information obtained from regulatory filings, management believes the declines in fair value for these securities are temporary. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other- than-temporary impairment is identified. Gross gains of $0 and $2,806 resulting from sales of available-for-sale securities were realized during the years ended December 31, 2022 and 2021, respectively. 239 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 27 The following table shows the Company’s investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2022 and 2021: Unrealized Unrealized Unrealized Fair Value Losses Fair Value Losses Fair Value Losses 2022 U.S. – GSEs 26,320$ (942)$ 1,211$ (36)$ 27,531$ (978)$ Mortgage-backed securities – GSEs 335,763 (25,072)171,937 (31,711)507,700 (56,783) State and political subdivisions 347,898 (29,097)126,616 (30,369)474,514 (59,466) Total 709,981$ (55,111)$ 299,764$ (62,116)$ 1,009,745$ (117,227)$ 2021 U.S. – GSEs -$ -$ -$ -$ -$ -$ Mortgage-backed securities – GSEs 228,214 (3,927)-- 228,214 (3,927) State and political subdivisions 72,300 (1,300)--72,300 (1,300) Total 300,514$ (5,227)$ -$ -$ 300,514$ (5,227)$ Less than 12 Months 12 Months or More Total Note 5: Loans and Allowance for Loan Losses Segments and classes of loans, including acquired loans, net of discounts, as of December 31, 2022 and 2021, are as follows: 2022 2021 Nonincome producing real estate Commercial 1,092,449$ 1,101,415$ Custom and spec residential 1–4 family 1,005,310 916,525 Income producing real estate 2,597,413 2,408,947 Commercial and industrial Owner-occupied 639,574 604,710 Other – Nonowner-occupied 1,992,146 1,915,307 Consumer Residential 1–4 family 3,986,416 2,468,528 Other 161,923 144,564 Total loans 11,475,231 9,559,996 Net deferred loan fees (4,225)(10,208) Allowance for loan losses (112,552)(98,562) Loans, net 11,358,454$ 9,451,226$ 240 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 28 The following table presents the balances in the allowance for loan losses and the recorded investment in loans, including loans acquired in 2022 and 2021, net of discounts, based on portfolio segment and impairment method as of December 31, 2022 and 2021: Nonincome Income Producing Producing Commercial Consumer Real Estate Real Estate and Industrial Loans Total December 31, 2022 Allowance for loan losses Balance, beginning of year 21,326$ 29,910$ 28,534$ 18,792$ 98,562$ Provision for loan losses 1,547 1,381 6,622 9,835 19,385 Charge-offs (68)-(6,651)(1,541)(8,260) Recoveries 94 185 1,712 873 2,864 Net (charge-offs) recoveries 26 185 (4,939)(668)(5,396) Balance, end of year 22,899$ 31,476$ 30,218$ 27,959$ 112,552$ Allowances – ending balances Loans individually evaluated for impairment $ - $ 25 $ 322 $ - 347$ Loans collectively evaluated for impairment 22,899 31,451 29,896 27,959 112,205 Total 22,899$ 31,476$ 30,218$ 27,959$ 112,552$ Loans – ending balances Loans individually evaluated for impairment $ 8,370 $ 37,775 $ 28,322 $ 6,162 80,629$ Loans collectively evaluated for impairment 2,089,389 2,559,638 2,603,398 4,142,177 11,394,602 Total 2,097,759$ 2,597,413$ 2,631,720$ 4,148,339$ 11,475,231$ December 31, 2021 Allowance for loan losses Balance, beginning of year 16,917$ 26,851$ 30,370$ 13,798$ 87,936$ Provision for loan losses 4,246 2,985 (1,150)6,645 12,726 Charge-offs (21)(1,557)(2,241)(3,819) Recoveries 184 74 871 590 1,719 Net (charge-offs) recoveries 163 74 (686)(1,651)(2,100) Balance, end of year 21,326$ 29,910$ 28,534$ 18,792$ 98,562$ Allowances – ending balances Loans individually evaluated for impairment $ 311 $ 1,485 $ - 1,796$ Loans collectively evaluated for impairment 21,015 29,910 27,049 18,792 96,766 Total 21,326$ 29,910$ 28,534$ 18,792$ 98,562$ Loans – ending balances Loans individually evaluated for impairment $ 2,144 $ 40,113 $ 11,693 $ 3,747 57,697$ Loans collectively evaluated for impairment 2,015,796 2,368,834 2,508,324 2,609,345 9,502,299 Total 2,017,940$ 2,408,947$ 2,520,017$ 2,613,092$ 9,559,996$ 241 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 29 Risk characteristics applicable to each segment of the loan portfolio are described as follows: Real Estate –The real estate portfolio consists of residential, commercial, construction and land development properties. The loans in this category are repaid primarily from the cash flow of the borrowers’ principal business operation, the sale of the real estate, the operation of the real estate or income independent of the loan purpose. Credit risk in these loans is driven by the creditworthiness of the borrower, property values and overall economic conditions. Commercial –The commercial portfolio includes commercial and industrial loans, representing loans to commercial customers for use in financing working capital needs, equipment purchases and expansions. The loans in this category are repaid primarily from the cash flow of the borrower’s principal business operation. Credit risk in these loans is driven by the creditworthiness of borrowers and the economic conditions that impact the cash flow stability from business operations. Consumer –The consumer loan portfolio consists of various term and line of credit loans, such as residential 1-4 family, home equity, automobile and personal property. Repayment for these types of loans will come from the borrower’s income sources that are typically independent of the loan purpose. Credit risk is driven by consumer economic factors, such as unemployment and creditworthiness of the borrower. Internal Risk Categories Loan grades are numbered 1 through 10. Grades 1 through 7 are considered satisfactory grades. Grade 8, Watch, represents loans of lower quality that are considered criticized. Grade 9, Substandard, and 10, Doubtful, refer to assets that are classified. The use and application of these grades by the Company will be uniform and shall conform to the Company’s policy. 1 – Exceptional Credits – The credits are of the highest quality. Borrowers are investment grade or loans are well collateralized by cash equivalent instruments held by the Company. If grade is driven by probability of default, borrowers must possess abundant, diverse repayment sources including global liquidity currently sufficient to cover the balance of the loan at any point in time with extra cushion. No documentation deficiencies or exceptions exist. Cash secured loans rated at this grade level should be expected to perform in accordance with all loan terms over twelve months. Investment grade borrowers tend to be Fortune 1000 companies or nationwide non-profit organizations supported by well-established foundations. Non-cash secured exceptional loans, on average, rank in the range of the top 1% to 2% of all loans held by the Company. 2 – Superior Credits – Superior borrowers are the Company’s strongest, most stable borrowers. Superior borrowers and loans possess a notably low level of default risk or ultimate loss exposure. Loans with questionable repayment prospects that are fully cash secured may also fit this general description. Superior loans conform to Company policy and are supported by well- established borrowers. Superior individual borrowers maintain a notably strong net worth position well supported by a high, stable level of liquid assets and/or income, and generally maintain an impeccable credit record. Superior commercial borrowers tend to be well established entities with broad market presence or leadership positions within the markets they serve. Such borrowers possess clearly evident financial strength and stability, including consistently strong cash flow generation ability combined with excellent to abundant levels of liquid assets and low to 242 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 30 moderate levels of leverage. Superior commercial borrowers typically possess unquestionably capable business leaders and executive team members and sustainable competitive advantages that together translate into staying power, even in the face of adversity, which is also supported by the ability of the organizations to effectively anticipate and respond to changes in customer preferences and competitors' strategies. Superior consumer borrowers possess a superior track record of across the board personal financial strength that includes a strong net worth position significantly comprised of liquid assets. Non-cash secured superior loans, on average, rank within the top 7% to 10% of all loans held by the Company. 3 – Excellent Credits – Excellent loans possess excellent overall credit quality supported by seasoned, predictable, diverse sources of repayment including persistently healthy cash flow, liquidity and/or net working capital and equity capital positions. Individual or commercial borrowers tend to possess excellent credit records and multiple forms of persistent financial strength that have resulted from sustained levels of success. These loans conform in all material respects with Company policy. Businesses or business purpose investments are backed by excellent, clearly capable owners and/or management teams, especially within senior-most roles. Staying power is also supported by one or more key sustainable competitive or execution advantages and the ability to effectively address changes in customer preferences and competitors' strategies as they arise. Likelihood of default prior to full repayment is low and non- cash secured excellent loans, on average, rank within the top 8% to 30% of all loans held by the Company. While excellent borrowers need not be best in class, they are borrowers of credit quality that is clearly above average portfolio-wide levels. 4 – Preferred (Above Average) Credits – Preferred (above average quality) loans are desirable because of their ability to contribute favorably to overall portfolio credit quality, especially when uncertain or unfavorable economic conditions prevail. Preferred loans are supported by comfortable (full cycle) cash flow coverage, meaningful (currently existing) financial liquidity and net working capital, and moderate financial leverage. Preferred borrowers are financially sound borrowers. Commercial borrowers maintain well established operations generating consistently good to very good performance levels. These loans conform in all material respects with Company policy and are supported by established borrowers with good performance histories and outlooks. Companies typically possess broadly capable management teams and favorable competitive positions supported by at least one key sustainable competitive advantage and the ability to effectively respond to changes in customer preferences and competitors' strategies as they arise to comfortably weather a temporary weakening of business prospects. Likelihood of default prior to full repayment is lower than average and non-cash secured preferred loans, on average, rank within the top 25% to top 50% of all loans held by the Company. 5 – Good Credits – Good credits possess minor weaknesses resulting in lower than average credit quality despite positive attributes (one or more strengths that can be built on) that make them preferable to lower pass rated loans. Good commercial loans possess at least two of the following three attributes: (1) currently comfortable cash flow coverage, (2) meaningful (existing) liquidity or net working capital positions or (3) acceptable financial leverage. Good individual loans are supported by a credit score in the range of 660 and above, and more than one form of financial resources that can be relied upon to sustain payments on the loan during a period of change or transition. Good loans may include a justified exception to Company policy and are supported by borrowers with financial positions that are currently good but may be susceptible to 243 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 31 potential weakening due to the impact of an economic slowdown, changes in the competitive landscape or cash earning and collection issues. Companies possess acceptable competitive positions and management teams capable of responding to changes in business conditions without undue delay. Likelihood of default prior to full repayment is somewhat higher than average and non-cash secured good loans, on average, rank within the top 50% to 70% of all loans held by the Company. 6 – Acceptable Credits – Acceptable loans meet or nearly meet all of the minimum requirements for an approvable loan and possess at least one credit quality attribute that exceeds the related required level by more than a thin margin that offsets a minor weakness area. The overall credit quality level of acceptable loans is below average, based on the borrowers’ credit scores or track records with the Company and/or many of its key ratios, which may exceed minimum requirements, but not by a material margin. Acceptable borrowers, as a whole are likely to perform reasonably well during periods of stable circumstances, but some may experience varying levels of distress following the occurrence of an adverse event or a sustained economic downturn. This may be due to the existence of more than one minor policy exception, the lack of existence of a compelling strength amongst its cash flow coverage, liquidity or net working capital and leverage profiles, or susceptibility to unacceptable quality weakening in its collective financial resources during periods of prolonged or pronounced economic weakness. Acceptable commercial borrowers maintain currently acceptable competitive positions and management teams that are expected to be capable of responding to changes in business conditions without undue delay. Default likelihood is moderately higher than average but can be offset by proper risk-based pricing. Acceptable loans should be made selectively when the probability level of economic downturn is significantly elevated. Non-cash secured acceptable loans, on average, rank within the top 70% to 90% of all loans held by the Company. 7 – Pass Credits – Pass rated loans are acceptable stretch loans that are expected to perform acceptably despite one or more key underwriting weaknesses at the time of underwriting. Pass rated loans are borderline or max risk loans that often contain an obvious policy exception that appears to be offset by one or more identified mitigating factors. Pass loans may also be loans that barely meet and/or do not exceed the essential underwriting parameters related to the borrower and loan type. Given that they leave limited room for error on the day they are booked and exposed to the ever-present possibility of a downturn in borrower and/or economic circumstances prior to their maturity, the pricing of such loans should be carefully considered and the performance of this group of loans should be continuously, diligently monitored in the aggregate. Potential loan losses over the next 12 months at this rating level may approach or exceed 2.00% during economic cycle-point lows, even though on average, group level losses are expected to fall in the range of 1.35% to 1.70%. The level of representation of pass rated loans should be kept under 8.00% of all pass rated loans at all times. To accomplish this objective, origination of new max risk loans should be specifically limited when the representation of this rating category pushes over a level of 5% of all loans held by the Company. 8 – Watch Credits – Watch rated loans are unacceptable for origination under any circumstances. Watch rated credits result from deterioration of borrower quality from an acceptable to unacceptable level and watch credits should be closely and diligently managed in an “up or out” fashion. They can potentially be structurally enhanced or linked to a borrower prescribed game plan expected to bring their quality level back up to an acceptable or max risk level. Otherwise, “out” strategies and options should be considered. Watch borrowers exhibit 244 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 32 signs of weakness in the overall base of financial resources available to repay the loan (i.e. - borderline cash flow coverage combined with relatively low levels of liquidity, limited or slightly negative net working capital and/or elevated financial leverage. However, mitigating factors exist that are expected to contribute to the avoidance of pronounced (> 60 days) delinquency levels. Identified weaknesses are expected to be reduced or eliminated within 6-12 months, as opposed to progressing to a more pronounced level. Watch loans should be closely monitored, and if possible, re-priced to reflect their elevated level of risk. They do not expose the Company to sufficient longer term risk to justify a classified asset rating. However, they should be categorized as criticized assets for analytical purposes. 9 – Substandard Credits – Substandard loans may be accruing or have been placed on non- accrual status. Substandard loans are considered to be inadequately protected by the current sound net worth and paying capacity of the obligor or the collateral pledged, if any. Loans classified as substandard possess well-defined weaknesses that are generally expected to jeopardize liquidation of the loan. Loans with superior or excellent collateral protection may ultimately experience no loan losses, despite the fact they have become collateral dependent, a key characteristic of many substandard loans. Loan payment performance may have progressed to a point where payments on the loan have become persistently past due, potentially justifying a non-accrual status. These loans are characterized by the distinct possibility that the Company may sustain some level of loss if such weaknesses are not corrected. Examples of well-defined weaknesses include the existence of persistent competitive disadvantages, very high balance sheet leverage, marginally positive or negative earnings, low and declining liquidity, inadequate loan structures, inadequate repayment sources, and/or a history of several or severely delinquent payments. The Company has defined the general range of expected loss for substandard loans to be between 6.00% and 33.00%. This is important when distinguishing between the assignment of a substandard versus doubtful rating to a loan. 10 – Doubtful Credits – Loans classified as doubtful possess all of the weaknesses inherent in loans classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable or improbable based on currently existing facts, conditions and values. Loans rated as doubtful are not rated as loss because certain events may occur that could salvage the debt. These events include injections of capital, additions of pledged collateral or possible mezzanine debt refinancing options. However, without the occurrence of such events, losses would likely be substantial. No definite repayment schedule exists for these loans. The doubtful grade is a temporary grade, and once the loss amount is determined, the remaining balance of the loan should be written off. Loss Credits – These loans have no rating. They are defaulted loans with limited recovery prospects. No loan that has not yet defaulted should be classified at this grade level. This classification does not mean the asset has absolutely no recovery or salvage value, but rather, it is not practical or desirable to defer writing off this basically worthless asset, even though partial recovery may be achieved in the future. The Company evaluates the loan risk grading system definitions and allowance for loan loss methodology on an ongoing basis. 245 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 33 The following table presents the credit risk profile of the Company’s loan portfolio, including acquired loans, net of discounts, based on internal rating category and payment activity as of December 31, 2022 and 2021: Pass Pass Watch Substandard Doubtful (1–6)(7)(8)(9)(10)Total December 31, 2022 Nonincome-producing real estate Commercial 1,069,500$ 11,628$ 3,486$ 7,835$ -$ 1,092,449$ Custom and spec residential 1–4 family 994,053 6,785 1,488 2,947 37 1,005,310 Income-producing real estate 2,215,645 287,410 56,307 38,051 -2,597,413 Commercial and industrial Owner-occupied 621,276 9,707 2,223 6,368 -639,574 Other – nonowner-occupied 1,888,685 51,745 18,836 32,880 -1,992,146 Consumer Residential 1–4 family 3,954,389 12,913 5,575 13,539 -3,986,416 Other 142,327 15,705 762 3,108 21 161,923 Total 10,885,875$ 395,893$ 88,677$ 104,728$ 58$ 11,475,231$ December 31, 2021 Nonincome-producing real estate Commercial 1,090,096$ 6,982$ 2,517$ 1,820$ -$ 1,101,415$ Custom and spec residential 1–4 family 910,853 1,946 2,553 1,173 -916,525 Income-producing real estate 2,165,215 149,525 53,970 40,237 -2,408,947 Commercial and industrial Owner-occupied 580,990 11,444 5,510 6,766 -604,710 Other – nonowner-occupied 1,824,942 37,572 37,210 15,583 -1,915,307 Consumer Residential 1–4 family 2,444,785 11,604 3,350 8,789 -2,468,528 Other 125,511 16,455 675 1,914 9 144,564 Total 9,142,392$ 235,528$ 105,785$ 76,282$ 9$ 9,559,996$ 246 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 34 The following table presents the Company’s loan portfolio aging analysis of the recorded investment in loans, including acquired loans, net of discounts, as of December 31, 2022 and 2021: Total Loans 90 Days Greater than 30–59 Days 60–89 Days or More Total Total Loans 90 Days and Past Due Past Due Past Due Past Due Current Receivable Accruing December 31, 2022 Nonincome-producing real estate Commercial 50$ 14$ 68$ 132$ 1,092,317$ 1,092,449$ 68$ Custom and spec residential 1–4 family 117 -1,763 1,880 1,003,430 1,005,310 - Income-producing real estate 261 --261 2,597,152 2,597,413 - Commercial and industrial Owner-occupied 2,802 1,161 680 4,643 634,931 639,574 13 Other – nonowner-occupied 3,554 1,289 1,899 6,742 1,985,404 1,992,146 - Consumer Residential 1–4 family 5,494 2,413 13,138 21,045 3,965,371 3,986,416 772 Other 1,205 352 756 2,313 159,610 161,923 Total 13,483$ 5,229$ 18,304$ 37,016$ 11,438,215$ 11,475,231$ 853$ December 31, 2021 Nonincome-producing real estate Commercial 4,022$ -$ 495$ 4,517$ 1,096,898$ 1,101,415$ -$ Custom and spec residential 1–4 family 90 -897 987 915,538 916,525 - Income-producing real estate 275 2,603 356 3,234 2,405,713 2,408,947 - Commercial and industrial Owner-occupied 2,549 272 723 3,544 601,166 604,710 31 Other – nonowner-occupied 2,331 1,441 2,461 6,233 1,909,074 1,915,307 - Consumer Residential 1–4 family 1,983 1,464 7,249 10,696 2,457,832 2,468,528 - Other 1,186 227 93 1,506 143,058 144,564 9 Total 12,436$ 6,007$ 12,274$ 30,717$ 9,529,279$ 9,559,996$ 40$ 247 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 35 A loan is considered impaired in accordance with the impairment accounting guidance (ASC Topic 310-10-35-16) when, based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming commercial loans, but also include loans modified in troubled debt restructurings (TDR). The following table presents impaired loans for the years ended December 31, 2022 and 2021, including any acquired loans, net of discounts, which are considered as impaired: Recorded Recorded Total Recorded Average Unpaid Investment Investment Investment Investment Interest Principal with No with Specific (Net of Specific in Impaired Income Balance Allowance Allowance Reserve Reserves)Loans Recognition December 31, 2022 Nonincome-producing real estate Commercial 7,186$ 7,186$ -$ -$ 7,186$ 6,365$ 229$ Custom and spec residential 1–4 family 1,184 1,184 --1,184 730 14 Income-producing real estate 37,900 37,377 398 25 37,750 38,101 2,212 Commercial and industrial Owner-occupied 1,925 868 590 80 1,378 1,514 92 Other – nonowner-occupied 27,621 24,432 2,432 242 26,622 26,713 1,576 Consumer Residential 1–4 family 6,166 6,162 --6,162 5,965 153 Other ------- Total 81,982$ 77,209$ 3,420$ 347$ 80,282$ 79,388$ 4,276$ December 31, 2021 Nonincome-producing real estate Commercial 1,357$ 722$ 547$ 311$ 958$ 1,575$ 71$ Custom and spec residential 1–4 family 875 875 --875 875 46 Income-producing real estate 55,791 40,113 --40,113 40,154 2,091 Commercial and industrial Owner-occupied 2,303 780 876 115 1,541 1,751 141 Other – nonowner-occupied 13,642 5,581 4,456 1,370 8,667 10,138 652 Consumer Residential 1–4 family 3,766 3,747 --3,747 3,759 172 Other ------- Total 77,734$ 51,818$ 5,879$ 1,796$ 55,901$ 58,252$ 3,173$ 248 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 36 The following table presents the Company’s nonaccrual loans, net of discounts, at December 31, 2022 and 2021. This table excludes performing TDRs. 2022 2021 Nonincome-producing real estate Commercial 83$ 1,109$ Custom and spec residential 1-4 family 2,711 1,254 Income-producing real estate 2,477 2,959 Commercial and industrial Owner-occupied 2,570 2,246 Other – nonowner-occupied 18,412 7,047 Consumer Residential 1-4 family 16,955 16,599 Other 1,050 112 Total 44,258$ 31,326$ At December 31, 2022 and 2021, the Company had loans that were modified in TDRs and impaired. The modification of terms of such loans included one or a combination of the following: an extension of maturity, a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan. The following tables present the activity for TDRs by class during the years ended December 31, 2022 and 2021 (in thousands except for the number of loans): Pre-Post- Modification Modification Number of Recorded Recorded Loans Balance Balance December 31, 2022 Term Extensions Nonincome-producing real estate Custom and spec residential 1-4 family 1 848$ 848$ Income-producing real estate --- Commercial and industrial Other – nonowner-occupied 1 576 576 Consumer Residential 1-4 family Total restructured loans 2 1,424$ 1,424$ 249 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 37 Pre-Post- Modification Modification Number of Recorded Recorded Loans Balance Balance December 31, 2021 Term Extensions Nonincome-producing real estate Commercial --- Income-producing real estate Commercial and industrial 2 857 857 Other – nonowner-occupied --- Total restructured loans 2 857$ 857$ The TDRs described above did not increase the allowance for loan losses and did not result in any charge-offs during the years ended December 31, 2022 and 2021. As of December 31, 2022, there were no borrowers with loans designated as TDRs that met the criteria for placement back on accrual status. This criteria is a minimum of six months of payment performance under existing or modified terms. In connection with its acquisition of North American Bancshares, Inc. in 2016, the Company acquired loans with contractual balances of $1,633,103. At December 31, 2022, these loans totaled $143,683. The Company evaluated these loans for impairment in accordance with ASC Topic 310- 30. Acquired loans are considered impaired if there is evidence of credit deterioration since origination and if it is probable all contractually required payments will not be collected. At the date of acquisition, the Company did not identify any loans as specifically impaired. Through the grouping of the acquired loans into pools based on common risk characteristics, the Company estimated loan losses on the acquired loans resulting in a general impairment of $20,754. As of December 31, 2022 and 2021, the unaccreted amount of the general impairment was $1,260 and $1,675, respectively. The Company recorded an allowance for loan losses of approximately $1,749 and $2,554 against these loans as of December 31, 2022 and 2021, respectively. In 2022 and 2021, the Company sold $28,655 and $655,369, respectively, of residential 1-4 family loans and credit card loans held for investment, and recognized total losses of $322 and gains of $7,591, respectively. The Company systematically reviews these pools of loans to determine the level of risk of losses. Note 6: Mortgage Banking Loans serviced for others are not included in the accompanying consolidated balance sheets. The risks inherent in mortgage servicing assets relate primarily to changes in prepayments that result from shifts in mortgage interest rates. The unpaid principal balances of mortgage and other loans serviced for others was $9,586,699 and $7,531,195 at December 31, 2022 and 2021, respectively. 250 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 38 The following table presents the Company's revenue from mortgage banking operations in 2022 and 2021: 2022 2021 Mortgage banking revenue: Gain on sale of loans held for sale 35,401$ 89,265$ MSR hedge impact (30,255)4,160 Mortgage HFS and pipeline fair value adjustment (5,305)(14,841) Forward commitments 275 3,075 Other fee income 15,208 18,130 Total secondary mortgage market fees 15,324$ 99,789$ MSR with fair value adjustment 51,694 25,089 Servicing income 29,680 27,350 Total mortgage servicing income 81,374$ 52,439$ Activity in mortgage servicing rights in 2022 and 2021 was as follows: 2022 2021 Mortgage Servicing Rights: Balance at beginning of period 120,258$ 95,169$ Additional of servicing rights 7,713 14,572 Fair value adjustment 43,981 10,517 Balance at end of period 171,952$ 120,258$ The Company is potentially subject to losses in its loan servicing portfolio due to loan foreclosures. The Company has obligations to either repurchase the outstanding principal balance of a loan or make the purchaser whole for the economic benefits of a loan if it is determined that the loan sold violated representations or warranties made by the Company and/or the borrower at the time of the sale, which the Company refers to as mortgage loan servicing repurchase reserve expenses. Such representations and warranties typically include those made regarding loans that had missing or insufficient file documentation and/or loans obtained through fraud by borrowers or other third parties. Mortgage loan repurchase claims may be made until the loan is paid in full. When a repurchase claim is received, the Company evaluates the claim and takes appropriate actions based on the nature of the claim. The Company is required by Federal National Mortgage Association and Federal Home Loan Mortgage Corporation to provide a response to repurchase claims within 60 days of the date of receipt. At December 31, 2022 and 2021, the reserve for mortgage loan servicing repurchase expenses was $2,751 and $2,111, respectively. There is inherent uncertainty in reasonably estimating the requirement for reserves against future mortgage loan servicing repurchase expenses. Future mortgage loan servicing repurchase reserve expenses depend on many subjective factors, including 251 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 39 the review procedures of the purchasers and the potential refinance activity on loans sold with servicing released and the subsequent consequences under the representations and warranties. Government National Mortgage Association (GNMA) optional repurchase programs allow financial institutions to buy back individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for which the institution provides servicing. Refer to Note 11: Borrowings for more information. Certain of the Company’s secondary market investors require minimum net worth (capital) requirements, as specified in the respective selling and servicing agreements. In addition, these investors may require capital ratios in excess of the stated requirements to approve large servicing transfers. To the extent that these requirements are not met, the Company's secondary market investors may utilize a range of remedies ranging from sanctions, suspension or ultimately termination of the Company's selling and servicing agreements, which would prohibit the Company from further originating or securitizing these specific types of mortgage loans or being an approved servicer. Among the Company's various capital requirements related to its outstanding selling and servicing agreements, the most restrictive of these requires the Company to maintain a minimum adjusted net worth balance of $1,000. As of December 31, 2022, the Company was in compliance with its selling and servicing capital requirements. Note 7: Premises and Equipment The following is a summary of premises and equipment included in the accompanying consolidated balance sheets at December 31, 2022 and 2021: 2022 2021 Land, buildings and improvements 417,785$ 374,031$ Right-of-use assets 12,100 - Furniture and equipment 92,227 72,164 Automobiles 916 935 523,028 447,130 Accumulated depreciation (150,727)(130,958) Net premises and equipment 372,301$ 316,172$ Note 8: Leases The Company leases certain real estate, as well as certain equipment, under non-cancelable operating leases that expire at various dates through 2029. Right-of-use assets are included in premises and equipment and lease liabilities are included in other liabilities in the accompanying consolidated balance sheets. 252 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 40 The following shows the balance sheet details and components of the Company’s lease expenses as of December 31, 2022: 2022 Operating lease right of use assets (included in premises and equipment)12,100$ Operating lease liabilities (included in other liabilities)12,194$ Weighted average remaining lease term (years) - operating leases 8.41 Weighted average discount rate - operating leases 5.72% Total operating lease expense 3,114$ Right of use assets obtained in exchange for new operating lease liabilities 14,488$ Maturities of operating lease liabilities at December 31, 2022, were as follows: 2022 2023 3,421$ 2024 2,496 2025 2,408 2026 2,364 2027 1,131 Thereafter 4,161 Total lease payments 15,981$ Less: Imputed interest 3,787 Total lease obligations 12,194$ Note 9: Intangible Assets The following is a summary of intangible assets included in the accompanying consolidated balance sheets at December 31, 2022 and 2021: 2022 2021 Core deposit intangibles 115,819$ 115,817$ Accumulated amortization (79,732)(69,690) Net core deposit intangibles 36,087 46,127 Customer relationships 10,986 10,986 Accumulated amortization (3,878)(2,564) Net customer relationships 7,108 8,422 Net intangible assets 43,195$ 54,549$ 253 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 41 Expected yearly amortization expense for each of the following five years is $10,042 and $1,314 for core deposit intangibles and customer relationships, respectively. There were no changes in the carrying value of goodwill in 2022 and 2021. Note 10: Deposits At December 31, 2022 and 2021, deposits consisted of the following: 2022 2021 Noninterest-bearing demand 3,089,906$ 2,923,545$ Interest-bearing demand 6,830,295 6,091,022 Savings 690,374 650,649 Certificates of deposit 1,357,580 919,386 11,968,155$ 10,584,602$ Certificates of deposit in denominations that meet or exceed the FDIC insurance limit were $455,636 and $290,983 at December 31, 2022 and 2021, respectively. Brokered deposits were $1,567,995 and $696,042 at December 31, 2022 and 2021, respectively. Aggregate maturities of interest-bearing time deposits by year as of December 31, 2022, were as follows: 2023 765,004$ 2024 486,699 2025 78,413 2026 20,201 2027 7,065 Thereafter 198 1,357,580$ In the normal course of business, the Company receives deposits in excess of $250 from various state and municipal organizations. The Company pledged certain investment securities, as mentioned in Note 4: Securities, to secure these deposits. Additionally, the Company entered into First United Bank First United Bank & Trust Company Insurance Solutions Total Balance, January 1, 2021 11,879$ 5,110$ 16,989$ Balance, December 31, 2021 11,879 5,110 16,989 Goodwill acquired --- Goodwill adjustment --- Balance, December 31, 2022 11,879$ 5,110$ 16,989$ 254 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 42 an arrangement with Federal Home Loan Bank of Topeka (FHLB) resulting in FHLB issuing letters of credit on behalf of the Company, with the resulting beneficiary being the depositor, in connection with these deposits. Outstanding letters of credit to secure these public funds were $2,484,200 and $1,978,000 at December 31, 2022 and 2021, respectively. Note 11: Borrowings Borrowings as of December 31, 2022 and 2021 were as follows: 2022 2021 Corporate sweep account agreements with simultaneous agreements to repurchase 113,340$ 114,401$ GNMA eligible for repurchase liability 37,846 78,094 Borrowings from the PPPLF 3,808 130,540 Borrowings from the FHLB 954,598 297,473 996,252 506,107 1,109,592$ 620,508$ Short-term borrowings and current maturities of long-term borrowings 211,422$ 241,700$ Long-term borrowings 898,170 378,808 1,109,592$ 620,508$ The Company pledges available-for-sale securities against the repurchase agreements in connection with the corporate sweep accounts. As of December 31, 2022, $17,122 of government agency issued securities and $127,646 of government-sponsored entity issued securities were pledged. All of these agreements were overnight agreements. The maximum amount of outstanding agreements at any month-end during 2022 and 2021 was $116,937 and $134,668, respectively. The average interest rates paid in connection with these agreements were 0.54% and 0.45% for the years ended December 31, 2022 and 2021, respectively. GNMA optional repurchase programs allow financial institutions to buy back individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for which the institution provides servicing. At the servicer's option and without GNMA's prior authorization, the servicer may repurchase a delinquent loan for an amount equal to 100% of the remaining principal balance of the loan. This buy-back option is considered a conditional option until the delinquency criteria are met, at which time the option becomes unconditional. When a financial institution is deemed to have regained effective control over these loans under the unconditional buy-back option, the loans can no longer be reported as sold and must be included in the balance sheet as mortgage loans held for sale, regardless of whether the institution intends to exercise the buy-back option. These loans totaled $37,846 and $78,094 at December 31, 2022 and 2021, respectively, and were recorded as mortgage loans held for sale, at the lower of cost or fair value with a corresponding liability in FHLB advances and other borrowings on the Company's consolidated balance sheets. 255 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 43 The Company has an agreement allowing for the borrowing of funds from the Federal Reserve Bank through their Borrower-In-Custody program. As of December 31, 2022, the Company has pledged as collateral certain commercial, agricultural, consumer and other loans of $280,000, which will allow the Company to borrow up to $197,203. In 2020, the Company participated in the Federal Reserve Bank Paycheck Protection Program Liquidity Facility (PPPLF), in which Federal Reserve Banks extended non-recourse loans to institutions that were eligible to make Paycheck Protection Program (PPP) loans under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). Refer to Note 15: Concentration of Credit Risk for more information about the impact of COVID-19 and the CARES Act. Only PPP loans that were guaranteed by the SBA under the PPP, with respect to both principal and interest that are originated or purchased by an eligible institution, may pledge as collateral to the Federal Reserve Banks. Total borrowings of $3,808 from PPPLF as of December 31, 2022 will mature in 2026 at a rate of 0.35%. The Company borrows under a line of credit from FHLB. The individual advances under this line of credit range from $250 to $400,000 at rates ranging from 1.85% to 5.38% and require monthly interest payments. These advances currently mature from 2022 to 2035 and are subject to restrictions or penalties in the event of prepayment. As a stockholder of FHLB, the Company’s maximum credit availability is based on the lesser of the following: FHLB borrowings may not exceed 25% of the Company’s total assets. FHLB borrowings may not exceed the collateral value of certain loans and investment securities as identified on the Qualifying Collateral Determination Form. As of December 31, 2022, the Company had no commitments with the FHLB for future advances. As of December 31, 2022, the Company’s outstanding credit availability with FHLB was $1,415,776, which represents the excess collateral pledged. Aggregate maturities of borrowings by year as of December 31, 2022, were as follows: 2023 211,422$ 2024 29,105 2025 412,163 2026 361,039 2027 32,135 Thereafter 63,728 1,109,592$ 256 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 44 Note 12: Subordinated Debt The following is a summary of subordinated debt, net of discounts, included in the accompanying consolidated balance sheets at December 31, 2022 and 2021: 2022 2021 DBI Capital Trust I 2,587$ 2,587$ Durant Statutory Trust I 20,619 20,619 Durant Statutory Trust II 5,155 5,155 Krum Statutory Trust I 3,093 3,093 Consolidated Statutory Trust II 3,093 3,093 Consolidated Statutory Trust III 5,155 5,155 North American Capital Trust II 9,188 9,084 North American Capital Trust III 4,221 4,142 North American Capital Trust IV 37,717 36,654 Fixed-to-Floating Rate Subordinated Notes 150,514 159,231 241,342$ 248,813$ DBI Capital Trust I On June 26, 2000, the Company established DBI Capital Trust I (the Trust), an Oklahoma business trust. On June 30, 2000, the Trust issued $6,683 in Trust Preferred Securities, Series 1 (the Capital Securities, Series 1) and $160 in Trust Preferred Securities, Series 2 (the Capital Securities, Series 2) to certain individuals in exchange for cash in the amount of $4,363 and the surrender of promissory notes of the Company having a remaining principal balance of $2,480. The Trust also issued on June 30, 2000, $21 in common securities to the Company in exchange for cash. In a related transaction on June 30, 2000, the Company issued to the Trust two subordinated notes having principal balances of $6,703 and $160. Distributions on the subordinated notes and the Capital Securities, Series 1 and 2, will be cumulative and are payable quarterly on the fifth day of January, April, July and October for distributions accrued through the end of the month immediately preceding such payment date. Cash distributions are paid at an annual rate equal to the prime rate as of January 2 of each calendar year on the first subordinated note and Capital Securities, Series 1, which was 3.25% at December 31, 2022. Cash distributions are paid at an annual rate equal to the prime rate plus 1% as of January 2 of each calendar year on the smaller subordinated note and Capital Securities, Series 2, which was 5.75% at December 31, 2022. The stated maturity date of the Capital Securities, Series 1 is June 30, 2030; however, they are subject to mandatory redemption, in whole or in part, based upon the repayment or redemption of the notes held by the Trust. The Capital Securities, Series 1 is guaranteed by the Company and qualify as Tier 1 regulatory capital. During any event of default, the Company may not declare or pay any dividends on any of its capital stock. In 2020, the Company redeemed $4,116 in Capital Securities, Series 1 and $160 in Capital Securities, Series 2 in exchange for common stock. 257 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 45 Durant Statutory Trust I Durant Statutory Trust I issued $20,000 of Floating Rate Capital securities on September 20, 2004. The trust-preferred securities will mature in 2034. The proceeds from the sale of the trust-preferred securities and the issuance of $619 in common securities were used to purchase a $20,619 Junior Subordinated Debenture from the Company. Distributions on the Junior Subordinated Debenture and Floating Rate Capital Securities will be cumulative and will be payable quarterly in arrears on March 20, June 20, September 20 and December 20 of each year. Cash distributions are paid at a rate per annum equal to the three-month London InterBank Offered Rate (LIBOR) plus 2.10%, which was 6.85% at December 31, 2022. The Floating Rate Capital Securities are redeemable upon the maturity date of the Junior Subordinated Debenture, which is September 20, 2034. The Junior Subordinated Debenture is presented as long-term debt in the accompanying consolidated financial statements. The Floating Rate Capital Securities qualify as Tier 1 regulatory capital. Durant Statutory Trust II Durant Statutory Trust II issued $5,000 of Floating Rate Capital securities on December 8, 2005. The trust-preferred securities will mature in 2035. The proceeds from the sale of the trust-preferred securities and the issuance of $155 in common securities were used to purchase a $5,155 Junior Subordinated Debenture from the Company. Distributions on the Junior Subordinated Debenture and Floating Rate Capital Securities will be cumulative and will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year. Cash distributions are paid at a rate per annum equal to the three-month LIBOR plus 1.33%, which was 6.10% at December 31, 2022. The Floating Rate Capital Securities are redeemable upon the maturity date of the Junior Subordinated Debenture, which is December 15, 2035. The Junior Subordinated Debenture is presented as long-term debt in the accompanying consolidated financial statements. The Floating Rate Capital Securities qualify as Tier 1 regulatory capital. Krum Statutory Trust I Krum Statutory Trust I issued $3,000 of Floating Rate Capital securities on December 17, 2003. The trust-preferred securities will mature in 2033. The proceeds from the sale of the trust-preferred securities and the issuance of $93 in common securities were used to purchase a $3,093 Junior Subordinated Debenture from Krum Bancshares, Inc. In connection with the acquisition of Krum Bancshares, Inc., in 2005, the Company also acquired all common securities of Krum Statutory Trust I and assumed the liability for the Junior Subordinated Debenture Distributions on the Junior Subordinated Debenture and Floating Rate Capital Securities will be cumulative and will be payable quarterly in arrears on March 17, June 17, September 17 and December 17 of each year. Cash distributions are paid at a rate per annum equal to the three-month LIBOR plus 2.85%, which was 7.59% at December 31, 2022. The Floating Rate Capital Securities are redeemable upon the maturity date of the Junior Subordinated Debenture, which is December 17, 2033. The Junior Subordinated Debenture is presented as long-term debt in the accompanying consolidated financial statements. The Floating Rate Capital Securities qualify as Tier 1 regulatory capital. 258 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 46 Consolidated Statutory Trust II Consolidated Statutory Trust II issued $3,000 of Floating Rate Capital securities on September 17, 2003. The trust-preferred securities will mature in 2033. The proceeds from the sale of the trust- preferred securities and the issuance of $93 in common securities were used to purchase a $3,093 Junior Subordinated Debenture from Consolidated Equity Corporation. In connection with the acquisition of Consolidated Equity Corporation, in 2015, the Bank also acquired all common securities of Consolidated Statutory Trust II and assumed the liability for the Junior Subordinated Debenture. Distributions on the Junior Subordinated Debenture and Floating Rate Capital Securities will be cumulative and will be payable quarterly in arrears on March 17, June 17, September 17 and December 17 of each year. Cash distributions are paid at a rate per annum equal to the three-month LIBOR plus 3.05%, which was 7.79% at December 31, 2022. The Floating Rate Capital Securities are redeemable upon the maturity date of the Junior Subordinated Debenture, which is September 17, 2033. The Junior Subordinated Debenture is presented as long-term debt in the accompanying consolidated financial statements. The Floating Rate Capital Securities qualify as Tier 1 regulatory capital. Consolidated Statutory Trust III Consolidated Statutory Trust II issued $5,000 of Floating Rate Capital securities on September 20, 2007. The trust-preferred securities will mature in 2037. The proceeds from the sale of the trust- preferred securities and the issuance of $155 in common securities were used to purchase a $5,155 Junior Subordinated Debenture from Consolidated Equity Corporation. In connection with the acquisition of Consolidated Equity Corporation, in 2015, the Company also acquired all common securities of Consolidated Statutory Trust II and assumed the liability for the Junior Subordinated Debenture. Distributions on the Junior Subordinated Debenture and Floating Rate Capital Securities will be cumulative and will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year. Cash distributions are paid at a rate per annum equal to the three-month LIBOR plus 1.55%, which was 6.32% at December 31, 2022. The Floating Rate Capital Securities are redeemable upon the maturity date of the Junior Subordinated Debenture, which is December 15, 2037. The Junior Subordinated Debenture is presented as long-term debt in the accompanying consolidated financial statements. The Floating Rate Capital Securities qualify as Tier 1 regulatory capital. North American Capital Trust II North American Capital Trust II issued $10,000 of Floating Rate Capital securities on September 16, 2003. The trust-preferred securities will mature in 2033. The proceeds from the sale of the trust-preferred securities and the issuance of $310 in common securities were used to purchase a $10,310 Junior Subordinated Debenture from North American Bancshares, Inc. In connection with the acquisition of North American Bancshares, Inc. in 2016, the Company also acquired all common securities of North American Capital Trust II and assumed the liability for the Junior Subordinated Debenture. At the time of acquisition, the Company evaluated the fair value of these debentures, resulting in the recording of a discount of $1,747, lowering the recorded fair value to $8,563. The Company had unaccreted discount on subordinated debt of $1,122 and $1,226 at 259 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 47 December 31, 2022 and 2021, respectively. The related accretion expense was $105 for each of the years ended December 31, 2022 and 2021. Distributions on the Junior Subordinated Debenture and Floating Rate Capital Securities will be cumulative and will be payable quarterly in arrears on January 8, April 8, July 8 and October 8 of each year. Cash distributions are paid at a rate per annum equal to the three-month LIBOR plus 3.00%, which was 7.08% at December 31, 2022. The Floating Rate Capital Securities are redeemable upon the maturity date of the Junior Subordinated Debenture, which is October 8, 2033. The Junior Subordinated Debenture is presented as long-term debt in the Company’s consolidated financial statements. The Floating Rate Capital Securities qualify as Tier 1 regulatory capital. North American Capital Trust III North American Capital Trust III issued $5,000 of Floating Rate Capital securities on September 23, 2004. The trust-preferred securities will mature in 2034. The proceeds from the sale of the trust-preferred securities and the issuance of $155 in common securities were used to purchase a $5,155 Junior Subordinated Debenture from North American Bancshares, Inc. In connection with the acquisition of North American Bancshares, Inc. in 2016, the Company also acquired all common securities of North American Capital Trust III and assumed the liability for the Junior Subordinated Debenture. At the time of acquisition, the Company evaluated the fair value of these debentures, resulting in the recording of a discount of $1,410, lowering the recorded fair value to $3,745. The Company had unaccreted discount on subordinated debt of $934 and $1,013 at December 31, 2022 and 2021, respectively. The related accretion expense was $79 for each of the years ended December 31, 2022 and 2021. Distributions on the Junior Subordinated Debenture and Floating Rate Capital Securities will be cumulative and will be payable quarterly in arrears on January 7, April 7, July 7 and October 7 of each year. Cash distributions are paid at a rate per annum equal to the three-month LIBOR plus 2.15%, which was 6.23% at December 31, 2022. The Floating Rate Capital Securities are redeemable upon the maturity date of the Junior Subordinated Debenture, which is October 7, 2034. The Junior Subordinated Debenture is presented as long-term debt in the Company’s consolidated financial statements. The Floating Rate Capital Securities qualify as Tier 1 regulatory capital. North American Capital Trust IV North American Capital Trust IV issued $50,000 of Floating Rate Capital securities on November 4, 2005. The trust-preferred securities will mature in 2036. The proceeds from the sale of the trust- preferred securities and the issuance of $1,547 in common securities were used to purchase a $51,547 Junior Subordinated Debenture from North American Bancshares, Inc. In connection with the acquisition of North American Bancshares, Inc. in 2016, the Company also acquired all common securities of North American Capital Trust IV and assumed the liability for the Junior Subordinated Debenture. At the time of acquisition, the Company evaluated the fair value of these debentures, resulting in the recording of a discount of $20,209, lowering the recorded fair value to $31,338. The Company had unaccreted discount on subordinated debt of $13,830 and $14,893 at December 31, 2022 and 2021, respectively. The related accretion expense was $1,063 for each of the years ended December 31, 2022 and 2021. Distributions on the Junior Subordinated Debenture and Floating Rate Capital Securities will be cumulative and will be payable quarterly in arrears on January 7, April 7, July 7 and October 7 of 260 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 48 each year. Cash distributions are paid at a rate per annum equal to the three-month LIBOR plus 1.33%, which was 5.41% at December 31, 2022. The Floating Rate Capital Securities are redeemable upon the maturity date of the Junior Subordinated Debenture, which is January 7, 2036. The Junior Subordinated Debenture is presented as long-term debt in the Company’s consolidated financial statements. The Floating Rate Capital Securities qualify as Tier 1 regulatory capital. Fixed-to-Floating Rate Subordinated Notes On March 7, 2017 the Company issued $100,000 of Fixed-to-Floating Rate Subordinated Notes Due 2027 (Subnotes 1). The maturity date of Subnotes 1 is March 15, 2027, although the Company may, subject to regulatory approval, redeem some or all of Subnotes 1 beginning on the interest payment date of March 15, 2022. From and including March 7, 2017, to but excluding March 15, 2022, Subnotes 1 will bear interest at the rate of 5.875% per year and will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2017. From and including March 15, 2022, Subnotes 1 will bear interest at a rate per annum equal to the three-month LIBOR plus 3.742%, payable quarterly in arrears on each March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2022, through the maturity date or the early redemption date of the notes. On September 15, 2022, the Company redeemed 100% of Subnotes 1. The aggregate redemption cost was $101,424 including principal and interest. On June 29, 2020 the Company issued $60,000 of Fixed-to-Floating Rate Subordinated Notes Due 2030 (Subnotes 2). The maturity date of Subnotes 2 is July 1, 2030, although the Company may, subject to regulatory approval, redeem some or all of Subnotes 2 beginning on the interest payment date of July 1, 2025. From and including June 29, 2020, to but excluding July 1, 2025, Subnotes 2 will bear interest at the rate of 5.500% per year and will be payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2021. From and including July 1, 2025, Subnotes 2 will bear interest at a rate per annum equal to the three-month term secured overnight financing rate published by the Federal Reserve Bank of New York plus 5.38%, payable quarterly in arrears on each January 1, April 1, July 1, and October 1 of each year, beginning on July 1, 2025, through the maturity date or the early redemption date of the notes. As of December 31, 2022, unamortized debt issuance cost was $507 and related amortization expense in 2022 was $203. On September 7, 2022 the Company issued $92,000 of Fixed-to-Floating Rate Subordinated Notes Due 2032 (Subnotes 3). The maturity date of Subnotes 3 is September 15, 2032, although the Company may, subject to regulatory approval, redeem some or all of Subnotes 3 beginning on the interest payment date of September 15, 2027. From and including September 7, 2022, to but excluding September 15, 2027, Subnotes 3 will bear interest at the rate of 6.000% per year and will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2023. From and including September 15, 2027, Subnotes 3 will bear interest at a rate per annum equal to the three-month term secured overnight financing rate published by the Federal Reserve Bank of New York plus 3.05%, payable quarterly 261 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 49 in arrears on each March 15, June 15, September 15 and December 15 of each year, beginning on December 15, 2027, through the maturity date or the early redemption date of the notes. As of December 31, 2022, unamortized debt issuance cost was $980 and related amortization expense in 2022 was $70. These notes are unsecured and are subordinated and junior in right of payment to the obligations of the Company to its general and secured creditors (to the extent of such security), to deposits and liabilities of the Company (other than the Company’s existing trust preferred securities) and of any subsidiary of the Company, including the Bank, and to all senior indebtedness from time to time outstanding of the Company. The notes will not be guaranteed by any subsidiary of the Company, including the Bank. The Company’s right to receive any assets of its subsidiaries upon their liquidation or reorganization, and the resulting right of the holders of the notes to participate in those assets, will effectively be subordinated to the claims of the Company’s subsidiaries’ creditors. The Company contributed $30,000, $50,000 and $55,000 of the proceeds of Subnotes 1, Subnotes 2 and Subnotes 3, respectively, to the Bank. The Company is using its remaining net proceeds for general corporate purposes. None of the Company’s subordinated debt matures within the next five years. Note 13: Derivative Instruments Risk Management Objective of Using Derivatives The Company enters into derivative instruments to manage risks related to differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known for expected cash payments, as well as to manage changes in fair values of some assets which are marked at fair value through the consolidated statement of income on a recurring basis. Cash Flow Hedges of Interest Rate Risk The Company is a party to interest rate swap agreements under which the Company receives interest at a variable rate and pays at a fixed rate. The derivative instruments represented by these swap agreements are designated as cash flow hedges of the Company’s forecasted variable cash flows under a variable rate term borrowing agreement. During the term of the swap agreements, the derivative gain or loss, including any ineffectiveness, is initially recorded in accumulated other comprehensive income and subsequently reclassified into earnings in the periods that the hedged forecasted variable-rate interest payments affected earnings. There was no ineffective portion of the change in fair value of the derivatives recognized directly in earnings during 2022 and 2021. In 2021, the Company recognized a gain of $4,973 related to executed swap agreements due to the cancellation of forecasted transactions. Derivatives Not Designated as Hedges The Company enters into certain derivative agreements as part of its mortgage banking and related risk management activities. These agreements included interest rate lock commitments on prospective residential mortgage loans and forward commitments to sell these loans to investors on a mandatory and best efforts delivery basis. The Company also economically hedges the value of mortgage servicing rights by entering into a series of commitments to purchase mortgage-backed 262 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 50 securities in the future. Derivative assets are reported in the consolidated balance sheets in other assets and derivative liabilities are reported in interest payable and other liabilities. The following table reflects the derivative instruments included in the Consolidated Balance Sheets as of December 31, 2022 and 2021: 2022 Notional Other Other Derivatives designated as hedging Amount Assets Liabilities Interest rate contracts on deposits 1,502,000$ 72,784$ -$ Interest rate contracts on subordinated debt 101,034 18,331 - Total 1,603,034$ 91,115$ -$ Derivatives not designated as hedging Forward commitments 103,531$ 426$ 187$ Interest rate-lock commitments 102,330 508 283 Mortgage servicing 280,000 31 998 Total 485,861$ 965$ 1,468$ 2021 Notional Other Other Derivatives designated as hedging Amount Assets Liabilities Interest rate contracts on deposits 1,002,000$ 3,655$ 504$ Interest rate contracts on subordinated debt 101,034 4,389 - Total 1,103,034$ 8,044$ 504$ Derivatives not designated as hedging Forward commitments 247,899$ 179$ 215$ Interest rate-lock commitments 237,685 2,828 25 Mortgage servicing 400,000 1,205 456 Total 885,584$ 4,212$ 696$ The amount of gain (loss) recognized in other comprehensive income on derivatives (effective portion) is included in table below as of December 31, 2022 and 2021: 2022 2021 Derivative in cash flow hedging relationships Interest rate contracts net of income tax of $17,551 and 5,356 66,024$ 24,083$ 263 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 51 The amount of gain (loss) recognized in the consolidated statements of income is included in table below as of December 31, 2022 and 2021: 2022 2021 Forward commitments 275$ 3,075$ Interest rate-lock commitments (2,578)(12,662) Mortgage servicing (1,716)3,797 Total (4,019)$ (5,790)$ Note 14: Income Taxes Income tax expense for the year ended December 31, 2022 and 2021 consists of the following: 2022 2021 Federal income taxes: Current 10,323$ 39,568 Deferred 18,054 (104) State income taxes: Current 415 3,291 Deferred (363)174 Income tax expense 28,429$ 42,929$ Income tax expense for the year ended December 31, 2022 and 2021 differs from the statutory federal rate of 21% due to the following: 2022 2021 Statutory U.S. Federal Income Tax 34,559$ 46,418$ Increase (decrease) resulting from Tax-exempt interest (2,941)(2,908) State Tax 1,452 3,269 Other, net (4,641)(3,850) Provision for income taxes 28,429$ 42,929$ 264 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 52 Deferred tax assets (liabilities) included in net deferred taxes in the accompanying consolidated balance sheets consist of the following: 2022 2021 Deferred tax assets: Allowance for loan losses 25,304$ 22,202$ Deferred compensation 4,970 4,726 Other 7,783 7,148 Total deferred tax assets 38,057$ 34,076$ Deferred tax liabilities: Mortgage servicing rights (38,239)$ (26,778)$ Intangible assets (6,271)(8,437) Property and equipment (31,420)(19,904) Purchase accounting adjustments (3,733)(3,914) Partnership Income (2,939)(1,804) Prepaid expenses (2,469)(1,948) Other (1,152)(1,766) Total deferred tax liabilities (86,223)$ (64,551)$ Tax effect-unrealized gain on available-for-sale securities 24,427 (6,396) Tax effect-unrealized gain on cash flow hedge (19,134)(1,583) Net deferred tax liabilities (42,873)$ (38,454)$ In 2021, the Company participated in a solar tax equity investment fund as part of a tax credit and renewable energy initiative. The Company contributed $28,768 and $28,156 to the fund at December 31, 2022 and 2021, respectively, resulting in $26,498 and $19,400 tax credits, respectively, and 9 renewable energy projects being placed into service in 2022. The solar tax equity investment is reported in other assets on the accompanying consolidated balance sheets. Note 15: Concentration of Credit Risk The Company grants commercial, real estate and consumer loans to its customers primarily in Oklahoma and north and central Texas. Although the Company has a diversified loan portfolio, the majority of its customers reside in the areas in which the Company operates. In 2021, certain borrowers were unable to meet their contractual payment obligations because of the adverse effects of COVID-19. To help mitigate these effects, loan customers could apply for a deferral of payments, or portions thereof, for up to 90 days. After 90 days, customers could apply for an additional deferral, and a small proportion of our customers have requested such an additional deferral. In the absence of other intervening factors, such short-term modifications made on a good faith basis were not categorized as troubled debt restructurings, nor were loans granted payment deferrals related to COVID-19 reported as past due or placed on non-accrual status (provided the loans were not past due or on non-accrual status prior to the deferral). 265 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 53 In 2021, the Company was a participating lender in the PPP established under the CARES Act and administered by the Small Business Administration (“SBA”). In 2021, the Company originated $273,163 in PPP loans. At December 31, 2022 and 2021, there were 65 and 5,372 remaining PPP loans with aggregate outstanding balances of $5,400 and $492,589 classified as commercial and industrial loans, net of $165 and $9,459 in net deferred loan fees, respectively. PPP loans are fully guaranteed by the U.S. government and can be forgiven by the SBA if the borrower uses the proceeds to pay specified expenses. Note 16: The Fair Value Option – Loans Held for Sale As permitted by ASC Topic 825 Financial Instruments, the Company has elected to measure loans held for sale at fair value. Management has elected the fair value option for these items because the fair value election for these loans reduces certain timing differences by better matching changes in the value of the loans with changes in the value of derivatives used as economic hedges for the loans. The fair value option was elected for all loans held for sale. The aggregate fair value of loans held for sale exceeded the aggregate unpaid principal balance by $738 and $2,518 at December 31, 2022 and 2021, respectively. The Company is not carrying any loans held for sale for which the fair value of loans is 90 days or more past due or held in nonaccrual status. Changes in fair value for items for which the fair value option has been elected and the line item in which these changes are reported in noninterest income at December 31, 2022 and 2021 are as follows: Total Total Other Changes In Other Changes In Losses Fair Value Losses Fair Value Loans held for sale (1,779)$ (1,779)$ (2,178)$ (2,178)$ 2022 2021 For loans held for sale, the total change in fair value is not related to specific credit risk as these loans were originated under regulated underwriting standards and sold in the secondary market without specific credit risk adjustments. Fair value is estimated using the quoted market prices for loans held for sale, adjusted for differences in loan characteristics. The Company sells its loan products to private investors or governmental agencies, which is the principal market used for establishing their loan prices. 266 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 54 Note 17: Disclosures About Fair Value of Assets and Liabilities Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities the entity can access at the measurement date. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs supported by little or no market activity and significant to the fair value of the assets or liabilities. Financial instruments are categorized by recurring or nonrecurring measurement status. Recurring assets are initially measured at fair value and are required to be remeasured at fair value in the accompanying consolidated financial statements at each reporting date. Assets measured on a nonrecurring basis are assets that, due to an event or circumstance, were required to be remeasured at fair value after initial recognition in the financial statements at some time during the reporting period. 267 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 55 Recurring Measurements The following tables present the fair value measurements of assets and liabilities recognized in the accompanying consolidated balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2022 and 2021. Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs Fair Value (Level 1)(Level 2)(Level 3) 2022 Available-for-Sale Securities U.S. GSEs 27,542$ -$ 27,542$ -$ Mortgage-backed securities – GSEs 838,903 -838,903 - Obligations of state and political subdivisions 512,700 -512,700 - Mortgage loans held for sale 187,736 -187,736 - Mortgage servicing rights 171,952 --171,952 Mortgage servicing rights derivatives (967)(967)-- Forward sale commitments 239 --239 Commitments to originate loans 225 --225 Interest rate swaps 91,115 -91,115 - 1,829,445$ (967)$ 1,657,996$ 172,416$ 2021 Available-for-Sale Securities U.S. GSEs -$ -$ -$ -$ Mortgage-backed securities – GSEs 700,032 -700,032 - Obligations of state and political subdivisions 513,526 -513,526 - Mortgage loans held for sale 243,981 -243,981 - Mortgage servicing rights 120,258 --120,258 Mortgage servicing rights derivatives 1,205 1,205 -- Forward sale commitments (36)--(36) Commitments to originate loans 2,803 --2,803 Interest rate swaps 7,540 -7,540 - 1,589,309$ 1,205$ 1,465,079$ 123,025$ Fair Value Measurements Using Following is a description of the valuation methodologies used for assets and liabilities measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy. There have been no significant changes in valuation techniques during the years ended December 31, 2022 and 2021. 268 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 56 Available-for-Sale Securities Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include U.S. government and other agencies, obligations of state and political subdivisions and mortgage-backed securities. Third-party vendors compile prices from various sources and may apply such techniques as matrix pricing to determine the value of identical or similar investment securities (Level 2). Matrix pricing is a mathematical technique widely used in the financial institution industry to value investment securities without relying exclusively on quoted prices for specific investment securities, but rather relying on the investment securities’ relationship to other benchmark-quoted investment securities. Matrix pricing is utilized in the valuation of the U.S. government agency debt and mortgage-backed securities, as well as securities issued by state and political subdivisions. Mortgage Loans Held for Sale Fair value of loans held for sale are based on quoted market prices, where available, or are determined by discounting estimated cash flows using interest rates approximating the Company’s current origination rates for similar loans. Loans held for sale based on quoted market prices are classified within Level 1 of the hierarchy. Otherwise, loans held for sale are classified within Level 2 of the valuation hierarchy; however, certain loans may be classified within Level 3 due to the lack of observable pricing data. Mortgage Servicing Rights Mortgage servicing rights do not trade in an active, open market with readily observable prices. Accordingly, fair value is estimated using discounted cash flow models having significant inputs of annual servicing cost, delinquencies and foreclosure costs, loan prepayment speeds, pretax discount rates and other ancillary servicing income and cost. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the hierarchy. Mortgage Servicing Rights Derivatives Derivatives are reported at fair value utilizing Level 1 inputs. The Company uses dealer quotations obtained from third-party firms for derivatives used for hedging mortgage servicing rights. Third- party firms make use of exchange settlement prices (Level 1), which are published daily to value these derivatives. The carrying amounts of the MSRs equal fair value and are valued using a discounted cash flow valuation technique. The significant assumptions used to value MSRs were as follow: Weighted Weighted Range Average Range Average Prepayment speeds 6.02% - 23.04%6.72%7.93% - 42%11.48% Discount rates 8% - 8.95%8.19%8% - 8.91%8.18% 2022 2021 269 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 57 Commitments to Originate Loans and Forward Sale Commitments The fair value of commitments to originate loans and the fair value of forward-sale commitments are estimated using significant unobservable inputs, such as fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties and are classified within Level 3 of the hierarchy. Interest Rate Swaps Fair values for interest rate swap agreements are based upon the amounts that would be required to settle the contracts and are classified within Level 1 of the fair value hierarchy. Valuations are provided either by third-party dealers in the contracts or active market quotes provided by independent pricing services. Level 3 Reconciliation The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying consolidated balance sheets using significant unobservable (Level 3) inputs: Mortgage Forward Commitments Servicing Sale to Originate Rights Commitments Loans Balance, January 1, 2021 95,169$ (3,111)$ 15,465$ Total realized and unrealized gains (losses) included in net income (21,519)3,075 (12,662) Issuances 36,091 -- Settlements 10,517 -- Balance, December 31,2021 120,258$ (36)$ 2,803$ Total realized and unrealized gains (losses) included in net income (19,505)275 (2,578) Issuances 27,218 -- Settlements 43,981 -- Balance, December 31, 2022 171,952$ 239$ 225$ Total gains (losses) for the year ended 2022 included in net income attributable to the change in unrealized gains related to assets and liabilities still held at December 31, 2022 51,694$ 275$ (2,578)$ All realized and unrealized gains and losses for items reflected in the table above are included in net income in the accompanying consolidated statements of income and comprehensive income within noninterest income. 270 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 58 Nonrecurring Measurements The following table presents the fair value measurements of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fell at December 31, 2022 and 2021: Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Assets Inputs Inputs Fair Value (Level 1)(Level 2)(Level 3) 2022 Collateral-dependent impaired loans 3,073$ -$ -$ 3,073$ Foreclosed assets held for sale 173$ -$ -$ 173$ 2021 Collateral-dependent impaired loans 4,740$ -$ -$ 4,740$ Foreclosed assets held for sale 5,865$ -$ -$ 5,865$ Fair Value Measurements Using Following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. Impaired Loans, Net of Allowance for Loan Losses A loan is considered to be impaired when it is probable that all of the principal and interest due may not be collected according to its contractual terms. Generally, when a loan is considered impaired, the amount of reserve required is measured based on the fair value of the underlying collateral. The Company makes such measurements on all material loans deemed impaired using the fair value of the collateral for collateral-dependent loans. The fair value of collateral used by the Company is determined by obtaining an observable market price or by obtaining an appraised value from an independent, licensed or certified appraiser, using observable market data. This data includes information, such as the selling price of similar properties and capitalization rates of similar properties sold within the market, expected future cash flows or earnings of the subject property based on current market expectations and other relevant factors. All appraised values are adjusted for market-related trends, based on the Company’s experience in sales and other appraisals of similar property types, as well as estimated selling costs. Periodically, management reviews all collateral-dependent impaired loans on a loan-by-loan basis to determine whether updated appraisals are necessary, based on loan performance, collateral type and guarantor support. At times, the Company measures the fair value of collateral-dependent impaired loans using appraisals with dates prior to one year from the date of review. These appraisals are discounted by applying current, observable market data about similar property types, such as sales contracts, approved foreclosure bids, other appraisals, sales or collateral assessments based on current market activity until updated appraisals are obtained. Depending on the length of time since an appraisal was 271 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 59 performed and the data provided through the Company’s reviews, these appraisals are typically discounted 10–30%. The policy described above is the same for all types of collateral-dependent impaired loans. The Company records impaired loans as nonrecurring Level 3. If a loan’s fair value as estimated by the Company is less than its carrying value, the Company either records a charge-off of the portion of the loan that exceeds the fair value or establishes a reserve within the allowance for loan losses specific to the loan. Loans for which such charge-offs or reserves were recorded during the years ended December 31, 2022 and 2021, are shown in the table on the previous page. Foreclosed Assets Held for Sale Foreclosed assets held for sale are initially recorded at fair value, less estimated cost to sell, at the date of foreclosure. Subsequent to foreclosure, valuations are performed by management and the assets are carried at the lower of carrying amount or fair value, less estimated cost to sell. Foreclosed assets held for sale are classified within Level 3 of the fair value hierarchy. The foreclosed assets represented in the table on the previous page were remeasured during the years ended December 31, 2022 and 2021, subsequent to their initial transfer to foreclosed assets. Note 18: Regulatory Capital The Company and the Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements. Under the regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines involving quantitative measures of the Company’s and the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classification under the prompt corrective action guidelines are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Company’s or the Bank’s regulators could require adjustments to regulatory capital not reflected in the accompanying consolidated financial statements. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum ratios (set forth in the table below) of Tier 1 capital (as defined in the regulations) to total average assets (as defined) and minimum ratios of total capital (as defined) to risk-weighted assets (as defined). To be considered adequately capitalized (as defined) under the regulatory framework for prompt corrective action, the Company and the Bank must maintain minimum Tier 1 leverage, Tier 1 risk-based and total risk-based ratios as set forth in the table. To be well capitalized under federal bank regulatory agency definitions, a depository institution must have a Common Equity Tier 1 Capital ratio of at least 6.5%, Tier 1 Capital ratio of at least 8%, a Total Capital ratio of at least 10% and a leverage ratio of at least 5%. As of December 31, 2022, the most recent notifications from applicable regulatory agencies categorized the Bank as well capitalized. There are no conditions since the most recent notification of the Bank’s capital category that management believes would change its category. 272 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 60 Basel III Capital guidelines require an additional capital measurement referred to as Common Equity Tier 1 Capital (CET1). CET1 specifies that Tier 1 Capital consist of CET1 and “additional Tier 1 Capital.” Basel III Capital guidelines require banks to maintain a capital conservation buffer of 2.5% and define ratios necessary to be considered “well capitalized.” The 2.5% capital conservation buffer is included in the applicable minimum required ratios in the table below. Regulators use these guidelines in the review and approval of acquisitions, dividend payments, share buybacks, discretionary payments on Tier 1 instruments, and discretionary bonuses. In 2021, the Company originated loans to qualified small businesses under the Payroll Protection Program (PPP) administered by the SBA. Federal bank regulatory agencies issued an interim final rule that permits banks to neutralize the regulatory capital effects of participating in the Paycheck Protection Program Lending Facility (PPPLF) and clarifies that PPP loans have a zero percent risk weight under applicable risk-based capital rules. Specifically, a bank may exclude all PPP loans pledged as collateral to PPPLF from its average total consolidated assets for the purposes of calculating its leverage ratio, while PPP loans that are not pledged as collateral to PPPLF will be included. As of December 31, 2022, 99.997% of PPP loans were pledged to the PPPLF and assigned zero percent risk weight. The minimum required ratios, the ratios to be well capitalized and the Company’s and the Bank’s respective ratios are as follows: December 31,December 31, 2022 2021 Capitalized 2022 2021 2022 2021 Common equity tier 1 capital 1,011,444$ 879,897$ 1,294,772$ 1,032,516$ Tier 1 risk-based capital 1,179,887$ 966,343$ 1,294,772$ 1,032,516$ Total capital 1,445,100$ 1,226,093$ 1,409,471$ 1,133,035$ Leverage ratio 4.00%4.00%5.00%8.27%8.14%9.07%8.74% Common equity tier 1 capital ratio 7.00%7.00%6.50%8.44%8.53%10.82%10.08% Tier 1 capital ratio 8.50%8.50%8.00%9.85%9.36%10.82%10.08% Total capital ratio 10.50%10.50%10.00%12.06%11.88%11.78%11.06% Company Bank Minimum Required Ratios Well Ratios to be The Company’s ability to pay dividends is dependent, in part, on its ability to receive dividends from the Bank. Under state banking regulations, the Bank may not declare dividends on its common stock (without regulatory approval) in any year that dividends exceed the net income of the Bank for that year, (as defined) combined with its retained net profits (as defined) for the preceding two years. During 2022 and 2021, the Bank paid dividends to the Company of $5,000 and $27,774, respectively. As of December 31, 2022, the Bank had $391,323 of retained earnings available for the payment of dividends to the Company. Series A Preferred Stock On October 7, 20222, the Company issued 80,750 shares, or $80,750 in aggregate liquidation preference, of 8.50% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.0001 and liquidation preference $1,000 per share (Series A Preferred Stock). Each share of Series A Preferred Stock issued and outstanding is represented by 40 depositary shares, each representing a 1/40th ownership interest in a share of the Series A Preferred Stock (equivalent to a liquidation 273 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 61 preference of $25 per share). Each holder of depositary shares will be entitled, in proportion to the applicable fraction of a share of Series A Preferred Stock represented by such depositary shares, to all rights and preferences of the Series A Preferred Stock represented thereby (including dividend, voting, redemption, and liquidation rights). Such rights must be exercised through the depositary. Dividends on the Series A Preferred Stock will be non-cumulative and, if declared, accrue and are payable quarterly, in arrears, at a rate of 8.50% per annum. The Series A Preferred Stock qualifies as Tier 1 capital for the purposes of the regulatory capital calculations. The net proceeds from the issuance and sale of the Series A Preferred Stock, after deducting $2,500 of issuance costs including the underwriting discount and professional service fees, among other things, were approximately $78,250. The Series A Preferred Stock is perpetual and has no maturity date. The Company may redeem the Series A Preferred Stock at its option (i) in whole or in part, from time to time, on any dividend payment date on or after October 30, 2027 or (ii) in whole but not in part, within 90 days following certain changes in laws or regulations impacting the regulatory capital treatment of the Series A Preferred Stock, in either case, at a redemption price equal to $1,000 per share of Series A Preferred Stock (equivalent to $25 per depositary share), plus any declared and unpaid dividends for prior dividend periods and accrued but unpaid dividends (whether or not declared) for the then-current dividend period prior to but excluding the redemption date. If we redeem the Series A Preferred Stock, the depositary is expected redeem a proportionate number of depositary shares. Neither the holders of Series A Preferred Stock nor holders of depositary shares will have the right to require the redemption or repurchase of the Series A Preferred Stock or the depositary shares. Note 19: Employee Stock Ownership Plan with 401(k) Provisions The Company, the employer, has established a retirement plan commonly known as Spend Life Wisely Company, Inc. Employee Stock Ownership Plan with 401(k) Provisions (ESOP). The ESOP’s year-end is December 31. The ESOP covers all eligible employees (as defined in the ESOP) of the Company and its subsidiaries. Under the provisions of the ESOP, an eligible employee may make contributions to the ESOP through payroll deductions subject to certain annual limitations (as defined by the ESOP and the Internal Revenue Code). In 2022 and 2021, the Company matched up to 75% and 50%, respectively, of the employee’s first 6% of pretax and post- tax (Roth) contributions. The Company may also make profit-sharing contributions to the ESOP. All contributions are discretionary and may be changed by the Company. The Company’s matching and profit-sharing contributions to the ESOP may be invested in Company stock. All other contributions and earnings are invested at the employee’s discretion in investments among various funds, including Company stock. After two years of service (as defined by the ESOP), employees become 20% vested in the employer’s profit sharing contributions and are 100% vested after six years of service. After one year of service (as defined by the ESOP), employees become 20% vested in the employer’s matching contributions and are 100% vested after five years of service. At December 31, 2022 and 2021, the ESOP owned approximately 15.93% and 13.10% of the Company’s outstanding stock, respectively. The Company’s contributions totaled $7,132 and $4,374 for the years ended December 31, 2022 and 2021, respectively. The employees’ contributions totaled $15,059 and $13,174 for the years ended December 31, 2022 and 2021, respectively. 274 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 62 The shares held by the ESOP are subject to a put option, whereby the ESOP will provide a market for a specified period of time for shares distributed to participants. The put price is the appraised value of the stock, which was $231.02 per share at December 31, 2022. Note 20: Commitments and Contingencies Forward Sale Commitments Forward sale commitments are commitments to sell groups of residential mortgage loans the Company originates or purchases as part of its mortgage banking activities. The Company commits to sell the loans at specified prices in future periods, typically within 30 days. These commitments lock in the forward sales price that will be realized in the secondary market and thereby reduce the interest rate and price risk to the Company. As of December 31, 2022 and 2021, notional amounts of forward sale commitments were $103,531 and $247,899, respectively. Contingencies The Company is involved, from time to time, in various litigation matters, including possible claims resulting from bankruptcy matters and lawsuits relating to final disposition of security interests in foreclosed loans. In the opinion of management, based upon the advice of legal counsel, the ultimate liability, if any, resulting from the final resolution of these matters will not be material to the financial position or results of operations. Tax Credits and Certain Equity Investments The Company invests in entities that promote renewable energy sources as a limited partner. Tax credits received for these investments are recorded as a reduction to the carrying value of these investments. The Company has determined that these renewable energy tax credit partnerships are variable interest entities (VIEs). The Company has concluded that it is not the primary beneficiary of these VIEs because it does not have the power to direct the activities that most significantly impact the VIEs' financial performance and therefore, it is not required to consolidate these VIEs. The Company's maximum exposure to loss related to these investments is limited to its equity investments in these partnerships and any additional unfunded equity commitments. Financial Instruments with Off-Balance Sheet Risk The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include loan commitments and standby letters of credit and are evidenced by written contractual agreements. These instruments involve, to varying degrees, elements of credit risk in excess of the amount shown on the accompanying consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the instrument is represented by the instrument’s contractual amount. The Company uses the same underwriting standards in making commitments and conditional obligations as it uses for items recorded on the accompanying consolidated balance sheets. Management does not believe these 275 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 63 items will result in significant losses. For both years ended December 31, 2022 and 2021, the Company reserved $1,427 for potentially impaired unfunded loan commitments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the agreement. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Since many of the commitments are expected to expire without being drawn upon, the total commitments do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon the extension of credit, is based on the Company’s credit evaluation of the borrower. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. All significant letters of credit as of December 31, 2022, expire in one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit. The Company holds collateral for those commitments for which collateral is deemed necessary. Off-balance sheet financial instruments whose contractual amounts represented credit risk at December 31, 2022 and 2021 were as follows: 2022 2021 Loan commitments 3,553,718$ 3,011,869$ Letters of credit 23,695$ 32,749$ Litigation and Judgements On October 22, 2018, a judgement was filed against the Company resulting from a claim made by a former advisor to North American Bancshares, Inc. for a commission related to the marketing and sale of American Bank of Texas in 2016. In 2021 a settlement agreement was reached in the amount of $5,961 and was paid by the Company on behalf of Lacy Harber, the former owner of North American Bancshares, Inc. The settlement was recorded by the Company as indemnification receivable and is included in the accompanying consolidated balance sheet as of December 31, 2021. The Company and its subsidiaries were fully indemnified by Mr. Harber against any and all liability related to this matter. Under the indemnity, Mr. Harber was obligated to provide defense as well as pay all costs and damages. In 2022, the Company and its existing shareholders purchased all outstanding shares of Mr. Harber’s common stock at which time a credit resulting from the Company’s indemnification receivable was utilized to reduce the aggregate purchase price. Note 21: Significant Estimates and Concentrations Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Estimates related to the allowance for loan losses are reflected in Note 5: Loans and Allowance for Loan 276 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 64 Losses. Current vulnerabilities due to certain concentrations of credit risk are discussed in Note 15: Concentration of Credit Risk. At December 31, 2022, the Company held $4,695,172 in commercial real estate loans, which includes $1,259,192 in loans collateralized by construction and development real estate. Investments The Company invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and such change could materially affect the amounts reported in the accompanying consolidated balance sheets. Foreclosed Assets Foreclosed assets held for sale include properties with a carrying value of $3,367 at December 31, 2022. The carrying value reflects management’s best estimate of the amount to be realized from the sale of the property. While the estimate is based on valuations by independent appraisers and other estimates by management, the amount that the Company realizes from the sales of the properties could differ materially in the near term from the carrying value reflected in these consolidated financial statements. Customer Concentration At December 31, 2022 and 2021, deposits from two customers were $1,750,042 and $1,567,580, respectively, which comprised 14.62% and 14.81%, respectively, of the Company’s total deposits. Note 22: Other Comprehensive Income Other Comprehensive Income (OCI) includes the after-tax change in unrealized gains and losses on available-for-sale securities and cash flow hedging activities. OCI is included in the accompanying consolidated statements of Income and Comprehensive income. The following table presents the activity in the Company’s OCI for the years ended December 31, 2022 and 2021: Unrealized Gain Unrealized (Loss)Accumulated Other (Loss) on AFS Gain on Cash Flow Comprehensive Securities Hedges Income Balance, January 1, 2020 16,284$ 1,985$ 18,269$ Net change 26,082 (16,182)9,900 Balance, December 31,2020 42,366 (14,197)28,169 Net change (18,304)20,154 1,850 Balance, December 31,2021 24,063 5,957 30,019 Net change (115,956)66,024 (49,932) Balance, December 31, 2022 (91,894)$ 71,981$ (19,913)$ 277 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 65 Note 23: Condensed Parent Company Financial Statements Presented below is condensed financial information as to financial position, results of operations and cash flow of the Company as of and for the years ended December 31, 2022 and 2021: Balance Sheets Assets 2022 2021 Cash and non-interest bearing balances 44,157$ 25,858$ Notes receivable -64,170 Interest receivable -2,870 Investments in subsidiaries 1,322,366 1,129,885 Other assets 10,875 10,248 Total assets 1,377,398$ 1,233,031$ Liabilities and Stockholders’ Equity Liabilities Subordinated debt, net of discounts 238,249 245,720 Deferred taxes, net 7,685 5,379 Interest payable 3,868 3,838 Other liabilities 1,638 5,375 Total liabilities 251,440 260,312 Stockholders’ Equity Preferred stock, $.0001 par value; 10,100,000 shares authorized; 80,750 and 0 shares issued in 2022 and 2021, respectively 80,750 - Non-voting common stock, $.01 par value; 1,000,000 shares authorized;-- Voting common stock, $.01 par value; 20,000,000 shares authorized; 7,032,980 and 7,032,980 shares issued in 2022 and 2021, respectively 70 70 Capital surplus 322,200 288,995 Retained earnings 838,516 709,158 Notes receivable from stockholders (16,539)(18,092) Accumulated other comprehensive (loss) income, net of income tax -- of $(5,250) and $7,983 for 2022 and 2021, respectively (19,913) 30,019 Treasury stock, 903,386 and 285,263 shares at cost -- for 2022 and 2021, respectively (79,126)(37,426) Total stockholders’ equity 1,125,958 972,724 Total liabilities and stockholders’ equity 1,377,398$ 1,233,036$ 278 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 66 Statements of Income and Comprehensive Income 2022 2021 Operating Income Dividends from subsidiaries 6,991$ 29,834$ Interest on notes receivable -3,097 Other income 1,377 22 Total operating income 8,368 32,953 Operating Expenses Interest on notes payable -- Interest on subordinated debt 13,289 13,710 Other operating expenses 3,882 511 Total operating expenses 17,171 14,221 (Loss) income before equity in undistributed earnings of subsidiaries (8,803)18,732 Equity in undistributed earnings of subsidiaries 140,427 156,568 Income Before Taxes 131,624 175,300 Income tax (benefit) expense (4,463)(2,807) Net Income 136,087 178,107 Other comprehensive income, net of taxes (49,932)1,850 Comprehensive Income 86,155$ 179,957$ Year ended December 31, 279 Item 9. Spend Life Wisely Company, Inc. Notes to Consolidated Financial Statements Years Ended December 31, 2022 and 2021 (Dollars in Thousands) 67 Statements of Cash Flows 2022 2021 Operating Activities Net income 136,087$ 178,107$ Adjustments to reconcile net income to net cash provided by operating activities: Accretion of subordinated debts, discounts 1,579 1,687 Equity in undistributed earnings of subsidiaries (140,427)(156,568) Provision for deferred income taxes (622)(297) Other 8,597 6,602 Net cash provided by operating activities 5,214 29,531 Investing Activities Net changes in notes receivable 64,168 (13,257) Investment in subsidiaries (113,000)- Other 2,248 - Net cash used in investing activities (46,584)(13,257) Financing Activities Advance on subordinated debt 90,950 - Repayment of subordinated debt (100,000)- Dividends paid (5,089)(4,373) Net change in notes receivable from shareholders 2,000 (1,500) Interest on notes receivable from shareholders 154 98 Proceeds from issuance of preferred stock 80,750 - Repurchase of common stock (89,548)(20,303) Sale of common stock 80,452 7,502 Net cash (used in) provided by financing activities 59,669 (18,576) Net (decrease) increase in cash and cash equivalents 18,299 (2,302) Cash and cash equivalents, beginning of year 25,858 28,160 Cash and cash equivalents, end of year 44,157$ 25,858$ Year ended December 31, 280 Item 9. As of the date of this proposal, there have been no recent mergers or acquisitions, nor are there any foreseen in the near future. 281 Item 9. CITY COUNCIL COMMUNICATION DATE: April 1, 2024 FROM: Ramie Hammonds, Development Services Director AGENDA ITEM: Properties for Release from the Extra Territorial Jurisdiction Per Texas Local Government Code 42.101 and 42.104. SUMMARY:  Senate Bill 2038 that went into effect on 9-1-23 allows for a property owner to request to be released from the municipalities extra territorial jurisdiction. Once released the property ceases to be a part of any municipality and becomes the jurisdiction of the county.  The petition can be for a single parcel or multiple parcels and must contain signatures of at least 50 percent of the land owners.  If no action is taken by a municipality within 45 days the property is considered released. With litigation surrounding Senate Bill 2038 and after consulting with legal and other municipalities it was determined the best way to address these properties were to let the 45 days expire with no action.  The Following properties have petitioned for Release from the City of Sanger’s Extra Territorial Jurisdiction (ETJ) and their 45 day period expired. o Property #59572 being approximately 55.27 acres generally located on the southwest corner of Hoehn Road and Metz Road o Property #187785 and #187786 being approximately 27.406 acres generally located on the south side of Hoehn Road approximately 2514 feet west of the intersection of Hoehn Road and Metz Road o Property #739872 being approximately 22.15 acres generally located at the end of Lakecrest Drive1. FISCAL INFORMATION: Budgeted: N/A Amount: N/A GL Account: N/A RECOMMENDED MOTION OR ACTION: N/A ATTACHMENTS: Petition Property #59572 Petition Property #187785 and 187786 Petition Property #739872 282 Item 10. 283 Item 10. 284 Item 10. 285 Item 10. 286 Item 10. 287 Item 10. 288 Item 10. 289 Item 10. 290 Item 10. 291 Item 10. 292 Item 10. 293 Item 10. 294 Item 10. 295 Item 10. 296 Item 10. 297 Item 10. 298 Item 10. 299 Item 10. 300 Item 10. 301 Item 10. 302 Item 10. 303 Item 10. 304 Item 10. 305 Item 10. 306 Item 10. 307 Item 10. CITY OF SANGER, TEXAS MONTHLY FINANCIAL AND INVESTMENT REPORT FOR THE MONTH ENDING JANUARY 31, 2024 PREPARED BY THE FINANCE DEPARTMENT 308 Item 11. City of Sanger M onthly Financial & Investment Report 2 | Page TABLE OF CONTENTS Introduction ..................................................................................................................................... 3 Financial Report General Fund ..................................................................................................................... 4 Enterprise Fund .................................................................................................................. 7 Internal Service Fund ....................................................................................................... 10 Debt Service Fund ........................................................................................................... 12 Enterprise Debt Service Fund .......................................................................................... 14 Capital Projects Fund ....................................................................................................... 16 Enterprise Capital Projects Fund ...................................................................................... 18 4A Fund ........................................................................................................................... 20 4B Fund ........................................................................................................................... 22 Cash and Investment Report Total Cash and Investments............................................................................................. 24 General Fund ................................................................................................................... 26 Enterprise Fund ................................................................................................................ 27 Debt Service and Capital Projects Funds ......................................................................... 28 4A and 4B Funds ............................................................................................................. 29 Certification ...................................................................................................................... 30 309 Item 11. City of Sanger M onthly Financial & Investment Report 3 | Page INTRODUCTION This is the financial report for the period ending January 31, 2024. Revenues and expenditures reflect activity from October 1, 2022, through January 31, 2024, or thirty-three percent (33%) of the fiscal year. GENERAL FUND  The General Fund has collected 61.4% of projected operating revenues.  All revenue categories are performing within projections.  Operating expenditures & encumbrances are 290% of the annual budget  All expenditure categories are within projections. ENTERPRISE FUND  The Enterprise Fund has collected 38.1% of projected operating revenues.  All revenue categories are performing within projections.  Operating expenditures & encumbrances are 30.0% of the annual budget.  All expenditure categories are within projections. INTERNAL SERVICE FUND  The Internal Service Fund has collected 33.0% of projected transfers from the General and Enterprise Funds.  All revenue categories are performing within projections.  Operating expenditures & encumbrances are 37.8% of the annual budget.  All expenditure categories are within projections. This unaudited report is designed for internal use and does not include all the funds and accounts in the City of Sanger’s operations. For a complete report, refer to the City of Sanger Annual Financial Report, available at https://www.sangertexas.org/177/Financial-Transparency 310 Item 11. City of Sanger M onthly Financial & Investment Report 4 | Page GENERAL FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Property Taxes 7,100,392$ 5,965,650$ 84.0%1,134,742$ Sales & Beverage Taxes 1,768,000 598,869 33.9%1,169,131 Franchise Fees 1,060,095 347,066 32.7%713,029 Solid Waste 1,364,000 393,583 28.9%970,417 Licenses & Permits 309,500 221,151 71.5%88,349 Fines & Forfeitures 170,315 37,930 22.3%132,385 Department Revenues 820,260 285,621 34.8%534,639 Interest 200,000 96,902 48.5%103,098 Miscellaneous 119,000 26,340 22.1%92,660 Transfers 146,535 48,845 33.3%97,690 Total Revenues 13,058,097$ 8,021,957$ 61.4%5,036,140$ Expenditures Police 2,869,256$ 949,914$ (124,724)$ 28.8%2,044,066$ Fire 3,364,405 953,467 109,115 31.6%2,301,823 Municipal Court 267,799 74,059 - 27.7%193,740 Development Services 841,870 216,463 (31,200) 22.0%656,607 Streets 933,453 194,085 (16,421) 19.0%755,789 Parks & Recreation 1,151,632 249,691 132,836 33.2%769,105 Library 406,403 132,539 (3,248) 31.8%277,112 Solid Waste 1,250,000 292,396 - 23.4%957,604 Transfers 2,020,325 672,082 - 33.3%1,348,243 Total Expenditures 13,105,143$ 3,734,696$ 66,358$ 29.0%9,304,089$ Revenues Over (Under) Expenditures (47,046)$ 4,287,261$ (66,358)$ (4,267,949)$ Fund Balance - October 1, 2023 18,327,498 18,327,498 Fund Balance - January 31, 2024 18,280,452$ 22,614,759$ CITY OF SANGER, TEXAS Revenue & Expense Report (Unaudited) January 31, 2024 General Fund 311 Item 11. City of Sanger M onthly Financial & Investment Report 5 | Page 0%25%50%75%100% Other Revenues Transfers Solid Waste Franchise Fees Sales & Beverage Taxes Property Taxes General Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Transfers Solid Waste Library Parks Streets Dev Svc Court Fire Police General Fund Expenditures: Actual to Budget YTD Actual Budget Other Revenues 8% Transfers 1% Solid Waste 5% Franchise Fees 4% Sales & Beverage Taxes 8% Property Taxes 74% General Fund Revenues Transfers 18% Solid Waste 8% Library 3% Parks 10% Streets 4%Dev Svc 5% Court 2% Fire 28% Police 22% General Fund Expenditures 312 Item 11. City of Sanger M onthly Financial & Investment Report 6 | Page $- $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 PROPERTY TAX REVENUE 2021-2022 2022-2023 2023-2024 $- $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 $1,400,000 $1,600,000 SALES TAX REVENUE 2021-2022 2022-2023 2023-2024 $- $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 $900,000 $1,000,000 $1,100,000 FRANCHISE FEE REVENUE 2021-2022 2022-2023 2023-2024 313 Item 11. City of Sanger M onthly Financial & Investment Report 7 | Page ENTERPRISE FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Water 2,565,619$ 928,096$ 36.2%1,637,523$ Wastewater 2,955,440 1,003,119 33.9%1,952,321 Electric 8,434,353 2,930,242 34.7%5,504,111 Penalties & Fees 210,000 75,688 36.0%134,312 Interest 75,000 10,740 14.3%64,260 Miscellaneous 119,000 31,465 26.4%87,535 Transfers - 977,000 0.0%(977,000) Use of Fund Balance 1,279,913 - 0 1,279,913 Total Revenues 15,639,325$ 5,956,350$ 38.1%9,682,975$ Expenditures Water 1,988,233$ 681,366$ 3,664$ 34.5%1,303,203 Wastewater 1,096,608 318,356 143,705 42.1%634,547 Electric 7,921,671 1,977,650 (13,126) 24.8%5,957,147 Customer Service 419,300 103,277 - 24.6%316,023 Transfers 4,287,487 1,499,026 - 35.0%2,788,461 Total Expenditures 15,713,299 4,579,675 134,243 30.0%10,999,381 Revenues Over (Under) Expenditures (73,974)$ 1,376,675$ (134,243)$ (1,316,406)$ Fund Balance - October 1, 2023 21,054,762 21,054,762 Fund Balance - January 31, 2024 21,054,762$ 22,431,437$ CITY OF SANGER, TEXAS Enterprise Fund Revenue & Expense Report (Unaudited) January 31, 2024 314 Item 11. City of Sanger M onthly Financial & Investment Report 8 | Page 0%25%50%75%100% Other Revenues Electric Wastewater Water Enterprise Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Transfers Customer Service Electric Wastewater Water Enterprise Fund Expenditures: Actual to Budget YTD Actual Budget Other Revenues 18% Electric 49% Wastewater 17% Water 16% Enterprise Fund Revenues Transfers 32% Customer Service 2% Electric 42% Wastewater 10% Water 14% Enterprise Fund Expenditures 315 Item 11. City of Sanger M onthly Financial & Investment Report 9 | Page $- $250,000 $500,000 $750,000 $1,000,000 $1,250,000 $1,500,000 $1,750,000 $2,000,000 $2,250,000 $2,500,000 WATER REVENUE 2021-2022 2022-2023 2023-2024 $- $250,000 $500,000 $750,000 $1,000,000 $1,250,000 $1,500,000 $1,750,000 $2,000,000 $2,250,000 $2,500,000 $2,750,000 WASTE WATER REVENUE 2021-2022 2022-2023 2023-2024 $- $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 $8,000,000 $9,000,000 ELECTRIC REVENUE 2021-2022 2022-2023 2023-2024 316 Item 11. City of Sanger M onthly Financial & Investment Report 10 | Page INTERNAL SERVICE FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Transfer from Enterprise Fund 1,852,815$ 616,245$ 33.3%1,236,570$ Transfer from General Fund 1,852,815 616,246 33.3%1,236,569$ Transfer from 4A 15,000 - 0.0%15,000$ Transfer from 4B 15,000 - 0.0%15,000 Total Revenues 3,735,630 1,232,491 33.0%2,503,139 Operating Expenditures City Council 59,950$ 15,619$ 16,750$ 54.0%27,581$ Administration 457,090 147,711 (1,153) 32.1%310,532 City Secretary 235,480 72,352 (776) 30.4%163,904 Legal 319,010 88,863 - 27.9%230,147 Public Works 346,570 103,490 71,567 50.5%171,513 Finance 497,950 172,576 (9,885) 32.7%335,259 Human Resources 316,740 83,335 18,870 32.3%214,535 Marketing 494,250 180,583 30,992 42.8%282,675 Facilities 353,290 104,172 14,522 33.6%234,596 Non-Departmental 665,300 263,790 43,922 46.3%357,588 Total Expenditures 3,745,630 1,232,491 184,809 37.8%2,328,330 Revenues Over (Under) Expenditures (10,000)$ -$ (184,809)$ 174,809$ Fund Balance - October 1, 2023 100,205 100,205 Fund Balance - January 31, 2024 90,205$ 100,205$ CITY OF SANGER, TEXAS Internal Service Fund Revenue & Expense Report (Unaudited) January 31, 2024 317 Item 11. City of Sanger M onthly Financial & Investment Report 11 | Page 0%25%50%75%100% Transfer from 4B Transfer from 4A Transfer from General Fund Transfer from Enterprise Fund Internal Service Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Non-Dept Facilities Marketing Human Resources Finance Public Works Legal City Secretary Administration City Council Internal Service Fund Expenditures: Actual to Budget YTD Actual Budget Non-Dept 22% Facilities 9% Marketing 15% Human Resources 7% Finance 12% Public Works 12% Legal 6% City Secretary 5% Administration 10%City Council 2% Internal Service Fund Expenditures Transfer from 4B - Transfer from 4A - Transfer from General Fund 616,246 Transfer from Enterprise Fund 616,245 Internal Service Fund Revenues 318 Item 11. City of Sanger M onthly Financial & Investment Report 12 | Page DEBT SERVICE FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Property Taxes 1,664,441$ 1,365,001$ 82.0%299,440$ Interest 25,000 3,317 13.3%21,683 Transfers 180,000 - 0.0%180,000 Total Revenues 1,869,441$ 1,368,318$ 73.2%501,123$ Operating Expenditures Debt Service 1,849,247 1,019,784 - 55.1%829,463 Transfers 51,535 17,178 - 33.3%34,357 Total Expenditures 1,900,782 1,036,962 - 54.6%863,820 Revenues Over (Under) Expenditures (31,341)$ 331,356$ -$ (362,697)$ Fund Balance - October 1, 2023 402,464 402,464 Fund Balance - January 31, 2024 371,123$ 733,820$ CITY OF SANGER, TEXAS Debt Service Fund Revenue & Expense Report (Unaudited) January 31, 2024 319 Item 11. City of Sanger M onthly Financial & Investment Report 13 | Page 0%25%50%75%100% Transfers Interest Property Taxes Debt Service Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Transfers Debt Service Debt Service Fund Expenditures: Actual to Budget YTD Actual Budget Transfers 0% Interest 0% Property Taxes 100% Debt Service Fund Revenues Transfers 2% Debt Service 98% Debt Service Fund Expenditures 320 Item 11. City of Sanger M onthly Financial & Investment Report 14 | Page ENTERPRISE DEBT SERVICE FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Interest 25,000$ 4,143$ 0.0%20,857 Transfers 2,339,672 779,891 33.3%1,559,781 Total Revenues 2,364,672 784,034 0.2%1,580,638 Operating Expenditures Debt Service 2,364,672 957,848 - 41%1406824 Transfers - 977,000 - 0.0%(977,000) Total Expenditures 2,364,672 1,934,848 - 81.8%429,824 Revenues Over (Under) Expenditures -$ (1,150,814)$ -$ 1,150,814$ Fund Balance - October 1, 2023 1,291,409 1,291,409 Fund Balance - January 31, 2024 1,291,409$ 140,595$ CITY OF SANGER, TEXAS Enterprise Debt Service Fund Revenue & Expense Report (Unaudited) January 31, 2024 321 Item 11. City of Sanger M onthly Financial & Investment Report 15 | Page 0%25%50%75%100% Transfers Interest Enterprise Debt Service Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Debt Service Enterprise Debt Service Fund Expenditures: Actual to Budget YTD Actual Budget Transfers 99% Interest 1% Enterprise Debt Service Fund Revenues Debt Service 100% Enterprise Debt Service Fund Expenditures 322 Item 11. City of Sanger M onthly Financial & Investment Report 16 | Page CAPITAL PROJECTS FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Interest 50,000$ 24,996$ 50.0%25,004 Transfers 167,510 55,837 33.3%111,673 Use of Bond Funds 3,000,000 - 0.0%3,000,000 Total Revenues 3,217,510 80,833 2.5%3,136,677 Operating Expenditures 2023-24 Street Rehab 362,401 - - 0.0%362,401 Street/Utility Maintenance Program 425,000 96,857 (96,857) 0.0%425,000 Marion Road - Arterial 750,000 - - 0.0%750,000 I-35 Aesthetics 2,500,000 42,500 (10,500) 1.3%2,468,000 Total Streets Projects 4,037,401 139,357 (107,357) 0.8%4,005,401 Porter Park Phase II 300,000 - - 0.0%300,000 Senior Center Improvements 500,000 - - 0.0%500,000 Total Parks Projects 800,000 - - 0.0%800,000 Riley Property Purchase - 7,676 - 0.0%(7,676) Building Improvements - 94,569 (94,569) 0.0%- Joint Public Safety Facility 800,000 - - 0.0%800,000 Total Nondepartmental Projects 800,000 102,245 (94,569) 1.0%792,324 Total Expenditures 5,637,401 241,602 (201,926) 0.7%5,597,725 Revenues Over (Under) Expenditures (2,419,891)$ (160,769)$ 201,926$ (2,461,048)$ Fund Balance - October 1, 2023 4,511,638 4,511,638 January 31, 2024 2,091,747$ 4,350,869$ CITY OF SANGER, TEXAS Capital Projects Fund Revenue & Expense Report (Unaudited) January 31, 2024 323 Item 11. City of Sanger M onthly Financial & Investment Report 17 | Page 0%25%50%75%100% Interest Transfers Capital Projects Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Total Nondepartmental Projects Total Parks Projects Total Streets Projects Capital Projects Fund Expenditures: Actual to Budget Series1 Series2 Total Nondepartmental Projects 19% Total Parks Projects 0% Total Streets Projects 81% Capital Projects Fund Expenditures Interest 31% Transfers 69% Use of Bond Funds 0% Capital Projects Fund Revenues 324 Item 11. City of Sanger M onthly Financial & Investment Report 18 | Page ENTERPRISE CAPITAL PROJECTS FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Water Taps 350,000$ 44,550$ 12.7%305,450$ Sewer Taps 400,000 63,050 15.8%336,950 Interest 150,000 100,575 67.1%49,425 State Reimbursements 3,500,000 - 0.0%3,500,000 Use of Bond Proceeds 8,270,903 - 0.0%8,270,903 Total Revenues 12,670,903$ 208,175$ 0.5%12,462,728$ Operating Expenditures Water: System Improvements 1,200,000 39,988 (39,988) 0.0%1,200,000 Water: FM 455 Relocation - 2,544 (2,544) 0.0%- Water: I-35 Relocation 3,597,732 20,001 (20,001) 0.0%3,597,732 Automated Metering System 3,200,000 1,413,310 (1,405,860) 0.2%3,192,550 Total Water Projects 7,997,732 1,475,843 (1,468,393) 0.1%7,990,282 Sewer: System Improvements 335,000 - - 0.0%335,000 Sewer: FM 455 Relocation - 2,544 (2,544) 0.0%- Sewer: I-35 Relocation 2,825,178 20,001 (20,001) 0.0%2,825,178 Sewer: Keaton Road Sewer 320,000 - - 0.0%320,000 Sewer: MUD12 Feasibility Stury - 17,684 (17,684) 0.0%- Sewer: Fifth Street Rehab 350,000 - - 0.0%350,000 Total Sewer Projects 3,830,178 40,229 (40,229) 0.0%3,830,178 Electric: System Improvements 350,000 - - 0.0%350,000 Electric: FM 455 Relocation - 115,595 (115,595) #DIV/0!- Electric: I-35 Relocation 3,500,000 9,500 (9,500) 0.0%3,500,000 Total Electric Projects 3,850,000 125,095 (125,095) 0.0%3,850,000 Total Expenditures 15,677,910 1,641,167 (1,633,717) 0.0%15,670,460 Revenues Over (Under) Expenditures (3,007,007)$ (1,432,992)$ 1,633,717$ (3,207,732)$ Fund Balance - October 1, 2023 1,291,409 1,291,409 Fund Balance - January 31, 2024 (1,715,598)$ (141,583)$ CITY OF SANGER, TEXAS Enterprise Capital Projects Fund Revenue & Expense Report (Unaudited) January 31, 2024 325 Item 11. City of Sanger M onthly Financial & Investment Report 19 | Page 0%25%50%75%100% Use of Bond Proceeds Interest Income Sewer Taps Water Taps Enterprise Capital Projects Fund Revenues: Actual to Budget YTD Actual Budget Use of Bond Proceeds 0% Interest Income 48% Sewer Taps 30% Water Taps 22% Enterprise Capital Projects Fund Revenues Total Water Projects 100% Total Sewer Projects 0% Total Electric Projects 0% Enterprise Capital Projects Fund Expenditures 0%25%50%75%100% Total Water Projects Total Sewer Projects Total Electric Projects Enterprise Capital Projects Fund Expenditures: Actual to Budget YTD Actual Budget 326 Item 11. City of Sanger M onthly Financial & Investment Report 20 | Page 4A FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Sales Tax 875,000$ 297,009$ 33.9%577,991$ Interest 40,000 34,974 87.4%5,026 Total Revenues 915,000$ 331,983$ 36.3%583,017$ Operating Expenditures Economic Development 174,625$ 30,428$ 1,625$ 18.4%142,572$ Transfers 15,000 - - 0.0%15,000 Total Expenditures 189,625 30,428 1,625 16.9%157,572 Revenues Over (Under) Expenditures 725,375$ 301,555$ (1,625)$ 425,445$ Fund Balance - October 1, 2023 4,479,156 4,479,156 Fund Balance - January 31, 2024 5,204,531$ 4,780,711$ CITY OF SANGER, TEXAS 4A Fund Revenue & Expense Report (Unaudited) January 31, 2024 327 Item 11. City of Sanger M onthly Financial & Investment Report 21 | Page 0%25%50%75%100% Sales Tax Interest 4A Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Economic Development Transfers 4A Fund Expenditures: Actual to Budget YTD Actual Budget Sales Tax 89% Interest 11% 4A Fund Revenues Economic Development 100% Transfers 0% 4A Fund Expenditures 328 Item 11. City of Sanger M onthly Financial & Investment Report 22 | Page 4B FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Sales Tax 875,000$ 297,009$ 33.9%577,991$ Interest 35,000 16,594 47.4%18,406 Total Revenues 910,000$ 313,603$ 34.5%596,397$ Operating Expenditures Economic Development 362,625$ 39,756$ (17,729)$ 6.1%340,598$ Transfers 195,000 - - 0.0%195,000 Total Expenditures 557,625 39,756 (17,729) 4.0%535,598 Revenues Over (Under) Expenditures 352,375$ 273,847$ 17,729$ 60,799$ Fund Balance - October 1, 2023 2,817,046 2,817,046 Fund Balance - January 31, 2024 3,169,421$ 3,090,893$ CITY OF SANGER, TEXAS 4B Fund Revenue & Expense Report (Unaudited) January 31, 2024 329 Item 11. City of Sanger M onthly Financial & Investment Report 23 | Page 0%25%50%75%100% Sales Tax Interest 4B Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Economic Development Transfers 4B Fund Expenditures: Actual to Budget YTD Actual Budget Sales Tax 95% Interest 5% 4B Fund Revenues Economic Development 100% Transfers 0% 4B Fund Expenditures 330 Item 11. City of Sanger M onthly Financial & Investment Report 24 | Page CASH AND INVESTMENTS REPORT Name General Enterprise Debt Service Capital Projects Total UNRESTRICTED Cash for Operations 19,597,073$ 2,953,595$ -$ -$ 22,550,668$ Contingency Reserves for Operations 1,088,486 1,080,645 - - 2,169,131 TOTAL UNRESTRICTED 20,685,559$ 4,034,240$ -$ -$ 24,719,799$ RESTRICTED Debt Service -$ 340,186$ 2,479,514$ -$ 2,819,700$ Water Deposits - 500,348 - - 500,348 Equipment Replacement 1,270,893 149,563 - - 1,420,456 Electric Storm Recovery - 1,263,146 - - 1,263,146 A R P Funds Cash 2,177,059 2,177,059 Hotel Occupancy Tax 239,976 - - - 239,976 Grant Funds 124,117 - - - 124,117 Keep Sanger Beautiful (KSB)5,587 - - - 5,587 Library 99,659 - - - 99,659 Parkland Dedication 105,593 - - - 105,593 Roadway Impact 1,477,765 - - - 1,477,765 Court Security 17,401 - - - 17,401 Court Technology 290 - - - 290 Child Safety Fee 85,348 - - - 85,348 Forfeited Property 5,009 - - - 5,009 Donations 39,519 - - - 39,519 TOTAL RESTRICTED 5,648,216$ 2,253,243$ 2,479,514$ -$ 10,380,973$ CAPITAL PROJECTS General Capital Projects -$ -$ -$ 2,519,157$ 2,519,157$ Enterprise Capital Projects - - - 14,731,607 14,731,607 TOTAL CAPITAL PROJECTS -$ -$ -$ 17,250,764$ 17,250,764$ TOTAL CASH AND INVESTMENTS 26,333,775$ 6,287,483$ 2,479,514$ 17,250,764$ 52,351,536$ These totals do not include the 4A Corporation and 4B Corporation, which are presented on page 29. January 31, 2024 TOTAL CASH AND INVESTMENTS CITY OF SANGER, TEXAS 331 Item 11. City of Sanger M onthly Financial & Investment Report 25 | Page Cash for Operations 91% Contingency Reserves for Operations 9% Unrestricted General Capital Projects 15% Enterprise Capital Projects 85% Capital Projects Debt Service 39% Water Deposits 7% Equipment Replacement 19% Electric Storm Recovery 17% Other 18% Restricted Total Unrestricted $24,719,799 Total Restricted $10,380,973 Total Capital Projects $17,250,764 0%10%20%30%40%50%60%70%80%90%100% TOTAL CASH & INVESTMENTS 332 Item 11. City of Sanger M onthly Financial & Investment Report 26 | Page Name Acct. #Maturity Yield Prior Period Current Balance Pooled Cash 001-00-1000 0.05%17,088,926$ 19,205,476$ Employee Benefits Cash 110-00-1000 0.20%1,932 1,253 Employee Benefits MM 110-00-1010 0.20%136,467 138,056 Internal Service Fund 180-00-1000 0.05%281,639 252,288 OPERATING ACCOUNTS 17,508,964$ 19,597,073$ GF Contingency Reserve MM 2487969 001-00-1031 0.20%645,154$ 646,082$ GF Contingency Reserve CD Prosperity 001-00-1039 4/26/2024 0.55%221,389 223,211 GF Contingency Reserve CD 674907 001-00-1043 7/13/2024 0.45%218,465 219,193 CONTINGENCY RESERVE 1,085,008$ 1,088,486$ *GF Equipment Replacement MM 2376237 001-00-1032 0.20%193,515$ 194,218$ *GF Equipment Replacement CD 719706 001-00-1033 7/6/2024 0.45%65,652$ 65,871$ *General Storm Recovery Pooled Cash 201-00-1000 0.05%1,009,382 1,010,804 EQUIPMENT REPLACEMENT RESERVES 1,268,549$ 1,270,893$ *A R P Funds Cash 001-00-1034 2,176,506$ 2,177,059$ *Hotel Occupancy Tax 050-00-1000 212,785 239,976 *Police Grant Fund 320-00-1000 4,827 4,834 *Fire Grant Fund 324-00-1000 119,101 119,269 *Library Grant Fund 342-00-1000 14 14 *Beautification Board - KSB 432-00-1000 5,579 5,587 *Library Restricted for Building Expansion 442-00-1000 46,653 46,719 *Library Building Expansion CD 702994 442-00-1035 1/22/2025 0.45%52,895 52,940 *Parkland Dedication Fund 450-00-1000 105,444 105,593 *Roadway Impact Fee Fund 451-00-1000 1,472,690 1,477,765 *Court Security Restricted Fund 470-00-1000 17,146 17,401 *Court Technology Restricted Fund 471-00-1000 182 290 *Child Safety Fee Fund 475-00-1000 85,228 85,348 *Forfeited Property Fund 480-00-1000 5,002 5,009 *Police Donations 620-00-1000 279 280 *Fire Donations 624-00-1000 17,702 17,977 *Banner Account for Parks 632-00-1000 13,945 13,965 *Library Donations 642-00-1000 7,286 7,297 OTHER 4,343,264$ 4,377,323$ TOTAL CASH AND INVESTMENTS 24,205,785$ 26,333,775$ TOTAL UNRESTRICTED 18,593,972$ 20,685,559$ *Restricted Funds GENERAL FUND January 31, 2024 CASH AND INVESTMENTS 333 Item 11. City of Sanger M onthly Financial & Investment Report 27 | Page Name Acct. #Maturity Yield Prior Period Current Balance Pooled Cash 008-00-1010 0.05%3,202,210$ 2,953,595$ OPERATING ACCOUNTS 3,202,210$ 2,953,595$ *Pooled Cash 008-00-1010 0.05%199,083$ 200,348$ *Water Deposit CD 2375850 008-00-1041 1/3/2025 0.45%300,000 300,000 WATER DEPOSIT REFUND ACCOUNTS 499,083$ 500,348$ *Combined EF Debt Service MM 2376113 008-00-1039 0.20%339,697 340,186 BOND FUNDS 339,697$ 340,186$ EF Contingency Reserve MM 2809753 008-00-1012 0.20%643,559$ 644,485$ EF Contingency Reserve CD 787860 008-00-1014 2/14/2024 0.45%325,715 326,291 EF Reserve CD 642541 008-00-1040 9/25/2024 0.45%109,637 109,869 CONTINGENCY RESERVES 1,078,911$ 1,080,645$ *EF Storm Recovery MM 208-00-1033 0.20%1,261,330$ 1,263,146$ *EF Equipment Replacement MM 2376202 008-00-1034 0.20%148,992 149,563 OTHER 1,410,322$ 1,412,709$ TOTAL CASH AND INVESTMENTS 6,530,223$ 6,287,483$ TOTAL UNRESTRICTED 4,281,121$ 4,034,240$ *Restricted Funds ENTERPRISE FUND January 31, 2024 CASH AND INVESTMENTS 334 Item 11. City of Sanger M onthly Financial & Investment Report 28 | Page Name Acct. #Maturity Yield Prior Period Current Balance *Pooled Cash 003-00-1000 0.05%1,129,913$ 671,803$ *DSF Money Market 2376105 003-00-1010 0.20%61,927 62,016 TOTAL RESTRICTED 1,191,840$ 733,819$ Name Acct. #Maturity Yield Prior Period Current *Pooled Cash 009-00-1000 0.05%1,679,515$ 1,745,695$ TOTAL RESTRICTED 1,679,515$ 1,745,695$ Name Acct. #Maturity Yield Prior Period Current *Pooled Cash 004-00-1000 0.05%2,386,322$ 2,398,555$ *2023C Tax Bond Proceeds 004-00-1014 0.05%120,193$ 120,602$ TOTAL RESTRICTED 2,506,515$ 2,519,157$ Name Acct. #Maturity Yield Prior Period Current Balance *Sewer Capital Improvements MM-10% Rev 840-00-1020 0.20%1,660,998$ 1,663,389$ *Sewer Capital Reserve MM 2380226 Tap Fees 840-00-1038 0.20%3,066,351 3,082,744 *Water Capital Reserve MM 2376156 Tap Fees 840-00-1037 0.20%2,450,080$ 2,460,605$ *2021 CO MM 840-00-1039 0.20%8,483,138$ 7,413,544$ *Pooled Cash 840-00-1000 0.05%311,880 111,325 TOTAL RESTRICTED 15,972,447$ 14,731,607$ *Restricted Funds ENTERPRISE CAPITAL PROJECTS FUND GENERAL CAPITAL PROJECTS FUND DEBT SERVICE FUND DEBT SERVICE & CAPITAL PROJECTS CASH AND INVESTMENTS January 31, 2024 ENTERPRISE DEBT SERVICE FUND 335 Item 11. City of Sanger M onthly Financial & Investment Report 29 | Page Name Acct. #Maturity Yield Prior Period Current Balance *Pooled Cash 41-00-1000 0.05%2,693,402$ 2,767,837$ *Cash NOW 900020693 Prosperity 41-00-1010 0.05%332,694 332,737 *4A MM 902551273 Prosperity 41-00-1012 0.20%2,024,808 2,029,457 *Sanger TX Ind Corp CD 486639 41-00-1013 11/2/2024 0.25%97,472 97,721 TOTAL CASH AND INVESTMENTS 5,148,376$ 5,227,752$ Name Acct. #Maturity Yield Prior Period Current Balance *Pooled Cash 42-00-1000 0.05%2,372,968$ 2,168,872$ *Cash MM 2379694 42-00-1010 0.05%205,442 205,599 *4B CD 653500 42-00-1013 4/3/2024 0.45%22,552 22,599 *4B CD 659924 42-00-1014 11/12/2024 0.45%22,341 22,400 *4B CD 664243 42-00-1015 6/5/2024 0.45%22,383 22,442 *4B CD 673277 42-00-1016 7/9/2024 0.45%22,357 22,432 *4B CD 686115 42-00-1017 8/4/2024 0.45%22,361 22,436 *4B CD 689521 42-00-1018 9/11/2024 0.45%22,342 22,417 *4B CD 694371 42-00-1019 11/14/2024 0.45%22,359 22,434 *4B CD 697230 42-00-1020 11/17/2024 0.45%22,416 22,491 *4B CD 699934 42-00-1021 12/18/2024 0.45%22,269 22,343 *4B CD 702285 42-00-1022 1/31/2024 0.45%22,062 22,080 *4B CD 706078 42-00-1023 2/19/2024 0.45%22,153 22,192 *4B CD 720097 42-00-1024 2/9/2024 0.45%21,966 22,039 *4B CD 720119 42-00-1025 11/9/2024 0.45%21,926 21,999 TOTAL CASH AND INVESTMENTS 2,867,897$ 2,664,775$ *Restricted Funds 4B FUND 4A & 4B FUNDS January 31, 2024 CASH AND INVESTMENTS General 336 Item 11. City of Sanger M onthly Financial & Investment Report 30 | Page Ethics Disclosure and Conflicts of Interest Clayton Gray John Noblitt Finance Director City Manager a. the officer has a business relationship with a business organization offering to engage in an investment transaction with the City (as defined in 2256.005 (i) (1-3); or b. the officer is related within the second degree by affinity or consanguinity, as determined under Chapter 573 of the Texas Government Code, to an individual seeking to transact investment business with the entity. PFIA 2256.005 (i). CITY OF SANGER, TEXAS CASH AND INVESTMENTS January 31, 2024 The Monthly Investment Report is in full compliance with the objectives, restrictions, and strategies as set forth in the City of Sanger's Investment Policy and Texas Government Code 2256.023, the Public Funds Investment Act (PFIA). The City only invests in Money Market accounts and Certificates of Deposit. Interest is paid monthly on all accounts. Therefore, book value and market value are the same and the City does not have accrued interest on its investments. In accordance with the PFIA, investment officers are required to file a disclosure statement with the Texas Ethics Commission and the governing body if: 337 Item 11. CITY OF SANGER, TEXAS MONTHLY FINANCIAL AND INVESTMENT REPORT FOR THE MONTH ENDING FEBRUARY 29, 2024 PREPARED BY THE FINANCE DEPARTMENT 338 Item 11. City of Sanger M onthly Financial & Investment Report 2 | Page TABLE OF CONTENTS Introduction ..................................................................................................................................... 3 Financial Report General Fund ..................................................................................................................... 4 Enterprise Fund .................................................................................................................. 7 Internal Service Fund ....................................................................................................... 10 Debt Service Fund ........................................................................................................... 12 Enterprise Debt Service Fund .......................................................................................... 14 Capital Projects Fund ....................................................................................................... 16 Enterprise Capital Projects Fund ...................................................................................... 18 4A Fund ........................................................................................................................... 20 4B Fund ........................................................................................................................... 22 Cash and Investment Report Total Cash and Investments............................................................................................. 24 General Fund ................................................................................................................... 26 Enterprise Fund ................................................................................................................ 27 Debt Service and Capital Projects Funds ......................................................................... 28 4A and 4B Funds ............................................................................................................. 29 Certification ...................................................................................................................... 30 339 Item 11. City of Sanger M onthly Financial & Investment Report 3 | Page INTRODUCTION This is the financial report for the period ending February 29, 2024. Revenues and expenditures reflect activity from October 1, 2022, through February 29, 2024, or forty-two percent (42%) of the fiscal year. GENERAL FUND  The General Fund has collected 72.0% of projected operating revenues.  All revenue categories are performing within projections.  Operating expenditures & encumbrances are 36.0% of the annual budget  All expenditure categories are within projections. ENTERPRISE FUND  The Enterprise Fund has collected 45.5% of projected operating revenues.  All revenue categories are performing within projections.  Operating expenditures & encumbrances are 35.6% of the annual budget.  All expenditure categories are within projections. INTERNAL SERVICE FUND  The Internal Service Fund has collected 39.2% of projected transfers from the General and Enterprise Funds.  All revenue categories are performing within projections.  Operating expenditures & encumbrances are 44.2% of the annual budget.  All expenditure categories are within projections. This unaudited report is designed for internal use and does not include all the funds and accounts in the City of Sanger’s operations. For a complete report, refer to the City of Sanger Annual Financial Report, available at https://www.sangertexas.org/177/Financial-Transparency 340 Item 11. City of Sanger M onthly Financial & Investment Report 4 | Page GENERAL FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Property Taxes 7,100,392$ 6,735,870$ 94.9%364,522$ Sales & Beverage Taxes 1,768,000 738,737 41.8%1,029,263 Franchise Fees 1,060,095 418,001 39.4%642,094 Solid Waste 1,364,000 493,872 36.2%870,128 Licenses & Permits 309,500 231,004 74.6%78,496 Fines & Forfeitures 170,315 52,151 30.6%118,164 Department Revenues 820,260 505,315 61.6%314,945 Interest 200,000 124,506 62.3%75,494 Miscellaneous 119,000 39,798 33.4%79,202 Transfers 146,535 61,056 41.7%85,479 Total Revenues 13,058,097$ 9,400,310$ 72.0%3,657,787$ Expenditures Police 2,869,256$ 1,119,131$ (121,184)$ 34.8%1,871,309$ Fire 3,364,405 1,140,232 109,115 37.1%2,115,058 Municipal Court 267,799 86,911 2,822 33.5%178,066 Development Services 841,870 268,150 (39,417) 27.2%613,137 Streets 933,453 265,337 (10,424) 27.3%678,540 Parks & Recreation 1,151,632 280,984 141,540 36.7%729,108 Library 406,403 165,459 (748) 40.5%241,692 Solid Waste 1,250,000 529,032 - 42.3%720,968 Transfers 2,020,325 786,256 - 38.9%1,234,069 Total Expenditures 13,105,143$ 4,641,492$ 81,704$ 36.0%8,381,947$ Revenues Over (Under) Expenditures (47,046)$ 4,758,818$ (81,704)$ (4,724,160)$ Fund Balance - October 1, 2023 18,327,498 18,327,498 Fund Balance - February 28, 2024 18,280,452$ 23,086,316$ CITY OF SANGER, TEXAS Revenue & Expense Report (Unaudited) February 28, 2024 General Fund 341 Item 11. City of Sanger M onthly Financial & Investment Report 5 | Page 0%25%50%75%100% Other Revenues Transfers Solid Waste Franchise Fees Sales & Beverage Taxes Property Taxes General Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Transfers Solid Waste Library Parks Streets Dev Svc Court Fire Police General Fund Expenditures: Actual to Budget YTD Actual Budget Other Revenues 10% Transfers 1% Solid Waste 5%Franchise Fees 4% Sales & Beverage Taxes 8% Property Taxes 72% General Fund Revenues Transfers 17% Solid Waste 11% Library 4%Parks 9% Streets 5% Dev Svc 5% Court 2% Fire 26% Police 21% General Fund Expenditures 342 Item 11. City of Sanger M onthly Financial & Investment Report 6 | Page $- $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 PROPERTY TAX REVENUE 2021-2022 2022-2023 2023-2024 $- $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 $1,400,000 $1,600,000 SALES TAX REVENUE 2021-2022 2022-2023 2023-2024 $- $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 $900,000 $1,000,000 $1,100,000 FRANCHISE FEE REVENUE 2021-2022 2022-2023 2023-2024 343 Item 11. City of Sanger M onthly Financial & Investment Report 7 | Page ENTERPRISE FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Water 2,565,619$ 1,126,821$ 43.9%1,438,798$ Wastewater 2,955,440 1,231,937 41.7%1,723,503 Electric 8,434,353 3,625,449 43.0%4,808,904 Penalties & Fees 210,000 96,991 46.2%113,009 Interest 75,000 17,619 23.5%57,381 Miscellaneous 119,000 34,787 29.2%84,213 Transfers - 977,000 0.0%(977,000) Use of Fund Balance 1,279,913 - 0 1,279,913 Total Revenues 15,639,325$ 7,110,604$ 45.5%8,528,721$ Expenditures Water 1,988,233$ 843,133$ 73,921$ 46.1%1,071,179 Wastewater 1,096,608 376,327 143,705 47.4%576,576 Electric 7,921,671 2,312,155 (15,049) 29.0%5,624,565 Customer Service 419,300 132,018 - 31.5%287,282 Transfers 4,287,487 1,730,907 - 40.4%2,556,580 Total Expenditures 15,713,299 5,394,540 202,577 35.6%10,116,182 Revenues Over (Under) Expenditures (73,974)$ 1,716,064$ (202,577)$ (1,587,461)$ Fund Balance - October 1, 2023 21,054,762 21,054,762 Fund Balance - February 28, 2024 21,054,762$ 22,770,826$ CITY OF SANGER, TEXAS Enterprise Fund Revenue & Expense Report (Unaudited) February 28, 2024 344 Item 11. City of Sanger M onthly Financial & Investment Report 8 | Page 0%25%50%75%100% Other Revenues Electric Wastewater Water Enterprise Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Transfers Customer Service Electric Wastewater Water Enterprise Fund Expenditures: Actual to Budget YTD Actual Budget Other Revenues 16% Electric 51% Wastewater 17% Water 16% Enterprise Fund Revenues Transfers 31% Customer Service 2% Electric 41% Wastewater 9% Water 17% Enterprise Fund Expenditures 345 Item 11. City of Sanger M onthly Financial & Investment Report 9 | Page $- $250,000 $500,000 $750,000 $1,000,000 $1,250,000 $1,500,000 $1,750,000 $2,000,000 $2,250,000 $2,500,000 WATER REVENUE 2021-2022 2022-2023 2023-2024 $- $250,000 $500,000 $750,000 $1,000,000 $1,250,000 $1,500,000 $1,750,000 $2,000,000 $2,250,000 $2,500,000 $2,750,000 WASTE WATER REVENUE 2021-2022 2022-2023 2023-2024 $- $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 $8,000,000 $9,000,000 ELECTRIC REVENUE 2021-2022 2022-2023 2023-2024 346 Item 11. City of Sanger M onthly Financial & Investment Report 10 | Page INTERNAL SERVICE FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Transfer from Enterprise Fund 1,852,815$ 716,460$ 38.7%1,136,355$ Transfer from General Fund 1,852,815 716,460 38.7%1,136,355$ Transfer from 4A 15,000 15,000 100.0%-$ Transfer from 4B 15,000 15,000 100.0%- Total Revenues 3,735,630 1,462,920 39.2%2,272,710 Operating Expenditures City Council 59,950$ 26,900$ 5,601$ 54.2%27,449$ Administration 457,090 187,509 (1,153) 40.8%270,734 City Secretary 235,480 87,030 (775) 36.6%149,225 Legal 319,010 112,894 - 35.4%206,116 Public Works 346,570 123,154 69,636 55.6%153,780 Finance 497,950 187,719 (9,885) 35.7%320,116 Human Resources 316,740 100,620 16,495 37.0%199,625 Marketing 494,250 221,862 33,521 51.7%238,867 Facilities 353,290 134,267 35,672 48.1%183,351 Non-Departmental 665,300 280,965 43,922 48.8%340,413 Total Expenditures 3,745,630 1,462,920 193,034 44.2%2,089,676 Revenues Over (Under) Expenditures (10,000)$ -$ (193,034)$ 183,034$ Fund Balance - October 1, 2023 100,205 100,205 Fund Balance - February 28, 2024 90,205$ 100,205$ CITY OF SANGER, TEXAS Internal Service Fund Revenue & Expense Report (Unaudited) February 28, 2024 347 Item 11. City of Sanger M onthly Financial & Investment Report 11 | Page 0%25%50%75%100% Transfer from 4B Transfer from 4A Transfer from General Fund Transfer from Enterprise Fund Internal Service Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Non-Dept Facilities Marketing Human Resources Finance Public Works Legal City Secretary Administration City Council Internal Service Fund Expenditures: Actual to Budget YTD Actual Budget Non-Dept 20% Facilities 10% Marketing 15% Human Resources 7% Finance 11% Public Works 12% Legal 7% City Secretary 5% Administration 11%City Council 2% Internal Service Fund Expenditures Transfer from 4B 15,000 Transfer from 4A 15,000 Transfer from General Fund 716,460 Transfer from Enterprise Fund 716,460 Internal Service Fund Revenues 348 Item 11. City of Sanger M onthly Financial & Investment Report 12 | Page DEBT SERVICE FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Property Taxes 1,664,441$ 1,538,868$ 92.5%125,573$ Interest 25,000 4,247 17.0%20,753 Transfers 180,000 180,000 100.0%- Total Revenues 1,869,441$ 1,723,115$ 92.2%146,326$ Operating Expenditures Debt Service 1,849,247 1,019,784 - 55.1%829,463 Transfers 51,535 21,473 - 41.7%30,062 Total Expenditures 1,900,782 1,041,257 - 54.8%859,525 Revenues Over (Under) Expenditures (31,341)$ 681,858$ -$ (713,199)$ Fund Balance - October 1, 2023 402,464 402,464 Fund Balance - February 28, 2024 371,123$ 1,084,322$ CITY OF SANGER, TEXAS Debt Service Fund Revenue & Expense Report (Unaudited) February 28, 2024 349 Item 11. City of Sanger M onthly Financial & Investment Report 13 | Page 0%25%50%75%100% Transfers Interest Property Taxes Debt Service Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Transfers Debt Service Debt Service Fund Expenditures: Actual to Budget YTD Actual Budget Transfers 11%Interest 0% Property Taxes 89% Debt Service Fund Revenues Transfers 2% Debt Service 98% Debt Service Fund Expenditures 350 Item 11. City of Sanger M onthly Financial & Investment Report 14 | Page ENTERPRISE DEBT SERVICE FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Interest 25,000$ 4,387$ 0.0%20,613 Transfers 2,339,672 974,863 41.7%1,364,809 Total Revenues 2,364,672 979,250 0.2%1,385,422 Operating Expenditures Debt Service 2,364,672 957,848 - 41%1406824 Transfers - 977,000 - 0.0%(977,000) Total Expenditures 2,364,672 1,934,848 - 81.8%429,824 Revenues Over (Under) Expenditures -$ (955,598)$ -$ 955,598$ Fund Balance - October 1, 2023 1,291,409 1,291,409 Fund Balance - February 28, 2024 1,291,409$ 335,811$ CITY OF SANGER, TEXAS Enterprise Debt Service Fund Revenue & Expense Report (Unaudited) February 28, 2024 351 Item 11. City of Sanger M onthly Financial & Investment Report 15 | Page 0%25%50%75%100% Transfers Interest Enterprise Debt Service Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Debt Service Enterprise Debt Service Fund Expenditures: Actual to Budget YTD Actual Budget Transfers 100% Interest 0% Enterprise Debt Service Fund Revenues Debt Service 100% Enterprise Debt Service Fund Expenditures 352 Item 11. City of Sanger M onthly Financial & Investment Report 16 | Page CAPITAL PROJECTS FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Interest 50,000$ 28,316$ 56.6%21,684 Transfers 167,510 69,796 41.7%97,714 Use of Bond Funds 3,000,000 - 0.0%3,000,000 Total Revenues 3,217,510 98,112 3.0%3,119,398 Operating Expenditures 2023-24 Street Rehab 362,401 - - 0.0%362,401 Street/Utility Maintenance Program 425,000 96,857 (96,857) 0.0%425,000 Marion Road - Arterial 750,000 - - 0.0%750,000 I-35 Aesthetics 2,500,000 42,500 (10,500) 1.3%2,468,000 Total Streets Projects 4,037,401 139,357 (107,357) 0.8%4,005,401 Porter Park Phase II 300,000 - - 0.0%300,000 Senior Center Improvements 500,000 - - 0.0%500,000 Total Parks Projects 800,000 - - 0.0%800,000 Riley Property Purchase - 7,676 - 0.0%(7,676) Building Improvements - 94,569 (94,569) 0.0%- Joint Public Safety Facility 800,000 - - 0.0%800,000 Total Nondepartmental Projects 800,000 102,245 (94,569) 1.0%792,324 Total Expenditures 5,637,401 241,602 (201,926) 0.7%5,597,725 Revenues Over (Under) Expenditures (2,419,891)$ (143,490)$ 201,926$ (2,478,327)$ Fund Balance - October 1, 2023 4,511,638 4,511,638 February 28, 2024 2,091,747$ 4,368,148$ CITY OF SANGER, TEXAS Capital Projects Fund Revenue & Expense Report (Unaudited) February 28, 2024 353 Item 11. City of Sanger M onthly Financial & Investment Report 17 | Page 0%25%50%75%100% Interest Transfers Capital Projects Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Total Nondepartmental Projects Total Parks Projects Total Streets Projects Capital Projects Fund Expenditures: Actual to Budget Series1 Series2 Total Nondepartmental Projects 19% Total Parks Projects 0% Total Streets Projects 81% Capital Projects Fund Expenditures Interest 29% Transfers 71% Use of Bond Funds 0% Capital Projects Fund Revenues 354 Item 11. City of Sanger M onthly Financial & Investment Report 18 | Page ENTERPRISE CAPITAL PROJECTS FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Water Taps 350,000$ 45,050$ 12.9%304,950$ Sewer Taps 400,000 69,050 17.3%330,950 Interest 150,000 102,098 68.1%47,902 State Reimbursements 3,500,000 - 0.0%3,500,000 Use of Bond Proceeds 8,270,903 - 0.0%8,270,903 Total Revenues 12,670,903$ 216,198$ 0.5%12,454,705$ Operating Expenditures Water: System Improvements 1,200,000 50,661 (50,661) 0.0%1,200,000 Water: FM 455 Relocation - 5,966 (5,966) 0.0%- Water: I-35 Relocation 3,597,732 20,001 (20,001) 0.0%3,597,732 Automated Metering System 3,200,000 1,652,610 (1,645,015) 0.2%3,192,405 Total Water Projects 7,997,732 1,729,238 (1,721,643) 0.1%7,990,137 Sewer: System Improvements 335,000 - - 0.0%335,000 Sewer: FM 455 Relocation - 5,966 (5,966) 0.0%- Sewer: I-35 Relocation 2,825,178 20,001 (20,001) 0.0%2,825,178 Sewer: Keaton Road Sewer 320,000 - - 0.0%320,000 Sewer: MUD12 Feasibility Stury - 22,884 (22,884) 0.0%- Sewer: Fifth Street Rehab 350,000 - - 0.0%350,000 Total Sewer Projects 3,830,178 48,851 (48,851) 0.0%3,830,178 Electric: System Improvements 350,000 - - 0.0%350,000 Electric: FM 455 Relocation - 120,095 (120,095) 0.0%- Electric: I-35 Relocation 3,500,000 368,276 4,543,737 140.3%(1,412,013) Total Electric Projects 3,850,000 488,371 4,423,642 127.6%(1,062,013) Total Expenditures 15,677,910 2,266,460 2,653,148 31.4%10,758,302 Revenues Over (Under) Expenditures (3,007,007)$ (2,050,262)$ (2,653,148)$ 1,696,403$ Fund Balance - October 1, 2023 1,291,409 1,291,409 Fund Balance - February 28, 2024 (1,715,598)$ (758,853)$ CITY OF SANGER, TEXAS Enterprise Capital Projects Fund Revenue & Expense Report (Unaudited) February 28, 2024 355 Item 11. City of Sanger M onthly Financial & Investment Report 19 | Page 0%25%50%75%100% Use of Bond Proceeds Interest Income Sewer Taps Water Taps Enterprise Capital Projects Fund Revenues: Actual to Budget YTD Actual Budget Use of Bond Proceeds 0% Interest Income 47% Sewer Taps 32% Water Taps 21% Enterprise Capital Projects Fund Revenues Total Water Projects 0% Total Sewer Projects 0% Total Electric Projects 100% Enterprise Capital Projects Fund Expenditures 0%25%50%75%100% Total Water Projects Total Sewer Projects Total Electric Projects Enterprise Capital Projects Fund Expenditures: Actual to Budget YTD Actual Budget 356 Item 11. City of Sanger M onthly Financial & Investment Report 20 | Page 4A FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Sales Tax 875,000$ 366,266$ 41.9%508,734$ Interest 40,000 39,053 97.6%947 Total Revenues 915,000$ 405,319$ 44.3%509,681$ Operating Expenditures Economic Development 174,625$ 37,117$ 1,625$ 22.2%135,883$ Transfers 15,000 15,000 - 100.0%- Total Expenditures 189,625 52,117 1,625 28.3%135,883 Revenues Over (Under) Expenditures 725,375$ 353,202$ (1,625)$ 373,798$ Fund Balance - October 1, 2023 4,479,156 4,479,156 Fund Balance - February 28, 2024 5,204,531$ 4,832,358$ CITY OF SANGER, TEXAS 4A Fund Revenue & Expense Report (Unaudited) February 28, 2024 357 Item 11. City of Sanger M onthly Financial & Investment Report 21 | Page 0%25%50%75%100% Sales Tax Interest 4A Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Economic Development Transfers 4A Fund Expenditures: Actual to Budget YTD Actual Budget Sales Tax 90% Interest 10% 4A Fund Revenues Economic Development 72% Transfers 28% 4A Fund Expenditures 358 Item 11. City of Sanger M onthly Financial & Investment Report 22 | Page 4B FUND Annual Budget Year to Date Encumbered % of Budget Budget Balance Revenues Sales Tax 875,000$ 366,266$ 41.9%508,734$ Interest 35,000 20,469 58.5%14,531 Total Revenues 910,000$ 386,735$ 42.5%523,265$ Operating Expenditures Economic Development 362,625$ 71,297$ (42,581)$ 7.9%333,909$ Transfers 195,000 195,000 - 100.0%- Total Expenditures 557,625 266,297 (42,581) 40.1%333,909 Revenues Over (Under) Expenditures 352,375$ 120,438$ 42,581$ 189,356$ Fund Balance - October 1, 2023 2,817,046 2,817,046 Fund Balance - February 28, 2024 3,169,421$ 2,937,484$ CITY OF SANGER, TEXAS 4B Fund Revenue & Expense Report (Unaudited) February 28, 2024 359 Item 11. City of Sanger M onthly Financial & Investment Report 23 | Page 0%25%50%75%100% Sales Tax Interest 4B Fund Revenues: Actual to Budget YTD Actual Budget 0%25%50%75%100% Economic Development Transfers 4B Fund Expenditures: Actual to Budget YTD Actual Budget Sales Tax 95% Interest 5% 4B Fund Revenues Economic Development 13% Transfers 87% 4B Fund Expenditures 360 Item 11. City of Sanger M onthly Financial & Investment Report 24 | Page CASH AND INVESTMENTS REPORT Name General Enterprise Debt Service Capital Projects Total UNRESTRICTED Cash for Operations 20,235,180$ 3,163,823$ -$ -$ 23,399,003$ Contingency Reserves for Operations 1,089,216 1,081,452 - - 2,170,668 TOTAL UNRESTRICTED 21,324,396$ 4,245,275$ -$ -$ 25,569,671$ RESTRICTED Debt Service -$ 340,186$ 3,025,233$ -$ 3,365,419$ Water Deposits - 598,288 - - 598,288 Equipment Replacement 1,272,936 149,920 - - 1,422,856 Electric Storm Recovery - 1,263,146 - - 1,263,146 A R P Funds Cash 2,177,059 2,177,059 Hotel Occupancy Tax 240,308 - - - 240,308 Grant Funds 124,288 - - - 124,288 Keep Sanger Beautiful (KSB)5,595 - - - 5,595 Library 99,899 - - - 99,899 Parkland Dedication 105,739 - - - 105,739 Roadway Impact 1,479,810 - - - 1,479,810 Court Security 17,819 - - - 17,819 Court Technology 406 - - - 406 Child Safety Fee 85,467 - - - 85,467 Forfeited Property 1,766 - - - 1,766 Donations 77,295 - - - 77,295 TOTAL RESTRICTED 5,688,387$ 2,351,540$ 3,025,233$ -$ 11,065,160$ CAPITAL PROJECTS General Capital Projects -$ -$ -$ 2,530,861$ 2,530,861$ Enterprise Capital Projects - - - 14,492,428 14,492,428 TOTAL CAPITAL PROJECTS -$ -$ -$ 17,023,289$ 17,023,289$ TOTAL CASH AND INVESTMENTS 27,012,783$ 6,596,815$ 3,025,233$ 17,023,289$ 53,658,120$ These totals do not include the 4A Corporation and 4B Corporation, which are presented on page 29. February 28, 2024 TOTAL CASH AND INVESTMENTS CITY OF SANGER, TEXAS 361 Item 11. City of Sanger M onthly Financial & Investment Report 25 | Page Cash for Operations 92% Contingency Reserves for Operations 8% Unrestricted General Capital Projects 15% Enterprise Capital Projects 85% Capital Projects Debt Service 42% Water Deposits 8% Equipment Replacement 18% Electric Storm Recovery 16% Other 16% Restricted Total Unrestricted $25,569,671 Total Restricted $11,065,160 Total Capital Projects $17,023,289 0%10%20%30%40%50%60%70%80%90%100% TOTAL CASH & INVESTMENTS 362 Item 11. City of Sanger M onthly Financial & Investment Report 26 | Page Name Acct. #Maturity Yield Prior Period Current Balance Pooled Cash 001-00-1000 0.05%19,205,476$ 19,827,339$ Employee Benefits Cash 110-00-1000 0.20%1,253 1,253 Employee Benefits MM 110-00-1010 0.20%138,056 144,329 Internal Service Fund 180-00-1000 0.05%252,288 262,259 OPERATING ACCOUNTS 19,597,073$ 20,235,180$ GF Contingency Reserve MM 2487969 001-00-1031 0.20%646,082$ 646,082$ GF Contingency Reserve CD Prosperity 001-00-1039 4/26/2024 0.55%223,211 223,211 GF Contingency Reserve CD 674907 001-00-1043 7/13/2024 0.45%219,193 219,923 CONTINGENCY RESERVE 1,088,486$ 1,089,216$ *GF Equipment Replacement MM 2376237 001-00-1032 0.20%194,218$ 194,643$ *GF Equipment Replacement CD 719706 001-00-1033 7/6/2024 0.45%65,871$ 66,090$ *General Storm Recovery Pooled Cash 201-00-1000 0.05%1,010,804 1,012,203 EQUIPMENT REPLACEMENT RESERVES 1,270,893$ 1,272,936$ *A R P Funds Cash 001-00-1034 2,177,059$ 2,177,059$ *Hotel Occupancy Tax 050-00-1000 239,976 240,308 *Police Grant Fund 320-00-1000 4,834 4,840 *Fire Grant Fund 324-00-1000 119,269 119,434 *Library Grant Fund 342-00-1000 14 14 *Beautification Board - KSB 432-00-1000 5,587 5,595 *Library Restricted for Building Expansion 442-00-1000 46,719 46,783 *Library Building Expansion CD 702994 442-00-1035 1/22/2025 0.45%52,940 53,116 *Parkland Dedication Fund 450-00-1000 105,593 105,739 *Roadway Impact Fee Fund 451-00-1000 1,477,765 1,479,810 *Court Security Restricted Fund 470-00-1000 17,401 17,819 *Court Technology Restricted Fund 471-00-1000 290 406 *Child Safety Fee Fund 475-00-1000 85,348 85,467 *Forfeited Property Fund 480-00-1000 5,009 1,766 *Police Donations 620-00-1000 28,002 28,002 *Fire Donations 624-00-1000 17,977 28,002 *Banner Account for Parks 632-00-1000 13,965 13,984 *Library Donations 642-00-1000 7,297 7,307 OTHER 4,405,045$ 4,415,451$ TOTAL CASH AND INVESTMENTS 26,361,497$ 27,012,783$ TOTAL UNRESTRICTED 20,685,559$ 21,324,396$ *Restricted Funds GENERAL FUND February 28, 2024 CASH AND INVESTMENTS 363 Item 11. City of Sanger M onthly Financial & Investment Report 27 | Page Name Acct. #Maturity Yield Prior Period Current Balance Pooled Cash 008-00-1010 0.05%2,953,595$ 3,163,823$ OPERATING ACCOUNTS 2,953,595$ 3,163,823$ *Pooled Cash 008-00-1010 0.05%200,348$ 298,288$ *Water Deposit CD 2375850 008-00-1041 1/3/2025 0.45%300,000 300,000 WATER DEPOSIT REFUND ACCOUNTS 500,348$ 598,288$ *Combined EF Debt Service MM 2376113 008-00-1039 0.20%340,186 340,186 BOND FUNDS 340,186$ 340,186$ EF Contingency Reserve MM 2809753 008-00-1012 0.20%644,485$ 644,485$ EF Contingency Reserve CD 787860 008-00-1014 2/14/2024 0.45%326,291 326,867 EF Reserve CD 642541 008-00-1040 9/25/2024 0.45%109,869 110,100 CONTINGENCY RESERVES 1,080,645$ 1,081,452$ *EF Storm Recovery MM 208-00-1033 0.20%1,263,146$ 1,263,146$ *EF Equipment Replacement MM 2376202 008-00-1034 0.20%149,563 149,920 OTHER 1,412,709$ 1,413,066$ TOTAL CASH AND INVESTMENTS 6,287,483$ 6,596,815$ TOTAL UNRESTRICTED 4,034,240$ 4,245,275$ *Restricted Funds ENTERPRISE FUND February 28, 2024 CASH AND INVESTMENTS 364 Item 11. City of Sanger M onthly Financial & Investment Report 28 | Page Name Acct. #Maturity Yield Prior Period Current Balance *Pooled Cash 003-00-1000 0.05%671,803$ 1,022,306$ *DSF Money Market 2376105 003-00-1010 0.20%62,016 62,016 TOTAL RESTRICTED 733,819$ 1,084,322$ Name Acct. #Maturity Yield Prior Period Current *Pooled Cash 009-00-1000 0.05%1,745,695$ 1,940,911$ TOTAL RESTRICTED 1,745,695$ 1,940,911$ Name Acct. #Maturity Yield Prior Period Current *Pooled Cash 004-00-1000 0.05%2,398,555$ 2,410,259$ *2023C Tax Bond Proceeds 004-00-1014 0.05%120,602$ 120,602$ TOTAL RESTRICTED 2,519,157$ 2,530,861$ Name Acct. #Maturity Yield Prior Period Current Balance *Sewer Capital Improvements MM-10% Rev 840-00-1020 0.20%1,663,389$ 1,663,389$ *Sewer Capital Reserve MM 2380226 Tap Fees 840-00-1038 0.20%3,082,744 3,088,744 *Water Capital Reserve MM 2376156 Tap Fees 840-00-1037 0.20%2,460,605$ 2,461,105$ *2021 CO MM 840-00-1039 0.20%7,413,544$ 6,793,449$ *Pooled Cash 840-00-1000 0.05%111,325 485,741 TOTAL RESTRICTED 14,731,607$ 14,492,428$ *Restricted Funds ENTERPRISE CAPITAL PROJECTS FUND GENERAL CAPITAL PROJECTS FUND DEBT SERVICE FUND DEBT SERVICE & CAPITAL PROJECTS CASH AND INVESTMENTS February 28, 2024 ENTERPRISE DEBT SERVICE FUND 365 Item 11. City of Sanger M onthly Financial & Investment Report 29 | Page Name Acct. #Maturity Yield Prior Period Current Balance *Pooled Cash 41-00-1000 0.05%2,767,837$ 2,817,798$ *Cash NOW 900020693 Prosperity 41-00-1010 0.05%332,737 332,737 *4A MM 902551273 Prosperity 41-00-1012 0.20%2,029,457 2,029,457 *Sanger TX Ind Corp CD 486639 41-00-1013 11/2/2024 0.25%97,721 97,970 TOTAL CASH AND INVESTMENTS 5,227,752$ 5,277,962$ Name Acct. #Maturity Yield Prior Period Current Balance *Pooled Cash 42-00-1000 0.05%2,168,872$ 2,038,003$ *Cash MM 2379694 42-00-1010 0.05%205,599 205,738 *4B CD 653500 42-00-1013 4/3/2024 0.45%22,599 22,647 *4B CD 659924 42-00-1014 11/12/2024 0.45%22,400 22,459 *4B CD 664243 42-00-1015 6/5/2024 0.45%22,442 22,501 *4B CD 673277 42-00-1016 7/9/2024 0.45%22,432 22,507 *4B CD 686115 42-00-1017 8/4/2024 0.45%22,436 22,510 *4B CD 689521 42-00-1018 9/11/2024 0.45%22,417 22,491 *4B CD 694371 42-00-1019 11/14/2024 0.45%22,434 22,509 *4B CD 697230 42-00-1020 11/17/2024 0.45%22,491 22,565 *4B CD 699934 42-00-1021 12/18/2024 0.45%22,343 22,417 *4B CD 702285 42-00-1022 1/31/2024 0.45%22,080 22,154 *4B CD 706078 42-00-1023 2/19/2024 0.45%22,192 22,231 *4B CD 720097 42-00-1024 2/9/2024 0.45%22,039 22,112 *4B CD 720119 42-00-1025 11/9/2024 0.45%21,999 22,072 TOTAL CASH AND INVESTMENTS 2,664,775$ 2,534,916$ *Restricted Funds 4B FUND 4A & 4B FUNDS February 28, 2024 CASH AND INVESTMENTS General 366 Item 11. City of Sanger M onthly Financial & Investment Report 30 | Page Ethics Disclosure and Conflicts of Interest Clayton Gray John Noblitt Finance Director City Manager a. the officer has a business relationship with a business organization offering to engage in an investment transaction with the City (as defined in 2256.005 (i) (1-3); or b. the officer is related within the second degree by affinity or consanguinity, as determined under Chapter 573 of the Texas Government Code, to an individual seeking to transact investment business with the entity. PFIA 2256.005 (i). CITY OF SANGER, TEXAS CASH AND INVESTMENTS February 28, 2024 The Monthly Investment Report is in full compliance with the objectives, restrictions, and strategies as set forth in the City of Sanger's Investment Policy and Texas Government Code 2256.023, the Public Funds Investment Act (PFIA). The City only invests in Money Market accounts and Certificates of Deposit. Interest is paid monthly on all accounts. Therefore, book value and market value are the same and the City does not have accrued interest on its investments. In accordance with the PFIA, investment officers are required to file a disclosure statement with the Texas Ethics Commission and the governing body if: 367 Item 11. 3/01/2024 8:45 AM A/P HISTORY CHECK REPORT PAGE: 1 VENDOR SET: 99 City of Sanger BANK: * ALL BANKS DATE RANGE: 2/01/2024 THRU 2/29/2024 CHECK INVOICE CHECK CHECK CHECK VENDOR I.D. NAME STATUS DATE AMOUNT DISCOUNT NO STATUS AMOUNT C-CHECK VOID CHECK V 2/29/2024 085078 * * T O T A L S * * NO INVOICE AMOUNT DISCOUNTS CHECK AMOUNT REGULAR CHECKS: 0 0.00 0.00 0.00 HAND CHECKS: 0 0.00 0.00 0.00 DRAFTS: 0 0.00 0.00 0.00 EFT: 0 0.00 0.00 0.00 NON CHECKS: 0 0.00 0.00 0.00 VOID CHECKS: 1 VOID DEBITS 0.00 VOID CREDITS 0.00 0.00 0.00 TOTAL ERRORS: 0 NO INVOICE AMOUNT DISCOUNTS CHECK AMOUNT VENDOR SET: 99 BANK: * TOTALS: 1 0.00 0.00 0.00 BANK: * TOTALS: 1 0.00 0.00 0.00 368 Item 12. 3/01/2024 8:45 AM A/P HISTORY CHECK REPORT PAGE: 2 VENDOR SET: 99 City of Sanger BANK: EMP B EMPLOYEE BENEFIT FUND DATE RANGE: 2/01/2024 THRU 2/29/2024 CHECK INVOICE CHECK CHECK CHECK VENDOR I.D. NAME STATUS DATE AMOUNT DISCOUNT NO STATUS AMOUNT 13080 BLUE CROSS BLUE SHIELD OF TEXA I-COBRA 02.2024 COBRA-FEB 2024 R 2/07/2024 679.02 000791 I-FEBRUARY 2024 FEB 24 HEALTH/DENTAL PREMIUM R 2/07/2024 66,814.17 000791 67,493.19 10610 LEADERSLIFE INS. COMPANY I-145848 LIFE INSURANCE FEB 2024 R 2/22/2024 73.66 000792 73.66 * * T O T A L S * * NO INVOICE AMOUNT DISCOUNTS CHECK AMOUNT REGULAR CHECKS: 2 67,566.85 0.00 67,566.85 HAND CHECKS: 0 0.00 0.00 0.00 DRAFTS: 0 0.00 0.00 0.00 EFT: 0 0.00 0.00 0.00 NON CHECKS: 0 0.00 0.00 0.00 VOID CHECKS: 0 VOID DEBITS 0.00 VOID CREDITS 0.00 0.00 0.00 TOTAL ERRORS: 0 NO INVOICE AMOUNT DISCOUNTS CHECK AMOUNT VENDOR SET: 99 BANK: EMP BTOTALS: 2 67,566.85 0.00 67,566.85 BANK: EMP B TOTALS: 2 67,566.85 0.00 67,566.85 369 Item 12. 3/01/2024 8:45 AM A/P HISTORY CHECK REPORT PAGE: 3 VENDOR SET: 99 City of Sanger BANK: POOL POOLED CASH ACCOUNT DATE RANGE: 2/01/2024 THRU 2/29/2024 CHECK INVOICE CHECK CHECK CHECK VENDOR I.D. NAME STATUS DATE AMOUNT DISCOUNT NO STATUS AMOUNT 14210 OFFICE OF THE ATTORNEY GENERAL I-CBW202402060059 CHILD SUPPORT D 2/09/2024 92.31 000674 I-CRW202402060059 CHILD SUPPORT AG#0013904686 D 2/09/2024 192.46 000674 I-CSR202402060059 CHILD SUPPORT #0013806050 D 2/09/2024 276.92 000674 I-CWM202402060059 CHILD SUPPORT # 0014024793CV19 D 2/09/2024 357.69 000674 919.38 22640 INTERNAL REVENUE SERVICE I-T1 202402060059 FEDERAL W/H D 2/09/2024 20,941.48 000675 I-T3 202402060059 FICA PAYABLE D 2/09/2024 30,751.34 000675 I-T4 202402060059 FICA PAYABLE D 2/09/2024 7,191.90 000675 58,884.72 00600 CITY OF SANGER I-FEB 24 COS UB 12/18/23 - 01/18/23 D 2/15/2024 36,317.42 000676 36,317.42 11690 PITNEY BOWES - RESERVE ACCOUNT I-02.07.2024 REFILL POSTAGE METER D 2/07/2024 300.00 000680 300.00 30600 TASC C-D. STANFORD-JAN TASC-D.STANFORD-JAN D 2/09/2024 222.22CR 000681 C-TASC-J.HERNANDEZ TASC-J.HERNANDEZ D 2/09/2024 25.00CR 000681 D-TASC-S.VEGA 2.9.23 TASC-S.VEGA D 2/09/2024 127.08 000681 I-FSC202402060059 FLEX D 2/09/2024 6.25 000681 I-FSM202402060059 FLEX D 2/09/2024 1,633.49 000681 1,519.60 00100 TMRS I-RETPY 01.26.24 TMRS D 2/13/2024 52,907.25 000682 I-RETPY 1.12.24 TMRS D 2/13/2024 54,110.97 000682 107,018.22 14210 OFFICE OF THE ATTORNEY GENERAL I-CBWPY 02.23.24 CHILD SUPPORT D 2/23/2024 92.31 000683 I-CRWPY 02.23.24 CHILD SUPPORT AG#0013904686 D 2/23/2024 192.46 000683 I-CSRPY 02.23.24 CHILD SUPPORT #0013806050 D 2/23/2024 276.92 000683 I-CWMPY 02.23.24 CHILD SUPPORT # 0014024793CV19 D 2/23/2024 300.00 000683 861.69 22640 INTERNAL REVENUE SERVICE I-T1 PY 02.23.24 FEDERAL W/H D 2/23/2024 21,784.79 000684 I-T3 PY 02.23.24 FICA PAYABLE D 2/23/2024 31,127.52 000684 I-T4 PY 02.23.24 FICA PAYABLE D 2/23/2024 7,279.80 000684 60,192.11 30600 TASC I-FSCPY 02.23.24 FLEX D 2/23/2024 6.25 000685 I-FSMPY 02.23.24 FLEX D 2/23/2024 1,386.27 000685 1,392.52 370 Item 12. 3/01/2024 8:45 AM A/P HISTORY CHECK REPORT PAGE: 4 VENDOR SET: 99 City of Sanger BANK: POOL POOLED CASH ACCOUNT DATE RANGE: 2/01/2024 THRU 2/29/2024 CHECK INVOICE CHECK CHECK CHECK VENDOR I.D. NAME STATUS DATE AMOUNT DISCOUNT NO STATUS AMOUNT 08120 ICMA-RC I-457202402060059 ICMA CITY OF SANGER 457 PLAN E 2/09/2024 1,762.07 000706 1,762.07 37820 VEOLIA WATER TECHNOLOGIES I-902506975 REPLACEMNT UV SYSTEM PART E 2/07/2024 3,729.24 000707 3,729.24 38390 AMAZON CAPITAL SERVICES, INC. I-113D-FWC6-99MN CHAIRS/TABLE/USB DRIVE E 2/07/2024 173.67 000708 I-16CL-NYNQ-YGPW BINDERS/PENS/POST-ITS/TABS E 2/07/2024 209.95 000708 I-19H3-GCVC-PV7H CONFERENCE ROOM SUPPLIES E 2/07/2024 185.24 000708 I-1FGQ-KGK7-V6HX BLIND & DESK STAND E 2/07/2024 56.76 000708 I-1MM6-RRQ6-G6TQ SCENT/MONITOR STND/PAPER/CHRGR E 2/07/2024 195.38 000708 I-1PGM-LMTP-Y4CJ 2 DELL LAPTOP BATTERIES E 2/07/2024 93.66 000708 914.66 40050 WSC ENERGY II I-EW381757319129 JAN 24 ELECTRIC PURCHASE E 2/07/2024 326,806.05 000709 326,806.05 24050 AEP ENERGY PARTNERS, INC I-175-21477270 JAN 24 ELECTRIC PURCHASE E 2/13/2024 265.16 000710 265.16 38390 AMAZON CAPITAL SERVICES, INC. C-1MV1-QKD1-XFX4 RETURN DELL CARRYING CASE E 2/13/2024 24.99CR 000711 I-13LL-DK6L-M6RL NEW RELEASE DVD'S E 2/13/2024 42.98 000711 I-17YJ-HVH9-1FLC RED PANDAS BOOK E 2/13/2024 23.99 000711 I-19DT-CK73-XFJX DELL CARRYING CASE E 2/13/2024 27.95 000711 I-1G1N-FJ74-FD4F AF/ANF/CHLD BOOKS E 2/13/2024 56.55 000711 I-1JMT-GHW6-C9XW BALLOT BOX/TOTE/EASEL/DISPLAY E 2/13/2024 228.43 000711 I-1M3T-1DV6-1HDH ADULT FICTION BOOKS E 2/13/2024 27.98 000711 I-1MVJ-YFD9-CLWF KLEENEX E 2/13/2024 24.74 000711 I-1QP4-7DHL-XHJN DAWN/CASCADE/TONER/CLEANER E 2/13/2024 509.66 000711 I-1V9Q-M169-P1LW FAKE SNOW/DR. KIT FOR TDLR PRG E 2/13/2024 38.89 000711 956.18 38690 VORTEX INSURANCE AGENCY, LLC I-100474 INSURANCE FREEDOM FEST 24 E 2/13/2024 6,674.00 000712 6,674.00 08120 ICMA-RC I-457PY 02.23.24 ICMA CITY OF SANGER 457 PLAN E 2/23/2024 1,762.07 000713 1,762.07 02910 UPPER TRINITY I-W272402 JAN 2024 WATER PURCHASE E 2/22/2024 32,338.12 000714 32,338.12 17900 LOWER COLORADO RIVER AUTHORITY I-T4C-0002195 MATERIALS AGGREGATION E 2/22/2024 210.00 000715 210.00 371 Item 12. 3/01/2024 8:45 AM A/P HISTORY CHECK REPORT PAGE: 5 VENDOR SET: 99 City of Sanger BANK: POOL POOLED CASH ACCOUNT DATE RANGE: 2/01/2024 THRU 2/29/2024 CHECK INVOICE CHECK CHECK CHECK VENDOR I.D. NAME STATUS DATE AMOUNT DISCOUNT NO STATUS AMOUNT 23760 KEEPITSAFE, LLC. - LIVEVAULT I-INVLUS-34851 SERVER BACKUP SRVC CITY HALL E 2/22/2024 1,505.58 000716 1,505.58 25590 SCHNEIDER ENGINEERING, LLC I-000000070925 REGULATORY SUPPORT JAN 24 E 2/22/2024 750.00 000717 I-000000070926 ERCOT TRANS OP JAN 24 E 2/22/2024 735.00 000717 1,485.00 32030 GILLIAM INVESTMENTS: DBA: VANG I-58013 23-24 CLEANING CONTRACT E 2/22/2024 3,778.00 000718 3,778.00 35990 JUSTFOIA, INC. I-PS16470 JF PLATFORM UPGRADE RENEWAL E 2/22/2024 3,400.31 000719 3,400.31 36460 KIMLEY-HORN & ASSOCIATES I-061322302-0124 TXDOT SOUND WALL ENHANCE E 2/22/2024 5,575.00 000720 5,575.00 38390 AMAZON CAPITAL SERVICES, INC. C-13GL-1J7V-G6VJ RTN STREAMLIGHT HOLDRS E 2/22/2024 190.48CR 000721 I-114K-MRYG-DVMH DIVIDERS/BINDERS E 2/22/2024 65.56 000721 I-13KV-DCXW-MFDG FLASHLIGHT/GLOVES E 2/22/2024 792.58 000721 I-146P-Q6KM-F7G9 BOOTS/FLASHLIGHT/INK/EARPIECE E 2/22/2024 706.67 000721 I-17T7-WNMN-J9D4 COMBAT BOOT E 2/22/2024 96.38 000721 I-17XM-3X3R-46L6 UNIFORM SHIRTS JNIXON JHERNAND E 2/22/2024 264.26 000721 I-19WM-G716-N1K3 HOLSTER E 2/22/2024 171.60 000721 I-1D1M-YCC1-99LP GUN HOLSTER/RELSE KIT BLK E 2/22/2024 70.80 000721 I-1GQF-J71R-TQKN DVD/BLU-RAY E 2/22/2024 42.78 000721 I-1J4R-P1YD-LY1X SCISSORS/BAGS/DUSTERS E 2/22/2024 44.91 000721 I-1J6D-PWHM-1MWY STAPLE REMOVER/FOLDERS/CASE E 2/22/2024 35.23 000721 I-1JGR-3MM1-PDVT BELT/BELT KEEPER/CUFF/RED DOT E 2/22/2024 494.60 000721 I-1L79-YHCT-DRDF EMPLOYEE APP DAY DECOR E 2/22/2024 109.54 000721 I-1MHK-KCNM-FMLL SUGAR E 2/22/2024 19.98 000721 I-1N1L-KH3K-L63J KEEPER/BELT/HOLSTER E 2/22/2024 234.95 000721 I-1PHH-3T1P-F1X1 ORIGAMI BOOK E 2/22/2024 16.79 000721 I-1PHH-3T1P-N6MX HERB SEED POD KIT E 2/22/2024 13.72 000721 I-1VDY-VQCM-RV4M PENCIL POUCH E 2/22/2024 9.98 000721 I-1X3W-Q39M-Q4WD SAFETY VEST E 2/22/2024 34.78 000721 3,034.63 38930 COLUMN SOFTWARE, PBC I-FE201722-0025 PUBLICATION NOTICES E 2/22/2024 176.32 000722 176.32 00440 BRAZOS ELECTRIC I-50757-RI-001 JANUARY 2024 E 2/29/2024 13,105.44 000723 13,105.44 372 Item 12. 3/01/2024 8:45 AM A/P HISTORY CHECK REPORT PAGE: 6 VENDOR SET: 99 City of Sanger BANK: POOL POOLED CASH ACCOUNT DATE RANGE: 2/01/2024 THRU 2/29/2024 CHECK INVOICE CHECK CHECK CHECK VENDOR I.D. NAME STATUS DATE AMOUNT DISCOUNT NO STATUS AMOUNT 36460 KIMLEY-HORN & ASSOCIATES I-061322300-0124 I-35 UTILITY REOCATIONS E 2/29/2024 12,465.71 000724 12,465.71 37670 CITIBANK, N.A. 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NAME STATUS DATE AMOUNT DISCOUNT NO STATUS AMOUNT 1 DRYDEN, REED B I-000202402210064 US REFUND R 2/22/2024 50.28 085052 50.28 1 FLORES, AMBER I-000202402210068 US REFUND R 2/22/2024 123.85 085053 123.85 1 FRANKLIN, MICHAEL G I-000202402210065 US REFUND R 2/22/2024 64.84 085054 64.84 1 GONG, QIULIAN I-000202402210062 US REFUND R 2/22/2024 189.24 085055 189.24 1 HARD ROCK EXCAVATION I-000202402210069 US REFUND R 2/22/2024 909.34 085056 909.34 1 IMPRESSION HOMES I-000202402210071 US REFUND R 2/22/2024 589.62 085057 589.62 1 IMPRESSION HOMES I-000202402210072 US REFUND R 2/22/2024 576.30 085058 576.30 1 KITCHENS, BRANDIE I-000202402210061 US REFUND R 2/22/2024 35.10 085059 35.10 1 MATEC NORTH AMERICA I-000202402210070 US REFUND R 2/22/2024 904.29 085060 904.29 1 MILESTONE PREMIER PR I-000202402210066 US REFUND R 2/22/2024 42.19 085061 42.19 1 SIMMONS, CHRISTOPHER I-000202402210067 US REFUND R 2/22/2024 61.32 085062 61.32 40220 ABOVE AND BEYOND WINDOW WASHIN I-22413 REMOVE XMAS PAINT FROM WINDOWS R 2/29/2024 60.00 085063 60.00 28710 AFFORD IT TIRES SANGER LLC I-0001787 TIRE PATCH R 2/29/2024 20.00 085064 20.00 09600 AFLAC C-965310 AFLAC ROUNDING R 2/29/2024 0.03CR 085065 I-AFK202402060059 INSURANCE R 2/29/2024 220.33 085065 I-AFKPY 02.23.24 INSURANCE R 2/29/2024 220.33 085065 I-AFL202402060059 INSURANCE R 2/29/2024 652.31 085065 I-AFLPY 02.23.24 INSURANCE R 2/29/2024 597.71 085065 1,690.65 387 Item 12. 3/01/2024 8:45 AM A/P HISTORY CHECK REPORT PAGE: 21 VENDOR SET: 99 City of Sanger BANK: POOL POOLED CASH ACCOUNT DATE RANGE: 2/01/2024 THRU 2/29/2024 CHECK INVOICE CHECK CHECK CHECK VENDOR I.D. NAME STATUS DATE AMOUNT DISCOUNT NO STATUS AMOUNT 02460 AT&T MOBILITY I-02152024 CELL PHONE 01/08/24 - 02/07/24 R 2/29/2024 1,974.36 085066 1,974.36 00420 BOUND TREE MEDICAL, LLC I-85237326 IV SOLUTION/ELECTRODES/NALOXON R 2/29/2024 1,158.43 085067 1,158.43 26350 C & G ELECTRIC, INC I-43283 CHANGE OUT FUSE UTILITY RD R 2/29/2024 571.28 085068 571.28 00590 CITY OF DENTON I-01/12/24-02/14/24 WATER BACTERIOLOGICAL TESTING R 2/29/2024 300.00 085069 300.00 21460 DANNENBAUM ENGINEERING CO. I-514301/40/X FM 455 UTILITY RELOCATION R 2/29/2024 6,845.10 085070 6,845.10 39900 DONE RIGHT AUTO GLASS I-51674 STRIP/RETINT 98 SQFT 201 BOLIV R 2/29/2024 2,400.00 085071 2,400.00 07350 GENTLE'S OIL AND TIRE I-22124 MOUNT/BALANCE TIRE R 2/29/2024 19.00 085072 I-2924 8QT OIL/FILTER/TRANS FLUID/LBR R 2/29/2024 83.00 085072 102.00 28820 GLENN POLK AUTOPLEX INC I-C4CS871202 BACK GLASS REPLACEMENT UNIT 8 R 2/29/2024 428.87 085073 I-C4CS871274 COOLANT TANK REPLACEMENT R 2/29/2024 530.14 085073 959.01 39850 LAKE COUNTRY CHEVROLET, INC. I-F45552 2024 CHEVY SILVERADO 2500 R 2/29/2024 49,593.55 085074 49,593.55 32430 MODERN LEASING INC. OF IOWA I-59117291 EMS VENDING MACHINE MAR 24 R 2/29/2024 348.42 085075 348.42 31690 NEWGEN STRATEGIES & SOLUTIONS I-18059 WW SRVC MUD NO 12 STUDY R 2/29/2024 2,487.50 085076 I-18199 WW SRVC MUD NO 12 STUDY R 2/29/2024 5,200.75 085076 7,688.25 02970 OFFICE DEPOT C-351695334001 RETURN PURPLE PENS R 2/29/2024 4.75CR 085077 I-350537660001 JAN 24 WTR RENT PW R 2/29/2024 16.50 085077 I-350537680001 JAN 24 WTR RENT WWTP R 2/29/2024 6.00 085077 I-351083035001 PENS R 2/29/2024 4.75 085077 I-351543502001 COPY PAPER/PLATES R 2/29/2024 259.66 085077 I-351585335001 1099MISC/1099NEC/ENVELOPES R 2/29/2024 87.49 085077 I-351811634001 DIVIDER R 2/29/2024 46.70 085077 I-352281191001 JAN 24 WTR RENT WWTP R 2/29/2024 6.50 085077 I-352316422001 JAN 24 WTR RENT CITY HALL R 2/29/2024 33.25 085077 I-352316423001 JAN 24 WTR RENT COURT R 2/29/2024 22.75 085077 I-352316427001 JAN 24 WTR RENT PD R 2/29/2024 12.25 085077 388 Item 12. 3/01/2024 8:45 AM A/P HISTORY CHECK REPORT PAGE: 22 VENDOR SET: 99 City of Sanger BANK: POOL POOLED CASH ACCOUNT DATE RANGE: 2/01/2024 THRU 2/29/2024 CHECK INVOICE CHECK CHECK CHECK VENDOR I.D. NAME STATUS DATE AMOUNT DISCOUNT NO STATUS AMOUNT I-352316429001 JAN 24 WTR RENT STREETS R 2/29/2024 7.00 085077 I-352553888001 JAN 24 WTR RENT FD R 2/29/2024 38.50 085077 I-352674904001 1096 FORMS R 2/29/2024 13.90 085077 I-353560570001 DIVIDER R 2/29/2024 37.36 085077 I-354228419001 FOOTREST R 2/29/2024 25.66 085077 613.52 31000 STATON, JERIANA I-PER DIEM 03.01.24 PER DIEM 03/01/24 R 2/29/2024 163.96 085079 163.96 11900 TARRANT COUNTY COLLEGE I-NW126480-B PERFORMANCE MARKSMANSHIP R 2/29/2024 70.00 085080 I-NW126483 FIREARMS TRAINING HZAVALA R 2/29/2024 35.00 085080 105.00 34110 TELEFLEX LLC I-9507669373 EZ-IO 45/25 MM NEEDLES R 2/29/2024 1,663.82 085081 I-9507669375 2X EZ-IO PWR DRVR R 2/29/2024 201.68 085081 1,865.50 31750 UNDERWOOD'S HEATING & AIR I-38305445 RECTIFIER/LABOR 209 N 5TH ST R 2/29/2024 285.00 085082 I-38471610 WARRANTY COMPRESSOR 209 N 5TH R 2/29/2024 980.00 085082 1,265.00 36690 VEGA, SYLVIA I-PER DIEM 03.01.24 PER DIEM 03/01/24 R 2/29/2024 25.00 085083 25.00 * * T O T A L S * * NO INVOICE AMOUNT DISCOUNTS CHECK AMOUNT REGULAR CHECKS: 184 630,927.97 0.00 630,927.97 HAND CHECKS: 0 0.00 0.00 0.00 DRAFTS: 9 267,405.66 0.00 267,405.66 EFT: 20 435,494.10 0.00 435,494.10 NON CHECKS: 0 0.00 0.00 0.00 VOID CHECKS: 0 VOID DEBITS 0.00 VOID CREDITS 0.00 0.00 0.00 TOTAL ERRORS: 0 NO INVOICE AMOUNT DISCOUNTS CHECK AMOUNT VENDOR SET: 99 BANK: POOL TOTALS: 213 1,333,827.73 0.00 1,333,827.73 BANK: POOL TOTALS: 213 1,333,827.73 0.00 1,333,827.73 REPORT TOTALS: 215 1,401,394.58 0.00 1,401,394.58 389 Item 12. 3/01/2024 8:45 AM A/P HISTORY CHECK REPORT PAGE: 23 SELECTION CRITERIA ------------------------------------------------------------------------------------------------------------------------------------ VENDOR SET: 99-AP VENDOR SET VENDOR: ALL BANK CODES: All FUNDS: All ------------------------------------------------------------------------------------------------------------------------------------ CHECK SELECTION CHECK RANGE: 000000 THRU 999999 DATE RANGE: 2/01/2024 THRU 2/29/2024 CHECK AMOUNT RANGE: 0.00 THRU 999,999,999.99 INCLUDE ALL VOIDS: YES ------------------------------------------------------------------------------------------------------------------------------------ PRINT OPTIONS SEQUENCE: CHECK NUMBER PRINT TRANSACTIONS: YES PRINT G/L: NO UNPOSTED ONLY: NO EXCLUDE UNPOSTED: NO MANUAL ONLY: NO STUB COMMENTS: NO REPORT FOOTER: NO CHECK STATUS: NO PRINT STATUS: * - All ------------------------------------------------------------------------------------------------------------------------------------ 390 Item 12.