MidWestOne Financial Group, Inc. (Form: 8-K, Received: 01/27/2022 17:25:03)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 25, 2022

MidWestOne Financial Group, Inc.

(Exact name of registrant as specified in its charter)

Commission file number 001-35968


Iowa						42-1206172
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification Number)

102 South Clinton Street

Iowa City, Iowa 52240

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $1.00 par value

MOFG

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On January 27, 2022, MidWestOne Financial Group, Inc. (the “Company”) issued a press release announcing its earnings for the fourth quarter and year ended December 31, 2021. The press release is furnished herewith as Exhibit 99.1.

The information in this item and the attached press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 25, 2022, the Board of Directors of the Company voted to amend the Company's current bylaws as its Third Amended and Restated Bylaws, as Amended ("Third Amended and Restated Bylaws, as Amended"). The Third Amended and Restated Bylaws, as Amended are effective as of January 25, 2022.

Amendments contained in the Third Amended and Restated Bylaws, as Amended include the following:

(1) Amendment to Section 2.3 to ensure the Company has authority under Iowa law to take advantage of fully virtual shareholder meetings. The Iowa Business Corporation Act was amended, effective January 1, 2022, allowing Iowa corporations to hold virtual-only shareholder meetings (rather than requiring a hybrid or in-person shareholder meeting). The prior Section 2.3 did not explicitly allow for virtual-only shareholder meetings.

The foregoing description of the Third Amended and Restated Bylaws, as Amended does not purport to be complete and is qualified by reference to the full text of the Third Amended and Restated Bylaws, as Amended, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

Executive officers of the Company will make presentations to institutional investors at various meetings during the first quarter of 2022. A copy of the presentation materials is attached as Exhibit 99.2 of this Form 8-K. The presentation will also be available on MidWestOne's website at www.midwestonefinancial.com under the section entitled "Presentations."

The information in this item and the attached Exhibit 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 8.01. Other Events.

The Board of Directors of the Company declared a cash dividend of $0.2375 per common share on January 25, 2022. The dividend is payable March 15, 2022, to shareholders of record at the close of business on March 1, 2022.

Item 9.01. Financial Statements and Exhibits.


3.1						Third Amended and Restated Bylaws, as Amended of MidWestOne Financial Group, Inc. as of January 25, 2022
99.1						MidWestOne Financial Group, Inc. press release dated January 27, 2022
99.2						MidWestOne Financial Group, Inc., Q4 2021 Investor Presentation
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MIDWESTONE FINANCIAL GROUP, INC.

Dated:

January 27, 2022

By:

/s/ BARRY S. RAY

Barry S. Ray

Senior Executive Vice President and Chief Financial Officer

Amended on January 25, 2022

THIRD AMENDED AND RESTATED BYLAWS, AS AMENDED

MIDWESTONE FINANCIAL GROUP, INC.

The principal office of the corporation in the State of Iowa shall be located in the City of Iowa City, County of Johnson. The corporation may have such other offices, either within or without the State of Iowa, as the Board of Directors may designate or as the business of the corporation may require from time to time.

The registered office of the corporation required by the Iowa Business Corporation Act to be maintained in the State of Iowa may be, but need not be, identical with the principal office in the State of Iowa, and the address of the registered office may be changed from time to time by the Board of Directors.

Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held in the month of April (or such other month as determined by the Board of Directors) in each year on such day and at such time as shall be designated by the Board of Directors and stated in the notice of such meeting for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

Business to be considered by the shareholders shall be brought before an annual meeting: (i) pursuant to the corporation’s notice of meeting; (ii) by or at the direction of the Board of Directors; or (iii) by any shareholder of the corporation who (A) was a shareholder of record at the time of giving of notice provided for in this Section, (B) is entitled to vote with respect thereto and (C) who complies with the notice procedures set forth in this Section. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the corporation and such proposed business must otherwise be a proper matter for shareholder action. To be timely, a shareholder’s notice must be delivered to or mailed to and received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting. Such shareholder’s notice to the Secretary of the corporation shall set forth: (i) as to any business the shareholder proposed to bring before the annual meeting, (A) a brief description of the business desired to be brought before the annual meeting, (B) the reasons for conducting such business at the annual meeting, (C) any material interest in such business of such shareholder and (D) the beneficial owner, if any, on whose behalf the proposal is made; and (ii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the proposed business is to be brought, (A) the name and address of such shareholder, as they appear on the corporation’s books, and the name and address of such beneficial owner, and (B) the class and number of shares of the corporation’s capital stock that are owned beneficially and of record by such shareholder and such beneficial owner.

Section 2.2. Special Meetings. Special meetings of the shareholders may be called for any purpose or purposes, unless otherwise prohibited by the Iowa Business Corporation Act, other relevant law, the articles of incorporation or these bylaws. The Chairman of the Board, Chief Executive Officer or President may call a special meeting of shareholders. In addition, a special meeting shall be called in the circumstances described in Section 490.702 of the Iowa Business Corporation Act.

Section 2.3. Place of Meeting and Virtual Meetings. The Board of Directors may designate a place, either within or without the State of Iowa, as the place of meeting for any annual meeting or for any special meeting of the shareholders called pursuant to Section 2.2, or a meeting can be held virtually with no designated physical location. The Board of Directors, in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, may allow shareholders and proxyholders not physically present at a meeting of shareholders to participate in a meeting of the shareholders and be deemed present in person and vote at a meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication or both. The corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communications is a shareholder or proxyholder; provide such shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meetings substantially concurrently with such proceedings; and if any shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

Section 2.4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered within the time period prescribed by Section 490.705 of the Iowa Business Corporation Act, either personally or by mail, by or at the direction of the Board of Directors, or, in the absence of such direction, the Chairman of the Board, Chief Executive Officer or President, or, in the absence of either such direction, by the Secretary, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it then appears on the stock transfer books of the corporation, with postage thereon prepaid.

Without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the corporation under any provision of the Iowa Business Corporation Act, the articles of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the shareholder to whom notice is given and shall be deemed delivered immediately upon electronic transmission of such notice. Any such consent shall be revocable by the shareholder by written notice to the corporation or as otherwise provided by law.

Section 2.5. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than the number of days set forth in Section 490.707 of the Iowa Business Corporation Act prior to the date on which the particular action requiring such determination of shareholders is to be taken and, in case of a meeting of shareholders, not less than ten days before the date of such meeting. If no record date is fixed for the determination of shareholders

entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof.

Section 2.6. Voting Lists. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged, in alphabetical order, by voting group and then by class or series, with the address of and the number of shares held by each shareholder. The list shall be available for inspection upon written demand by any shareholder at any time during usual business hours, at such shareholder’s expense, beginning two business days after the notice of the meeting is given for which the list was prepared, and continuing through the meeting, at the corporation’s principal address or at a place identified in the meeting notice in the city where the meeting will be held. Such lists shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.

Section 2.7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his or her duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.9. Voting of Shares. Subject to the articles of incorporation, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

Section 2.10. Voting of Shares by Certain Holders.

(a) Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

(b) Shares held by an administrator, executor, guardian or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name.

(c) Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

(d) A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(e) Neither treasury shares nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.

Section 2.11. Informal Action by Shareholders. Unless otherwise provided by the articles of incorporation, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if one or more written consents describing the action taken are signed by the holders of outstanding shares having not less than ninety percent of the votes entitled to be cast at a meeting at which all shares entitled to vote on the action were present and voted, and are delivered to the corporation for including in the minutes or filing with the corporate records and the other requirements in Section 490.704 of the Iowa Business Corporation Act are followed.

Section 2.12. Meeting of all Shareholders. If all of the shareholders shall meet at any time and place, either within or without the State of Iowa, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 2.13. Voting by Ballot. Voting on any question or in any election may be by voice unless the presiding officer shall order or any shareholder shall demand that voting be by ballot.

Section 3.1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors.

Section 3.2. Number, Tenure, Qualifications. The number of directors constituting the entire Board of Directors shall be not less than eleven nor more than fifteen, as fixed from time to time by resolution of not less than a majority of the number of directors that, immediately prior to such proposed change, had been fixed in the manner prescribed by this Section 3.2; provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office. Directors need not be shareholders of the corporation.

The directors shall be divided into three classes, Class I, Class II and Class III, as nearly equal in number as the then total number of directors constituting the entire board permits with the term of office of one class expiring each year. If the number of directors is increased, the additional directors may be elected by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified. If the number of directors is changed, any increase or decrease in the number of

directors shall be apportioned among the classes so as to maintain all classes as equal in number as possible. At each annual meeting of shareholders, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting.

Notwithstanding the foregoing, until the 2021 annual meeting of shareholders, the Class II directors shall consist of (i) two persons previously selected by Central Bancshares, Inc. pursuant to the terms of the Agreement and Plan of Merger dated November 20, 2014, between the corporation and Central Bancshares, Inc. (each, a “Central Related Director”); and (ii) such remaining number of persons serving as Class II directors of the corporation, with the aggregate number of Class II directors to be set by resolution of the Board from time to time. If, prior to the 2021 annual meeting of shareholders, either Class II Central‑Related Director shall for any reason cease to serve as a director, he or she shall be replaced by the Board of Directors with an individual selected by the remaining Central‑Related Director in good faith in a manner intended to preserve the principles of representation in this paragraph, provided that such individual is reasonably agreeable to the Nominating and Corporate Governance Committee in accordance with the good faith execution of its duties.

The Board of Directors may appoint individuals to serve as honorary directors or as directors emeritus. An individual so appointed shall not vote at any meeting of the Board of Directors, shall not be counted in determining a quorum, and shall not be charged with any responsibilities or be subject to any liabilities imposed upon directors.

Section 3.3. Regular Meetings. A regular meeting of the Board of Directors shall be held without notice (other than this Section of these bylaws) immediately after the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Iowa, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, Chief Executive Officer or President; special meetings shall be called by the Chairman, Chief Executive Officer, President or Secretary in like manner and on like notices upon the written request of a majority of the directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Iowa, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.5. Notice. Notice of any special meeting of the Board of Directors shall be given at least twenty-four hours in advance by written notice delivered personally or mailed to each director at his or her business address, or by telephone, facsimile or other means of electronic transmission to the directors. If mailed, such notice shall be deposited in the U.S. mail, postage prepaid, at least four business days prior to the meeting. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 3.6. Quorum. A majority of the number of directors designated by the Board of Directors as constituting the full Board shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a

majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.7. Manner of Acting. Except as otherwise provided in these bylaws, the act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.8. Vacancies. Subject to Section 3.2, in case one or more vacancies shall occur on the Board of Directors by reason of death, resignation, an increase in the number of directors or otherwise, the vacancy may be filled by the Board of Directors, or, if the directors remaining in office constitute fewer than a quorum of the Board of Directors, by the affirmative vote of a majority of all such directors remaining in office.

Section 3.9. Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.10. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.11. Informal Action by Directors. Any action required to be taken at a meeting of the directors, or any other action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

Section 3.12. Appointment of Certain Board Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more directors of the corporation. Any such committee, to the extent provided in the resolution of the Board of Directors and permitted by the Iowa Business Corporation Act, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes of its meetings.

Section 3.13. Participation in Board Meetings Via Telephone and Other Communications Equipment. Members of the Board of Directors, or of any committee of the Board of Directors, may participate in and act at any meeting of the Board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 3.14. Director Nominations. Subject to Section 3.2, nominations of candidates for election as directors at any meeting of shareholders may be made: (i) by, or at the direction of, a majority of the Board of Directors or a designated committee thereof; or (ii) by any

shareholder of record entitled to vote at such meeting; provided that only persons nominated in accordance with procedures set forth in this Section shall be eligible for election as directors. No person shall be eligible to be newly elected or appointed as a director if he or she shall have attained the age of seventy-five (75) years on or prior to the date of his or her election or appointment. Any director of the corporation who attains the age of seventy-five (75) years shall automatically cease to be a director (without any action on his or her part) at the close of business on the day of the next shareholders’ meeting at which directors are to be elected, regardless of whether or not his or her term as a director would otherwise expire at such shareholders’ meeting.

Nominations, other than those made by, or at the direction of, the Board of Directors or a committee thereof, may only be made pursuant to timely notice in writing to the Secretary of the corporation as set forth in this Section. To be timely, a shareholder’s notice shall be delivered to, or mailed and received by, the Secretary of the corporation: (i) for an annual meeting, not less than sixty days nor more than ninety days in advance of the first anniversary date (month and day) of the previous year’s annual meeting; and (ii) for a special meeting, not less than sixty days nor more than ninety days in advance of the date (month and day) of the special meeting, regardless of any postponements or adjournments of that meeting to a later date. Such shareholder notice shall set forth: (i) as to each person whom the shareholder proposes to nominate for election as a director, (A) the name, age, business address and residential address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the corporation’s stock which are beneficially owned by such person on the date of such shareholder notice and (D) any other information relating to such person that would be required to be disclosed on Schedule 13D pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the acquisition of stock, and pursuant to Regulation 14A under the Exchange Act, in connection with the solicitation of proxies with respect to nominees for election as directors; and (ii) as to the shareholder giving the notice, (A) the name and address, as they appear on the corporation’s books, of such shareholder and the name and principal business or residential address of any other beneficial shareholders known by such shareholder to support such nominees, and (B) the class and number of shares of the corporation’s stock which are beneficially owned by such shareholder on the date of such shareholder notice and the number of shares owned beneficially by any other record or beneficial shareholders known by such shareholder to be supporting such nominees on the date of such shareholder notice. At the request of the Board of Directors, any person nominated by, or at the request of, the Board of Directors for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee.

The Board of Directors may reject any nomination by a shareholder not timely made in accordance with the requirements of this Section. If the Board of Directors, or a committee designated by the Board of Directors, determines that the information provided in a shareholder’s notice does not satisfy the informational requirements of this Section in any material respect, the Secretary of the corporation shall promptly notify such shareholder of the deficiency in the notice. The shareholder may cure the deficiency by providing additional information to the Secretary within such period of time, not less than five days from the date such deficiency notice is given to the shareholder, as the Board of Directors or such committee shall determine. If the deficiency is not cured within such period, or if the Board of Directors or a designated committee determines that the additional information provided by the shareholder, together with information previously provided, does not satisfy the requirements of this Section in any material respect, then the Board of Directors may reject such shareholder’s notice and the proposed nominations shall not be accepted if presented at the shareholder meeting to which the notice relates.

Section 4.1. Number; Titles. The officers of the corporation shall be the Chief Executive Officer, the President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected by the Board of Directors or appointed by or pursuant to the authority of the Board of Directors. Any two or more offices may be held by the same person. The Board of Directors also shall appoint a Chairman of the Board, and may appoint one or more Vice Chairmen of the Board, but any such position shall be deemed a non-officer position of the corporation.

Section 4.2. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

Section 4.3. Removal. Unless otherwise set forth in Section 4.2, any officer or agent elected or appointed by or pursuant to authority of the Board of Directors may be removed by the Board of Directors and any officer or agent appointed other than by the Board of Directors may be removed by the officer appointing them whenever in the judgment of the Board of Directors or the appointing officer, as the case may be, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled in accordance with the provisions of these bylaws with respect to the original election or appointment to such office.

Section 4.5. Chairman of the Board. The Chairman of the Board shall, when present, preside at all meetings of the shareholders and the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect, and in general shall perform all duties incident to the position of Chairman of the Board and such other duties as may be prescribed by the Board of Directors from time to time. The Vice-Chairman or Vice-Chairmen, as applicable, shall, in the absence of the Chairman of the Board or his or her inability or refusal to act, preside at all meetings of the shareholders and of the Board of Directors and perform the duties of the Chairman of the Board, and when so acting shall have all of the powers of and be subject to all the restrictions upon the Chairman.

Section 4.6. Chief Executive Officer. The Chief Executive Officer shall, in the absence of the Chairman of the Board and any Vice Chairmen at such time or their inability or refusal to act, preside at all meetings of the shareholders and of the Board of Directors. The Chief Executive Officer shall have general and active management of the business of the corporation and may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall

be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 4.7. President. The President shall, subject to the direction of the Chief Executive Officer, in general assist in the management of the business and affairs of the corporation. The President shall perform such other duties as may be prescribed by the Board of Directors and/or the Chief Executive Officer from time to time. The President may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed.

Section 4.8. The Vice Presidents. The Vice President or Vice Presidents shall perform such duties as from time to time may be assigned to him or her by the Board of Directors, Chief Executive Officer and/or President.

Section 4.9. The Secretary. The Secretary shall: (i) keep the minutes of the shareholders’ and of the Board of Directors’ meetings in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records; (iv) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (v) sign with the Chief Executive Officer, President or an authorized Vice President certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (vi) have general charge of the stock transfer books of the corporation; and (vii) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors, Chief Executive Officer and/or President. In the absence of the Secretary, any Vice President or the Treasurer is authorized to sign, jointly with the Chief Executive Officer or President, certificates for shares of the corporation.

Section 4.10. The Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article V of these bylaws; and (ii) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President.

Section 4.11. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the Chief Executive Officer, President or an authorized Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be

assigned to them by the Secretary or the Treasurer, respectively, or by the Board of Directors, Chief Executive Officer or President.

Section 4.12. Internal Auditor. The internal auditor, if appointed, shall be responsible for management and supervision of the internal audit program of the corporation and shall, each calendar year, submit a planned program for approval to the Board of Directors or a committee thereof designated by the Board of Directors, as well as periodic reports of compliance therewith to the Board of Directors or a committee thereof designated by the Board of Directors. The internal auditor shall perform such other duties as may from time to time be determined by the Board of Directors, the Chief Executive Officer and/or the President.

Section 4.13. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officers shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation.

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1. Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 5.3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by the Chief Executive Officer or the President or such other officer or agent of the corporation and in such manner as shall from time to time be determined by the Chief Executive Officer or the President or by resolution of the Board of Directors.

Section 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 6.1. Certificates for Shares. The shares of stock of the corporation shall be represented by certificates; provided, however, that the Board of Directors of the corporation may permit or require by resolution some or all of any class or series to be uncertificated shares. Shares represented by certificates shall be signed by, or in the name of, the corporation by the Chief Executive Officer or the President or a Vice President and by the Secretary or an Assistant Secretary, provided that such signatures may be facsimiles on any certificate countersigned by a transfer agent, certifying the number of shares owned by such shareholder in the corporation.

Section 6.2. Transfer of Shares. Stock of the corporation shall be transferable in the manner prescribed by applicable law and in these bylaws. Transfers of stock shall be made on the books of the corporation, and in the case of certificated shares of stock, only by the person

named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the corporation shall determine to waive such requirement. No transfer of stock shall be valid as against the corporation for any purpose until it shall have been entered in the stock records of the corporation by an entry showing from and to whom transferred.

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its articles of incorporation.

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of the articles of incorporation or under the provisions of the Iowa Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

The corporation shall have a corporate seal, which shall be in the possession of the Secretary of the corporation.

VOTING OF SHARES HELD BY THE CORPORATION

Unless otherwise resolved by the Board of Directors, (i) any shares or other securities issued by any other corporation and owned or controlled by the corporation may be voted at any meeting of security holders of such other corporation by the Chief Executive Officer of the corporation if he or she is present, or in the Chief Executive Officer’s absence, by the Secretary

of the corporation who may be present, and (ii) whenever, in the judgment of the Chief Executive Officer, or in his or absence, of the Secretary, it is desirable for the corporation to execute an appointment of proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by the corporation, such proxy appointment or consent shall be executed in the name of the corporation by the Chief Executive Officer, or the Secretary of the corporation in the order as provided in clause (i) of this Section, without necessity of any authorization by the Board of Directors or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of the corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by the corporation the same as such shares or other securities might be voted by the corporation.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 12.1. Indemnification of Officers and Directors. The corporation shall indemnify and advance expenses to any person who was or is a party or witness, or is threatened to be made a party or witness, to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, including grand jury proceedings, by reason of the fact that such person is or was a director or officer of the corporation or, while a director or officer of the corporation is, or was serving at the request of the corporation as a member, director, trustee, officer, partner, employee or agent of another foreign or domestic corporation, or of a partnership, company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against reasonable costs, charges, expenses, attorney’s fees, judgments, fines, penalties and amounts reasonably paid in settlement to the extent actually incurred by such person in connection with such claim, action, suit or proceeding, or in connection with an appeal thereof, to the full extent of and in a manner consistent with and limited by federal or state banking law and regulation or the Iowa Business Corporation Act, as the same now exists or may hereafter be amended or changed, or any successor or substitute law. No amendment to or repeal of this Article XII shall apply to or have any effect on the rights of any individual referred to in this Article XII for or with respect to acts or omissions of such individual occurring prior to such amendment or repeal.

Entitlement to indemnification under this Section 12.1 shall be conditional upon the corporation being afforded the opportunity to participate directly on behalf of such person in such claim, action, suit or proceeding or any settlement discussions relating thereto. The rights to indemnification hereunder shall be construed to be a contract between the corporation and each person who is now serving or who shall hereafter serve as a director or officer of the corporation. Each person who is now serving or who shall hereafter serve as a director or officer of the corporation shall be deemed to be serving in reliance upon the rights to identification provided hereunder, and such rights to indemnification shall continue as to any person who has ceased to serve in such capacity and shall inure to the benefit of the heirs and personal representative of such person.

Section 12.2. Other Rights. The indemnification provided hereunder shall not be deemed exclusive of any other rights to which the persons indemnified may be entitled under any agreement, vote of disinterested directors or otherwise, both as to activity in such person’s official capacity and as to activity in another capacity while holding such office, and shall continue as to a person who has ceased to be a director of officer.

Section 12.3. Insurance. The corporation, at its expense, shall have the power to purchase and maintain insurance on behalf of the corporation and on behalf of its directors and officers against any liability asserted against such persons in their capacities as directors and officers or arising out of their status as directors and officers, whether or not the corporation would have the power to indemnify the director or officer against such liability hereunder or under the Iowa Business Corporation Act. The corporation’s obligation to indemnify hereunder shall be in excess of any insurance purchase and maintained by the corporation, but such insurance shall be the primary source of satisfaction of such obligation of the corporation. To the extent that indemnification is paid to or on behalf of a director or officer by such insurance, such payments shall be deemed to be in satisfaction of the corporation’s obligation to indemnify such director or officer.

Section 12.4. Indemnification of Employees and Agents. The Board of Directors of the corporation by resolution may provide indemnification by the corporation to any employee or agent of the corporation, other than a director and officer, to the extent provided hereunder for directors and officers of the corporation.

Subject to Section 3.7, these bylaws may be altered, amended or repealed and new bylaws may be adopted at any regular or special meeting of the Board of Directors.

Approved this 25th day of January, 2022.

S:/ CHARLES N. FUNK S:/ KENNETH R. URMIE

Charles N. Funk Kenneth R. Urmie

Chief Executive Officer Secretary


FOR IMMEDIATE RELEASE						January 27, 2022

MIDWESTONE FINANCIAL GROUP, INC.

REPORTS FINANCIAL RESULTS FOR THE

FOURTH QUARTER AND FULL YEAR OF 2021

Fourth Quarter Summary1

•Net income for the fourth quarter was $14.3 million, or $0.91 per diluted common share.

◦Total revenue, net of interest expense, of $50.0 million.

◦Credit loss expense of $0.6 million.

◦Noninterest expense of $30.4 million.

•Excluding Paycheck Protection Program ("PPP") loans, commercial loans were $2.68 billion2, as compared to $2.64 billion2, an increase of 5.5% annualized.

•Efficiency ratio was 56.74%2, an increase of 40 basis points ("bps").

•Nonperforming assets ratio declined 5 bps to 0.53% and the net charge-off ratio was a recovery of 3 bps.

•Average total deposits were $5.0 billion, as compared to $4.9 billion, an increase of 2.7%, while cost of average total deposits decreased 2 bps to 0.24% and cost of funds decreased 2 bps to 0.35%.

Full Year 2021 Summary1

•Record net income of $69.5 million, or $4.37 per diluted common share.

•Book value and tangible book value per share grew 4.6% and 6.4%2, respectively.

•Return on average equity and return on average tangible equity of 13.18% and 16.63%2, respectively.

•Net charge-off ratio was a recovery of 1 basis point.

•Efficiency ratio was 54.65%2, a decline of 227 bps from the prior year.

Iowa City, Iowa - MidWestOne Financial Group, Inc. (Nasdaq: MOFG) (“we”, “our”, or the "Company”) today reported net income for the fourth quarter of 2021 of $14.3 million, or $0.91 per diluted common share, compared to net income of $16.3 million, or $1.03 per diluted common share, for the linked quarter. For the full year of 2021, the Company reported record earnings, with net income of $69.5 million, or $4.37 per diluted common share, compared to net income for the full year of 2020 of $6.6 million, or $0.41 per diluted common share.

Charles Funk, Chief Executive Officer of the Company, commented, "The fourth quarter of 2021 was a solid ending to a record earnings year for MidWestOne. During the quarter, we saw good ex-PPP commercial loan growth, continued progress in wealth management, and improvements in our nonperforming loans and nonperforming assets ratios. We are pleased with the return on average tangible equity of 13.50%.

Key to continued progress in our Company is quality loan growth. We saw ex-PPP linked quarter commercial loan growth of 5.5% annualized in the fourth quarter. This is even more impressive when considering that we saw a high level of pay-offs during the fourth quarter and continued low credit line usage. We begin 2022 with a solid pipeline of new loans and optimism that this growth will continue.

1 Fourth Quarter Summary compares to the third quarter of 2021 (the "linked quarter") unless noted. Full Year 2021 Summary compares to the full year 2020 unless noted.

2 Non-GAAP measure. See the separate Non-GAAP Measures section for a reconciliation to the most directly comparable GAAP measure.

The consistent improvement in overall asset quality was one of the big stories for the Company in 2021. At year-end, nonperforming loans fell below 1.0%, at 0.97% of total loans. For the quarter and for the entire year, we had a net recovery of charged-off loans. Importantly, we expect to see continued progress in nonperforming assets in 2022.

With respect to fee income, there is no doubt that our mortgage team contributed mightily to the record 2021 results. In line with the rise in long-term interest rates, we see that slowing in 2022. Our wealth management team also continued to shine as their revenue in 2021 was up $2.0 million, or 21.2%, from the prior year and we expect continued good progress.

We have continued to make headway in our previously announced acquisition of Iowa First Bancshares Corp. ("IOFB"), which is expected to close late in the first quarter or early in the second quarter of 2022. We look forward to welcoming our new customers and employees to MidWestOne.

Finally, between share repurchases and the cash dividend, we returned $25.8 million to our common shareholders in 2021. Looking ahead, our common stock dividend increase of 5.6% for 2022 reflects our confidence in continued sound financial performance."


FINANCIAL HIGHLIGHTS	Three Months Ended									Year Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
(Dollars in thousands, except per share amounts)	2021			2021			2020			2021			2020
Net interest income	$	38,819		$	40,340		$	39,037		$	156,281		$	152,964
Noninterest income	11,229			9,182			10,626			42,453			38,620
Total revenue, net of interest expense	50,048			49,522			49,663			198,734			191,584
Credit loss expense (benefit)	622			(1,080)			(3,041)			(7,336)			28,369
Noninterest expense	30,444			29,778			31,915			116,592			149,893
Income before income tax expense	18,982			20,824			20,789			89,478			13,322
Income tax expense	4,726			4,513			4,079			19,992			6,699
Net income	$	14,256		$	16,311		$	16,710		$	69,486		$	6,623
Diluted earnings per share	$	0.91		$	1.03		$	1.04		$	4.37		$	0.41

Return on average assets	0.95		%	1.11		%	1.22		%	1.20		%	0.13		%
Return on average equity	10.68		%	12.00		%	13.15		%	13.18		%	1.28		%
Return on average tangible equity(1)	13.50		%	15.06		%	17.07		%	16.63		%	10.80		%
Efficiency ratio(1)	56.74		%	56.34		%	59.69		%	54.65		%	56.92		%

(1) Non-GAAP measure. See the Non-GAAP Measures section for a reconciliation to the most directly comparable GAAP measure.

INCOME STATEMENT HIGHLIGHTS

Net interest income decreased to $38.8 million in the fourth quarter of 2021 from $40.3 million in the third quarter of 2021 due primarily to decreased PPP loan fee accretion stemming from loan forgiveness that continued to be robust in the fourth quarter of 2021. Net PPP loan fee accretion was $2.0 million in the fourth quarter of 2021 compared to $3.6 million in the linked quarter.

Average interest earning assets increased $117.2 million to $5.61 billion in the fourth quarter of 2021, compared to the third quarter of 2021. When adjusting for the $91.0 million reduction in average PPP loan balances due to forgiveness, average interest earning assets increased $206.9 million, primarily due to cash inflows from deposit activity that resulted in an increase in interest earning deposits in banks on the balance sheet and that were used to purchase debt securities, coupled with non-PPP loan growth.

The Company's tax equivalent net interest margin was 2.83% in the fourth quarter of 2021 compared to 3.00% in the linked quarter due to a decrease in total interest earning assets yield, partially offset by reduced funding costs. Total interest earning assets yield decreased 19 bps from the linked quarter due to the reduced benefit from PPP net loan fee accretion described above, coupled with lower loan coupon rates at origination and re-pricing, and an asset mix shift to cash and debt securities. The cost of interest bearing liabilities decreased 3 bps to 0.43%, primarily as a result of interest bearing deposits costs of 0.30%, which declined 2 bps from the linked quarter.

Noninterest income for the fourth quarter of 2021 increased $2.0 million, or 22.3%, from the linked quarter. The increase was primarily due to an increase of $1.2 million in loan revenue and an increase of $0.5 million in 'Other' noninterest income. The increase in loan revenue was primarily driven by a $0.9 million increase in the fair value of our mortgage servicing rights. The increase in 'Other' noninterest income partially stemmed from a $0.2 million increase in income received from our commercial loan back-to-back swap program.

The following table presents details of noninterest income for the periods indicated:


	Three Months Ended
Noninterest Income	December 31,		September 30,		December 31,
(In thousands)	2021		2021		2020
Investment services and trust activities	$	3,115	$	2,915	$	2,518
Service charges and fees	1,684		1,613		1,571
Card revenue	1,746		1,820		1,517
Loan revenue	3,132		1,935		3,900
Bank-owned life insurance	550		532		541

Investment securities gains, net	137		36		30
Other	865		331		549
Total noninterest income	$	11,229	$	9,182	$	10,626

Noninterest expense for the fourth quarter of 2021 increased $0.7 million, or 2.2%, from the linked quarter primarily due to an increase of $0.9 million in compensation and employee benefits and a $0.6 million increase in legal and professional expenses. The increase in compensation and employee benefits was primarily due to an increase of $0.5 million related to incentive and commission expense. The increase in legal and professional expenses was partially due to $0.2 million merger-related legal expenses. Partially offsetting these increases was a decrease of $0.5 million in 'other' noninterest expense. The decline in 'other' noninterest expense was primarily driven by the settlement of litigation claims totaling $0.7 million during the third quarter of 2021, which did not recur in the fourth quarter of 2021.

The increase in noninterest expense and the decline in net interest income, partially offset by the increase in noninterest income noted above, were the primary drivers of the increase in the efficiency ratio, which increased 0.40 percentage points to 56.74% from 56.34% in the linked quarter.

The following table presents details of noninterest expense for the periods indicated:


	Three Months Ended
Noninterest Expense	December 31,		September 30,		December 31,
(In thousands)	2021		2021		2020
Compensation and employee benefits	$	18,266	$	17,350	$	17,638
Occupancy expense of premises, net	2,211		2,547		2,476
Equipment	2,189		1,973		2,040
Legal and professional	1,826		1,272		2,052
Data processing	1,211		1,406		1,460
Marketing	1,121		1,022		986
Amortization of intangibles	1,245		1,264		1,569
FDIC insurance	380		435		495
Communications	277		275		412
Foreclosed assets, net	7		43		(35)
Other	1,711		2,191		2,822


Total noninterest expense	$	30,444	$	29,778	$	31,915

The following table presents details of merger-related expenses for the periods indicated:


	Three Months Ended
	December 31,		September 30,		December 31,
Merger-related Expenses	2021		2021		2020
(In thousands)


Equipment	$	18	$	—	$	—
Legal and professional	202		—		—

Marketing	2		—		—

Other	2		—		—
Total merger-related expenses	$	224	$	—	$	—

The effective income tax rate increased to 24.9% in the fourth quarter of 2021 compared to 21.7% in the linked quarter. This increase was primarily due to the year-end adjustment to federal tax expense based upon 2021 taxable income. The Company's effective tax rate is lower than its combined statutory tax rate due to benefits related to tax-exempt interest and bank-owned life insurance. The effective income tax rate for the full year 2022 is expected to be in the range of 19.5-21.5%.


BALANCE SHEET, LIQUIDITY AND CAPITAL HIGHLIGHTS	As of or for the Three Months Ended
	December 31,			September 30,			December 31,
(Dollars in millions, except per share amounts)	2021			2021			2020
Ending Balance Sheet
Total assets	$	6,025.1		$	5,875.4		$	5,556.6
Loans held for investment, net of unearned income	3,245.0			3,268.6			3,482.2
Total securities held for investment	2,288.1			2,136.9			1,657.4
Total deposits	5,114.5			4,957.8			4,547.0
Average Balance Sheet
Average total assets	$	5,934.1		$	5,811.2		$	5,457.9
Average total loans	3,268.8			3,356.7			3,560.6
Average total deposits	5,015.5			4,882.8			4,490.0
Funding and Liquidity
Short-term borrowings	$	181.4		$	187.5		$	230.8
Long-term debt	154.9			154.9			208.7
Loans to deposits ratio	63.45		%	65.93		%	76.58		%
Equity
Total shareholders' equity	$	527.5		$	530.3		$	515.3
Common equity ratio	8.75		%	9.03		%	9.27		%
Tangible common equity(1)	445.1			446.7			427.5
Tangible common equity ratio(1)	7.49		%	7.71		%	7.82		%
Per Share Data
Book value	$	33.66		$	33.71		$	32.17
Tangible book value(1)	$	28.40		$	28.40		$	26.69
(1) Non-GAAP Measure. See the Non-GAAP Measures section for a reconciliation to the most directly comparable GAAP measure.

Loans Held for Investment

Loans held for investment, net of unearned income, decreased $23.6 million, or 0.7%, to $3.25 billion from September 30, 2021, driven primarily by PPP loan forgiveness and partially offset by new loan production during the fourth quarter of 2021. The revolving line of credit utilization was consistent with the linked quarter at 32%.

The following table presents the composition of loans held for investment, net of unearned income, as of the dates indicated:


Loans Held for Investment	December 31, 2021				September 30, 2021				December 31, 2020
	Balance		% of Total		Balance		% of Total		Balance		% of Total
(dollars in thousands)
Commercial and industrial	$	902,314	27.8	%	$	927,258	28.4	%	$	1,055,488	30.3	%
Agricultural	103,417		3.2		106,356		3.3		116,392		3.3
Commercial real estate
Construction and development	172,160		5.3		146,417		4.5		181,291		5.2
Farmland	144,673		4.5		130,936		4.0		144,970		4.2
Multifamily	244,503		7.5		273,347		8.4		256,525		7.4
Other	1,143,205		35.2		1,148,658		35.0		1,149,575		33.0
Total commercial real estate	1,704,541		52.5		1,699,358		51.9		1,732,361		49.8
Residential real estate
One-to-four family first liens	333,308		10.3		334,267		10.2		355,684		10.2
One-to-four family junior liens	133,014		4.1		133,869		4.1		143,422		4.1
Total residential real estate	466,322		14.4		468,136		14.3		499,106		14.3
Consumer	68,418		2.1		67,536		2.1		78,876		2.3
Loans held for investment, net of unearned income	$	3,245,012	100.0	%	$	3,268,644	100.0	%	$	3,482,223	100.0	%

Total commitments to extend credit	$	1,014,397			$	950,157			$	897,274

The following table presents PPP loan measures as of the dates indicated:


	December 31, 2021						September 30, 2021
	Round 1(3)		Round 2(3)		Total		Round 1(3)		Round 2(3)		Total
(Dollars in millions)	#	$	#	$	#	$	#	$	#	$	#	$
Total PPP Loans Funded	2,681	348.5	2,175	149.3	4,856	497.8	2,681	348.5	2,175	149.3	4,856	497.8
PPP Loan Forgiveness(1)	2,609	334.2	2,009	122.4	4,618	456.6	2,478	323.7	1,514	72.9	3,992	396.6
Outstanding PPP Loans(2)	53	5.6	164	25.2	217	30.8	184	16.3	661	73.1	845	89.4

Unearned Income	$—		$0.9		$0.9		$0.1		$2.8		$2.9
(1) Excluded from the PPP Loan Forgiveness is $9.3 million as of December 31, 2021 and $9.1 million as of September 30, 2021 of PPP loans that were paid off by the borrower prior to forgiveness or through the SBA PPP loan guarantee.
(2) Outstanding loans are presented net of unearned income.
(3) Round 1 refers to PPP loan applications from the first wave of funding made available through the CARES Act, which was signed into law by President Trump in March 2020. Round 2 refers to the second wave of PPP funding made available through the Consolidated Appropriations Act, 2021, which was signed into law by President Trump in December 2020 and extended by the PPP Extension Act of 2021, which was signed into law by President Biden in March 2021.

Credit Loss Expense & Allowance for Credit Losses

The following table shows the activity in the allowance for credit losses for the periods indicated:


	Three Months Ended						Year Ended
Allowance for Credit Losses Roll Forward	December 31,		September 30,		December 31,		December 31,		December 31,
(In thousands)	2021		2021		2020		2021		2020
Beginning balance	$	47,900	$	48,000	$	58,500	$	55,500	$	29,079
Cumulative effect of change in accounting principle - CECL	—		—		—		—		3,984
Charge-offs	(255)		(234)		(1,005)		(2,332)		(6,793)
Recoveries	533		1,114		646		2,768		1,528
Net recoveries (charge-offs)	278		880		(359)		436		(5,265)
Credit loss (benefit) expense related to loans	522		(980)		(2,641)		(7,236)		27,702
Ending balance	$	48,700	$	47,900	$	55,500	$	48,700	$	55,500

As of December 31, 2021, the allowance for credit losses ("ACL") was $48.7 million, or 1.50% of loans held for investment, net of unearned income, compared with $47.9 million, or 1.47% of loans held for investment, net of unearned income, at September 30, 2021. The ACL declined 12.3% from the prior year-end. After excluding net PPP loans, the ACL as a percentage of loans held for investment, net of unearned income, increased to 1.52%(1) as of December 31, 2021, from 1.51%(1) at September 30, 2021. The increase in the ACL during the fourth quarter was primarily attributable to reserve taken to support loan growth.

(1)Non-GAAP Measure. See the Non-GAAP Measures section for a reconciliation to the most directly comparable GAAP measure.

The following table presents the composition of our deposit portfolio as of the dates indicated:


Deposit Composition	December 31, 2021				September 30, 2021				December 31, 2020
(Dollars in thousands)	Balance		% of Total		Balance		% of Total		Balance		% of Total
Noninterest bearing deposits	$	1,005,369	19.6	%	$	999,887	20.2	%	$	910,655	20.0	%
Interest checking deposits	1,619,136		31.6		1,464,389		29.5		1,351,641		29.7
Money market deposits	939,523		18.4		989,095		20.0		918,654		20.2
Savings deposits	628,242		12.3		616,924		12.4		529,751		11.7
Total non-maturity deposits	4,192,270		81.9		4,070,295		82.1		3,710,701		81.6
Time deposits of $250 and under	505,392		9.9		522,907		10.5		581,471		12.8
Time deposits over $250	416,857		8.2		364,579		7.4		254,877		5.6
Total time deposits	922,249		18.1		887,486		17.9		836,348		18.4
Total deposits	$	5,114,519	100.0	%	$	4,957,781	100.0	%	$	4,547,049	100.0	%


	As of or For the Three Months Ended
Highlights	December 31,			September 30,			December 31,
(Dollars in thousands)	2021			2021			2020
Credit loss (benefit) expense related to loans	$	522		$	(980)		$	(2,641)
Net (recoveries) charge-offs	$	(278)		$	(880)		$	359
Net (recovery) charge-off ratio(1)	(0.03)		%	(0.10)		%	0.04		%

At period-end
Pass	$	3,013,917		$	3,069,314		$	3,202,704
Special Mention / Watch	117,401			82,871			157,213
Classified	113,694			116,459			122,306
Total loans held for investment, net	$	3,245,012		$	3,268,644		$	3,482,223
Classified loans ratio(2)	3.50		%	3.56		%	3.51		%

Nonaccrual loans held for investment	$	31,540		$	33,657		$	41,950
Accruing loans contractually past due 90 days or more	—			51			739
Total nonperforming loans	31,540			33,708			42,689
Foreclosed assets, net	357			454			2,316
Total nonperforming assets	$	31,897		$	34,162		$	45,005

Nonperforming loans ratio(3)	0.97		%	1.03		%	1.23		%
Nonperforming assets ratio(4)	0.53		%	0.58		%	0.81		%
Allowance for credit losses	$	48,700		$	47,900		$	55,500
Allowance for credit losses ratio(5)	1.50		%	1.47		%	1.59		%
Adjusted allowance for credit losses ratio(6)	1.52		%	1.51		%	1.72		%
Allowance for credit losses to nonaccrual loans ratio(7)	154.41		%	142.32		%	132.30		%


(1) Net (recovery) charge-off ratio is calculated as annualized net (recoveries) charge-offs divided by average loans held for investment, net of unearned income, during the period.
(2) Classified loans ratio is calculated as classified loans divided by loans held for investment, net of unearned income, at the end of the period.

(3) Nonperforming loans ratio is calculated as total nonperforming loans divided by loans held for investment, net of unearned income, at the end of the period.
(4) Nonperforming assets ratio is calculated as total nonperforming assets divided by total assets at the end of the period.
(5) Allowance for credit losses ratio is calculated as allowance for credit losses divided by loans held for investment, net of unearned income, at the end of the period.
(6) Non-GAAP Measure. See the Non-GAAP Measures section for a reconciliation to the most directly comparable GAAP measure.
(7)Allowance for credit losses to nonaccrual loans ratio is calculated as allowance for credit losses divided by nonaccrual loans at the end of the period.

During the fourth quarter of 2021, we saw improvements in overall asset quality when compared to the linked quarter and the corresponding period in the prior year. We continued to experience net recoveries in the fourth quarter of 2021 and recorded net recoveries of $0.4 million for the year-ended December 31, 2021. Our nonperforming loans ratio of 0.97% was an improvement of 6 bps from the linked quarter and 23 bps from the prior year-end. Special mention / watch credits did increase $34.5 million from the linked quarter based upon our proactive credit monitoring processes. However, year-over-year, special mention / watch credits were down $39.8 million, or 25.3%.

The following table presents a roll forward of nonperforming loans for the period:


Nonperforming Loans	Nonaccrual		90+ Days Past Due & Still Accruing		Total
(Dollars in thousands)
Balance at September 30, 2021	$	33,657	$	51	$	33,708
Loans placed on nonaccrual or 90+ days past due & still accruing	512		10		522
Repayments (including interest applied to principal)	(2,153)		—		(2,153)
Loans returned to accrual status or no longer past due	(312)		(49)		(361)
Charge-offs	(164)		(10)		(174)

Transfers to nonaccrual	—		(2)		(2)
Balance at December 31, 2021	$	31,540	$	—	$	31,540

Effective March 31, 2020, we elected the 5-year phase-in option allowed under the interim final rule (IFR) issued by the federal banking regulatory agencies that delays the estimated impact on regulatory capital stemming from the implementation of the current expected credit losses (CECL) accounting standard. The IFR allows the add back of 100% of the capital effect from the day one CECL transition adjustment and 25% of the capital effect from subsequent increases in the allowance for credit losses through the two-year period ending December 31, 2021. The modified CECL transitional amount of $9.4 million will then be reduced from capital over the subsequent three-year period.


Regulatory Capital Ratios	December 31,		September 30,		December 31,
	2021 (1)		2021		2020
MidWestOne Financial Group, Inc. Consolidated
Tier 1 leverage to average assets ratio	8.67	%	8.70	%	8.50	%
Common equity tier 1 capital to risk-weighted assets ratio	9.94	%	10.26	%	9.72	%
Tier 1 capital to risk-weighted assets ratio	10.83	%	11.20	%	10.70	%
Total capital to risk-weighted assets ratio	13.09	%	13.58	%	13.41	%
MidWestOne Bank
Tier 1 leverage to average assets ratio	9.25	%	9.41	%	9.35	%
Common equity tier 1 capital to risk-weighted assets ratio	11.58	%	12.14	%	11.79	%
Tier 1 capital to risk-weighted assets ratio	11.58	%	12.14	%	11.79	%
Total capital to risk-weighted assets ratio	12.46	%	13.05	%	12.89	%
(1) Capital ratios for December 31, 2021 are preliminary

Share Repurchase Program

Under the current repurchase program, the Company repurchased 58,900 shares of its common stock at an average price of $31.02 per share and a total cost of $1.8 million in the fourth quarter of 2021. At December 31, 2021, the total amount available under the Company's current share repurchase program was $5.8 million.

Cash Dividend Announcement

On January 25, 2022, the Company’s board of directors declared a quarterly cash dividend of $0.2375 per common share. The dividend is payable March 15, 2022, to shareholders of record at the close of business on March 1, 2022.

CONFERENCE CALL DETAILS

The Company will host a conference call for investors at 11:00 a.m. CT on Friday, January 28, 2022. To participate, you may pre-register for this call utilizing the following link: https://www.incommglobalevents.com/registration/q4inc/9571/midwestone-financial-group-inc-4th-quarter-2021-earnings-call/. After pre-registering for this event you will receive your access details via email. You are also able to on the day of the call dial 1-844-200-6205, using an access code of 306531 at least fifteen minutes before the call start time. If you are unable to participate on the call, a replay will be available until April 28, 2022, by calling 1-866-813-9403 and using the replay access code of 602023. A transcript of the call will also be available on the Company’s web site (www.midwestonefinancial.com) within three business days of the call.

ABOUT MIDWESTONE FINANCIAL GROUP, INC.

MidWestOne Financial Group, Inc. is a financial holding company headquartered in Iowa City, Iowa. MidWestOne is the parent company of MidWestOne Bank, which operates banking offices in Iowa, Minnesota, Wisconsin, Florida, and Colorado. MidWestOne provides electronic delivery of financial services through its website, MidWestOne.bank. MidWestOne Financial Group, Inc. trades on the Nasdaq Global Select Market under the symbol “MOFG”.

Cautionary Note Regarding Forward-Looking Statements

This release contains certain “forward-looking statements” within the meaning of such term in the Private Securities Litigation Reform Act of 1995. We and our representatives may, from time to time, make written or oral statements that are “forward-looking” and provide information other than historical information. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. These factors include, among other things, the factors listed below. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “should,” “could,” “would,” “plans,” “goals,” “intend,” “project,” “estimate,” “forecast,” “may” or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, these statements. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Additionally, we undertake no obligation to update any statement in light of new information or future events, except as required under federal securities law.

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors that could have an impact on our ability to achieve operating results, growth plan goals and future prospects include, but are not limited to, the following: (1) effects of the COVID-19 pandemic, including its effects on the economic environment, our customers and our operations, including due to supply chain disruptions, as well as any changes to federal, state, or local government laws, regulations, or orders in connection with the pandemic; (2) government intervention in the U.S. financial system in response to the COVID-19 pandemic, including the effects of recent legislative, tax, accounting and regulatory actions and reforms; (3) the impact of the COVID-19 pandemic on our financial results, including possible lost revenue and increased expenses (including the cost of capital), as well as possible goodwill impairment charges; (4) the risks of mergers (including with IOFB), including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; (5) credit quality deterioration or pronounced and sustained reduction in real estate market values causing an increase in the allowance for credit losses, an increase in the credit loss expense, and a reduction in net earnings; (6) the effects of interest rates, including on our net income and the value of our securities portfolio; (7) changes in the economic environment, competition, or other factors that may affect our ability to acquire loans or influence the anticipated growth rate of loans and deposits and the quality of the loan portfolio and loan and deposit pricing; (8) fluctuations in the value of our investment securities; (9) governmental monetary and fiscal policies; (10) changes in and uncertainty related to benchmark interest rates used to price loans and deposits, including the expected elimination of LIBOR and the adoption of a substitute; (11) legislative and regulatory changes, including changes in banking, securities, trade, and tax laws and regulations and their application by our regulators; (12) the ability to attract and retain key executives and employees experienced in banking and financial services; (13) the sufficiency of the allowance for credit losses to absorb the amount of actual losses inherent in our existing loan portfolio; (14) our ability to adapt successfully to technological changes to compete effectively in the marketplace; (15) credit risks and risks from concentrations (by geographic area and by industry) within our loan portfolio; (16) the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds, financial technology companies, and other financial institutions operating in our markets or elsewhere or providing similar services; (17) the failure of assumptions underlying the establishment of allowances for credit losses and estimation of values of collateral and various financial assets and liabilities; (18) volatility of rate-sensitive deposits; (19) operational risks, including data processing system failures or fraud; (20) asset/liability matching risks and liquidity risks; (21) the costs, effects and outcomes of existing or future litigation; (22) changes in general economic, political, or industry conditions, nationally, internationally or in the communities in which we conduct business; (23) changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board; (24) war or terrorist activities, widespread disease or pandemic, or other adverse external events, which may cause deterioration in the economy or cause instability in credit markets; (25) the effects of cyber-attacks; (26) the imposition of tariffs or other domestic or international governmental policies impacting the value of the agricultural or other products of our borrowers; and (27) other risk factors detailed from time to time in Securities and Exchange Commission filings made by the Company.


	December 31,		September 30,		June 30,		March 31,		December 31,
(In thousands)	2021		2021		2021		2021		2020
ASSETS
Cash and due from banks	$	42,949	$	53,562	$	52,297	$	57,154	$	65,078
Interest earning deposits in banks	160,881		84,952		11,124		80,924		17,409
Federal funds sold	—		—		13		7,691		172
Total cash and cash equivalents	203,830		138,514		63,434		145,769		82,659
Debt securities available for sale at fair value	2,288,110		2,136,902		2,072,452		1,896,894		1,657,381
Loans held for sale	12,917		58,679		6,149		58,333		59,956
Gross loans held for investment	3,252,194		3,278,150		3,344,156		3,374,076		3,496,790
Unearned income, net	(7,182)		(9,506)		(14,000)		(15,915)		(14,567)
Loans held for investment, net of unearned income	3,245,012		3,268,644		3,330,156		3,358,161		3,482,223
Allowance for credit losses	(48,700)		(47,900)		(48,000)		(50,650)		(55,500)
Total loans held for investment, net	3,196,312		3,220,744		3,282,156		3,307,511		3,426,723
Premises and equipment, net	83,492		84,130		84,667		85,581		86,401
Goodwill	62,477		62,477		62,477		62,477		62,477
Other intangible assets, net	19,885		21,130		22,394		23,735		25,242
Foreclosed assets, net	357		454		755		1,487		2,316
Other assets	157,748		152,393		154,731		155,525		153,493
Total assets	$	6,025,128	$	5,875,423	$	5,749,215	$	5,737,312	$	5,556,648
LIABILITIES
Noninterest bearing deposits	$	1,005,369	$	999,887	$	952,764	$	958,526	$	910,655
Interest bearing deposits	4,109,150		3,957,894		3,839,902		3,836,037		3,636,394
Total deposits	5,114,519		4,957,781		4,792,666		4,794,563		4,547,049





Short-term borrowings	181,368		187,508		212,261		175,785		230,789





Long-term debt	154,879		154,860		169,839		201,696		208,691
Other liabilities	46,887		45,010		44,156		53,948		54,869
Total liabilities	5,497,653		5,345,159		5,218,922		5,225,992		5,041,398
SHAREHOLDERS' EQUITY

Common stock	16,581		16,581		16,581		16,581		16,581
Additional paid-in capital	300,940		300,327		299,888		299,747		300,137
Retained earnings	243,365		232,639		219,884		206,230		188,191
Treasury stock	(24,546)		(22,735)		(15,888)		(15,278)		(14,251)
Accumulated other comprehensive (loss) income	(8,865)		3,452		9,828		4,040		24,592
Total shareholders' equity	527,475		530,264		530,293		511,320		515,250
Total liabilities and shareholders' equity	$	6,025,128	$	5,875,423	$	5,749,215	$	5,737,312	$	5,556,648


	Three Months Ended										Year Ended
	December 31,		September 30,		June 30,		March 31,		December 31,		December 31,		December 31,
(In thousands, except per share data)	2021		2021		2021		2021		2020		2021		2020
Interest income
Loans, including fees	$	33,643	$	36,115	$	34,736	$	36,542	$	38,239	$	141,036	$	158,656
Taxable investment securities	7,461		6,655		6,483		5,093		4,673		25,692		17,610
Tax-exempt investment securities	2,415		2,428		2,549		2,555		2,529		9,947		8,259
Other	37		21		19		14		29		91		262
Total interest income	43,556		45,219		43,787		44,204		45,470		176,766		184,787
Interest expense
Deposits	3,031		3,150		3,409		3,608		4,265		13,198		23,919
Short-term borrowings	130		132		161		128		142		551		914
Long-term debt	1,576		1,597		1,712		1,851		2,026		6,736		6,990
Total interest expense	4,737		4,879		5,282		5,587		6,433		20,485		31,823
Net interest income	38,819		40,340		38,505		38,617		39,037		156,281		152,964
Credit loss expense (benefit)	622		(1,080)		(2,144)		(4,734)		(3,041)		(7,336)		28,369
Net interest income after credit loss expense (benefit)	38,197		41,420		40,649		43,351		42,078		163,617		124,595
Noninterest income
Investment services and trust activities	3,115		2,915		2,809		2,836		2,518		11,675		9,632
Service charges and fees	1,684		1,613		1,475		1,487		1,571		6,259		6,178
Card revenue	1,746		1,820		1,913		1,536		1,517		7,015		5,719
Loan revenue	3,132		1,935		3,151		4,730		3,900		12,948		10,185
Bank-owned life insurance	550		532		538		542		541		2,162		2,226

Investment securities gains, net	137		36		42		27		30		242		184
Other	865		331		290		666		549		2,152		4,496
Total noninterest income	11,229		9,182		10,218		11,824		10,626		42,453		38,620
Noninterest expense
Compensation and employee benefits	18,266		17,350		17,404		16,917		17,638		69,937		66,397
Occupancy expense of premises, net	2,211		2,547		2,198		2,318		2,476		9,274		9,348
Equipment	2,189		1,973		1,861		1,793		2,040		7,816		7,865
Legal and professional	1,826		1,272		1,375		783		2,052		5,256		6,153
Data processing	1,211		1,406		1,347		1,252		1,460		5,216		5,362
Marketing	1,121		1,022		873		1,006		986		4,022		3,815
Amortization of intangibles	1,245		1,264		1,341		1,507		1,569		5,357		6,976
FDIC insurance	380		435		245		512		495		1,572		1,858
Communications	277		275		371		409		412		1,332		1,746
Foreclosed assets, net	7		43		136		47		(35)		233		150
Goodwill impairment	—		—		—		—		—		—		31,500
Other	1,711		2,191		1,519		1,156		2,822		6,577		8,723
Total noninterest expense	30,444		29,778		28,670		27,700		31,915		116,592		149,893
Income before income tax expense	18,982		20,824		22,197		27,475		20,789		89,478		13,322
Income tax expense	4,726		4,513		4,926		5,827		4,079		19,992		6,699
Net income	$	14,256	$	16,311	$	17,271	$	21,648	$	16,710	$	69,486	$	6,623

Earnings per common share
Basic	$	0.91	$	1.03	$	1.08	$	1.35	$	1.04	$	4.38	$	0.41
Diluted	$	0.91	$	1.03	$	1.08	$	1.35	$	1.04	$	4.37	$	0.41
Weighted average basic common shares outstanding	15,692		15,841		15,987		15,991		16,074		15,877		16,102
Weighted average diluted common shares outstanding	15,734		15,863		16,012		16,021		16,092		15,905		16,110
Dividends paid per common share	$	0.2250	$	0.2250	$	0.2250	$	0.2250	$	0.2200	$	0.9000	$	0.8800


	Three Months Ended
	December 31, 2021						September 30, 2021						December 31, 2020
(Dollars in thousands)	Average Balance		Interest Income/ Expense		Average Yield/ Cost		Average Balance		Interest Income/ Expense		Average Yield/ Cost		Average Balance		Interest Income/ Expense		Average Yield/ Cost
ASSETS
Loans, including fees (1)(2)(3)	$	3,268,783	$	34,191	4.15	%	$	3,356,680	$	36,622	4.33	%	$	3,560,632	$	38,795	4.33	%
Taxable investment securities	1,802,349		7,461		1.64	%	1,628,605		6,655		1.62	%	1,026,359		4,673		1.81	%
Tax-exempt investment securities (2)(4)	455,570		3,026		2.64	%	459,717		3,043		2.63	%	450,659		3,180		2.81	%
Total securities held for investment(2)	2,257,919		10,487		1.84	%	2,088,322		9,698		1.84	%	1,477,018		7,853		2.12	%
Other	80,415		37		0.18	%	44,915		21		0.19	%	80,019		29		0.14	%
Total interest earning assets(2)	$	5,607,117	44,715		3.16	%	$	5,489,917	46,341		3.35	%	$	5,117,669	46,677		3.63	%
Other assets	326,959						321,311						340,270
Total assets	$	5,934,076					$	5,811,228					$	5,457,939
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest checking deposits	$	1,506,600	$	1,065	0.28	%	$	1,434,560	$	1,056	0.29	%	$	1,276,320	$	958	0.30	%
Money market deposits	976,018		520		0.21	%	955,174		506		0.21	%	931,900		544		0.23	%
Savings deposits	621,871		285		0.18	%	606,449		316		0.21	%	508,763		279		0.22	%
Time deposits	903,765		1,161		0.51	%	890,866		1,272		0.57	%	862,408		2,484		1.15	%
Total interest bearing deposits	4,008,254		3,031		0.30	%	3,887,049		3,150		0.32	%	3,579,391		4,265		0.47	%
Short-term borrowings	190,788		130		0.27	%	182,484		132		0.29	%	182,080		142		0.31	%
Long-term debt	154,870		1,576		4.04	%	163,817		1,597		3.87	%	223,407		2,026		3.61	%
Total borrowed funds	345,658		1,706		1.96	%	346,301		1,729		1.98	%	405,487		2,168		2.13	%
Total interest bearing liabilities	$	4,353,912	$	4,737	0.43	%	$	4,233,350	$	4,879	0.46	%	$	3,984,878	$	6,433	0.64	%
Noninterest bearing deposits	1,007,252						995,786						910,657
Other liabilities	43,576						43,040						56,898
Shareholders’ equity	529,336						539,052						505,506
Total liabilities and shareholders’ equity	$	5,934,076					$	5,811,228					$	5,457,939
Net interest income(2)			$	39,978					$	41,462					$	40,244
Net interest spread(2)					2.73	%					2.89	%					2.99	%
Net interest margin(2)					2.83	%					3.00	%					3.13	%

Total deposits(5)	$	5,015,506	$	3,031	0.24	%	$	4,882,835	$	3,150	0.26	%	$	4,490,048	$	4,265	0.38	%
Cost of funds(6)					0.35	%					0.37	%					0.52	%


	Year Ended
	December 31, 2021						December 31, 2020
(Dollars in thousands)	Average Balance		Interest Income/ Expense		Average Yield/ Cost		Average Balance		Interest Income/ Expense		Average Yield/ Cost
ASSETS
Loans, including fees (1)(2)(3)	$	3,362,488	$	143,141	4.26	%	$	3,551,945	$	160,752	4.53	%
Taxable investment securities	1,577,146		25,692		1.63	%	797,954		17,610		2.21	%
Tax-exempt investment securities (2)(4)	463,526		12,468		2.69	%	342,000		10,395		3.04	%
Total securities held for investment(2)	2,040,672		38,160		1.87	%	1,139,954		28,005		2.46	%
Other	52,617		91		0.17	%	73,255		262		0.36	%
Total interest earning assets(2)	$	5,455,777	181,392		3.32	%	$	4,765,154	189,019		3.97	%
Other assets	324,779						370,687
Total assets	$	5,780,556					$	5,135,841
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest checking deposits	$	1,440,585	$	4,208	0.29	%	$	1,108,997	$	4,435	0.40	%
Money market deposits	946,784		2,006		0.21	%	844,137		3,696		0.44	%
Savings deposits	594,543		1,210		0.20	%	454,000		1,386		0.31	%
Time deposits	882,271		5,774		0.65	%	945,234		14,402		1.52	%
Total interest bearing deposits	3,864,183		13,198		0.34	%	3,352,368		23,919		0.71	%
Short-term borrowings	191,757		551		0.29	%	157,346		914		0.58	%
Long-term debt	178,395		6,736		3.78	%	220,448		6,990		3.17	%
Total borrowed funds	370,152		7,287		1.97	%	377,794		7,904		2.09	%
Total interest bearing liabilities	$	4,234,335	$	20,485	0.48	%	$	3,730,162	$	31,823	0.85	%
Noninterest bearing deposits	974,044						832,038
Other liabilities	45,141						58,186
Shareholders’ equity	527,036						515,455
Total liabilities and shareholders’ equity	$	5,780,556					$	5,135,841
Net interest income(2)			$	160,907					$	157,196
Net interest spread(2)					2.84	%					3.12	%
Net interest margin(2)					2.95	%					3.30	%

Total deposits(5)	$	4,838,227	$	13,198	0.27	%	$	4,184,406	$	23,919	0.57	%
Cost of funds(6)					0.39	%					0.70	%


Tangible Common Equity/Tangible Book Value
per Share/Tangible Common Equity Ratio	December 31,			September 30,			June 30,			March 31,			December 31,
(Dollars in thousands, except per share data)	2021			2021			2021			2021			2020
Total shareholders’ equity	$	527,475		$	530,264		$	530,293		$	511,320		$	515,250
Intangible assets, net	(82,362)			(83,607)			(84,871)			(86,212)			(87,719)
Tangible common equity	$	445,113		$	446,657		$	445,422		$	425,108		$	427,531

Total assets	$	6,025,128		$	5,875,423		$	5,749,215		$	5,737,312		$	5,556,648
Intangible assets, net	(82,362)			(83,607)			(84,871)			(86,212)			(87,719)
Tangible assets	$	5,942,766		$	5,791,816		$	5,664,344		$	5,651,100		$	5,468,929

Book value per share	$	33.66		$	33.71		$	33.22		$	32.00		$	32.17
Tangible book value per share(1)	$	28.40		$	28.40		$	27.90		$	26.60		$	26.69
Shares outstanding	15,671,147			15,729,451			15,963,468			15,981,088			16,016,780

Common equity ratio	8.75		%	9.03		%	9.22		%	8.91		%	9.27		%
Tangible common equity ratio(2)	7.49		%	7.71		%	7.86		%	7.52		%	7.82		%


	As of or for the Three Months Ended									As of or for the Year Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
(Dollars in thousands, except per share amounts)	2021			2021			2020			2021			2020
Earnings:
Net interest income	$	38,819		$	40,340		$	39,037		$	156,281		$	152,964
Noninterest income	11,229			9,182			10,626			42,453			38,620
Total revenue, net of interest expense	50,048			49,522			49,663			198,734			191,584
Credit loss expense (benefit)	622			(1,080)			(3,041)			(7,336)			28,369
Noninterest expense	30,444			29,778			31,915			116,592			149,893
Income before income tax expense	18,982			20,824			20,789			89,478			13,322
Income tax expense	4,726			4,513			4,079			19,992			6,699
Net income	$	14,256		$	16,311		$	16,710		$	69,486		$	6,623
Per Share Data:
Diluted earnings	$	0.91		$	1.03		$	1.04		$	4.37		$	0.41
Book value	33.66			33.71			32.17			33.66			32.17
Tangible book value(1)	28.40			28.40			26.69			28.40			26.69
Ending Balance Sheet:
Total assets	$	6,025,128		$	5,875,423		$	5,556,648		$	6,025,128		$	5,556,648
Loans held for investment, net of unearned income	3,245,012			3,268,644			3,482,223			3,245,012			3,482,223
Total securities held for investment	2,288,110			2,136,902			1,657,381			2,288,110			1,657,381
Total deposits	5,114,519			4,957,781			4,547,049			5,114,519			4,547,049
Short-term borrowings	181,368			187,508			230,789			181,368			230,789
Long-term debt	154,879			154,860			208,691			154,879			208,691
Total shareholders' equity	527,475			530,264			515,250			527,475			515,250
Average Balance Sheet:
Average total assets	$	5,934,076		$	5,811,228		$	5,457,939		$	5,780,556		$	5,135,841
Average total loans	3,268,783			3,356,680			3,560,632			3,362,488			3,551,945
Average total deposits	5,015,506			4,882,835			4,490,048			4,838,227			4,184,406
Financial Ratios:
Return on average assets	0.95		%	1.11		%	1.22		%	1.20		%	0.13		%
Return on average equity	10.68		%	12.00		%	13.15		%	13.18		%	1.28		%
Return on average tangible equity(1)	13.50		%	15.06		%	17.07		%	16.63		%	10.80		%
Efficiency ratio(1)	56.74		%	56.34		%	59.69		%	54.65		%	56.92		%
Net interest margin, tax equivalent(1)	2.83		%	3.00		%	3.13		%	2.95		%	3.30		%
Loans to deposits ratio	63.45		%	65.93		%	76.58		%	63.45		%	76.58		%
Common equity ratio	8.75		%	9.03		%	9.27		%	8.75		%	9.27		%
Tangible common equity ratio(1)	7.49		%	7.71		%	7.82		%	7.49		%	7.82		%
Credit Risk Profile:
Total nonperforming loans	$	31,540		$	33,708		$	42,689		$	31,540		$	42,689
Nonperforming loans ratio	0.97		%	1.03		%	1.23		%	0.97		%	1.23		%
Total nonperforming assets	$	31,897		$	34,162		$	45,005		$	31,897		$	45,005
Nonperforming assets ratio	0.53		%	0.58		%	0.81		%	0.53		%	0.81		%

Net (recoveries) charge-offs	$	(278)		$	(880)		$	359		$	(436)		$	5,265
Net (recovery) charge-off ratio	(0.03)		%	(0.10)		%	0.04		%	(0.01)		%	0.15		%
Allowance for credit losses	$	48,700		$	47,900		$	55,500		$	48,700		$	55,500
Allowance for credit losses ratio	1.50		%	1.47		%	1.59		%	1.50		%	1.59		%
Adjusted allowance for credit losses ratio(1)	1.52		%	1.51		%	1.72		%	1.52		%	1.72		%
Allowance for credit losses to nonaccrual ratio	154.41		%	142.32		%	132.30		%	154.41		%	132.30		%
PPP Loans:
Average PPP loans	$	52,564		$	143,628		$	313,252		$	186,333		$	223,137
Fee Income	1,996			3,593			2,853			11,731			5,228


(1) Non-GAAP measure. See the Non-GAAP Measures section for a reconciliation to the most directly comparable GAAP measure.


	Three Months Ended									Year Ended
Return on Average Tangible Equity	December 31,			September 30,			December 31,			December 31,			December 31,
(Dollars in thousands)	2021			2021			2020			2021			2020
Net income	$	14,256		$	16,311		$	16,710		$	69,486		$	6,623
Intangible amortization, net of tax(1)	934			948			1,177			4,018			5,232
Goodwill impairment	—			—			—			—			31,500
Tangible net income	$	15,190		$	17,259		$	17,887		$	73,504		$	43,355

Average shareholders’ equity	$	529,336		$	539,052		$	505,506		$	527,036		$	515,455
Average intangible assets, net	(82,990)			(84,288)			(88,543)			(84,927)			(113,978)
Average tangible equity	$	446,346		$	454,764		$	416,963		$	442,109		$	401,477

Return on average equity	10.68		%	12.00		%	13.15		%	13.18		%	1.28		%
Return on average tangible equity(2)	13.50		%	15.06		%	17.07		%	16.63		%	10.80		%


Net Interest Margin, Tax Equivalent/ Core Net Interest Margin	Three Months Ended									Year Ended
	December 31,			September 30,			December 31,			December 31,			December 31,
(Dollars in thousands)	2021			2021			2020			2021			2020
Net interest income	$	38,819		$	40,340		$	39,037		$	156,281		$	152,964
Tax equivalent adjustments:
Loans(1)	548			507			556			2,105			2,096
Securities(1)	611			615			651			2,521			2,136
Net interest income, tax equivalent	$	39,978		$	41,462		$	40,244		$	160,907		$	157,196
Loan purchase discount accretion	(599)			(774)			(1,542)			(3,344)			(9,098)
Core net interest income	$	39,379		$	40,688		$	38,702		$	157,563		$	148,098

Net interest margin	2.75		%	2.92		%	3.03		%	2.86		%	3.21		%
Net interest margin, tax equivalent(2)	2.83		%	3.00		%	3.13		%	2.95		%	3.30		%
Core net interest margin(3)	2.79		%	2.94		%	3.01		%	2.89		%	3.11		%
Average interest earning assets	$	5,607,117		$	5,489,917		$	5,117,669		$	5,455,777		$	4,765,154


	Three Months Ended									Year Ended
Loan Yield, Tax Equivalent / Core Yield on Loans	December 31,			September 30,			December 31,			December 31,			December 31,
(Dollars in thousands)	2021			2021			2020			2021			2020
Loan interest income, including fees	$	33,643		$	36,115		$	38,239		$	141,036		$	158,656
Tax equivalent adjustment(1)	548			507			556			2,105			2,096
Tax equivalent loan interest income	$	34,191		$	36,622		$	38,795		$	143,141		$	160,752
Loan purchase discount accretion	(599)			(774)			(1,542)			(3,344)			(9,098)
Core loan interest income	$	33,592		$	35,848		$	37,253		$	139,797		$	151,654

Yield on loans	4.08		%	4.27		%	4.27		%	4.19		%	4.47		%
Yield on loans, tax equivalent(2)	4.15		%	4.33		%	4.33		%	4.26		%	4.53		%
Core yield on loans(3)	4.08		%	4.24		%	4.16		%	4.16		%	4.27		%
Average loans	$	3,268,783		$	3,356,680		$	3,560,632		$	3,362,488		$	3,551,945


	Three Months Ended									Year Ended
Efficiency Ratio	December 31,			September 30,			December 31,			December 31,			December 31,
(Dollars in thousands)	2021			2021			2020			2021			2020
Total noninterest expense	$	30,444		$	29,778		$	31,915		$	116,592		$	149,893
Amortization of intangibles	(1,245)			(1,264)			(1,569)			(5,357)			(6,976)
Merger-related expenses	(224)			—			—			(224)			(61)
Goodwill impairment	—			—			—			—			(31,500)
Noninterest expense used for efficiency ratio	$	28,975		$	28,514		$	30,346		$	111,011		$	111,356

Net interest income, tax equivalent(1)	$	39,978		$	41,462		$	40,244		$	160,907		$	157,196
Noninterest income	11,229			9,182			10,626			42,453			38,620
Investment securities gains, net	(137)			(36)			(30)			(242)			(184)
Net revenues used for efficiency ratio	$	51,070		$	50,608		$	50,840		$	203,118		$	195,632

Efficiency ratio (2)	56.74		%	56.34		%	59.69		%	54.65		%	56.92		%


Core Loans/Core Commercial Loans	December 31,		September 30,		June 30,		March 31,		December 31,
(Dollars in thousands)	2021		2021		2021		2021		2020
Commercial loans:
Commercial and industrial	$	902,314	$	927,258	$	982,092	$	993,770	$	1,055,488
Agricultural	103,417		106,356		107,834		117,099		116,392
Commercial real estate	1,704,541		1,699,358		1,705,789		1,693,592		1,732,361
Total commercial loans	$	2,710,272	$	2,732,972	$	2,795,715	$	2,804,461	$	2,904,241
Consumer loans:
Residential real estate	$	466,322	$	468,136	$	468,581	$	474,433	$	499,106
Other consumer	68,418		67,536		65,860		79,267		78,876
Total consumer loans	$	534,740	$	535,672	$	534,441	$	553,700	$	577,982
Loans held for investment, net of unearned income	$	3,245,012	$	3,268,644	$	3,330,156	$	3,358,161	$	3,482,223

PPP loans	$	30,841	$	89,354	$	184,390	$	248,682	$	259,260

Core loans(1)	$	3,214,171	$	3,179,290	$	3,145,766	$	3,109,479	$	3,222,963
Core commercial loans(2)	$	2,679,431	$	2,643,618	$	2,611,325	$	2,555,779	$	2,644,981


Contact:
	Charles N. Funk	Barry S. Ray
	Chief Executive Officer	Senior Executive Vice President and Chief Financial Officer
	319.356.5800	319.356.5800