# CNB Financial Corp: Form 10-Q for the period ended Mar 31, 2025

- Company: [CNB Financial Corp](/companies/ccne.md) (CIK 736772)
- Form: 10-Q
- Filed: 2025-05-07
- Accepted by EDGAR: May 7, 2025, 20:11 ET
- Period: 2025-03-31
- Accession: 0000736772-25-000087
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/736772/000073677225000087/ccne-20250331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/736772/000073677225000087/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $2.9m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | $11.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.50 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.50 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 20,925,388 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | $11.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $1.7m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2025-01-01 to 2025-03-31 | $3.8m | us-gaap:PaymentsOfDividendsCommonStock |
| Cash and equivalents | at 2025-03-31 | $520.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2025-03-31 | $6.30bn | us-gaap:Assets |
| Total liabilities | at 2025-03-31 | $5.67bn | us-gaap:Liabilities |
| Long-term debt | at 2025-03-31 | $84.6m | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2025-03-31 | $624.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 76,616 characters.

### MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

### AND RESULTS OF OPERATIONS

### GENERAL OVERVIEW

The following discussion and analysis of the condensed consolidated financial statements of the Corporation is presented to provide insight into management’s assessment of financial results. The terms "we", "us" and "our" refer to CNB Financial Corporation and its subsidiaries. The financial condition and results of operations of the Corporation and its consolidated subsidiaries are not necessarily indicative of future performance.

The Corporation is a financial holding company registered under the BHC Act. It was incorporated under the laws of the Commonwealth of Pennsylvania in 1983 for the purpose of engaging in the business of a financial holding company. The Corporation’s subsidiary, the Bank, provides financial services to individuals and businesses. The CNB Bank franchise's primary market areas are the Pennsylvania counties of Blair, Cambria, Centre, Clearfield, Elk, Indiana, Jefferson, and McKean. ERIEBANK, a division of the Bank, operates in the Pennsylvania counties of Crawford, Erie, and Warren and in the Ohio counties of Ashtabula, Cuyahoga, Geauga, Lake, and Lorain. FCBank, a division of the Bank, operates in the Ohio counties of Crawford, Delaware, Franklin, Knox, Marion, Morrow, and Richland. BankOnBuffalo, a division of the Bank, operates in the New York counties of Erie, Niagara, and Ontario. Ridge View Bank, a division of the Bank, operates in the Virginia counties of Botetourt, Craig, Franklin, New River Valley, and Roanoke. Impressia Bank, a division of the Bank, operates in the Bank’s primary market areas. Although the Corporation’s strategies, through the Bank, are executed based on the divisions discussed above, the Bank is a single Pennsylvania-chartered bank whereby all divisions of the Bank conduct their business on a doing business as basis.

In addition to the Bank, the Corporation has four other subsidiaries. CNB Securities Corporation is incorporated in Delaware and currently maintains investments in debt and equity securities. CNB Insurance Agency, incorporated in Pennsylvania, provides for the sale of nonproprietary annuities and other insurance products. CNB Risk Management, Inc., incorporated in Delaware, is a captive insurance company that insures against certain risks unique to the operations of the Corporation and its subsidiaries and for which insurance may not be currently available or economically feasible in today's insurance marketplace. Holiday Financial Services Corporation, incorporated in Pennsylvania, offers small balance unsecured loans and secured loans, primarily collateralized by automobiles and equipment, to borrowers with higher risk characteristics.

The following discussion should be read in conjunction with the Corporation’s consolidated financial statements and notes thereto for the year ended December 31, 2024, included the 2024 Form 10-K, and in conjunction with the condensed consolidated financial statements and notes thereto included in Item 1 of this report. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results for the full year ending December 31, 2025, or any future period.

#### Merger with ESSA Bancorp, Inc.

On January 9, 2025, the Corporation and CNB Bank entered into a definitive merger agreement (the “Merger Agreement”) with ESSA Bancorp, Inc. (“ESSA”) and its subsidiary bank, ESSA Bank & Trust Company (“ESSA Bank”), pursuant to which the Corporation will acquire ESSA in an all-stock transaction. Subject to the terms and conditions of the Merger Agreement, which has been approved by the boards of directors of each party, ESSA will merge with and into the Corporation, with the Corporation as the surviving entity, and immediately thereafter, ESSA Bank will merge with and into the Bank, with the Bank as the surviving bank (the “Merger”). Under the terms of the Merger Agreement, each outstanding share of ESSA common stock will be converted into the right to receive 0.8547 shares of the Corporation’s common stock. The transaction is currently expected to close in the third quarter of 2025, subject to customary closing conditions, including the receipt of regulatory approvals. At the Corporation’s 2025 Annual Meeting of Shareholders held on April 15, 2025, the Corporation’s shareholders voted to approve the issuance of shares of the Corporation’s common stock pursuant to the Merger Agreement.

### NON-GAAP FINANCIAL INFORMATION

This report contains references to financial measures that are not defined in GAAP. Management uses non-GAAP financial information in its analysis of the Corporation’s performance. Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. The Corporation’s management believes that investors may use these non-GAAP measures to analyze the Corporation’s financial performance without the impact of unusual items or events that may obscure trends in the Corporation’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures and that different companies might calculate these measures differently.

Non-GAAP measures reflected within the discussion below include:

- Merger costs, net of tax;
- Income available to common (excluding merger costs);
- Tangible book value per share and tangible book value per share (excluding merger costs);
- Tangible common equity/tangible assets and tangible common equity/tangible assets (excluding merger costs);
- Efficiency ratio (fully tax-equivalent basis) and efficiency ratio (fully tax-equivalent basis and excluding merger costs);
- Net interest margin (fully tax-equivalent basis);
- Pre-provision net revenue ("PPNR") and PPNR (excluding merger costs);
- Basic and diluted earnings per share (excluding merger costs);
- Dividend payout ratio (excluding merger costs);
- Return on average assets (excluding merger costs);
- Return on average equity (excluding merge costs); and
- Return on average tangible common equity and return on average tangible common equity (excluding merger costs)

A reconciliation of these non-GAAP financial measures is provided below in the "Non-GAAP Financial Measures" section.

### PRIMARY FACTORS USED TO EVALUATE PERFORMANCE

Management considers return on average assets, return on average equity, return on average tangible common equity, earnings per common share, tangible book value per common share, asset quality, net interest margin, and other metrics as key measures of the financial performance of the Corporation. The interest rate environment will continue to play an important role in the future earnings of the Corporation. To address the challenging interest rate and competitive environments, the Corporation continues to evaluate, develop and implement strategies necessary to support its ongoing financial performance objectives and future growth goals. Additionally, management frequently evaluates the potential impact of economic and geopolitical events that may have an impact on the credit risk profile of its customers and develops proactive strategies to mitigate such potential impacts on the Corporation’s loan portfolio.

### CASH AND CASH EQUIVALENTS

Cash and cash equivalents totaled $520.2 million at March 31, 2025, including additional excess liquidity of $447.1 million held at the Federal Reserve, compared to $375.0 million at December 31, 2024. These excess funds, when combined with collective contingent liquidity resources of $4.7 billion including (i) available borrowing capacity from the FHLB and the Federal Reserve, and (ii) available unused commitments from brokered deposit sources and other third-party funding channels, including previously established lines of credit from correspondent banks, result in the total available liquidity sources for the Corporation to be approximately 5.3 times the estimated amount of adjusted uninsured deposit balances.

Management believes the liquidity needs of the Corporation are satisfied primarily by the current balance of cash and cash equivalents, customer and brokered deposits, FHLB financing, the portions of the securities and loan portfolios that mature within one year, and other third-party funding channels. The Corporation expects that these sources of funds will enable it to meet cash obligations and off-balance sheet commitments as they come due. In addition to the above noted liquidity sources, the Corporation maintains access to the Federal Reserve discount window.

### SECURITIES

AFS debt securities and equity securities combined totaled $526.7 million and $479.0 million at March 31, 2025 and December 31, 2024, respectively. At March 31, 2025, the total balance of investments classified as HTM debt securities was $282.2 million compared to $306.1 million at December 31, 2024.

The Corporation’s objective is to maintain the investment securities portfolio at an appropriate level to balance the earnings and liquidity provided by the portfolio. Note 3, "Securities," to the condensed consolidated financial statements provides more detail concerning the composition of the Corporation’s securities portfolio and the process for evaluating securities for impairment.

The following table summarizes the maturity distribution schedule with corresponding weighted-average yields of AFS debt securities as of March 31, 2025. Weighted-average yields have been computed on a fully taxable-equivalent basis using a tax rate of 21%. Mortgage-backed securities are included in maturity categories based on their stated maturity date.

|  | March 31, 2025 Within One Year $ Amt. | Yield | After One But Within Five Years $ Amt. | Yield | After Five But Within Ten Years $ Amt. | Yield | After Ten Years $ Amt. | Yield | Total $ Amt. | Yield |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| U.S. Government Sponsored Entities | $9,651 | 4.63% | $— | —% | $— | —% | $— | —% | $9,651 | 4.63% |
| State and Political Subdivisions | 8,126 | 2.98 | 40,407 | 2.27 | 28,480 | 2.36 | 15,272 | 2.20 | 92,285 | 2.35 |
| Residential and multi-family mortgage | 4,967 | 2.92 | 5,740 | 2.85 | 16,637 | 1.77 | 343,532 | 3.83 | 370,876 | 3.71 |
| Corporate notes and bonds | 996 | 3.25 | 8,768 | 4.91 | 25,360 | 4.17 | — | — | 35,124 | 4.33 |
| Pooled SBA | — | — | 523 | 4.67 | 6,800 | 2.44 | 1,183 | 2.10 | 8,506 | 2.53 |
| Total | $23,740 | 3.65% | $55,438 | 2.77% | $77,277 | 2.83% | $359,987 | 3.76% | $516,442 | 3.51% |

The following table summarizes the maturity distribution schedule with corresponding weighted-average yields of HTM debt securities as of March 31, 2025:

|  | March 31, 2025 Within One Year $ Amt. | Yield | After One But Within Five Years $ Amt. | Yield | After Five But Within Ten Years $ Amt. | Yield | After Ten Years $ Amt. | Yield | Total $ Amt. | Yield |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| U.S. Government Sponsored Entities | $48,437 | 1.42% | $143,686 | 1.54% | $18,741 | 1.67% | $— | —% | $210,864 | 1.52% |
| Residential and multi-family mortgage | — | — | 276 | 2.89 | 4,219 | 2.76 | 66,800 | 2.32 | 71,295 | 2.35 |
| Total | $48,437 | 1.42% | $143,962 | 1.54% | $22,960 | 1.87% | $66,800 | 2.32% | $282,159 | 1.73% |

The following table summarizes the weighted average modified duration of AFS securities as of March 31, 2025:

|  | Weighted Average Modified Duration (in Years) |
| --- | ---: |
| U.S. Government Sponsored Entities | 0.19 |
| State and Political Subdivisions | 4.66 |
| Residential and multi-family mortgage | 3.40 |
| Corporate notes and bonds | 4.07 |
| Pooled SBA | 2.17 |
| Total | 3.59 |

46

The following table summarizes the weighted average modified duration of securities HTM as of March 31, 2025:

|  | Weighted Average Modified Duration (in Years) |
| --- | ---: |
| U.S. Government Sponsored Entities | 2.24 |
| Residential and multi-family mortgage | 5.69 |
| Total | 2.86 |

The portfolio contains no holdings of a single issuer that exceeds 10% of shareholders’ equity other than U.S. government sponsored entities.

The Corporation generally purchases debt securities over time and does not attempt to "time" its transactions, which allows for more efficient management of fluctuations in the interest rate environment. The Corporation's strategy given the current environment is to focus on lower risk securities and shorter durations that complement the current portfolio investment ladder, coupled with consistent reinvestment of cash flows to replace lower earning assets.

The Corporation monitors the earnings performance and the effectiveness of the liquidity of the securities portfolio on a regular basis through meetings of the Asset/Liability Committee ("ALCO"). The ALCO also reviews and manages interest rate risk for the Corporation. Through active balance sheet management and analysis of the securities portfolio, a sufficient level of liquidity is maintained to satisfy depositor requirements and various credit needs of our customers.

### LOANS RECEIVABLE

Note 4, "Loans Receivable and Allowance for Credit Losses," to the condensed consolidated financial statements provides more detail concerning the loan portfolio of the Corporation.

At March 31, 2025, loans, excluding the impact of syndicated loans, totaled $4.5 billion, representing an increase of $11.7 million, or 0.26% year to date increase (1.05% annualized), from December 31, 2024. The increase in loans for the quarter ended March 31, 2025 compared to December 31, 2024 was primarily driven by growth in the BankOnBuffalo, Ridge View Bank and the legacy CNB markets.

At March 31, 2025, the Corporation's condensed consolidated balance sheet reflected a decrease in syndicated lending balances of $10.7 million compared to December 31, 2024, primarily resulting from scheduled paydowns or early payoffs of certain syndicated loans. The syndicated loan portfolio totaled $69.2 million, or 1.50% of total loans, at March 31, 2025, compared to $79.9 million, or 1.73% of total loans at December 31, 2024. The Corporation closely manages the level and composition of its syndicated loan portfolio to ensure it continues to provide a high credit quality, profitable use of excess liquidity to complement the Corporation’s loan growth from its in-market customer relationships.

#### Loan Origination/Risk Management

The Corporation has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and nonperforming, and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions. The Corporation has not underwritten any hybrid loans, payment option loans, or low documentation/no documentation loans. Variable rate loans are generally underwritten at the fully indexed rate. Loan underwriting policies and procedures have not changed materially between any periods presented. As discussed more fully above, syndicated loan purchases are underwritten utilizing the same process as the Corporation’s originated loans.

The Corporation continues to explore the credit and reputational risks associated with climate change and their potential impact on the foregoing, while closely monitoring regulatory developments on climate risk. This includes, among other things, researching and developing a formalized approach to considering climate change related risks in the Corporation's underwriting processes. This approach will be impacted, in part, by the accessibility and reliability of both customer climate risk data and climate risk data in general. One of the objectives of these efforts is to enable the Corporation to better understand the climate change related risks associated with the Corporation's customers' business activities and to be able to monitor their response to those risks and their ultimate impact on the Corporation's customers.

#### Loan Portfolio Profile

As part of its lending policy and risk management activities, the Corporation tracks lending exposure by industry classification and type to determine potential risks associated with industry concentrations, and to identify any concentration risk issues that could lead to additional credit loss exposure. An important and recurring part of this process involves the Corporation’s continued measurement and evaluation of its exposure to the office, hospitality, and multifamily industries within its commercial real estate portfolio. Even given the Corporation’s historically sound underwriting protocols and high credit quality standards for borrowers in the commercial real estate industry segments, the Corporation monitors numerous relevant sensitivity elements, including occupancy, loan-to-value, absorption and cap rates, debt service coverage and covenant compliance, and developer/lessor financial strength both in the project and globally. At March 31, 2025, the Corporation had the following key metrics related to its office, hospitality and multifamily portfolios:

- Commercial office loans:
- There were 112 outstanding loans, totaling $109.2 million, or 2.37% of total Corporation loans outstanding;
- There were no nonaccrual commercial office loans;
- There were two past due commercial office loans that totaled $216 thousand, or 0.20% of total commercial office loans outstanding; and
- The average outstanding balance per commercial office loan was $975 thousand.
- Commercial hospitality loans:
- There were 162 outstanding loans, totaling $323.1 million, or 7.01% of total Corporation loans outstanding;
- There were no nonaccrual commercial hospitality loans;
- There was one past due commercial hospitality loan that totaled $157 thousand, or 0.05% of total commercial hospitality loans outstanding; and
- The average outstanding balance per commercial hospitality loan was $2.0 million.
- Commercial multifamily loans:
- There were 227 outstanding loans, totaling $373.4 million, or 8.10% of total Corporation loans outstanding;
- There were two nonaccrual commercial multifamily loans that totaled $20.5 million, or 5.50% of total multifamily loans outstanding. As previously discussed, one customer relationship did have a specific reserve of $885 thousand, while the other customer relationship did not have a related specific loss reserve;
- There were two past due commercial multifamily loans that totaled $20.5 million, or 5.50% of total commercial multifamily loans outstanding; and
- The average outstanding balance per commercial multifamily loan was $1.6 million.

The following table summarize the geographic region (based upon metropolitan statistical areas) in which the commercial office, hospitality and multifamily loans were originated as of March 31, 2025:

| Commercial Office Geographic Region: | March 31, 2025 |
| --- | ---: |
| Buffalo, NY | 33.75% |
| Cleveland, OH | 31.03 |
| Cincinnati, OH | 10.10 |
| Erie-Meadville, PA | 6.02 |
| All other geographical regions | 19.10 |
| Total Commercial Office | 100.00% |
| Commercial Hospitality |  |
| Geographic Region: |  |
| Buffalo, NY | 18.60% |
| Columbus, OH | 13.90 |
| Pittsburgh, PA | 16.92 |
| Cleveland, OH | 9.49 |
| All other geographical regions | 41.09 |
| Total Commercial Hospitality | 100.00% |
| Commercial Multifamily |  |
| Geographic Region: |  |
| Cleveland, OH | 44.44% |
| Buffalo, NY | 22.53 |
| Columbus, OH | 16.21 |
| All other geographical regions | 16.82 |
| Total Commercial Multifamily | 100.00% |

The Corporation had no commercial office, hospitality or multifamily loan relationships considered by the banking regulators to be high volatility commercial real estate ("HVCRE") credits.

#### Maturities and Sensitivities of Loans Receivable to Changes in Interest Rate

The following table presents the maturity distribution of the Corporation's loans receivable at March 31, 2025. The table also presents the portion of loans receivable that have fixed interest rates or variable interest rates that fluctuate over the life of the loans in accordance with changes in an interest rate index.

| Loans Receivable with Fixed Interest Rate | March 31, 2025 Due in One Year or Less | After One, but Within Five Years | After Five but Within Fifteen Years | After Fifteen Years | Total |
| --- | ---: | ---: | ---: | ---: | ---: |
| Farmland | $750 | $1,194 | $5,700 | $— | $7,644 |
| Owner-occupied, nonfarm nonresidential properties | 22,634 | 25,642 | 11,466 | 2,088 | 61,830 |
| Agricultural production and other loans to farmers | 26 | 44 | — | 9 | 79 |
| Commercial and Industrial | 17,439 | 197,002 | 56,651 | 23,564 | 294,656 |
| Obligations (other than securities and leases) of states and political subdivisions | 3,456 | 15,083 | 76,858 | 6,048 | 101,445 |
| Other loans | 271 | 1,168 | 990 | 12,323 | 14,752 |
| Other construction loans and all land development and other land loans (1) | 54,573 | 14,344 | 7,827 | 884 | 77,628 |
| Multifamily (5 or more) residential properties | 48,484 | 10,737 | 6,748 | 136 | 66,105 |
| Non-owner occupied, nonfarm nonresidential properties | 44,084 | 133,372 | 59,338 | 923 | 237,717 |
| 1-4 Family Construction (1) | 187 | — | — | — | 187 |
| Home equity lines of credit | 5 | 78 | 331 | 282 | 696 |
| Residential Mortgages secured by first liens | 4,215 | 28,826 | 206,875 | 131,747 | 371,663 |
| Residential Mortgages secured by junior liens | 338 | 6,951 | 67,691 | 15,802 | 90,782 |
| Other revolving credit plans | 10 | 11 | 23 | 1 | 45 |
| Automobile | 720 | 14,521 | 4,498 | — | 19,739 |
| Other consumer | 4,340 | 30,889 | 8,467 | 7,662 | 51,358 |
| Credit cards | — | — | — | — | — |
| Overdrafts | — | — | — | — | — |
| Total | $201,532 | $479,862 | $513,463 | $201,469 | $1,396,326 |
| Loans Receivable with Variable or Floating Interest Rate |  |  |  |  |  |
| Farmland | $1,913 | $4,226 | $7,972 | $7,643 | $21,754 |
| Owner-occupied, nonfarm nonresidential properties | 16,891 | 95,332 | 288,340 | 58,105 | 458,668 |
| Agricultural production and other loans to farmers | 770 | 36 | 5,520 | — | 6,326 |
| Commercial and Industrial | 278,015 | 76,661 | 57,852 | 1,506 | 414,034 |
| Obligations (other than securities and leases) of states and political subdivisions | 1,663 | 3,105 | 10,761 | 20,175 | 35,704 |
| Other loans | 2,105 | 2,504 | 8,096 | — | 12,705 |
| Other construction loans and all land development and other land loans (1) | 95,246 | 76,415 | 24,033 | 13,242 | 208,936 |
| Multifamily (5 or more) residential properties | 62,226 | 51,000 | 242,252 | 4,419 | 359,897 |
| Non-owner occupied, nonfarm nonresidential properties | 147,381 | 208,827 | 397,463 | 50,062 | 803,733 |
| 1-4 Family Construction (1) | 4,934 | 5,359 | 1,380 | 4,610 | 16,283 |
| Home equity lines of credit | 9,462 | 10,484 | 38,968 | 119,519 | 178,433 |
| Residential Mortgages secured by first liens | 18,950 | 24,546 | 128,817 | 458,993 | 631,306 |
| Residential Mortgages secured by junior liens | 1,544 | 454 | 13,205 | 1,001 | 16,204 |
| Other revolving credit plans | 8,238 | 2,198 | 23,606 | 1,273 | 35,315 |
| Automobile | — | — | — | — | — |
| Other consumer | 6 | 66 | 85 | 59 | 216 |
| Credit cards | 13,978 | — | — | — | 13,978 |
| Overdrafts | 191 | — | — | — | 191 |
| Total | $663,513 | $561,213 | $1,248,350 | $740,607 | $3,213,683 |
| (1) 1-4 family construction loans and other construction loans and all land development and other land loans segments include loans that are construction to permanent loans in which the loan segment will change when the construction period has concluded. |  |  |  |  |  |

50

#### Loans Receivable Concentration

At March 31, 2025, no industry concentration existed which exceeded 10% of the total loan portfolio.

#### Loans Receivable Credit Quality

The following table presents information concerning the loan portfolio delinquency and other nonperforming assets at March 31, 2025 and December 31, 2024:

|  | March 31, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Nonaccrual loans | $54,079 | $56,323 |
| Accrual loans greater than 90 days past due | 308 | 653 |
| Total nonperforming loans | 54,387 | 56,976 |
| Other real estate owned | 1,664 | 2,509 |
| Total nonperforming assets | $56,051 | $59,485 |
| Total loans receivable | $4,610,009 | $4,608,956 |
| Nonaccrual loans as a percentage of total loans receivable | 1.17% | 1.22% |
| Total assets | $6,295,508 | $6,192,010 |
| Nonperforming assets as a percentage of total assets | 0.89% | 0.96% |
| Allowance for credit losses on loans receivable | $47,357 | $47,357 |
| Allowance for credit losses / Total loans | 1.03% | 1.03% |
| Ratio of allowance for credit losses to nonaccrual loans | 87.57% | 84.08% |

Total nonperforming assets were $56.1 million, or 0.89% of total assets, as of March 31, 2025, compared to $59.5 million, or 0.96% of total assets, as of December 31, 2024. In addition, the allowance for credit losses as a percentage of nonaccrual loans was 87.57% at March 31, 2025, compared to 84.08% at December 31, 2024. The decrease in nonperforming assets for the three months ended March 31, 2025, compared to December 31, 2024 was primarily due to paydowns to nonaccrual loans, charge-offs, and the sale of an other real estate owned property.

The Corporation has established written lending policies and procedures that require underwriting standards, loan documentation, and credit analysis standards to be met prior to funding a loan. Subsequent to the funding of a loan, ongoing review of credits is required. Credit reviews are performed quarterly by an outsourced loan review firm and cover approximately 65% of the commercial loan portfolio on an annual basis. In addition, the external independent loan review firm reviews past due loans and all significant classified assets and nonaccrual loans annually.

Potential problem loans consist of loans that are performing in accordance with contractual terms but for which management has concerns about the ability of a borrower to continue to comply with contractual repayment terms because of the borrower’s potential operating or financial difficulties. Management monitors these "watchlist" loans monthly to determine potential losses within the commercial loan portfolio. The "watchlist" is comprised of all credits risk rated special mention, substandard and doubtful.

### ALLOWANCE FOR CREDIT LOSSES

The amount of each allowance for credit losses account represents management's best estimate of current expected credit losses on these financial instruments considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument. Relevant available information includes historical credit loss experience, current conditions, and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant internal and external factors. While management utilizes its best judgment and information available, the ultimate adequacy of the Corporation's allowance for credit losses account is dependent upon a variety of factors beyond the Corporation's control, including the performance of the Corporation's loan portfolios, the economy, changes in interest rates, and the view of the regulatory authorities toward classification of assets. The adequacy of the allowance for credit losses is subject to a formal analysis by the Credit Administration and Finance Departments of the Corporation. For additional information regarding the Corporation's accounting policies related to credit losses, refer to Note 1, "Summary of Significant Accounting Policies," to the consolidated financial statements in the 2024 Form 10-K and Note 4, "Loans Receivable and Allowance for Credit Losses," to these condensed consolidated financial statements elsewhere in this report.

The tables below provide an allocation of the allowance for credit losses on loans receivable by loan portfolio segment at March 31, 2025 and December 31, 2024; however, allocation of a portion of the allowance for credit losses to one segment does not preclude its availability to absorb losses in other segments.

|  | March 31, 2025 Amount of Allowance Allocated | Percent of Loans in Each Category to Total Loans Receivable | Total Loans Receivable | Ratio of Allowance Allocated to Loans Receivable in Each Category |
| --- | ---: | ---: | ---: | ---: |
| Farmland | $161 | 0.64% | $29,398 | 0.55% |
| Owner-occupied, nonfarm nonresidential properties | 5,827 | 11.29 | 520,498 | 1.12 |
| Agricultural production and other loans to farmers | 39 | 0.14 | 6,405 | 0.61 |
| Commercial and Industrial | 7,210 | 15.37 | 708,690 | 1.02 |
| Obligations (other than securities and leases) of states and political subdivisions | 1,371 | 2.97 | 137,149 | 1.00 |
| Other loans | 326 | 0.59 | 27,457 | 1.19 |
| Other construction loans and all land development and other land loans | 2,569 | 6.22 | 286,564 | 0.90 |
| Multifamily (5 or more) residential properties | 3,092 | 9.24 | 426,002 | 0.73 |
| Non-owner occupied, nonfarm nonresidential properties | 10,172 | 22.59 | 1,041,450 | 0.98 |
| 1-4 Family Construction | 122 | 0.36 | 16,470 | 0.74 |
| Home equity lines of credit | 1,564 | 3.89 | 179,129 | 0.87 |
| Residential Mortgages secured by first liens | 9,099 | 21.76 | 1,002,969 | 0.91 |
| Residential Mortgages secured by junior liens | 1,451 | 2.32 | 106,986 | 1.36 |
| Other revolving credit plans | 855 | 0.77 | 35,360 | 2.42 |
| Automobile | 262 | 0.43 | 19,739 | 1.33 |
| Other consumer | 2,921 | 1.12 | 51,574 | 5.66 |
| Credit cards | 125 | 0.30 | 13,978 | 0.89 |
| Overdrafts | 191 | — | 191 | 100.00 |
| Total | $47,357 | 100.00% | $4,610,009 | 1.03% |

|  | December 31, 2024 Amount of Allowance Allocated | Percent of Loans in Each Category to Total Loans Receivable | Total Loans Receivable | Ratio of Allowance Allocated to Loans Receivable in Each Category |
| --- | ---: | ---: | ---: | ---: |
| Farmland | $167 | 0.67% | $31,099 | 0.54% |
| Owner-occupied, nonfarm nonresidential properties | 5,696 | 11.18 | 515,208 | 1.11 |
| Agricultural production and other loans to farmers | 37 | 0.14 | 6,492 | 0.57 |
| Commercial and Industrial | 7,759 | 15.60 | 718,775 | 1.08 |
| Obligations (other than securities and leases) of states and political subdivisions | 1,369 | 3.05 | 140,430 | 0.97 |
| Other loans | 329 | 0.61 | 28,110 | 1.17 |
| Other construction loans and all land development and other land loans | 2,571 | 6.14 | 282,912 | 0.91 |
| Multifamily (5 or more) residential properties | 2,969 | 8.92 | 411,146 | 0.72 |
| Non-owner occupied, nonfarm nonresidential properties | 10,110 | 22.42 | 1,033,541 | 0.98 |
| 1-4 Family Construction | 198 | 0.57 | 26,431 | 0.75 |
| Home equity lines of credit | 1,340 | 3.61 | 166,327 | 0.81 |
| Residential Mortgages secured by first liens | 8,958 | 21.97 | 1,012,746 | 0.88 |
| Residential Mortgages secured by junior liens | 1,343 | 2.31 | 106,462 | 1.26 |
| Other revolving credit plans | 960 | 0.89 | 41,095 | 2.34 |
| Automobile | 275 | 0.45 | 20,961 | 1.31 |
| Other consumer | 2,892 | 1.17 | 53,821 | 5.37 |
| Credit cards | 127 | 0.29 | 13,143 | 0.97 |
| Overdrafts | 257 | 0.01 | 257 | 100.00 |
| Total | $47,357 | 100.00% | $4,608,956 | 1.03% |

52

The allowance for credit losses measured as a percentage of total loans receivable was 1.03% as of March 31, 2025 and 1.03% as of December 31, 2024.

The Corporation's allowance for credit losses is influenced by loan volumes, risk rating migration, delinquency status and other internal and external conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions and other external factors.

For the three months ended March 31, 2025, the allowance for credit losses remained unchanged, reflecting stable credit quality in the loan portfolio. Significant uncertainty persists regarding the domestic and global economy due to changes to U.S. tariffs and corresponding policy changes by U.S. trading partners, continued elevated interest rates, fluctuating levels of consumer confidence, and geopolitical conflicts. Management will continue to proactively evaluate its estimate of expected credit losses as new information becomes available.

Note 4, "Loans Receivable and Allowance for Credit Losses," to the condensed consolidated financial statements provides further disclosure of loan balances by portfolio segment as of March 31, 2025 and December 31, 2024.

Additional information related to provision for credit loss expense and net charge-offs and recoveries for the three months ended March 31, 2025 and 2024 is presented in the tables below.

|  | Three Months Ended March 31, 2025 Provision (Benefit) for Credit Losses on Loans Receivable (1) | Net (Charge-Offs) Recoveries | Average Loans Receivable | Ratio of Annualized Net (Charge-Offs) Recoveries to Average Loans Receivable |
| --- | ---: | ---: | ---: | ---: |
| Farmland | $(6) | $— | $30,912 | —% |
| Owner-occupied, nonfarm nonresidential properties | 140 | (9) | 530,038 | (0.01) |
| Agricultural production and other loans to farmers | 2 | — | 6,574 | — |
| Commercial and Industrial | 101 | (650) | 727,769 | (0.36) |
| Obligations (other than securities and leases) of states and political subdivisions | 2 | — | 142,098 | — |
| Other loans | (3) | — | 28,932 | — |
| Other construction loans and all land development and other land loans | (2) | — | 277,841 | — |
| Multifamily (5 or more) residential properties | 123 | — | 402,532 | — |
| Non-owner occupied, nonfarm nonresidential properties | 62 | — | 1,006,641 | — |
| 1-4 Family Construction | (76) | — | 20,584 | — |
| Home equity lines of credit | 224 | — | 172,126 | — |
| Residential Mortgages secured by first liens | 175 | (34) | 1,014,716 | (0.01) |
| Residential Mortgages secured by junior liens | 108 | — | 106,878 | — |
| Other revolving credit plans | (103) | (2) | 36,608 | (0.02) |
| Automobile | (13) | — | 20,314 | — |
| Other consumer | 584 | (555) | 52,237 | (4.31) |
| Credit cards | 116 | (118) | 14,352 | (3.33) |
| Overdrafts | 5 | (71) | 243 | (118.50) |
| Total | $1,439 | $(1,439) | $4,591,395 | (0.13)% |

(1) Excludes provision for credit losses related to unfunded commitments. Note 9, "Off-Balance Sheet Commitments and Contingencies," to the condensed consolidated financial statements provides more detail concerning the provision for credit losses related to unfunded commitments of the Corporation.

|  | Three Months Ended March 31, 2024 Provision (Benefit) for Credit Losses on Loans Receivable (1) | Net (Charge-Offs) Recoveries | Average Loans Receivable | Ratio of Annualized Net (Charge-Offs) Recoveries to Average Loans Receivable |
| --- | ---: | ---: | ---: | ---: |
| Farmland | $9 | $— | $32,243 | —% |
| Owner-occupied, nonfarm nonresidential properties | 1,111 | (587) | 511,312 | (0.46) |
| Agricultural production and other loans to farmers | 1 | — | 1,685 | — |
| Commercial and Industrial | (418) | (42) | 704,491 | (0.02) |
| Obligations (other than securities and leases) of states and political subdivisions | (76) | — | 154,633 | — |
| Other loans | (9) | — | 25,354 | — |
| Other construction loans and all land development and other land loans | 222 | — | 496,852 | — |
| Multifamily (5 or more) residential properties | 37 | — | 246,482 | — |
| Non-owner occupied, nonfarm nonresidential properties | (385) | — | 865,378 | — |
| 1-4 Family Construction | (53) | — | 48,023 | — |
| Home equity lines of credit | 65 | 1 | 131,950 | — |
| Residential Mortgages secured by first liens | 382 | (64) | 989,734 | (0.03) |
| Residential Mortgages secured by junior liens | (45) | — | 91,756 | — |
| Other revolving credit plans | (107) | (12) | 40,814 | (0.12) |
| Automobile | (47) | (7) | 24,302 | (0.12) |
| Other consumer | 548 | (490) | 50,572 | (3.90) |
| Credit cards | 27 | (24) | 12,912 | (0.75) |
| Overdrafts | 82 | (119) | 258 | (185.51) |
| Total | $1,344 | $(1,344) | $4,428,751 | (0.12)% |

(1) Excludes provision for credit losses related to unfunded commitments. Note 9, "Off-Balance Sheet Commitments and Contingencies," to the condensed consolidated financial statements provides more detail concerning the provision for credit losses related to unfunded commitments of the Corporation.

Provision for credit losses was $1.6 million for the three months ended March 31, 2025, compared to $1.3 million for the three months ended March 31, 2024. Included in the provision for credit losses for the three months ended March 31, 2025 was $117 thousand related to the allowance for unfunded commitments compared to $24 thousand benefit towards the allowance for unfunded commitments for the three months ended March 31, 2024.

### DEPOSITS

The Corporation’s sources of funds are deposits, borrowings, amortization and repayment of loan principal, interest earned on or maturation of investment securities, and funds provided from operations. The Corporation considers deposits to be its primary source of funding in support of growth in assets.

|  | March 31, 2025 | Percent of Deposits in Each Category to Total Deposits | December 31, 2024 | Percent of Deposits in Each Category to Total Deposits | Percentage Change in Each Category 2025 vs. 2024 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Demand, noninterest-bearing | $842,398 | 15.4% | $819,680 | 15.2% | 2.8% |
| Demand, interest-bearing | 719,460 | 13.2 | 706,796 | 13.2 | 1.8 |
| Savings deposits | 3,160,618 | 57.9 | 3,122,028 | 58.1 | 1.2 |
| Time deposits | 737,602 | 13.5 | 722,860 | 13.5 | 2.0 |
| Total deposits | $5,460,078 | 100.0% | $5,371,364 | 100.0% | 1.7% |

At March 31, 2025, total deposits were $5.5 billion, reflecting an increase of $88.7 million, or 1.65%, from December 31, 2024. The increase in deposit balances was driven by higher retail and municipal deposits, coupled with growth in retail time deposits.

The following table sets forth the average balances of and the average rates paid on deposits for the periods indicated.

|  | Three Months Ended March 31, 2025 Average Amount | Annual Rate | 2024 Average Amount | Annual Rate |
| --- | ---: | ---: | ---: | ---: |
| Demand, noninterest-bearing | $814,441 | —% | $736,965 | —% |
| Demand, interest-bearing | 704,874 | 0.88 | 739,931 | 0.65 |
| Savings deposits | 3,131,697 | 3.09 | 2,965,279 | 3.47 |
| Time deposits | 738,129 | 3.99 | 523,925 | 3.64 |
| Total | $5,389,141 |  | $4,966,100 |  |

At March 31, 2025, the average deposit balance per account for the Bank was approximately $34 thousand, which has remained stable at this level for an extended period.

The following table presents additional information about our March 31, 2025 and December 31, 2024 deposits:

|  | March 31, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Time deposits not covered by deposit insurance | $61,619 | $58,330 |
| Total deposits not covered by deposit insurance | 1,554,285 | 1,516,839 |

At March 31, 2025, the total estimated uninsured deposits for the Bank were approximately $1.6 billion, or approximately 27.94% of total Bank deposits. However, when excluding $101.9 million of affiliate company deposits and $481.2 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits was approximately $971.1 million, or approximately 17.46% of total Bank deposits as of March 31, 2025.

At December 31, 2024, the total estimated uninsured deposits for the Bank were approximately $1.5 billion, or approximately 27.71% of total Bank deposits. However, when excluding affiliate company deposits of $101.9 million and pledged-investment collateralized deposits of $429.0 million, the adjusted amount and percentage of total estimated uninsured deposits was approximately $986.0 million, or approximately 18.01% of total Bank deposits as of December 31, 2024.

Scheduled maturities of time deposits not covered by deposit insurance at March 31, 2025 were as follows:

|  | March 31, 2025 |
| --- | ---: |
| 3 months or less | $8,250 |
| Over 3 through 6 months | 9,540 |
| Over 6 through 12 months | 39,515 |
| Over 12 months | 4,314 |
| Total | $61,619 |

### LIQUIDITY AND CAPITAL RESOURCES

#### Liquidity

Liquidity measures an organization’s ability to meet its cash obligations as they come due. The liquidity of a financial institution reflects its ability to meet loan requests, to accommodate possible outflows in deposits and to take advantage of interest rate market opportunities. The ability of a financial institution to meet its current financial obligations is a function of its balance sheet structure, its ability to liquidate assets and its access to alternative sources of funds.

The Corporation’s expected material cash requirements for the twelve months ended March 31, 2026 and thereafter consist of withdrawals by depositors, credit commitments to borrowers, shareholder dividends, share repurchases, operating expenses, and capital expenditures that are pursuant to the Corporation's strategic initiatives. The Corporation expects to satisfy these short-term and long-term cash requirements through deposit growth, principal and interest payments from loans and investment securities, maturing loans and investment securities, as well as by maintaining access to wholesale funding sources.

The objective of the Corporation's liquidity management is to manage cash flow and liquidity reserves so that they are adequate to fund the Corporation's operations and to meet cash obligations and other commitments on a timely basis and at a reasonable cost. The Corporation seeks to achieve this objective and ensure that funding needs are met by maintaining an appropriate level of liquid funds through asset/liability management, which includes managing the mix and time to maturity of financial assets and financial liabilities on its balance sheet. The Corporation's liquidity position is enhanced by its ability to raise additional funds as needed in the wholesale markets.

Asset liquidity is provided by liquid assets which are readily marketable or pledgeable or which will mature in the near future. Liquid assets include cash, interest-bearing deposits in banks, including the Federal Reserve, and AFS debt securities. Liability liquidity is provided by access to funding sources which include core deposits, correspondent banks and other wholesale funding sources.

The Corporation's liquidity position is continuously monitored and adjustments are made to the balance between sources and uses of funds as deemed appropriate. Liquidity risk management is an important element in the Corporation's asset/liability management process. The Corporation regularly models liquidity stress scenarios to assess potential liquidity outflows or potential funding shortfalls resulting from economic disruptions, volatility in the financial markets, unexpected credit events or other significant occurrences deemed problematic by management. These scenarios are incorporated into the Corporation's contingency funding plan, which provides the basis for the identification of its liquidity needs.

At March 31, 2025, the Corporation’s cash and cash equivalents position was approximately $520.2 million, including liquidity of $447.1 million held at the Federal Reserve. These excess funds, when combined with $4.7 billion in (i) available borrowing capacity from the FHLB and the Federal Reserve, and (ii) available unused commitments from brokered deposit sources and other third-party funding channels, including previously established lines of credit from correspondent banks, result in the total available liquidity sources for the Corporation to be approximately 5.3 times the estimated amount of adjusted uninsured deposit balances discussed above.

The following table summarizes the Corporation's net available liquidity and borrowing capacities as of March 31, 2025:

|  | Net Available |
| --- | ---: |
| FHLB borrowing capacity (1) | $1,231,650 |
| Federal Reserve borrowing capacity (2) | 496,532 |
| Brokered deposits (3) | 2,068,431 |
| Other third-party funding channels (3) (4) | 887,543 |
| Total net available liquidity and borrowing capacity | $4,684,156 |

(1) Availability contingent on the FHLB activity-based stock ownership requirement

(2) Includes access to discount window and BIC program

(3) Availability contingent on internal borrowing guidelines

(4) Availability contingent on correspondent bank approvals at time of borrowing

As of March 31, 2025, management is not aware of any events that are reasonably likely to have a material adverse effect on the Corporation's liquidity, capital resources or operations. In addition, management is not aware of any regulatory recommendations regarding liquidity that would have a material adverse effect on the Corporation.

In the ordinary course of business, the Corporation has entered into contractual obligations and have made other commitments to make future payments. Refer to the accompanying notes to condensed consolidated financial statements elsewhere in this report for the expected timing of such payments as of March 31, 2025. The Corporation’s material contractual obligations as of March 31, 2025 consist of (i) long-term borrowings - Note 7, "Borrowings," (ii) operating leases - Note 5, "Leases," (iii) time deposits with stated maturity dates - Note 6, "Deposits," and (iv) commitments to extend credit and standby letters of credit - Note 9, "Off-Balance Sheet Commitments and Contingencies."

#### Shareholders’ Equity, Capital Ratios and Metrics

As of March 31, 2025, the Corporation’s total shareholders’ equity was $624.5 million, representing an increase of $13.8 million, or 2.26%, from December 31, 2024, primarily due to an increase in the Corporation's retained earnings (net income, partially offset by the common and preferred stock dividends paid) and a decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation's available-for-sale portfolio.

The Corporation has complied with the standards of capital adequacy mandated by government regulations. Bank regulators have established "risk-based" capital requirements designed to measure capital adequacy. Risk-based capital ratios reflect the relative risks of various assets banks hold in their portfolios. A weight category (0% for the lowest risk assets and increasing for each tier of higher risk assets) is assigned to each asset on the balance sheet.

As of March 31, 2025 all of the Corporation's capital ratios exceeded regulatory "well-capitalized" levels. The Corporation's capital ratios and book value per common share at March 31, 2025 and December 31, 2024 were as follows:

|  | March 31, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Total risk-based ratio | 16.30% | 16.16% |
| Tier 1 risk-based ratio | 13.50% | 13.41% |
| Common equity tier 1 ratio | 11.85% | 11.76% |
| Tier 1 leverage ratio | 10.27% | 10.43% |
| Common shareholders' equity/total assets | 9.00% | 8.93% |
| Tangible common equity/tangible assets (1) | 8.36% | 8.28% |
| Tangible common equity/tangible assets (excluding merger costs) (1) | 8.38% | 8.28% |
| Book value per common share | $27.01 | $26.34 |
| Book value per common share (excluding merger costs) (1) | $27.08 | $26.34 |
| Tangible book value per common share (1) | $24.91 | $24.24 |
| Tangible book value per common share (excluding merger costs) (1) | $24.98 | $24.24 |

(1) Tangible common equity, tangible assets, book value per common share (excluding merger costs), and tangible book value per common share are non-GAAP financial measures calculated using GAAP amounts. Tangible common equity is calculated by excluding the balance of goodwill and other intangible assets and preferred equity from the calculation of shareholders’ equity. Tangible assets is calculated by excluding the balance of goodwill and other intangible assets from the calculation of total assets. Tangible book value per common share is calculated by dividing tangible common equity by the number of shares outstanding. The Corporation believes that these non-GAAP financial measures provide information to investors that is useful in understanding its financial condition. Because not all companies use the same calculation of tangible common equity and tangible assets, this presentation may not be comparable to other similarly titled measures calculated by other companies. A reconciliation of these non-GAAP financial measures is provided in the "Non-GAAP Financial Measures" section in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

At March 31, 2025, the Corporation's pre-tax net unrealized losses on available-for-sale and held-to-maturity securities totaled approximately $61.7 million, or 9.88% of total shareholders' equity, compared to $74.8 million, or 12.25% of total shareholders' equity at December 31, 2024. The change in unrealized losses was primarily due to changes in the yield curve during the first quarter of 2025 compared to 2024, coupled with the Corporation's scheduled bond maturities, which were all realized at par. Importantly, all regulatory capital ratios for the Corporation would exceed regulatory "well-capitalized" levels as of both March 31, 2025 and December 31, 2024 if the net unrealized losses at the respective dates were fully recognized. Additionally, the Corporation continued to maintain excess liquidity totaling approximately $100.7 million of liquid funds at March 31, 2025, which more than covers the $61.7 million in combined available-for-sale and held-to-maturity unrealized losses on investments held primarily in its wholly-owned banking subsidiary, as an immediately available source of contingent capital to be down-streamed to the Bank, if necessary.

### AVERAGE BALANCES, INTEREST RATES AND YIELDS

The loans receivable categories used to monitor and analyze interest income and yields are different than the portfolio segments used to determine the allowance for credit losses for loans receivable. The allowance for credit losses was calculated by pooling loans of similar credit risk characteristics and credit monitoring procedures. See Note 4, "Loans Receivable and Allowance for Credit Losses," for more information about pooling of loans receivable for the allowance for credit losses.

The following table presents average balances of certain measures of our financial condition and net interest margin for the three months ended March 31, 2025 and 2024:

| ASSETS: Securities: | Average Balances, Income and Interest Rates on a Taxable Equivalent Basis For the Three Months Ended, March 31, 2025 Average Balance | Annual Rate | Interest Inc./Exp. | March 31, 2024 Average Balance | Annual Rate | Interest Inc./Exp. |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Taxable (1) (4) | $765,654 | 2.73% | $5,461 | $696,851 | 1.96% | $3,651 |
| Tax-exempt (1) (2) (4) | 25,345 | 2.69 | 181 | 27,743 | 2.59 | 191 |
| Equity securities (1) (2) | 7,428 | 5.84 | 107 | 6,772 | 5.64 | 95 |
| Total securities (4) | 798,427 | 2.75 | 5,749 | 731,366 | 2.01 | 3,937 |
| Loans receivable: |  |  |  |  |  |  |
| Commercial (2) (3) | 1,466,323 | 6.74 | 24,369 | 1,429,718 | 6.90 | 24,519 |
| Mortgage and loans held for sale (2) (3) | 3,001,317 | 6.02 | 44,572 | 2,870,175 | 6.08 | 43,403 |
| Consumer (3) | 123,755 | 12.01 | 3,665 | 128,858 | 11.79 | 3,778 |
| Total loans receivable (3) | 4,591,395 | 6.41 | 72,606 | 4,428,751 | 6.51 | 71,700 |
| Interest-bearing deposits with the Federal Reserve and other financial institutions | 413,704 | 4.20 | 4,284 | 190,009 | 5.26 | 2,485 |
| Total earning assets | 5,803,526 | 5.73 | $82,639 | 5,350,126 | 5.81 | $78,122 |
| Noninterest-bearing assets: |  |  |  |  |  |  |
| Cash and cash equivalents due from banks | 58,152 |  |  | 53,523 |  |  |
| Premises and equipment | 129,188 |  |  | 110,038 |  |  |
| Other assets | 277,051 |  |  | 261,863 |  |  |
| Allowance for credit losses | (47,342) |  |  | (45,771) |  |  |
| Total non interest-bearing assets | 417,049 |  |  | 379,653 |  |  |
| TOTAL ASSETS | $6,220,575 |  |  | $5,729,779 |  |  |
| LIABILITIES AND SHAREHOLDERS’ EQUITY: |  |  |  |  |  |  |
| Demand—interest-bearing | $704,874 | 0.88% | $1,527 | $739,931 | 0.65% | $1,195 |
| Savings | 3,131,697 | 3.09 | 23,840 | 2,965,279 | 3.47 | 25,611 |
| Time | 738,129 | 3.99 | 7,267 | 523,925 | 3.64 | 4,742 |
| Total interest-bearing deposits | 4,574,700 | 2.89 | 32,634 | 4,229,135 | 3.00 | 31,548 |
| Short-term borrowings | — | 0.00 | — | — | 0.00 | — |
| Finance lease liabilities | 15,143 | 6.32 | 236 | 282 | 4.28 | 3 |
| Subordinated notes and debentures | 105,228 | 4.15 | 1,078 | 104,925 | 4.34 | 1,132 |
| Total interest-bearing liabilities | 4,695,071 | 2.93 | $33,948 | 4,334,342 | 3.03 | $32,683 |
| Demand—noninterest-bearing | 814,441 |  |  | 736,965 |  |  |
| Other liabilities | 91,654 |  |  | 81,944 |  |  |
| Total liabilities | 5,601,166 |  |  | 5,153,251 |  |  |
| Shareholders’ equity | 619,409 |  |  | 576,528 |  |  |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $6,220,575 |  |  | $5,729,779 |  |  |
| Interest income/Earning assets |  | 5.73% | $82,639 |  | 5.81% | $78,122 |
| Interest expense/Interest-bearing liabilities |  | 2.93 | 33,948 |  | 3.03 | 32,683 |
| Net interest spread |  | 2.80% | $48,691 |  | 2.78% | $45,439 |
| Interest income/Earning assets |  | 5.73% | $82,639 |  | 5.81% | $78,122 |
| Interest expense/Earning assets |  | 2.36 | 33,948 |  | 2.43 | 32,683 |
| Net interest margin (fully tax-equivalent) |  | 3.37% | $48,691 |  | 3.38% | $45,439 |

(1) Includes unamortized discounts and premiums.

(2) Average yields are stated on a fully taxable equivalent basis (calculated using statutory rates of 21%) resulting from tax-free municipal securities in the investment portfolio and tax-free municipal loans in the commercial loan portfolio. The taxable equivalent adjustment to net interest income for the three months ended March 31, 2025 and 2024 was $260 thousand and $217 thousand, respectively.

(3) Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consist of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees, including PPP deferred processing fees.

(4) Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the three months ended March 31, 2025 and 2024 was $(48.1) million and $(55.1) million, respectively.

### VOLUME ANALYSIS OF CHANGES IN NET INTEREST INCOME

The following table presents the change in net interest income for the three months ended March 31, 2025 and 2024:

| Net Interest Income Rate-Volume Variance Assets Securities: | For Three Months Ended March 31, 2025 over (under) March 31, 2024 Due to Change In (1) Volume | Rate | Net |
| --- | ---: | ---: | ---: |
| Taxable | $356 | $1,454 | $1,810 |
| Tax-exempt (2) | (16) | 6 | (10) |
| Equity securities (2) | 8 | 4 | 12 |
| Total securities | 348 | 1,464 | 1,812 |
| Loans receivable: |  |  |  |
| Commercial (2) | 428 | (578) | (150) |
| Mortgage (2) (3) | 1,613 | (444) | 1,169 |
| Consumer | (180) | 67 | (113) |
| Total loans receivable | 1,861 | (955) | 906 |
| Other earning assets | 2,880 | (1,081) | 1,799 |
| **Total Earning Assets** | $5,089 | $(572) | $4,517 |
| **Liabilities and Shareholders’ Equity** |  |  |  |
| **Interest-Bearing Deposits** |  |  |  |
| Demand – interest-bearing | $(68) | $400 | $332 |
| Savings | 1,163 | (2,934) | (1,771) |
| Time | 1,888 | 637 | 2,525 |
| Total interest-bearing deposits | 2,983 | (1,897) | 1,086 |
| Short-Term Borrowings | — | — | — |
| Finance lease liabilities | 157 | 76 | 233 |
| Subordinated debentures | (5) | (49) | (54) |
| **Total Interest-Bearing Liabilities** | $3,135 | $(1,870) | $1,265 |
| **Change in Net Interest Income** | $1,954 | $1,298 | $3,252 |

(1) Changes in interest income or expense not arising solely as a result of volume or rate variances are allocated to volume changes.

(2) Changes in interest income on tax-exempt securities and loans receivable are presented on a fully taxable-equivalent basis, using the Corporation’s marginal federal income tax rate of 21% for the three months ended March 31, 2025 and March 31, 2024.

(3) Includes loans held for sale.

### RESULTS OF OPERATIONS

### Three Months Ended March 31, 2025 and 2024

### OVERVIEW

Net income available to common shareholders ("earnings") was $10.4 million, or $0.50 per diluted share, for the three months ended March 31, 2025. Excluding after-tax merger costs, earnings were $11.9 million, or $0.57 per diluted share for the three months ended March 31, 2025. The Corporation’s earnings for the three months ended March 31, 2024 were $11.5 million, or $0.55 per diluted share. Excluding after-tax merger costs, the increase in diluted earnings per share comparing the three months ended March 31, 2025 to the three months ended March 31, 2024 was primarily due to an increase in net interest income, partially offset by increases in non-interest expense and the provision for credit losses, coupled with a decrease in non-interest income.

Annualized return on average equity was 7.52% for the three months ended March 31, 2025, compared to 8.79% for the three months ended March 31, 2024. Annualized return on average tangible common equity, a non-GAAP measure, was 8.15% for the three months ended March 31, 2025, compared to 9.77% for the three months ended March 31, 2024.

The Corporation's efficiency ratio was 72.07% for the three months ended March 31, 2025, compared to 69.08% for the three months ended March 31, 2024. The efficiency ratio on a fully tax-equivalent basis, a non-GAAP ratio, was 71.28% for the three months ended March 31, 2025, compared to 68.29% for the three months ended March 31, 2024. Excluding merger costs, the efficiency ratio on a fully tax-equivalent basis, a non-GAAP measure was 68.62% compared to 68.29% for the three months ended March 31, 2024.

### NET INTEREST INCOME

Net interest income was $48.4 million for the three months ended March 31, 2025, compared to $45.2 million for the three months ended March 31, 2024. When comparing the first quarter of 2025 to the first quarter of 2024, the increase in net interest income of $3.2 million, or 7.10%, was primarily due to an increase in the Corporation's interest income as a result of the increase in total loans outstanding quarter over quarter, partially offset by targeted interest-bearing deposit rate increases to ensure both deposit relationship retention and new deposit growth in the Corporation's markets.

Net interest margin was 3.38% and 3.40% for the three months ended March 31, 2025 and March 31, 2024, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.37% and 3.38%, for the three months ended March 31, 2025 and March 31, 2024, respectively.

The yield on earning assets of 5.73% for the three months ended March 31, 2025 decreased 8 basis points from March 31, 2024, primarily attributable to the net impact of declining interest rates on variable and floating-rate loans as a result of the Federal Reserve decreases since mid-September 2024, coupled with changes in the yield curve.

### PROVISION FOR CREDIT LOSSES

The provision for credit losses was $1.6 million and $1.3 million for the three months ended March 31, 2025 and March 31, 2024, respectively.

Management believes the charges to the provision for credit losses for the three months ended March 31, 2025 were appropriate and the allowance for credit losses was adequate to absorb current expected credit losses in the loan portfolio at March 31, 2025.

### NON-INTEREST INCOME

Total non-interest income was $8.5 million for the three months ended March 31, 2025 compared to $9.0 million for the three months ended March 31, 2024. The decrease during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was primarily due to increases in unrealized losses on equity securities and mortgage banking income, partially offset by higher pass-through income SBICs.

### NON-INTEREST EXPENSE

For the three months ended March 31, 2025, total non-interest expense was $41.0 million, compared to $37.4 million for the three months ended March 31, 2024. Excluding merger costs, the increase from the three months ended March 31, 2024 was primarily a result of higher salaries and benefits reflecting increased incentive compensation accruals and higher health insurance costs. Additionally, technology expense increased, primarily due to higher core processing charges associated with growth. These increases were partially offset by a decline in legal expenses. In addition, card processing and interchange expense for the first quarter of 2025 was $1.2 million, or 55.05% of card processing and interchange income, compared to $1.2 million, or 58.48% of card processing and interchange income for the first quarter of 2024.

### INCOME TAX EXPENSE

Income tax expense was $2.9 million, representing a 19.96% effective tax rate, compared to $2.8 million, representing a 18.36% effective tax rate for the three months ended March 31, 2025 and 2024, respectively.

### OFF-BALANCE SHEET ARRANGEMENTS

In the normal course of business, the Corporation enters into various transactions, which, in accordance with GAAP, are not included in its condensed consolidated balance sheets. The Corporation enters into these transactions to meet the financing needs of its customers. These transactions include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the condensed consolidated balance sheets. For further information, see Note 9, "Off-Balance Sheet Commitments and Contingencies," to the condensed consolidated financial statements.

### CRITICAL ACCOUNTING POLICIES

The Corporation’s accounting and reporting policies are in accordance with GAAP and conform to general practices within the financial services industry. Accounting and reporting practices for the allowance for credit losses and the fair value of assets acquired and liabilities assumed in connection with business combinations, including the associated goodwill and intangibles that was recorded, required the use of material estimates. Application of assumptions different than those used by management could result in material changes in the Corporation’s financial position or results of operations. Note 1, "Summary of Significant Accounting Policies," and Note 3, "Loans Receivable and Allowance for Credit Losses," of the 2024 Form 10-K provide additional detail with regard to the Corporation’s accounting for the allowance for credit losses and loans receivable. There have been no other significant changes in the application of accounting policies since December 31, 2024.

### NON-GAAP FINANCIAL MEASURES

The following tables reconcile the non-GAAP financial measures to their most directly comparable measures under GAAP.

*(unaudited)*

| Calculation of merger costs, net of tax (non-GAAP): | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Merger costs - non deductible | $1,327 | $— |
| Merger costs - deductible | 202 | — |
| Statutory federal tax rate | 21% | 21% |
| Tax benefit of merger costs (non-GAAP) | 42 | — |
| Merger costs, net of tax (non-GAAP) | 160 | — |
| Merger costs, net of tax (non-GAAP) | $1,487 | $— |

61

*(unaudited)*

| Calculation of net income available to common (GAAP): | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net income | $11,481 | $12,600 |
| Less: preferred stock dividends | 1,075 | 1,075 |
| Net income available to common shareholders | $10,406 | $11,525 |
| **Adjusted calculation of net income available to common (non-GAAP):** |  |  |
| Net income available to common shareholders | $10,406 | $11,525 |
| Add: Merger costs, net of tax (non-GAAP) | 1,487 | — |
| Adjusted net income available to common shareholders (non-GAAP): | $11,893 | $11,525 |

*(unaudited)*

*(unaudited)*

| Calculation of tangible book value per common share and tangible common equity/tangible assets (non-GAAP): | March 31, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Shareholders' equity | $624,508 | $610,695 |
| Less: preferred equity | 57,785 | 57,785 |
| Common shareholders' equity | 566,723 | 552,910 |
| Less: goodwill and other intangibles | 43,874 | 43,874 |
| Less: core deposit intangible | 190 | 206 |
| Tangible common equity (non-GAAP) | $522,659 | $508,830 |
| Total assets | $6,295,508 | $6,192,010 |
| Less: goodwill and other intangibles | 43,874 | 43,874 |
| Less: core deposit intangible | 190 | 206 |
| Tangible assets (non-GAAP) | $6,251,444 | $6,147,930 |
| Ending shares outstanding | 20,980,245 | 20,987,992 |
| Book value per common share (GAAP) | $27.01 | $26.34 |
| Tangible book value per common share (non-GAAP) | $24.91 | $24.24 |
| Common shareholders' equity / Total assets (GAAP) | 9.00% | 8.93% |
| Tangible common equity / Tangible assets (non-GAAP) | 8.36% | 8.28% |
| **Adjusted calculation of book value per common share (non-GAAP):** |  |  |
| Common shareholders' equity | $566,723 | $552,910 |
| Add: Merger costs, net of tax (non-GAAP) | 1,487 | — |
| Adjusted common shareholders' equity (non-GAAP) | $568,210 | $552,910 |
| Ending shares outstanding | 20,980,245 | 20,987,992 |
| Adjusted book value per common share (non-GAAP) | $27.08 | $26.34 |
| **Adjusted calculation of tangible book value per common share (non-GAAP):** |  |  |
| Tangible common equity (non-GAAP) | $522,659 | $508,830 |
| Add: Merger costs, net of tax (non-GAAP) | 1,487 | — |
| Adjusted tangible common equity (non-GAAP) | $524,146 | $508,830 |
| Ending shares outstanding | 20,980,245 | 20,987,992 |
| Adjusted book value per common share (non-GAAP) | $24.98 | $24.24 |
| **Adjusted calculation of tangible common equity/tangible assets (non-GAAP):** |  |  |
| Adjusted common shareholders' equity (non-GAAP) | $524,146 | $508,830 |
| Tangible assets (non-GAAP) | $6,251,444 | $6,147,930 |
| Add: Merger costs | 1,529 | — |
| Adjusted tangible assets (non-GAAP) | $6,252,973 | $6,147,930 |
| Adjusted tangible common equity / Adjusted tangible assets (non-GAAP) | 8.38% | 8.28% |

62

### NON-GAAP FINANCIAL MEASURES (continued)

*(unaudited)*

| Calculation of efficiency ratio: | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Non-interest expense | $41,038 | $37,424 |
| Non-interest income | $8,507 | $8,955 |
| Net interest income | 48,431 | 45,222 |
| Total revenue | $56,938 | $54,177 |
| Efficiency ratio | 72.07% | 69.08% |
| **Calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):** |  |  |
| Non-interest expense | $41,038 | $37,424 |
| Less: core deposit intangible amortization | 17 | 20 |
| Adjusted non-interest expense (non-GAAP) | $41,021 | $37,404 |
| Non-interest income | $8,507 | $8,955 |
| Net interest income | $48,431 | $45,222 |
| Less: tax exempt investment and loan income, net of TEFRA (non-GAAP) | 1,464 | 1,337 |
| Add: tax exempt investment and loan income (fully tax equivalent basis) (non-GAAP) | 2,076 | 1,932 |
| Adjusted net interest income (fully tax equivalent basis) (non-GAAP) | 49,043 | 45,817 |
| Adjusted net revenue (fully tax equivalent basis) (non-GAAP) | $57,550 | $54,772 |
| Efficiency ratio (fully tax equivalent basis) (non-GAAP) | 71.28% | 68.29% |
| **Adjusted calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):** |  |  |
| Adjusted non-interest expense (non-GAAP) | $41,021 | $37,404 |
| Less: Merger costs (non-GAAP) | 1,529 | — |
| Adjusted non-interest expense (non-GAAP) | $39,492 | $37,404 |
| Adjusted net revenue (fully tax equivalent basis) (non-GAAP) | $57,550 | $54,772 |
| Adjusted efficiency ratio (fully tax equivalent basis) (non-GAAP) | 68.62% | 68.29% |

63

### NON-GAAP FINANCIAL MEASURES (continued)

*(unaudited)*

| Calculation of net interest margin: | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Interest income | $82,379 | $77,905 |
| Interest expense | 33,948 | 32,683 |
| Net interest income | $48,431 | $45,222 |
| Average total earning assets | $5,803,526 | $5,350,126 |
| Net interest margin (GAAP) (annualized) | 3.38% | 3.40% |
| **Calculation of net interest margin (fully tax equivalent basis) (non-GAAP):** |  |  |
| Interest income | $82,379 | $77,905 |
| Tax equivalent adjustment (non-GAAP) | 260 | 217 |
| Adjusted interest income (fully tax equivalent basis) (non-GAAP) | 82,639 | 78,122 |
| Interest expense | 33,948 | 32,683 |
| Net interest income (fully tax equivalent basis) (non-GAAP) | $48,691 | $45,439 |
| Average total earning assets | $5,803,526 | $5,350,126 |
| Less: average mark to market adjustment on investments (non-GAAP) | (48,070) | (55,146) |
| Adjusted average total earning assets, net of mark to market (non-GAAP) | $5,851,596 | $5,405,272 |
| Net interest margin, fully tax equivalent basis (non-GAAP) (annualized) | 3.37% | 3.38% |

*(unaudited)*

| Calculation of PPNR (non-GAAP): (1) | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net interest income | $48,431 | $45,222 |
| Add: Non-interest income | 8,507 | 8,955 |
| Less: Non-interest expense | 41,038 | 37,424 |
| PPNR (non-GAAP) | $15,900 | $16,753 |
| **Adjusted calculation of PPNR (non-GAAP): (1)** |  |  |
| Net interest income | $48,431 | $45,222 |
| Add: Non-interest income | 8,507 | 8,955 |
| Less: Non-interest expense | 41,038 | 37,424 |
| Add: merger costs | 1,529 | — |
| Adjusted PPNR (non-GAAP) | $17,429 | $16,753 |
| (1) Management believes that this is an important metric as it illustrates the underlying performance of the Corporation, it enables investors and others to assess the Corporation's ability to generate capital to cover credit losses through the credit cycle and provides consistent reporting with a key metric used by bank regulatory agencies. |  |  |

64

*(unaudited)*

| Basic earnings per common share computation: | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net income available to common shareholders | $10,406 | $11,525 |
| Less: net income available to common shareholders allocated to participating securities | 57 | 92 |
| Net income available to common shareholders allocated to common stock | $10,349 | $11,433 |
| Weighted average common shares outstanding, including shares considered participating securities | 20,981 | 20,979 |
| Less: average participating securities | 114 | 155 |
| Weighted average shares | 20,867 | 20,824 |
| Basic earnings per common share | $0.50 | $0.55 |
| **Diluted earnings per common share computation:** |  |  |
| Net income available to common shareholders allocated to common stock | $10,349 | $11,433 |
| Weighted average common shares outstanding for basic earnings per common share | 20,867 | 20,824 |
| Add: Dilutive effect of stock compensation | 58 | 63 |
| Weighted average shares and dilutive potential common shares | 20,925 | 20,887 |
| Diluted earnings per common share | $0.50 | $0.55 |
| **Adjusted basic earnings per common share computation (non-GAAP):** |  |  |
| Net income available to common shareholders | $10,406 | $11,525 |
| Add: Merger costs, net of tax (non-GAAP) | 1,487 | — |
| Less: net income available to common shareholders allocated to participating securities | 57 | 92 |
| Less: Adjustment to net income available to common shareholders allocated to participating securities for merger cost impact, net of tax (non-GAAP) | 8 | — |
| Adjusted net income available to common shareholders allocated to common stock (non-GAAP) | $11,828 | $11,433 |
| Weighted average common shares outstanding, including shares considered participating securities | 20,981 | 20,979 |
| Less: Average participating securities | 114 | 155 |
| Weighted average shares | 20,867 | 20,824 |
| Adjusted basic earnings per common share (non-GAAP) | $0.57 | $0.55 |
| **Adjusted diluted earnings per common share computation (non-GAAP):** |  |  |
| Adjusted net income available to common shareholders allocated to common stock (non-GAAP) | $11,828 | $11,433 |
| Weighted average common shares outstanding for basic earnings per common share | 20,867 | 20,824 |
| Add: Dilutive effect of stock compensation | 58 | 63 |
| Weighted average shares and dilutive potential common shares | 20,925 | 20,887 |
| Adjusted diluted earnings per common share (non-GAAP) | $0.57 | $0.55 |

*(unaudited)*

| Calculation of dividend payout ratio: | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Cash dividends per common share | $0.180 | $0.175 |
| Diluted earnings per common share | 0.50 | 0.55 |
| Dividend payout ratio | 36.00% | 31.82% |
| **Adjusted calculation of dividend payout ratio (non-GAAP):** |  |  |
| Cash dividends per common share | $0.180 | $0.175 |
| Adjusted diluted earnings per common share (non-GAAP) | 0.57 | 0.55 |
| Adjusted dividend payout ratio (non-GAAP) | 31.58% | 31.82% |

65

### NON-GAAP FINANCIAL MEASURES (continued)

*(unaudited)*

| Calculation of return on average assets: | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net income | $11,481 | $12,600 |
| Average total assets | $6,220,575 | $5,729,779 |
| Return on average assets (GAAP) (annualized) | 0.75% | 0.88% |
| **Adjusted calculation of return on average assets (non-GAAP):** |  |  |
| Net income | $11,481 | $12,600 |
| Add: Merger costs, net of tax (non-GAAP) | 1,487 | — |
| Adjusted net income | $12,968 | $12,600 |
| Average total assets | $6,220,575 | $5,729,779 |
| Adjusted return on average assets (GAAP) (annualized) | 0.85% | 0.88% |

*(unaudited)*

| Calculation of return on average tangible common equity (non-GAAP): | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net income | $11,481 | $12,600 |
| Less: preferred stock dividends | 1,075 | 1,075 |
| Net income available to common shareholders | $10,406 | $11,525 |
| Average shareholders' equity | $619,409 | $576,528 |
| Less: average goodwill & intangibles | 44,074 | 44,147 |
| Less: average preferred equity | 57,785 | 57,785 |
| Average tangible common shareholders' equity (non-GAAP) | $517,550 | $474,596 |
| Return on average equity (GAAP) (annualized) | 7.52% | 8.79% |
| Return on average common equity (GAAP) (annualized) | 7.51% | 8.94% |
| Return on average tangible common equity (non-GAAP) (annualized) | 8.15% | 9.77% |
| **Adjusted calculation of return on average equity (non-GAAP):** |  |  |
| Net income | $11,481 | $12,600 |
| Add: Merger costs, net of tax (non-GAAP) | 1,487 | — |
| Adjusted net income (non-GAAP) | $12,968 | $12,600 |
| Average shareholders' equity | $619,409 | $576,528 |
| Adjusted return on average equity (GAAP) (annualized) | 8.49% | 8.79% |
| **Adjusted calculation of return on average tangible common equity (non-GAAP):** |  |  |
| Net income available to common shareholders | $10,406 | $11,525 |
| Add: Merger costs, net of tax (non-GAAP) | 1,487 | — |
| Adjusted net income available to common shareholders | $11,893 | $11,525 |
| Average tangible common shareholders' equity (non-GAAP) | $517,550 | $474,596 |
| Adjusted return on average tangible common equity (non-GAAP) (annualized) | 9.32% | 9.77% |

66

## Market risk

As filed, 4,059 characters.

### QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

*The disclosures set forth in this item are qualified by Item 1A. Risk Factors and the section captioned "Forward-Looking Statements and Factors that Could Affect Future Results" included in this report, and other cautionary statements set forth elsewhere in this report.*

As a financial institution, the Corporation's primary source of market risk exposure is interest rate risk, which influences fluctuations in the Corporation's future earnings due to changes in interest rates. This risk is closely correlated to the repricing characteristics of the Corporation's portfolio of assets and liabilities, with each asset or liability repricing either at maturity or during the instrument's life cycle.

The Corporation’s interest rate risk measurement philosophy focuses on maintaining an appropriate balance between the theoretical and the practical, especially given that the primary objective of the Corporation’s overall asset/liability management process is to assess the level of interest rate risk in the Corporation’s balance sheet. Therefore, the Corporation models a set of interest rate scenarios capturing the financial effects of a range of plausible rate scenarios. The collective impact of these scenarios is designed to enable the Corporation to understand the nature and extent of its sensitivity to interest rate changes. Doing so necessitates an assessment of rate changes over varying time horizons and of varying/sufficient degrees such that the impact of embedded options within the balance sheet are sufficiently examined.

The Corporation has designed its interest rate risk measurement activities to include the following core elements: (i) interest rate ramps and shocks, (ii) parallel and non-parallel yield curve shifts, and (iii) a set of alternative rate scenarios, the nature of which change based upon prevailing market conditions.

The Corporation’s primary tools in managing Interest Rate Risk ("IRR") are income simulation models. The income simulation models are utilized to quantify the potential impact of changing interest rates on earnings and to identify expected earnings trends given longer-term rate cycles. Standard gap reports are also utilized to provide supporting detailed information.

The Corporation also recognizes that a sustained environment of higher/lower interest rates will affect the underlying value of the Corporation’s assets, liabilities and off-balance sheet instruments since the present value of their future cash flows (and the cash flows themselves) change when interest rates change.

IRR considerations include inherent assumptions and estimates, including the maturity and repricing characteristics of assets and liabilities, prepayments on amortizing assets, non-maturing deposit sensitivity, and loan and deposit pricing. These assumptions are subject to uncertainty due to the timing, magnitude, and frequency of rate changes, market conditions, and management strategies.

The following table demonstrates the annualized result of an interest rate simulation and the estimated effect that a parallel interest rate shift, or "shock," in the yield curve and subjective adjustments in deposit pricing might have on the Corporation’s projected net interest income over the next 12 months. This simulation assumes that there is no growth in interest-earning assets or interest-bearing liabilities over the next 12 months. The changes to net interest income shown below are in compliance with the Corporation’s policy guidelines.

|  | % Change in Net Interest Income March 31, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| +300 basis points | 1.9% | (0.2)% |
| +200 basis points | 1.8% | 0.5% |
| +100 basis points | 1.2% | 0.5% |
| -100 basis points | (1.5)% | (1.1)% |
| -200 basis points | (2.5)% | (1.4)% |
| -300 basis points | (3.6)% | (3.3)% |

At March 31, 2025, the Corporation has approximately $2.5 billion in outstanding loans receivable balances that are rate sensitive balances over the next twelve months.

## Controls and procedures

As filed, 1,333 characters.

### CONTROLS AND PROCEDURES

The Corporation’s management, under the supervision of and with the participation of the Corporation’s Principal Executive Officer and Principal Financial Officer, has carried out an evaluation of the design and effectiveness of the Corporation’s disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based upon that evaluation, management, including the Principal Executive Officer and Principal Financial Officer, have concluded that, as of the end of such period, the Corporation’s disclosure controls and procedures are effective to provide reasonable assurance that all material information required to be disclosed in reports the Corporation files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There was no significant change in the Corporation’s internal control over financial reporting that occurred during the quarter ended March 31, 2025 that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.

### PART II

### OTHER INFORMATION

Filed May 7, 2025.
Source: SEC EDGAR, the filing index for accession 0000736772-25-000087. Last ingested by Listed: Oct 24, 2026, 14:54 ET. No prices; not investment advice.