Peoples Financial Services Corp.: Form 10-Q for the period ended Mar 31, 2026

The following discussion and analysis should be read in conjunction with the unaudited consolidated interim financial statements contained in Part I, Item 1 of this report, and with our audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our Annual Report on Form 10-K for the year ended December 31, 2025.

Cautionary Note Regarding Forward-Looking Statements:

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to risks and uncertainties. These statements are based on assumptions and may describe future plans, strategies and expectations of the Company that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond the Company’s control). These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. All statements in this report, other than statements of historical facts, are forward-looking statements.

The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Important factors that could cause the Company’s actual results to differ materially from those in the forward-looking statements include, but are not limited to: changes in interest rates, including their effect on the Company’s investment values; impairment charges relating to the Company’s investment portfolio; credit risks in connection with the Company’s lending activities; the Company’s exposure to commercial and industrial, construction, commercial real estate, and equipment finance loans; the Company’s ability to maintain an adequate allowance for credit losses; access to liquidity; the strength of the Company’s customer deposit levels; unrealized losses; reliance on the Company’s subsidiaries; accounting procedures, policies and requirements; changes in the value of goodwill; the Company’s ability to attract and retain key personnel; the strength of the Company’s disclosure controls and procedures and internal controls over financial reporting; potential for errors, omissions or fraud; environmental liabilities; reliance on third-party vendors and service providers; the Company’s ability to compete effectively in the Company’s industry and within the Company’s market area, including with respect to competition from financial technology companies and non-bank entities; the development and use of artificial intelligence (“AI”) in business processes, services, and products; including emerging external focus among regulators and other officials related to risk in connection with the development and use of AI; the Company’s ability to prevent, detect and respond to cybersecurity threats and incidents; a failure of information technology, whether due to a breach, cybersecurity incident, or ability to keep pace with growth and developments; the Company’s ability to comply with privacy and data protection requirements; changes in U.S. or regional economic conditions; the soundness of other financial institutions; changes in laws and regulations; geopolitical instability, including wars and other conflicts; fiscal and monetary policies of the federal government and its agencies; a failure to meet minimum capital requirements; the Company’s ability to realize the anticipated benefits of future acquisitions or a change in control; and the Company’s ability to pay dividends. Additional factors that may affect the Company’s results are discussed in Part I, Item 1A of the Company’s Annual Reports on Form 10-K for the year ended December 31, 2025, and in Part II, Item 1A of this Quarterly Report on Form 10-Q.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Critical Accounting Policies:

The Company’s consolidated financial statements are prepared in accordance with GAAP. The preparation of consolidated financial statements in conformity with GAAP requires management to establish critical accounting policies and make accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods.

An accounting estimate requires assumptions about uncertain matters that could have a material effect on the consolidated financial statements if a different amount within a range of estimates were used or if estimates changed from period to period. Readers of this report should understand that estimates are made considering facts and circumstances at a point in time, and changes in those facts and circumstances could produce results that differ from estimates. Management is required to make subjective and/or complex judgments about matters that are inherently uncertain and could be subject to revision as new information becomes available. Management has identified that the determination of ACL and impairment of goodwill are critical estimates that are particularly susceptible to material change within future periods. Actual amounts could differ from those estimates.

For a further discussion of our critical accounting estimates, refer to Note 1 entitled, “Summary of significant accounting policies,” in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Goodwill and Other Intangible Assets:

The Company has goodwill with a net carrying value of $76.0 million at both March 31, 2026 and December 31, 2025. The Company's policy is to test goodwill for impairment annually on December 31 or on an interim basis if an event triggering impairment may have occurred. If the Company’s carrying amount exceeds the fair value of the goodwill, the Company would record an impairment charge based on that difference. At March 31, 2026, we performed a qualitative evaluation, which involves determining whether any events occurred or circumstances changed that would more likely than not reduce the fair value of the Company’s goodwill below its carrying value. We noted no such matters. There is no assurance that changes in events or circumstances in the future will not result in impairment.

Core deposit intangibles are amortized on an accelerated basis using an estimated life of ten years. The core deposit intangibles are evaluated annually for impairment in accordance with GAAP. An impairment loss will be recognized if the carrying amount of the intangible asset is not fully recoverable and exceeds fair value. The carrying amount of the intangible asset is not considered fully recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset.

We believe that the fair values of our intangible assets were in excess of their carrying amounts and therefore there was no impairment of intangible assets at March 31, 2026.

Review of Financial Position:

Total assets increased $152.8 million, or 11.8 percent annualized to $5.4 billion at March 31, 2026, from $5.3 billion at December 31, 2025. The increase in the balance sheet was primarily due to increases in loans and cash and cash equivalents, partially offset by a decrease in investment securities. Loans, net increased $123.3 million, or 12.3 percent annualized to $4.2 billion, at March 31, 2026, from $4.1 billion at December 31, 2025. Cash and cash equivalents increased $59.6 million to $328.6 million at March 31, 2026, from $269.0 million at December 31, 2025. Investments decreased $44.3 million to $542.9 million at March 31, 2026, from $587.2 million at December 31, 2025

Total deposits decreased $8.7 million to $4.4 billion at March 31, 2026, from $4.4 billion at December 31, 2025. Interest-bearing deposits decreased $23.5 million to $3.5 billion at March 31, 2026, compared to $3.5 billion at December 31, 2025. Noninterest-bearing deposits increased $14.8 million to $969.3 million at March 31, 2026, from $954.5 million as of December 31, 2025.

Total short-term borrowings at March 31, 2026, were $179.3 million, an increase of $146.6 million from $32.7 million at December 31, 2025. Long term debt increased $0.4 million to $134.8 million at March 31, 2026, from $134.4 million at December 31, 2025.

Total stockholders’ equity increased $5.7 million from $519.8 million at year-end 2025 to $525.5 million at March 31, 2026, due largely to net income, partially offset by dividends paid to shareholders and an increase in accumulated other comprehensive loss resulting from an increase in the unrealized loss on available-for-sale investment securities. Book value per share increased $0.49 to $52.50 at March 31, 2026, from $52.01 at December 31, 2025. The Bank and the Company were considered well capitalized at March 31, 2026 and December 31, 2025, with regulatory capital ratios that exceeded minimum regulatory capital ratios required to be well capitalized under applicable regulations.

Investment Portfolio:

The majority of the investment portfolio is classified as available for sale, which provides greater flexibility in using the investment portfolio for liquidity purposes by allowing securities to be sold when market opportunities occur. Investment securities available for sale totaled $469.3 million at March 31, 2026, a decrease of $43.3 million, or 34.3 percent annualized, from $512.6 million at December 31, 2025. The decrease was primarily due to additional sales associated with an ongoing portfolio repositioning strategy to replace lower-yielding investment securities with higher-yielding instruments. In the quarter ended March 31, 2026, the Company completed a partial repositioning of the investment securities portfolio, selling $31.9 million of U.S. government agency and sponsored agency mortgage-backed securities resulting in pre-tax gain of approximately $0.5 million. Approximately half of the $32.4 million in proceeds received from the sale were re-deployed back into the available for sale investment portfolio with the remaining proceeds used to fund loan demand. This repositioning followed a previous repositioning completed in the fourth quarter of 2025.

Investment securities held to maturity, which consisted of 84.7 percent mortgage-backed securities issued or guaranteed by U.S. Government agencies and U.S. Government-sponsored entities and 15.3 percent tax-exempt municipal securities, totaled $70.5 million at March 31, 2026, a decrease of $1.5 million, or 8.4 percent annualized from $72.0 million at December 31, 2025. The decrease was primarily due to principal payments on mortgage-backed securities. Held to maturity securities had a market value of $61.0 million at March 31, 2026, compared to $62.8 million at December 31, 2025.

The Company also holds a portfolio of equity investments, consisting primarily of publicly traded bank holding companies, which are carried at fair value. Equity investments totaled $3.1 million at March 31, 2026, compared to $2.6 million at December 31, 2025.

For the three months ended March 31, 2026, investments averaged $611.0 million, a decrease of $32.0 million or 5.0 percent compared to $643.0 million for the same three months of 2025. Average taxable investments decreased $94.6 million, or 17.0 percent to $461.3 million from $555.9 million for the three months ended March 31, 2025. Partially offsetting this decrease was an increase in average tax-exempt municipal bonds of $62.6 million or 71.9 percent to $149.7 million for the three months ended March 31, 2026, from $87.1 million for the comparable period of 2025. Despite the reduction and due to portfolio repositioning strategies, the fully tax-equivalent (“FTE”) yield on the investment portfolio, a non-GAAP measure, increased 85 basis points to 3.80 percent for the three months ended March 31, 2026, from 2.95 percent for the comparable period of 2025.

Securities available for sale are carried at fair value, with unrealized gains or losses, net of deferred income taxes, reported in the accumulated other comprehensive loss component of stockholders’ equity. We reported net unrealized losses, included as a separate component of stockholders’ equity of $25.8 million net of a deferred income tax benefit of $7.2 million at March 31, 2026, and net unrealized losses of $22.8 million, net of deferred income tax benefit of $6.4 million, at December 31, 2025.

Our Asset/Liability Committee (“ALCO”) reviews the performance and risk elements of the investment portfolio quarterly. Through active balance sheet management and analysis of the securities portfolio, we endeavor to maintain sufficient liquidity to satisfy depositor requirements and meet the credit needs of our customers.

Loan Portfolio:

Total loans increased $123.3 million or 12.3 percent annualized from $4.1 billion at December 31, 2025, to $4.2 billion at March 31, 2026. The increase was due primarily to strong demand for commercial and residential real estate loans, commercial loans and municipal loans, partially offset by reductions in commercial equipment financing, indirect automobile loans and other consumer loans during the first quarter of 2026.

Commercial and industrial loans increased $7.5 million to $675.4 million at March 31, 2026, compared to $667.9 million at December 31, 2025.

Municipal loans increased $10.3 million to $212.6 million compared to $202.3 million at December 31, 2025.

Commercial real estate loans, which were $2.4 billion at March 31, 2026, increased $108.9 million from $2.3 billion at December 31, 2025.

Residential real estate loans increased $15.8 million to $618.1 million at March 31, 2026, compared to $602.3 million at December 31, 2025.

Consumer loans, which consist primarily of indirect auto loans, decreased $9.9 million to $101.3 million at March 31, 2026, compared to $111.2 million at December 31, 2025.

Equipment financing loans decreased $9.3 million to $159.7 million at March 31, 2026, compared to $169.0 million at December 31, 2025.

For the three months ended March 31, 2026, total loans averaged $4.1 billion, an increase of $139.7 million or 3.5 percent compared to $4.0 billion for the same period of 2025. The FTE yield on the loan portfolio was 5.80 percent for the three months ended March 31, 2026, a 12-basis point decrease from 5.92 percent for the comparable period last year.

In addition to the risks inherent in our loan portfolio, in the normal course of business, we are also a party to financial instruments with off-balance sheet risk to meet certain financing needs of our customers. These instruments include legally binding commitments to extend credit, unused portions of lines of credit and commercial letters of credit made under the same underwriting standards as on-balance sheet instruments, and may involve, to varying degrees, elements of credit risk and interest rate risk (“IRR”) in excess of the amount recognized in the consolidated financial statements.

Unused commitments at March 31, 2026 totaled $904.9 million, consisting of $842.2 million in unfunded commitments of existing loan facilities and $62.7 million in standby letters of credit. Due to fixed maturity dates, specified conditions within these instruments, and the ultimate needs of our customers, many will expire without being drawn upon. We believe that amounts actually drawn upon can be funded in the normal course of operations and, therefore, do not represent a significant liquidity risk to us. In comparison, unused commitments at December 31, 2025 totaled $894.0 million, consisting of $839.0 million in unfunded commitments of existing loans and $55.0 million in standby letters of credit. An allowance for credit losses, included in other liabilities on the consolidated balance sheets of $1.1 million and $1.3 million was recorded for unused commitments at March 31, 2026, and December 31, 2025, respectively.

Asset Quality:

Distribution of nonperforming assets

(Dollars in thousands, except percents)

Nonperforming assets increased $0.2 million to $12.3 million, or 0.23 percent of total assets, at March 31, 2026, from $12.1 million, or 0.23 percent of total assets, at December 31, 2025. The increase was primarily caused by an increase in nonaccrual loans, partially offset by a decrease in accruing loans past due 90 days or more.

Loans on nonaccrual status increased $0.6 million to $11.4 million at March 31, 2026, from $10.8 million at December 31, 2025. The increase was primarily related to one commercial real estate credit that was placed on nonaccrual status during the first quarter of 2026. There was one foreclosed property with a carrying value of $750 thousand at March 31, 2026, and at December 31, 2025.

While we pursue a goal of maintaining a high loan-to-deposit ratio in order to drive profitability, this objective is superseded by our goal of maintaining strong asset quality. We continued our efforts to maintain sound underwriting standards for both commercial and consumer credit.

The allowance for credit losses equaled $39.6 million or 0.94 percent of loans, net, at March 31, 2026, compared to $39.0 million, or 0.96 percent of loans, net, at December 31, 2025. Net charge-offs of $0.8 million were recognized during the three months ended March 31, 2026, and were $0.9 million in the same period in 2025. The provision for credit losses for the quarter ended March 31, 2026, was $1.4 million compared to a provision of $0.2 million in the same quarter of 2025. The provision in 2026 was due primarily to the increase in loan volume, partially offset by decreases in qualitative factor adjustments primarily related to the seasoning of the commercial equipment financing portfolio.

Deposits:

We attract the majority of our deposits from within our market areas through the offering of various deposit instruments including demand deposit accounts, money market deposit accounts, savings accounts, and time deposits, including certificates of deposit and IRAs.

Total deposits decreased $8.7 million, or 0.8 percent annualized, to $4.4 billion at March 31, 2026, from $4.4 billion at December 31, 2025. Interest-bearing deposits decreased $23.6 million, or 2.8 percent annualized, and were $3.5 billion at March 31, 2026 and December 31, 2025, respectively. Partially offsetting the decrease in interest-bearing deposits was an increase in noninterest-bearing deposits of $14.9 million, or 6.3 percent annualized, when comparing March 31, 2026, to December 31, 2025. The decrease in interest-bearing deposits was primarily due to reductions in brokered and retail time deposits, coupled with cyclical fluctuations in municipal deposit balances, partially offset by increases in money market deposits and savings accounts.

Interest-bearing demand deposits and NOW accounts decreased $33.2 million, and were $1.3 billion at March 31, 2026, and December 31, 2025. The decrease was primarily caused by cyclical outflows of municipal deposits. Money market accounts increased $65.7 million and were $1.1 billion at March 31, 2026, from $1.0 billion at December 31, 2025. Savings accounts increased $14.5 million to $512.0 million as of March 31, 2026, from $497.5 million at December 31, 2025. Time deposits less than $250 thousand decreased $52.1 million to $425.0 million at March 31, 2026, from $477.1 million at December 31, 2025, due primarily to a reduction of $40.1 million in brokered CDs. Time deposits of $250 thousand or more decreased $18.5 million to $211.4 million at March 31, 2026, from $229.9 million at year end 2025.

Our deposit base is diversified and consisted of 41.4 percent retail accounts, 36.4 percent commercial accounts, 19.7 percent municipal relationships and 2.5 percent brokered deposits at March 31, 2026. At March 31, 2026, total estimated uninsured deposits were approximately $1.5 billion, or 34.5 percent of total deposits; as compared to approximately $1.5 billion, or 34.3 percent of total deposits at December 31, 2025.

Interest-bearing deposits averaged $3.4 billion for the three months ended March 31, 2026, a decrease of $34.5 million compared to $3.4 billion for the same three months of 2025. The cost of interest-bearing deposits was 2.16 percent for the three months ended March 31, 2026, a decrease of 30 basis points compared to 2.46 percent for the same period of 2025, which reflected overall lower market interest rates.

Borrowings:

The Bank utilizes borrowings as a secondary source of liquidity for its asset/liability management. Advances are available from the FHLB provided certain standards related to credit worthiness have been met. Repurchase and term agreements are also available from the FHLB. In addition, The Bank may borrow from the Federal Reserve utilizing the Discount Window.

Overall, total borrowings were $405.5 million at March 31, 2026, which included short-term borrowings, long-term debt, and subordinated debt, compared to $258.4 million at December 31, 2025, an increase of $147.1 million. At March 31, 2026, short-term borrowings, which were comprised of both overnight borrowings from the FHLB and cash collateral pledged by derivative counterparties to offset interest rate exposure, totaled $179.3 million compared to $32.7 million at December 31, 2025, an increase of $146.6 million. The increase in short-term borrowings was used to support on balance sheet liquidity at March 31, 2026. Long-term debt was $134.8 million at March 31, 2026, compared with $134.4 million at year end 2025, and was comprised exclusively of advances from the FHLB. Junior subordinated debt, which was acquired as part of the 2024 FNCB merger and reported net of discount, totaled $8.2 million and $8.1 million at March 31, 2026, and December 31, 2025, respectively. Subordinated debt outstanding was $83.3 million at March 31, 2026, and $83.2 million at December 31, 2025.

Liquidity:

Liquidity management is essential to our continuing operations and enables us to meet financial obligations as they come due, as well as to take advantage of new business opportunities as they arise. Financial obligations include, but are not limited to, the following:

• Funding new and existing loan commitments;
• Payment of deposits on demand or at their contractual maturity;
• Repayment of borrowings as they mature;
• Payment of lease obligations; and
• Payment of operating expenses.

These obligations are managed daily, thus enabling us to effectively monitor fluctuations in our liquidity position and to adapt that position according to market influences and balance sheet trends. Future liquidity needs are forecasted, and strategies are developed to maintain adequate liquidity.

Historically, core deposits have been the primary source of liquidity because of their stability and lower cost, in general, than other types of funding. Providing additional sources of funds are loan and investment payments and prepayments and the ability to sell both available for sale securities and mortgage loans held for sale.

Management actively monitors the Company’s liquidity position, sources of available liquidity in relation to funding and cash flow needs. Additionally, the Company’s ALCO generally meets quarterly, and most recently met in February 2026 to review our IRR profile, capital adequacy and liquidity. On March 31, 2026, the Company’s cash and cash equivalents were $328.6 million. In addition to cash and cash equivalents, the Company had ample sources of additional liquidity including available borrowing capacity with the FHLB and Federal Reserve Discount Window and federal fund lines of credit with correspondent banks. Our maximum borrowing capacity with the FHLB as of March 31, 2026, was $1.7 billion, of which $756.4 million was outstanding in the form of borrowings and irrevocable standby letters of credit, with remaining availability of $0.9 billion. Additionally, the Company maintains $506.4 million of availability at the Federal Reserve Discount Window, through a borrower-in-custody of collateral arrangement, which enables us to pledge certain loans not being used as collateral elsewhere. Additional sources of credit with corresponding banks total $27.0 million, none of which are currently utilized. The Company also maintains an available for sale investment securities portfolio, comprised primarily of highly liquid U.S. Treasury securities, highly rated municipal securities and U.S. agency-backed mortgage-backed securities. This portfolio serves as an additional source of liquidity and capital. At March 31, 2026, the Company’s available for sale investment portfolio totaled $469.3 million, of which $165.5 million was unencumbered. We believe our liquidity position is sufficient to meet our current and anticipated financial obligations and commitments in a timely manner.

We employ several analytical techniques in assessing the adequacy of our liquidity position. One such technique is the use of ratio analysis to determine the extent of our reliance on noncore funds to fund our investments and loans maturing after March 31, 2026. Our noncore funds at March 31, 2026, were comprised of time deposits in denominations of $100 thousand or more, brokered deposits and other borrowings. These funds are not considered to be a strong source of liquidity because they are very interest rate sensitive and could be highly volatile. On March 31, 2026, our net noncore funding dependence ratio, the difference between noncore funds and short-term investments to long-term assets, was 12.1 percent, while our net short-term noncore funding dependence ratio, noncore funds maturing within one-year, less short-term investments to long-term assets equaled 7.3 percent. Our reliance on non-core funding at March 31, 2026 increased modestly as compared to our reliance at December 31, 2025, which primarily reflected an increase in non-core funds outstanding, specifically short-term borrowings. Our overall noncore dependence ratio at December 31, 2025 was 11.2 percent and our net short-term noncore funding dependence ratio was 6.3 percent.

The Consolidated Statements of Cash Flows present the changes in cash and cash equivalents from operating, investing and financing activities. Cash and cash equivalents, consisting of cash on hand, cash items in the process of collection, deposit balances with other banks and federal funds sold, increased $59.6 million during the three months ended March 31, 2026. Comparatively, cash and cash equivalents decreased $58.7 million for the same period last year. For the three months ending March 31, 2026, net cash inflows of $8.3 million from operating activities and $131.6 million from financing activities were offset by $80.3 million used in investing activities. For the same period of 2025, net cash outflows of $108.5 million from financing activities were offset by $40.7 million received in investing activities and $9.1 million received in operating activities.

Operating activities provided net cash of $8.3 million for the three months ended March 31, 2026, and provided $9.1 million for the corresponding three months of 2025. Net income, adjusted for the effects of gains and losses along with non-cash transactions such as depreciation, amortization and accretion and the provision for credit losses, is the primary source of funds from operations.

Investing activities primarily include lending activities, and investment portfolio transactions. Investing activities used net cash of $80.3 million for the three months ended March 31, 2026, compared to providing net cash of $40.7 million for the same period of 2025. Increases in loans and purchases of investments, partially offset by proceeds received from repayments and sales of investment securities, were the primary factors causing the net outflow.

Financing activities provided net cash of $131.6 million for the three months ended March 31, 2026, and used net cash of $108.5 million for the corresponding three months of 2025. For the three months ended March 31, 2026, the net increase was primarily driven by increases in short term borrowings and long-term debt, partially offset by decreased deposits, and dividends paid to shareholders. The net outflow of cash for the comparative period of 2025 was primarily caused by decreases in deposits, borrowings and payment of dividends to shareholders. While a portion of the deposit outflows are seasonal, we continue to seek deposits from new markets and customers as well as existing customers, including municipalities and school districts.

We believe that our future liquidity needs will be satisfied through maintaining an adequate level of cash and cash equivalents, by maintaining readily available access to traditional funding sources, and through proceeds received from the investment and loan portfolios. We believe that our current sources of funds will enable us to meet all cash obligations as they come due.

Capital:

Stockholders’ equity totaled $525.5 million or $52.50 per share at March 31, 2026, an increase of $5.7 million compared to $519.8 million or $52.01 per share at December 31, 2025. The increase in stockholders’ equity was primarily due to net income, partially offset by cash dividends paid and an increase in accumulated other comprehensive loss which was largely due to changes in market values of available for sale investment securities.

Dividends declared equaled $0.625 per share for the three months ended March 31, 2026, and $0.6175 per share for the same period of 2025. The Company has paid cash dividends since its formation as a bank holding company in 1986. On April 24, 2026, the Company’s board of directors declared a second quarter dividend of $0.625 per share payable on June 15, 2026, to shareholders of record as of May 29, 2026. It is the present intention of the Company’s board of directors to continue to pay comparable quarterly dividends. Future dividends, however, must necessarily depend upon earnings, financial condition, appropriate legal restrictions and other factors relevant at the time the board of directors considers payment of dividends.

Current rules, which implemented the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act, call for the following capital requirements: (i) a minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5 percent; (ii) a minimum ratio of tier 1 capital to risk-weighted assets of 6 percent; (iii) a minimum ratio of total capital to risk-weighted assets of 8 percent; and (iv) a minimum leverage ratio of 4 percent. In addition, the final rules establish a common equity tier 1 capital conservation buffer of 2.5 percent of risk-weighted assets applicable to all banking organizations. If a banking organization fails to hold capital above the minimum capital ratios and the capital conservation buffer, it will be subject to certain restrictions on capital distributions and discretionary bonus payments.

The adequacy of capital is reviewed on an ongoing basis with reference to the size, composition and quality of resources and regulatory guidelines. We seek to maintain a level of capital sufficient to support existing assets and anticipated asset growth, maintain favorable access to capital markets, and preserve high quality credit ratings. At March 31, 2026, The Bank’s Tier 1 capital to total average assets was 10.42 percent as compared to 10.22 percent at December 31, 2025. The Bank’s Tier 1 capital to risk weighted asset ratio was 12.95 percent and the total capital to risk weighted asset ratio was 13.89 percent at March 31, 2026. The respective ratios were 13.06 percent and 14.01 percent at December 31, 2025. The Bank’s common equity Tier 1 to risk weighted asset ratio was 12.95 percent at March 31, 2026, compared to 13.06 percent at December 31, 2025. The Bank met all capital adequacy requirements and was deemed to be well-capitalized under regulatory standards at March 31, 2026.

At March 31, 2026, the Company’s Tier 1 capital to total average assets was 9.03 percent as compared to 8.84 percent at December 31, 2025. The Company’s Tier 1 capital to risk weighted asset ratio was 11.20 percent and the total capital to risk weighted asset ratio was 14.16 percent at March 31, 2026. These ratios were 11.28 percent and 14.31 percent at December 31, 2025. The Company’s common equity Tier 1 to risk weighted asset ratio was 10.96 percent at March 31, 2026, compared to 11.03 percent at December 31, 2025.

Review of Financial Performance:

The Company reported net income of $14.7 million or $1.47 per diluted share for the three months ended March 31, 2026, a decrease of $0.3 million when compared to a net income of $15.0 million or $1.49 per diluted share for the comparable period of 2025. The $0.3 million reduction in net income comparing the three months ended March 31, 2026 and 2025 was primarily due to an increase in the provision for credit losses due to strong loan growth, coupled with an increase in non-interest expense, which were partially offset by increases in net interest income and non-interest income. The Company recorded a $1.4 million provision for credit losses during the first quarter of 2026 compared to a $0.2 million provision for the comparable quarter of 2025. Noninterest expenses increased by $2.5 million, primarily due to increases in salaries and benefits and net occupancy and equipment expenses. For the three months ended March 31, 2026, net interest income increased $3.4 million to $42.9 million from $39.5 million for the three months ended March 31, 2025. Noninterest income was $6.9 million for the three months ended March 31, 2026, an increase of $0.6 million from $6.3 million in the year ago period. The current period includes a gain of $0.5 million from the sale of available-for-sale investment securities and an increase of $0.4 million in positive market value adjustments on equity securities.

Return on average assets (“ROAA”) measures our net income in relation to total assets. Our annualized ROAA was 1.15 percent for the first quarter of 2026 compared to 1.22 percent for the same period of 2025. Return on average equity (“ROAE”) indicates how effectively we can generate net income on the capital invested by stockholders. Our annualized ROAE was 11.26 percent for the first quarter of 2026 compared to 12.70 percent for the comparable period in 2025.

Non-GAAP Financial Measures:

In addition to evaluating its results of operations in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company routinely supplements its evaluation with an analysis of certain non-GAAP financial measures, such as interest income adjusted to FTE, net interest income adjusted to FTE, efficiency ratio, adjusted noninterest expense, and FTE net interest income plus noninterest income. The Company believes the reported non-GAAP financial measures provide information useful to investors in understanding its operating performance and trends. For the non-GAAP disclosures used in this report, a reconciliation to the comparable GAAP measure is provided in the accompanying tables. The non-GAAP financial measures the Company uses may differ from the non-GAAP financial measures of other financial institutions.

The following are non-GAAP financial measures which management believes provide useful insight to the reader of the consolidated financial statements but should be supplemental to GAAP used to prepare the Company’s consolidated financial statements and should not be read in isolation or relied upon as a substitute for GAAP measures. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies. The tax rate used to calculate the fully taxable equivalent (FTE) adjustment was 21.0 percent for 2026 and 2025.

The following table reconciles the non-GAAP financial measures of net interest income adjusted to FTE for the three months ended March 31, 2026 and 2025:

(Dollars in thousands)

The efficiency ratio is a non-GAAP measure which we calculated as noninterest expenses, less amortization of intangible assets and acquisition related expenses, as a percentage of FTE net interest income plus noninterest income less gains on equity securities and gains on sale of assets. Management monitors the efficiency ratio to determine how well it is managing its operating expenses; a lower efficiency ratio is generally preferable as it indicates the Company is spending less to generate income. The Company regularly pursues opportunities to enhance net interest income and reduce expenses as a percentage of operating revenues.

The following table reconciles the non-GAAP financial measures of the efficiency ratio to GAAP for the three months ended March 31, 2026 and 2025:

(Dollars in thousands, except percents)

Net Interest Income:

Net interest income is the fundamental source of earnings for commercial banks. Fluctuations in the level of net interest income tend to have the greatest impact on net profits. Net interest income is defined as the difference between interest income, interest and fees earned on interest-earning assets, and interest expense, the cost of interest-bearing liabilities supporting those assets. The primary sources of earning assets are loans and investment securities, while interest-bearing deposits, short-term and long-term borrowings, and subordinated debt comprise interest-bearing liabilities. Net interest income is impacted by:

• Variations in the volume, rate and composition of earning assets and interest-bearing liabilities;
• Changes in general market rates; and
• The level of nonperforming assets.

On September 17, 2025, the Federal Open Market Committee (FOMC) reduced the target federal funds rate by 25 basis points to 4.25 percent, after maintaining the rate at 4.50 percent since December 18, 2024. The Committee—whose mandate is to promote maximum employment and maintain inflation at 2 percent over the longer run—cited rising economic uncertainty and increasing risks to the labor market as key reasons for the rate cut. Following this action, the national prime rate declined by 25 basis points, from 7.50 percent to 7.25 percent. The FOMC implemented two additional 25 basis point cuts on October 29 and December 10, 2025, bringing the federal funds target rate to 3.75 percent by year end. In response, the national prime rate also fell, ending 2025 at 6.75 percent. During the first quarter, the FOMC signaled that the existing rate level was sufficiently restrictive to guide inflation lower while avoiding undue pressure on employment. The FOMC emphasized that future adjustments would depend on incoming data, but no rate cuts or hikes occurred during the quarter. Due to the recent conflict in the Middle East, we expect uncertainty with respect to economic conditions to remain elevated, which may result in future FOMC actions. Any additional rate actions by the FOMC could have a negative impact on Peoples’ net interest margin and net interest income.

Changes in net interest income are measured by net interest spread and net interest margin. Net interest spread, the difference between the average yield earned on earning assets and the average rate incurred on interest-bearing liabilities, illustrates the effects changing interest rates have on profitability. Net interest margin, net interest income as a percentage of earning assets, is a more comprehensive ratio, as it reflects not only the spread, but also the change in the composition of interest-earning assets and interest-bearing liabilities. Tax-exempt loans and investments carry pre-tax yields lower than their taxable counterparts. Therefore, in order to make the net interest margin analysis more comparable, tax-exempt income and yields are reported in this analysis on a tax-equivalent basis, using the prevailing federal statutory tax rate of 21.0 percent in 2026 and 2025. Tax-exempt loan and investment income is not reported on an FTE basis on the consolidated statements of income and comprehensive income.

For the three months ended March 31, 2026, the average balances included $4.1 billion in loans, $611.0 million in investments, $3.4 billion in interest bearing deposits, and $264.5 million in borrowings, which was comprised of $83.2 million in subordinated debt and $8.2 million in junior subordinated debt. For the three months ended March 31, FTE net interest income, a non-GAAP measure, increased $3.4 million to $43.7 million in 2026 from $40.3 million in 2025. The FTE net interest spread increased to 3.10 percent for the three months ended March 31, 2026, from 2.92 percent for the three months ended March 31, 2025, which was caused by a 17-basis point decrease in the average rate paid on interest-bearing liabilities, and a 1 basis point increase in the earning asset yield. The FTE net interest margin increased 17 basis points to 3.67 percent for the first quarter of 2026 from 3.50 percent for the comparable period of 2025. The increase in tax-equivalent net interest margin from a year ago was primarily due to decreases in average deposit rates, specifically money market demand accounts and time deposits, coupled with higher volumes of earning assets, partially offset by decreases in average loan rates and increases in average volumes and rates of subordinated debt.

For the three months ended March 31, FTE interest income on earning assets, a non-GAAP measure, increased $2.4 million to $65.5 million in 2026 as compared to $63.1 million in 2025. The increase to FTE interest income was primarily due to increases in the volume of earning assets and increases in FTE yields on taxable investment securities due to our ongoing portfolio repositioning, as new purchases were added at higher yields than the securities sold. Average loan balances were $139.7 million higher when compared to the same quarter in 2025 while average investment balances were $32.0 million lower when compared to the year ago quarter. Meanwhile, average federal funds sold increased $62.1 million to $88.1 million for the three months ended March 31, 2026, from $26.0 million for the same three months of 2025. The overall yield on earning assets, on an FTE basis, increased 1 basis point for the three months ended March 31, 2026, to 5.51 percent as compared to 5.50 percent for the three months ended March 31, 2025. The yield on loans decreased 12 basis points in the first quarter of 2026 to 5.80 percent from 5.92 percent for the first quarter of 2025, while the yield on federal funds sold decreased 75 basis points to 3.70 percent from 4.45 percent when comparing the first quarters of 2026 and 2025, respectively. FOMC rate actions in the second half of 2025 contributed to the decreases in yields on loans and federal funds sold. Partially offsetting the reductions in loan and federal funds sold yields, was an 85 basis point increase in the yield earned on investments in the first quarter of 2026 to 3.80 percent from 2.95 percent for the first quarter of 2025, which was primarily due to the partial repositioning transactions completed in both the fourth quarter of 2025 and the first quarter of 2026 where cash flows received from the sales were reinvested into higher yielding securities.

Total interest expense decreased $1.1 million to $21.8 million for the three months ended March 31, 2026, from $22.9 million for the three months ended March 31, 2025. The decrease in interest expense was primarily due to a reduction in average deposit rates, especially in money market accounts as well as lower rates paid on time deposits and on short and long term-term borrowings, partially offset by an increase in the average balance and rate of subordinated debt. In June 2025, the Company called and redeemed $33.0 million of its subordinated notes due in June 2030, which had repriced to 9.08 percent and issued $85.0 million in fixed-to-floating rated subordinated notes due June 2035 at an initial fixed rate through June 2030 of 7.75 percent. The total cost of funds, including the impact of noninterest-bearing deposits, decreased 15 basis points for the three months ended March 31, 2026, to 1.93 percent as compared to 2.08 percent in the year ago period. Average noninterest bearing deposits increased $54.6 million to $929.7 million for the three months ended March 31, 2026, compared to $875.1 million for the same three months of 2025.

Net interest income changes due to rate and volume for the three months ended March 31

(Dollars in thousands)

FTE net interest income, a non-GAAP measure, was $43.7 million for the three months ended March 31, 2026, and $40.3 million in the comparable period last year. Contributing to the $3.4 million increase in FTE net interest income was a positive rate variance partially offset by a negative volume variance. The positive rate variance resulted in an increase in net interest income of $6.1 million comparing the first quarters of 2026 and 2025, while the impact from changes in average interest-earning assets and interest-bearing liabilities resulted in a decrease in FTE net interest income, a non-GAAP measure, of $2.6 million.

For the three months ended March 31, 2026, the favorable rate variance resulted primarily from a 17-basis point decrease in the cost of funds. With regard to the decrease in funding costs, the average rate paid on interest-bearing deposits decreased 30 basis points to 2.16 percent from 2.46 percent in the year ago period resulting in a decrease in interest expense of $9.1 million. The reduction in interest-bearing deposits costs was largely influenced by decreases in the average rate paid of money market deposits and time deposits. Comparing the first quarters of 2026 and 2025, the average cost of money market deposits decreased 131 basis points to 2.57 percent from 3.88 percent, respectively, which resulted in a decrease in interest expense of $10.6 million. Additionally, the yield on large denomination time deposits decreased 29 basis points and resulted in a decrease in interest expense of $1.0 million and the yield on time deposits less than $100 thousand decreased 88 basis points, which resulted in a decrease in interest expense of $0.8 million. Partially offsetting the reduction in money market and time deposit costs were increases in the average rate paid for interest-bearing demand deposits and NOW accounts and savings of 19 basis points and 5 basis points, respectively, which caused a combined increase to interest expense of $3.3 million. The yield on long-term debt decreased 63 basis points to 4.25 percent for the three months ended March 31, 2026, from 4.88 percent for the same three-month period ended March 31, 2025, and resulted in a decrease of $0.9 million in interest expense. The yield on short-term borrowings decreased 67 basis points to 3.85 percent for the three months ended March 31, 2026 from 4.52 percent for the same three months of period in 2025 and resulted in a $0.2 million decrease to interest expense. The Company issued $85.0 million of 7.75 percent fixed-to-floating subordinated notes on June 6, 2025, due 2035, and on June 30, 2025, redeemed $33.0 million of its 5.375 percent fixed-to -floating subordinated notes due 2030. Combined, these notes resulted in an increase in yield of 308 basis points and resulted in a $0.4 million increase in interest expense.

Comparing the three months ended March 31, 2026, and 2025, the FTE yield on earning assets was 5.51 percent for the first quarter of 2026, a decrease of 1 basis points from 5.50 percent in 2025. A 12-basis point decrease in the FTE yield on average loans overshadowed the positive impact of an 85-basis point increase in the average FTE yield on investments, resulting in a $3.8 million reduction to FTE interest income due to changes in rate. The FTE yield on the loan portfolio decreased 12 basis points to 5.80 percent in 2026 from 5.92 percent in 2025 and resulted in a decrease to interest income of $6.3 million. The yield on the taxable investment portfolio increased 73 basis points to 3.78 percent during the three months ended March 31, 2026, from 3.05 percent in the year ago period, resulting in an increase of $3.4 million in interest income. The yield on the tax-exempt investment portfolio increased 155 basis points to 3.88 percent from 2.33 percent in the year ago period resulting in a $0.4 million increase to interest income.

Average earning assets increased $168.1 million to $4.8 billion for the three months ended March 31, 2026, from $4.7 billion for the same three months of 2025 and accounted for a $6.2 million increase in interest income. The impact of the increase in average earning assets was more than entirely offset by a $71.0 million increase in average interest-bearing liabilities, which resulted in an $8.8 million increase in interest expense.

Average taxable loans increased $161.5 million, which caused interest income to increase by $7.4 million. Average tax-exempt loans decreased $21.8 million, which caused interest income to decrease $0.2 million. Average taxable investments decreased $94.6 million comparing March 31, 2026, and 2025, which resulted in a decrease to interest income of $3.3 million. Average tax-exempt investments increased $62.6 million, which resulted in an increase to interest income of $0.5 million. An increase in average federal funds sold balances of $62.1 million resulted in an increase of $1.9 million in interest income for the three months ended March 31, 2026.

Average interest-bearing liabilities increased $71.0 million to $3.7 billion for the three months ended March 31, 2026, from $3.6 billion for the three months ended March 31, 2025, resulting in a net increase in interest expense of $8.8 million. Non-maturing interest-bearing deposit accounts, including demand, money market, and savings accounts increased $97.2 million which resulted in a total increase in interest expense of $6.8 million. In addition, large denomination time deposits averaged $22.4 million more comparing the three months ended March 31, 2026 and 2025 and caused interest expense to increase to $0.9 million. A decrease of $154.1 million in average time deposits of less than $100 thousand, which included a decrease of $127.5 million in higher priced callable brokered CDs, resulted in a decrease to interest expense of $1.3 million. Short-term borrowings averaged $19.0 million higher, which resulted in an increase in interest expense of $0.4 million, while average long-term borrowing increased $36.2 million and resulted in an increase to interest expense of $1.1 million. Average subordinated debt increased $50.2 million and resulted in an increase to interest expense of $1.0 million. Junior subordinated debt saw negligible changes to average balances and interest expense in the three months ended March 31, 2026.

The average balances of assets and liabilities, corresponding interest income and expense and resulting average yields or rates paid are summarized as follows. Averages for earning assets include nonaccrual loans. Investment averages include available for sale securities at amortized cost. Income on investment securities and loans is adjusted to an FTE basis using the prevailing federal statutory tax rate of 21 percent.

(Dollars in thousands, except percents)

Provision for Credit Losses:

For the three months ended March 31, 2026, a $1.4 million provision for credit losses was recorded compared to a $0.2 million provision for the same three months of 2025. The increase was primarily due to the impact of significant loan growth during the quarter ended March 31, 2026, partially offset by decreases in qualitative factor adjustments primarily related to seasoning of the commercial equipment financing portfolio. Based on our most current evaluation, we believe that the ACL is adequate to absorb any known and inherent losses in the loan portfolio as of March 31, 2026.

Noninterest Income:

Noninterest income for the three months ended March 31, 2026, was $6.9 million, an increase of $0.6 million from $6.3 million for the same three months of 2025. The increase in non-interest income was primarily due to increases in interest rate swap income, net gains on equity securities and mortgage banking income. Interest rate swap income increased to $0.6 million from a negligible amount due to increased transaction volume. Noninterest income in the first quarter of 2026 included gains of $0.5 million on equity securities, an increase of $0.4 million compared to $0.1 million for the same quarter in 2025, primarily reflecting an increase in market value of the Company’s holdings of common stock of publicly traded bank holding companies. Mortgage banking income, which includes gains on the sale of residential mortgage loans and commission income received on brokered mortgages, increased $0.1 million comparing the first quarters of 2026 and 2025 due primarily to an initiative to grow this line of business. Additionally, noninterest income for the first quarter of 2026 included a $0.5 million gain on the sale of available for sale investment securities. Noninterest income for the first quarter of 2025 included a $0.7 million gain on the sale of the Company’s former corporate headquarters located in Scranton, Pennsylvania.

Noninterest Expenses:

In general, noninterest expense is categorized into three main groups: employee-related expenses, occupancy and equipment expenses, and other expenses. Employee-related expenses are costs associated with providing salaries, including payroll taxes and benefits, to our employees. Occupancy and equipment expenses, the costs related to the maintenance of facilities and equipment, include depreciation, general maintenance and repairs, real estate taxes, rental expense offset by any rental income, and utility costs. Other expenses include general operating expenses such as advertising, contractual services, insurance, including FDIC assessment, provision for unfunded commitments, other taxes and supplies. Several of these costs and expenses are variable while the remainder are fixed. We utilize budgets and other related strategies in an effort to control the variable expenses.

Noninterest expense increased $2.5 million to $29.9 million for the three months ended March 31, 2026, from $27.4 million for the three months ended March 31, 2025, which primarily reflected an increase in salaries and employee benefits, net occupancy and equipment expenses, advertising, and other expenses, with negligible changes in other areas. Salaries and employee benefits increased $1.0 million to $14.5 million for the three months ended March 31, 2026, from $13.4 million for the same three months of 2025, reflecting annual merit increases and higher health insurance costs. Net occupancy and equipment expenses increased $1.1 million to $7.7 million for the quarter ended March 31, 2026, from $6.6 million for the same quarter of 2025, due primarily to higher building lease and maintenance expenses and data processing costs. Advertising increased $0.4 million to $1.3 million in the three months ended March 31, 2026, from $0.9 million in the three months ended March 31, 2025. Other expenses increased $0.3 million to $2.3 million for the three months ended March 31, 2026, from $2.0 million for the three months ended March 31, 2025. The increase in other expenses primarily reflected an increase in bank shares tax expense.

Income Taxes:

We recorded an income tax expense of $3.8 million or 20.4% of pre-tax income for the three months ended March 31, 2026. In comparison, we recorded an income tax expense of $3.2 million, or 17.8% of pre-tax income for the three-month period ended March 31, 2025. The increase in the effective tax rate was largely due to an increase in amortization related to the Company’s low-income housing tax credit investments, coupled with an increase in the provision for state income taxes.

Market risk is the risk to our earnings and/or financial position resulting from adverse changes in market rates or prices, such as interest rates, foreign exchange rates or equity prices. Our exposure to market risk is primarily interest rate risk (“IRR”), which arises from our lending, investing and deposit gathering activities. Our market risk sensitive instruments consist of derivative and non-derivative financial instruments, none of which are entered into for trading purposes. During the normal course of business, we are not exposed to foreign exchange risk or commodity price risk. Our exposure to IRR can be explained as the potential for change in reported earnings and/or the market value of net worth. Variations in interest rates affect the underlying economic value of assets, liabilities, and off-balance sheet items. These changes arise because the present value of future cash flows, and often the cash flows themselves, change with interest rates. The effects of the changes in these present values reflect the change in our underlying economic value and provide a basis for the expected change in future earnings related to interest rates. Interest rate changes affect earnings by changing net interest income and the level of other interest-sensitive income and operating expenses. IRR is inherent in the role of banks as financial intermediaries.

A bank with a high degree of IRR may experience lower earnings, impaired liquidity and capital positions, and most likely, a greater risk of insolvency. Therefore, banks must carefully evaluate IRR to promote safety and soundness in their activities. Interest rate risk is the risk of loss to future earnings due to changes in interest rates. The ALCO is responsible for establishing policy guidelines on liquidity and acceptable exposure to interest rate risk. Generally quarterly, ALCO reports on the status of liquidity and interest rate risk matters to the Company’s board of directors. The objective of the ALCO is to manage assets and funding sources to produce results that are consistent with the Company’s liquidity, capital adequacy, growth, risk and profitability goals and are within policy limits.

The Company utilizes the pricing and structure of loans and deposits, the size and duration of the investment securities portfolio, the size and duration of the wholesale funding portfolio, and off-balance sheet interest rate contracts to manage interest rate risk. The off-balance sheet interest rate contracts may include interest rate swaps, caps and floors. These interest rate contracts involve, to varying degrees, credit risk and interest rate risk. Credit risk is the possibility that a loss may occur if a counterparty to a transaction fails to perform according to the terms of the contract. The notional amount of the interest rate contracts is the amount upon which interest and other payments are based. The notional amount is not exchanged and therefore should not be taken as a measure of credit risk. See Note 16, “Derivatives and hedging activities,” to the Audited Consolidated Financial Statements contained in Part II, Item 8 of our Annual Report on Form 10-K for the period ended December 31, 2025 and Note 9, “Derivatives and hedging activities,” to the Unaudited Consolidated Interim Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

The ALCO uses income simulation to measure interest rate risk inherent in the Company’s on-balance sheet and off-balance sheet financial instruments at a given point in time by showing the effect of interest rate shifts on net interest income over a 24-month horizon and a 60-month horizon. The simulations assume that the size and general composition of the Company’s balance sheet remain static over the simulation horizons, with the exception of certain deposit mix shifts from low-cost time deposits to higher cost time deposits in selected interest rate scenarios. Additionally, the simulations take into account the specific repricing, maturity, call options, and prepayment characteristics of differing financial instruments that may vary under different interest rate scenarios. The characteristics of financial instrument classes are typically reviewed by the ALCO on a quarterly basis to ensure their accuracy and consistency.

The ALCO reviews simulation results to determine whether the Company’s exposure to a decline in net interest income remains within established tolerance levels over the simulation horizons and to develop appropriate strategies to manage this exposure. As of March 31, 2026 and December 31, 2025, net interest income simulations indicated that exposure to changing interest rates over the simulation horizons remained within tolerance levels established by the Company. All changes are measured in comparison to the projected net interest income that would result from an “unchanged” rate scenario where both interest rates and the general composition of the Company’s balance sheet remain stable for a 24-month and 60-month period. In addition to measuring the change in net interest income as compared to an unchanged interest rate scenario, the ALCO also measures the trend of both net interest income and net interest margin over a 24-month and 60-month horizon to ensure the stability and adequacy of net interest income in different interest rate scenarios.

Model results at March 31, 2026 indicated a higher starting level of net interest income (“NII”) compared to the December 31, 2025 model due to the impact of a larger earning asset base, higher earning asset yields coupled with lower deposit costs. During the three months ended March 31, 2026, asset cashflows repriced into higher yielding instruments, management implemented a strategy to reduce deposit costs and reduced the Company’s higher rate brokered CD portfolio and replaced the funding with FHLB term borrowings with lower rates.

Our interest rate risk position at March 31, 2026 exhibits an asset-sensitive profile. Rising interest rates present the greatest benefit to net interest income, as asset yields reprice higher more quickly while increases in deposit costs lag. Conversely, a sustained falling rate environment—particularly a parallel downward shift in the yield curve—presents the greatest potential risk to NII over the long-term horizon; a steeper yield curve mitigates a portion of the exposure to falling rates. Compared to the December 31, 2025 position, the March 31, 2026 position is more asset-sensitive due to changes to deposit assumptions.

The ALCO regularly reviews a wide variety of interest rate shift scenario results to evaluate interest rate risk exposure, including scenarios showing the effect of steepening or flattening changes in the yield curve as well as parallel changes in interest rates of up to 400 basis points. Because income simulations assume that the Company’s balance sheet will remain static over the simulation horizon, the results do not reflect adjustments in strategy that the ALCO could implement in response to rate shifts.

During the first quarter of 2026, the FOMC has kept the federal funds target rate constant following a series of reductions in the latter half of 2025. During the three months ended March 31, 2026, the Company reduced its higher rate brokered CD portfolio by $40.1 million to reduce projected levels of interest expense and mitigate any negative impact to NII from the asset side of the balance sheet resulting from any future repricing of loans to a lower rate. These rate actions, and any additional FOMC actions to lower rates, could have a negative impact on NII levels, as floating rate assets would reprice lower. Additionally, an outflow of the Company’s deposits due to lower rates could result in a shift to higher costing funding sources, which would cause reduced levels of NII.

Our simulation model creates pro forma net interest income scenarios under various interest rate shocks. Given instantaneous and parallel shifts in general market rates of plus 100 basis points, our projected net interest income for the 12 months ending March 31, 2027, would increase 3.9 percent from model results using current interest rates. Conversely, parallel shifts in general markets rates of minus 100 basis points indicated projected net interest income for the same time period would decrease 3.5 percent.

Additional disclosures about market risk are included in Part II, Item 7A., “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2025, and is incorporated into this Item 3 by reference.

(a) Evaluation of disclosure controls and procedures.

At March 31, 2026, the end of the period covered by this Quarterly Report on Form 10-Q, the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based upon that evaluation, the CEO and CFO concluded that the disclosure controls and procedures, at March 31, 2026, were effective to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to provide reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to the CEO and CFO to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting.

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Our Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Form 10-K) describes market, credit, and business operations risk factors that could affect our business, results of operations or financial condition. There have been no material changes from the risk factors as previously disclosed in our 2025 Form 10-K.