Listed

ENB Financial Corp: Form 10-Q for the period ended Sep 30, 2025

Filed with the SEC on Nov 14, 2025 and accepted by EDGAR at Nov 14, 2025, 14:25 ET.

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Management's discussion and analysis

As filed, 62,288 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

The following discussion and analysis represents management’s view of the financial condition and results of operations of the Corporation. This discussion and analysis should be read in conjunction with the consolidated financial statements and other financial schedules included in this quarterly report, and in conjunction with the 2024 Annual Report to Shareholders of the Corporation. The financial condition and results of operations presented are not indicative of future performance.

Forward-Looking Statements

The U.S. Private Securities Litigation Reform Act of 1995 provides safe harbor in regards to the inclusion of forward-looking statements in this document and documents incorporated by reference. Forward-looking statements pertain to possible or assumed future results that are made using current information. These forward-looking statements are generally identified when terms such as: “believe,” “estimate,” “anticipate,” “expect,” “project,” “forecast,” and other similar wordings are used. The readers of this report should take into consideration that these forward-looking statements represent management’s expectations as to future forecasts of financial performance, or the likelihood that certain events will or will not occur. Due to the very nature of estimates or predications, these forward-looking statements should not be construed to be indicative of actual future results. Additionally, management may change estimates of future performance, or the likelihood of future events, as additional information is obtained. This document may also address targets, guidelines, or strategic goals that management is striving to reach but may not be indicative of actual results.

Readers should note that many factors affect this forward-looking information, some of which are discussed elsewhere in this document and in the documents that are incorporated by reference into this document. These factors include, but are not limited to, the following:

  • National, regional and local economic conditions
  • Interest rate and monetary policies of the Federal Reserve Board
  • Inflation and monetary fluctuations and volatility
  • Instability in the banking system caused by bank failures and continuous financial uncertainty of various banks which may adversely impact the corporation and its securities values, deposit stability, capital adequacy, financial condition, operations, liquidity, and results of operations
  • Health of the housing market
  • Volatility of the securities markets including the valuation of securities
  • Real estate valuations and its impact on the loan portfolio
  • Future actions or inactions of the United States government, including a failure to increase the government debt limit, a prolonged shutdown of the federal government, increase in taxes or regulations, or increasing debt balances
  • Political changes and the impact of new laws and regulations
  • Competitive forces
  • Impact of mergers and acquisition activity in the local market and the effects thereof
  • Potential impact from continually evolving cybersecurity and other technological risks and attacks, including additional costs, reputational damage, regulatory penalties, and financial losses
  • Changes in customer behavior impacting deposit levels and loan demand
  • Changes in accounting principles, policies, or guidelines as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standards setters
  • Ineffective business strategy due to current or future market and competitive conditions
  • Management’s ability to manage credit risk, liquidity risk, interest rate risk, and fair value risk
  • Operational, legal, and reputational risk
  • Results of the regulatory examination and supervision process
  • Possible changes to the capital and liquidity requirements and other regulatory pronouncements, regulations and rules
  • Large scale global disruptions such as pandemics, terrorism, trade wars, and armed conflict.
  • Local market area disruptions due to flooding, severe weather, or other natural disasters
  • The risk that our analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful
  • Business and competitive disruptions caused by new market and industry entrants

Readers should be aware if any of the above factors change significantly, the statements regarding future performance could also change materially. The safe harbor provision provides that the Corporation is not required to publicly update or revise forward-looking statements to reflect events or circumstances that arise after the date of this report. Readers should review any changes in risk factors in documents filed by the Corporation periodically with the Securities and Exchange Commission, including Item 1A of Part II of this Quarterly Report on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K.

Results of Operations

Overview

The Corporation recorded net income of $5,919,000 for the three-month period ended September 30, 2025, a $2,583,000, or 77.4% increase over the three months ended September 30, 2024. Net income for the nine-month period was $16,045,000, a $4,454,000, or 38.4% increase over earnings in the nine-month period ended September 30, 2024. The earnings per share, basic and diluted, were $1.04 for the three months ended September 30, 2025, compared to $0.59 which represents a 76.3% increase over the same period in 2024, and for the year-to-date period, earnings per share were $2.83, compared to $2.05 which represents a 38.0% increase from 2024.

The Corporation’s net interest income (NII) increased by $3,405,000, or 24.0%, and $9,231,000, or 22.2%, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. Interest and fees on loans increased by $2,032,000, or 10.9%, and $6,041,000, or 11.2%, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. Interest income on securities available for sale increased by $2,042,000, or 54.7%, and $6,302,000, or 57.8%, for the three and nine months ended September 30, 2025, compared to the same periods in 2024. Conversely, interest expense on deposits and borrowings increased by $154,000, or 1.6%, and $2,309,000, or 8.9%, for the three and nine months ended September 30, 2025, compared to the same periods in the prior year.

The Corporation recorded a provision for credit losses of $20,000 in the third quarter of 2025, and $632,000 for the year-to-date period, compared provision expense of $497,000 in the third quarter of 2024 and a release of provision expense of $354,000 for the nine months ended September 30, 2024. For the quarter comparison, the removal of an economic qualitative factor which was causing duplication within the quantitative calculation resulted in a decrease in provision while year-to-date provision increased due to loan growth and improved forward economic indicators resulted in the release of provision expense in the prior year. The allowance as a percentage of total loans was 1.12% as of September 30, 2025, 1.13% as of December 31, 2024, and 1.05% as of September 30, 2024.

Other income increased by $425,000, or 9.4%, for the three months ended September 30, 2025, compared to the same period in 2024, and decreased $33,000, or 0.2%, for the nine months ended September 30, 2025, compared to the same period in the prior year. The primary reason for the quarterly increase was related to sales tax refunds recorded in the second quarter of 2025.

Total operating expenses increased by $1,057,000, or 7.5%, and $2,476,000, or 6.0%, for the three and nine months ended September 30, 2025, compared to the same periods in 2024. Salary and benefit expenses, which make up the largest portion of operating expenses, increased by $311,000, or 3.6%, and $274,000, or 1.1% for the three and nine months ended September 30, 2025, compared to the same periods in the prior year. Other operating expenses outside of salaries and benefits increased due to expanded investments and initiatives in technology, increased occupancy and equipment costs, some residual core conversion expenses, acquisition related costs, and increases in fraud related to losses on customer deposit accounts.

The financial services industry uses two primary performance measurements to gauge performance: return on average assets (ROA) and return on average equity (ROE). ROA measures how efficiently a bank generates income based on the amount of assets or size of a company. ROE measures the efficiency of a company in generating income based on the amount of equity or capital utilized. ROA and ROE increased for the quarter and year-to-date period ended September 30, 2025 compared to the same periods in the prior year due to increased earnings.

Management’s Discussion and Analysis

Key Ratios Three Months Ended September 30, 2025 2024 Nine Months Ended September 30, 2025 2024
Return on Average Assets 1.06% 0.65% 0.97% 0.77%
Return on Average Equity 16.60% 10.17% 15.66% 12.50%

The results of the Corporation’s operations are best explained by addressing, in further detail, the five major sections of the income statement, which are as follows:

  • Net interest income
  • Provision for credit losses
  • Other income
  • Operating expenses
  • Provision for income taxes

The following discussion analyzes each of these five components.

Net Interest Income (NII)

NII represents the largest portion of the Corporation’s operating income. In the first nine months of 2025, NII generated 79.3% of the Corporation’s revenue stream, which consists of NII and non-interest income. This compared to 75.8% for the first nine months of 2024. This increase is a result of higher levels of NII in the first nine months of 2025 resulting in NII contributing to a larger portion of total revenue. The overall performance of the Corporation is highly dependent on the changes in NII since it comprises such a significant portion of operating income.

The following table shows a summary analysis of NII on a fully taxable equivalent (FTE) basis. For analytical purposes and throughout this discussion, yields, rates, and measurements such as NII, net interest spread, and net yield on interest earning assets are presented on an FTE basis. The FTE NII shown in both tables below will exceed the NII reported on the consolidated statements of income, which is not shown on an FTE basis. The amount of FTE adjustment totaled $105,000 for the three months ended September 30, 2025, and $301,000 for the nine months ended September 30, 2025, compared to $75,000 and $279,000 for the same periods in 2024.

NET INTEREST INCOME

(DOLLARS IN THOUSANDS)

Three Months Ended September 30, 2025 $$ 2024 Nine Months Ended September 30, 2025 $$ 2024
Total interest income 27,065 23,506 79,046 67,506
Total interest expense 9,490 9,336 28,279 25,970
Net interest income 17,575 14,170 50,767 41,536
Tax equivalent adjustment 105 75 301 279
Net interest income (fully taxable equivalent) 17,680 14,245 51,068 41,815

NII is the difference between interest income earned on assets and interest expense incurred on liabilities. Accordingly, two factors affect NII:

  • The rates earned on interest earning assets and paid on interest bearing liabilities
  • The average balance of interest earning assets and interest bearing liabilities

NII is impacted by yields earned on assets and rates paid on liabilities. During the first nine months of 2025, asset yields increased due to a higher interest rate environment despite some variable rate assets repricing to lower rates with the several decreases in the Federal Reserve overnight rates. Liability costs decreased as the Corporation was able to reduce deposit costs during 2025. Market interest rates stabilized and moderated in 2025 but the Corporation still felt the lingering effects of the prior rate movements as customers continued to move funds to higher yielding deposit products. This was offset by lower rates on most deposit products. Higher market rates have helped the Corporation’s asset yields, and the discipline around lowering the cost of funds has enabled the Corporation to increase NIM. Management believes continued improvement will be dependent on the rate at which overnight interest rates change throughout the remainder of 2025.

The Corporation’s net interest margin increased to 3.27% for the quarter ended September 30, 2025, and 3.15% for the year-to-date period ended September 30, 2025, compared to 2.89% for the same quarter in 2024 and 2.86% for the year-to-date period. The Corporation’s NII on a fully taxable equivalent basis increased by $3,435,000, or 24.1%, for the three months ended September 30, 2025, and $9,253,000, or 22.1%, for the nine months ended September 30, 2025, compared to the same periods in 2024.

The Corporation’s overall cost of funds rose significantly throughout 2024 but moderated during 2025. Core deposit interest rates and time deposit rates have decreased over the past year. The Corporation also increased its reliance on brokered time deposits as part of an overall funding strategy that caused higher costs on time deposits. These changes resulted in the total cost of deposits decreasing by $369,000 for the quarter but increasing by $725,000, for the nine months ended September 30, 2025, compared to the same periods in the prior year. The average balance of borrowings was higher for the first nine months of 2025 compared to 2024, and interest rates were higher, resulting in the total cost of borrowings increasing by $523,000, and $1,584,000, for the three and nine months ended September 30, 2025, compared to the same periods in 2024.

The following table provides an analysis of year-to-date changes in NII on a FTE basis by distinguishing what changes were a result of average balance increases or decreases and what changes were a result of interest rate increases or decreases.

RATE/VOLUME ANALYSIS OF CHANGES IN NET INTEREST INCOME

(TAXABLE EQUIVALENT BASIS, DOLLARS IN THOUSANDS)

INTEREST INCOME Three Months Ended September 30, 2025 vs. 2024 Increase (Decrease) Due To Change In Average Balances $$ Interest Rates Net Increase (Decrease) $$ Nine Months Ended September 30, 2025 vs. 2024 Increase (Decrease) Due To Change In Average Balances Interest Rates $$ Net Increase (Decrease)
Interest on deposits at other banks (211) (354) (565) (92) (800) (892)
Securities available for sale:
Taxable 1,313 778 2,091 4,479 1,934 6,413
Tax-exempt (54) 20 (34) (153) (22) (175)
Total securities 1,259 798 2,057 4,326 1,912 6,238
Loans 1,089 948 2,037 2,890 3,183 6,073
Regulatory stock 52 8 60 66 77 143
Total interest income 2,189 1,400 3,589 7,190 4,372 11,562
INTEREST EXPENSE
Deposits:
Demand deposits 209 (546) (337) 1,047 (1,398) (351)
Savings deposits 1 — 1 (4) — (4)
Time deposits 722 (755) (33) 2,374 (1,294) 1,080
Total deposits 932 (1,301) (369) 3,417 (2,692) 725
Borrowings:
Total borrowings 451 72 523 1,328 256 1,584
Total interest expense 1,383 (1,229) 154 4,745 (2,436) 2,309
NET INTEREST INCOME 806 2,629 3,435 2,445 6,808 9,253

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The following table shows a more detailed analysis of NII on a FTE basis with all the major elements of the Corporation’s balance sheet, which consists of interest earning and non-interest earning assets and interest bearing and non-interest bearing liabilities.

COMPARATIVE AVERAGE BALANCE SHEETS AND NET INTEREST INCOME

(DOLLARS IN THOUSANDS)

ASSETS Interest earning assets: For the Three Months Ended September 30, 2025 Average Balance $$% Interest (c) Annualized Yield/Rate 2024 Average Balance $$% Interest (c) Annualized Yield/Rate
Federal funds sold and interest on deposits at other banks 40,340 242 2.38 60,165 808 5.33
Securities available for sale:
Taxable 500,930 5,257 4.20 367,002 3,166 3.45
Tax-exempt 138,433 666 1.92 149,755 700 1.87
Total securities (d) 639,363 5,923 3.70 516,757 3,866 2.99
Loans (a) 1,477,344 20,757 5.62 1,398,128 18,721 5.36
Regulatory stock 10,872 247 9.08 8,550 186 8.71
Total interest earning assets 2,167,919 27,169 5.01 1,983,600 23,581 4.75
Non-interest earning assets (d) 47,309 55,485
Total assets 2,215,228 2,039,085
LIABILITIES &
STOCKHOLDERS' EQUITY
Interest bearing liabilities:
Demand deposits 537,518 3,404 2.51 507,942 3,742 2.92
Savings deposits 285,973 71 0.10 280,915 70 0.10
Time deposits 444,414 4,173 3.73 374,017 4,205 4.46
Borrowed funds 171,519 1,842 4.26 129,293 1,319 4.05
Total interest bearing liabilities 1,439,424 9,490 2.62 1,292,167 9,336 2.87
Non-interest bearing liabilities:
Demand deposits 620,461 603,768
Other 13,903 12,707
Total liabilities 2,073,788 1,908,642
Stockholders' equity 141,440 130,443
Total liabilities & stockholders' equity 2,215,228 2,039,085
Net interest income (FTE) 17,679 14,245
Net interest spread (b) 2.39 1.88
Effect of non-interest bearing deposits 0.88 1.01
Net yield on interest earning assets (c) 3.27 2.89

(a) Includes balances of nonaccrual loans and the recognition of any related interest income. The quarter-to-date average balances include net deferred loan costs of $1,757 as of September 30, 2025, and $1,873 as of September 30, 2024. Such fees and costs recognized through income and included in the interest amounts totaled ($105) in 2025, and ($29) in 2024.

(b) Net interest spread is the arithmetic difference between the yield on interest earning assets and the rate paid on interest bearing liabilities.

(c) Net yield, also referred to as net interest margin, is computed by dividing NII (FTE) by total interest earning assets.

(d) Securities recorded at amortized cost. Unrealized holding gains and losses are included in non-interest earning assets.

COMPARATIVE AVERAGE BALANCE SHEETS AND NET INTEREST INCOME

(DOLLARS IN THOUSANDS)

ASSETS Interest earning assets: For the Nine Months Ended September 30, 2025 Average Balance $$% Interest (c) Annualized Yield/Rate 2024 Average Balance $$% Interest (c) Annualized Yield/Rate
Federal funds sold and interest on deposits at other banks 44,548 867 2.60 47,198 1,759 4.98
Securities available for sale:
Taxable 507,291 15,605 4.10 354,451 9,192 3.46
Tax-exempt 140,622 2,032 1.93 151,209 2,207 1.95
Total securities (d) 647,913 17,637 3.63 505,660 11,399 3.01
Loans (a) 1,456,558 60,169 5.51 1,384,562 54,097 5.21
Regulatory stock 10,881 674 8.26 9,740 530 7.26
Total interest earning assets 2,159,900 79,347 4.90 1,947,160 67,785 4.64
Non-interest earning assets (d) 44,154 53,650
Total assets 2,204,054 2,000,810
LIABILITIES &
STOCKHOLDERS' EQUITY
Interest bearing liabilities:
Demand deposits 540,283 10,099 2.50 488,338 10,449 2.86
Savings deposits 285,834 213 0.10 291,186 217 0.10
Time deposits 432,646 12,366 3.82 352,646 11,287 4.28
Borrowed funds 176,262 5,602 4.25 134,091 4,017 4.01
Total interest bearing liabilities 1,435,025 28,280 2.64 1,266,261 25,970 2.74
Non-interest bearing liabilities:
Demand deposits 618,657 598,016
Other 13,371 12,635
Total liabilities 2,067,053 1,876,912
Stockholders' equity 137,001 123,898
Total liabilities & stockholders' equity 2,204,054 2,000,810
Net interest income (FTE) 51,067 41,815
Net interest spread (b) 2.26 1.90
Effect of non-interest bearing deposits 0.89 0.96
Net yield on interest earning assets (c) 3.15 2.86

(a) Includes balances of nonaccrual loans and the recognition of any related interest income. The year-to-date average balances include net deferred loan costs of $1,773 as of September 30, 2025, and $2,047 as of September 30, 2024. Such fees and costs recognized through income and included in the interest amounts totaled ($153) in 2025, and ($159) in 2024.

(b) Net interest spread is the arithmetic difference between the yield on interest earning assets and the rate paid on interest bearing liabilities.

(c) Net yield, also referred to as net interest margin, is computed by dividing net interest income (FTE) by total interest earning assets.

(d) Securities recorded at amortized cost. Unrealized holding gains and losses are included in non-interest earning assets.

The Corporation’s average balances on securities increased by $122.6 million, or 23.7%, for the three months ended September 30, 2025, and $142.3 million, or 28.1%, for the nine months ended September 30, 2025, compared to the same periods in 2024. This increase was related to a strategic decision to add investments during the last six months of 2024 in order to generate higher earnings with no overhead costs while offsetting interest rate risk with off-balance sheet derivative products. The tax equivalent yield on investments increased by 71 basis points for the quarter-to-date period and 62 basis points for the year-to-date period when comparing both years. Interest income on securities increased by $2,057,000, or 53.2%, and $6,238,000, or 54.7%, for the three and nine months ended September 30, 2025, compared to the same periods in the prior year.

Average balances on loans increased by $79.2 million, or 5.7%, for the three months ended September 30, 2025, and $72.0 million, or 5.2%, for the nine months ended September 30, 2025, compared to the same periods in the prior year. Loan yields increased by 26 basis points for the quarter, and 30 basis points for the year-to-date period and loan interest income increased by $2,037,000, or 10.9%, and $6,073,000, or 11.2%, for both time frames due to the increase in loan balances and higher yields.

The average balance of interest-bearing deposit accounts increased by $105.0 million, or 9.0%, and $126.6 million, or 11.2%, for the three and nine months ended September 30, 2025, compared to the same periods in the prior year. The average balance of interest-bearing demand deposits increased by $29.6 million, or 5.8%, and $51.9 million, or 10.6%, for the three and nine months ended September 30, 2025, compared to the same periods in the prior year. The average balance of savings accounts increased by $5.1 million, or 1.8%, and decreased by $5.4 million, or 1.8%, for the three and nine months ended September 30, 2025. Time deposit balances increased by $70.4 million, or 18.8%, and $80.0 million, or 22.7%, for the three and nine months ended September 30, 2025, compared to the same periods in the prior year driven by the movement of funds into higher-yielding accounts discussed above. In addition, the Corporation had more brokered time deposits at September 30, 2025, compared to September 30, 2024, as this was the primary source of funding to grow investments as part of a derivative strategy. Brokered time deposits increased by $51.1 million, or 111.3%, during this year-to-date timeframe. The interest rate paid on all interest-bearing deposits decreased from the prior year with the rate on interest-bearing demand deposits decreasing 36 basis points, the rate on savings accounts remaining the same, and the rate on time deposits decreasing 46 basis points for the year-to-date period. The combination of these changes resulted in a decrease in interest expense on deposits of $369,000, for the three months ended September 30, 2025, and an increase of $725,000, for the nine months ended September 30, 2025, compared to the same periods in 2024.

The Corporation’s average balance on borrowed funds increased by $42.2 million, or 32.7%, for the three months ended September 30, 2025, and $42.2 million, or 31.4%, for the nine months ended September 30, 2025, compared to the same periods in 2024. The Corporation’s borrowed funds consist of FHLB advances as well as subordinated debt issued in December of 2020 and July of 2022 which was used to support capital growth for the Bank. The rate paid on borrowed funds increased by 21 and 24 basis points for the three and nine months ended September 30, 2025, compared to the same periods in the prior year.

For the three months ended September 30, 2025, the net interest spread increased by 51 basis points to 2.39%, compared to 1.88% for the three months ended September 30, 2024. For the nine months ended September 30, 2025, the net interest spread increased by 36 basis points to 2.26%, compared to 1.90% for the nine months ended September 30, 2024. The effect of non-interest bearing funds decreased to 88 basis points for the three months ended September 30, 2025, from 101 basis points for the three months ended September 30, 2024, and decreased to 89 basis points from 96 basis points for the nine months ended September 30, 2025, compared to the same periods in 2024. The effect of non-interest bearing funds refers to the benefit gained from deposits on which the Corporation does not pay interest. As rates go higher, the benefit of non-interest bearing deposits increases because there is more difference between non-interest bearing funds and interest bearing liabilities. The Corporation’s NIM for the third quarter of 2025 was 3.27%, compared to 2.89% for the third quarter of 2024. For the year-to-date period, the Corporation’s NIM was 3.15%, compared to 2.86% for the same period in 2024.

The Asset Liability Committee (ALCO) carefully monitors the NIM because it indicates trends in NII, the Corporation’s largest source of revenue. For more information on the plans and strategies in place to protect the NIM and moderate the impact of changes in rates, refer to Item 7A: Quantitative and Qualitative Disclosures about Market Risk.

Provision for (Release of) Credit Losses

The provision for (release of) credit losses includes a provision for losses on loans, available-for-sale debt securities, and unfunded loan commitments. The provision provides for losses inherent in the financial assets as determined by a quarterly analysis and calculation of various factors related to the financial assets. The amount of the provision reflects the adjustment management determines necessary to ensure the Allowance for Credit Losses (ACL) is adequate to cover any losses inherent in the financial assets. The Corporation recorded a provision expense of $591,000 for credit losses related to loans, a provision expense of $41,000 for unfunded commitments, and $0 related to available-for-sale securities for the first nine months of 2025, compared to a release of provision expense of $400,000 related to loans, and provision expense of $46,000 for unfunded commitments, and $0 related to available-for-sale securities for the nine months ended September 30, 2024. As of September 30, 2025, the allowance as a percentage of total loans was 1.12%, compared to 1.05% at September 30, 2024. More detail is provided under Allowance for Credit Losses in the Financial Condition section that follows.

Other Income

Other income for the third quarter of 2025 was $4,964,000, an increase of $425,000, or 9.4%, compared to the $4,539,000 earned during the third quarter of 2024. Other income for the year-to-date period was $13,253,000, a decrease of $33,000, or 0.2% from the year-to-date period in 2024. The following tables detail the categories that comprise other income.

OTHER INCOME

(DOLLARS IN THOUSANDS)

Three Months Ended September 30, 2025 $$ 2024 Increase (Decrease) $%
Trust and investment services 826 794 32 4.0
Service fees 1,598 1,532 66 4.3
Commissions 1,036 1,039 (3) (0.3)
Net gains on debt and equity securities 63 211 (148) (70.1)
Gains on sale of mortgages 506 369 137 37.1
Earnings on bank owned life insurance 294 279 15 5.4
Other miscellaneous income 641 315 326 103.5
Total other income 4,964 4,539 425 9.4

OTHER INCOME

(DOLLARS IN THOUSANDS)

Nine Months Ended September 30, 2025 $$ 2024 Increase (Decrease) $%
Trust and investment services 2,477 2,604 (127) (4.9)
Service fees 4,302 4,331 (29) (0.7)
Commissions 3,062 3,061 1 0.0
Net losses on debt and equity securities (222) (17) (205) 1205.9
Gains on sale of mortgages 1,336 1,391 (55) (4.0)
Earnings on bank owned life insurance 847 979 (132) (13.5)
Other miscellaneous income 1,451 937 514 54.9
Total other income 13,253 13,286 (33) (0.2)

40

Trust and investment services income increased by $32,000, or 4.0%, for the quarter but decreased $127,000, or 4.9% year-to-date as a result of the gain on sale of a limited number of trust assets sold in 2024. Service fees and commissions remained relatively flat from the prior year. The Corporation incurred $63,000 of net gains on debt and equity securities in the third quarter of 2025 compared to $211,000 in the third quarter of 2024. For the year-to-date period, the Corporation incurred $222,000 of losses on debt and equity securities compared to losses of $17,000 for the year-to-date period in 2024, as a result of strategic sales of debt securities to fund higher yielding loan growth. Mortgage gains increased by $137,000, or 37.1%, and decreased by $55,000, or 4.0%, for the three and nine months ended September 30, 2025, compared to the same periods in the prior year. The quarterly increase was due to increased volume of loans sales. This year-to-date decrease was primarily a result of compressed margins and the Corporation selling the permanent financing for construction loans with points that were recorded as income in the prior year. Earnings on bank owned life insurance were higher by $15,000, or 5.4%, and lower by $132,000, or 13.5%, for the three and nine months ended September 30, 2025, compared to the same period in the prior year. This year-to-date decrease was due to a death benefit received in 2024. Other miscellaneous income increased by $326,000, or 103.5%, and $514,000, or 54.9%, for the three and nine months ended September 30, 2025, compared to the prior year as a result of sales tax refunds received in 2025.

Operating Expenses

Operating expenses for the third quarter of 2025 were $15,181,000, an increase of $1,057,000, or 7.5%, compared to the $14,124,000 for the third quarter of 2024. For the year-to-date period ended September 30, 2025, operating expenses totaled $43,562,000, an increase of $2,476,000, or 6.0%, compared to the same period in 2024. The following tables detail the categories that comprise operating expenses.

OPERATING EXPENSES

(DOLLARS IN THOUSANDS)

Three Months Ended September 30, 2025 $$ 2024 Increase (Decrease) $%
Salaries and employee benefits 8,955 8,644 311 3.6
Occupancy expenses 908 830 78 9.4
Equipment expenses 420 311 109 35.0
Advertising & marketing expenses 267 371 (104) (28.0)
Computer software & data processing expenses 1,739 1,550 189 12.2
Bank shares tax 412 317 95 30.0
Professional services 912 831 81 9.7
Other operating expenses 1,568 1,270 298 23.5
Total Operating Expenses 15,181 14,124 1,057 7.5

OPERATING EXPENSES

(DOLLARS IN THOUSANDS)

Nine Months Ended September 30, 2025 $$ 2024 Increase (Decrease) $%
Salaries and employee benefits 25,592 25,318 274 1.1
Occupancy expenses 2,690 2,493 197 7.9
Equipment expenses 1,131 964 167 17.3
Advertising & marketing expenses 1,009 816 193 23.7
Computer software & data processing expenses 5,339 4,718 621 13.2
Bank shares tax 1,155 1,032 123 11.9
Professional services 2,566 2,395 171 7.1
Other operating expenses 4,080 3,350 730 21.8
Total Operating Expenses 43,562 41,086 2,476 6.0

41

Salaries and employee benefits are the largest category of operating expenses. For the third quarter of 2025, salaries and benefits increased $311,000, or 3.6%, and for the nine months ended September 30, 2025, salaries and benefits increased $274,000, or 1.1%, compared to the same periods in 2024. Occupancy and equipment costs were higher by a combined total of $187,000, or 16.4%, and $364,000, or 10.5%, for the three and nine months ended September 30, 2025, compared to the prior year as result of costs associated with new lease expense and costs associated with a new branch and work on future construction projects. Advertising and marketing expenses were lower by $104,000, or 28.0%, and higher by $193,000, or 23.7%, for the three and nine months ended September 30, 2025, compared to the prior year. The year-to-date increase was primarily related to advertising and media production costs as the Corporation continues to pursue marketing opportunities in the communities it serves. Computer software and data processing expenses increased by $189,000, or 12.2%, and $621,000, or 13.2%, for the three and nine months ended September 30, 2025, compared to the same periods in the previous year as a result of higher costs associated with the new core system as well as other technology initiatives. Shares tax expense is based on the Corporation’s level of shareholders’ equity and has increased commensurately from 2024 to 2025. Professional services costs increased by $81,000, or 9.7%, and $171,000, or 7.1%, for the quarter and year-to-date periods. The increase is primarily related to higher legal fees as well as increased costs for other outside services. Other operating expenses increased by $298,000, or 23.5%, and $730,000, or 21.8%, for the three and nine months ended September 30, 2025, compared to the same periods in the prior year due largely to higher FDIC insurance costs, checking account charge-off costs, an increased level of fraud-related charge-offs, and costs related to the Corporation’s previously-announced acquisition of Cecil Bank.

Income Taxes

Federal income tax expense was $1,419,000 for the third quarter of 2025 compared to $752,000 for the same period in 2024. For the nine months ended September 30, 2025, the Corporation recorded Federal income tax expense of $3,781,000, compared to $2,499,000 for the nine months ended September 30, 2024. The effective tax rate for the Corporation was 19.1% for the nine months ended September 30, 2025, and 17.7% for the nine months ended September 30, 2024. Certain items of income are not subject to Federal income tax, such as tax-exempt interest income on loans and securities, and Bank Owned Life Insurance (BOLI) income; therefore, the effective income tax rate for the Corporation is lower than the stated tax rate.

Financial Condition

Investment Securities

The Corporation classifies all of its debt securities as available for sale and reports the portfolio at fair value. As of September 30, 2025, the Corporation had $590.4 million of debt securities available for sale, which accounted for 26.6% of assets, compared to 27.8% as of December 31, 2024, and 24.7% as of September 30, 2024. Based on ending balances, the debt securities portfolio increased 14.0% from September 30, 2024, and decreased 4.2% from December 31, 2024.

The debt securities portfolio was showing a net unrealized loss of $32,729,000 as of September 30, 2025, compared to $47,248,000 as of December 31, 2024, and $33,332,000 as of September 30, 2024. The valuation of the Corporation’s debt securities portfolio is impacted by both the U.S. Treasury rates and the perceived forward direction of interest rates.

Each quarter, management sets portfolio allocation guidelines and adjusts the security portfolio strategy generally based on the following factors:

  • ALCO positions as to liquidity, credit risk, interest rate risk, and fair value risk
  • Growth of the loan portfolio
  • Slope of the U.S. Treasury curve
  • Relative performance of the various instruments, including spread to U.S. Treasuries
  • Duration and average length of the portfolio
  • Volatility of the portfolio
  • Direction of interest rates
  • Economic factors impacting debt securities

The investment policy of the Corporation establishes guidelines to promote diversification within the portfolio. The diversity specifications provide opportunities to shorten or lengthen duration, maximize yield, and mitigate credit risk.

The Corporation’s U.S. Treasury and U.S. government agency sectors decreased $6.8 million during the first nine months of 2025 due to the maturity of bonds. These sectors represent safe credits, but generally carry a lower yield due to the investments made in 2020 and 2021 when rates were lower.

The Corporation’s U.S. agency mortgage-backed securities (MBS) and collateralized mortgage obligations (CMO) have remained stable since December 31, 2024. MBS and CMOs both consist of mortgage instruments that pay monthly interest and principal, however the behavior of the two types vary according to the structure of the mortgage pool or CMO instrument. Management desires to maintain some amount of MBS and CMOs in order to assist in adding to and maintaining a stable five-year ladder of cash flows, which is important in providing stable liquidity and interest rate risk positions. U.S. agency MBS and CMO securities pay contractual monthly principal and interest, but are also subject to additional prepayment of principal. The combined effect of all of these instruments paying monthly principal and interest provides the Corporation with a reasonably stable base cash flow. Cash flows coming off of MBS and CMOs do slow down and speed up as interest rates increase or decrease, which has an impact on the portfolio’s length and yield.

The portfolio of non-agency MBS and CMO securities stood at $148.3 million as of September 30, 2025, or 24.7% of the total portfolio. This sector better structures the portfolio to achieve higher yields and shortens the duration while also protecting in a rates-up environment. The non-agency portfolio stood at $145.2 million at December 31, 2024.

The Corporation’s asset-backed securities declined slightly by $2.5 million, or 4.4%, from December 31, 2024, to September 30, 2025. Most of the bonds in this sector generate regular monthly principal payments which caused the value to decline. These bonds are primarily floating rate instruments, so in the current rate environment, they have added to the overall yield increase for the portfolio.

As of September 30, 2025, the fair value of the Corporation’s corporate bonds decreased by $7.3 million, or 13.8%, from balances at December 31, 2024. This decrease was due to two bonds maturing and several bonds being sold during the first nine months of 2025. Like any security, corporate bonds have both positive and negative qualities and management must evaluate these securities on a risk versus reward basis. Corporate bonds add diversity to the portfolio and provide strong yields for short maturities; however, by their very nature, corporate bonds carry a high level of credit risk should the entity experience financial difficulties. As a result of the higher level of credit risk taken by purchasing a corporate bond, management has in place procedures to closely analyze the financial health of the company. Financial analysis is conducted prior to every corporate bond purchase with ongoing monitoring performed on all securities held.

Obligations of states and political subdivisions, or municipal bonds, consist of both tax-free and taxable securities. They carry the longest duration on average of any instrument in the securities portfolio. Municipal tax-equivalent yields generally start above other taxable bonds. These instruments also experience significant fair market value gains and losses when interest rates decrease and increase. Municipal securities were purchased throughout 2020 and 2021 due to the levels of excess liquidity experienced due to deposit inflows. The balance of municipal bonds decreased by $8.2 million, or 4.6%, in the first nine months of 2025, primarily due to the sale of a number of these bonds. Municipal bonds represented 28.4% of the securities portfolio as of September 30, 2025 and 28.5% as of December 31, 2024.

Loans

Net loans outstanding increased by 3.9%, to $1.5 billion at September 30, 2025, an annualized rate of 5.1%, from $1.4 billion at December 31, 2024. The following table shows the composition of the loan portfolio as of September 30, 2025 and December 31, 2024.

LOANS BY MAJOR CATEGORY

(DOLLARS IN THOUSANDS)

September 30, 2025 $% December 31, 2024 $%
Agriculture 299,493 20.2 289,284 20.3
Business Loans 367,521 24.8 360,805 25.3
Consumer 5,983 0.4 6,603 0.5
Home Equity 139,673 9.4 118,329 8.3
Non-Owner Occupied CRE 171,386 11.6 136,298 9.6
Residential Real Estate (a) 496,123 33.6 514,120 36.0
Total loans 1,480,179 100 1,425,439 100
Less:
Deferred loan costs, net 2,096 1,830
Allowance for credit losses (16,637) (16,122)
Total net loans 1,465,638 1,411,147

(a) Residential real estate loans do not include mortgage loans serviced for others which totaled $368,100 as of September 30, 2025 and $342,640 as of December 31, 2024.

There was moderate growth in the loan portfolio since December 31, 2024. Agriculture loans, business loans, home equity loans, and non-owner occupied CRE loans grew since December 31, 2024, while the other categories of loans decreased minimally.

The agriculture loan segment increased $10,209,000, or 3.5%, the business loan segment increased $6,716,000, or 1.9%, the consumer loan segment decreased $620,000, or 9.4%, the home equity segment increased $21,344,000, or 18.0%, the non-owner occupied CRE segment increased $35,088,000, or 25.7%, and the residential real estate segment decreased $17,997,000, or 3.5% from balances at December 31, 2024. The agriculture segment is concentrated primarily in loans to dairy operators, poultry operators, and crop farmers. Business loans are fairly diverse with small concentrations in lessors of residential buildings and dwellings and lessors of non-residential buildings. These concentrations are less than 10% of the total business loan portfolio.

In the first nine months of 2025, mortgage production decreased 41.4% compared to the first nine months of 2024. Purchase money origination constituted 94.1% of the Corporation’s mortgage originations for the nine months ended September 30, 2025. The held-for-investment production is 52.9% of total originations with construction-only and construction-permanent loans making up 53.2% of the total held-for-investment production. As of September 30, 2025, adjustable-rate mortgage balances were $331.2 million, representing 66.6% of the 1-4 family residential loan portfolio of the Corporation.

Non-Performing Assets

Non-performing assets include:

  • Nonaccrual loans
  • Loans past due 90 days or more and still accruing
  • Other real estate owned

NON-PERFORMING ASSETS

(DOLLARS IN THOUSANDS)

September 30, 2025 $$ December 31, 2024 September 30, 2024 $
Nonaccrual loans 9,857 11,887 9,862
Loans past due 90 days or more and still accruing — — —
Total non-performing loans 9,857 11,887 9,862
Other real estate owned — — —
Total non-performing assets 9,857 11,887 9,862
Non-performing assets to net loans 0.67% 0.83% 0.71%

The total balance of non-performing loans did not change materially since September 30, 2024, and decreased $2,030,000, or 17.1%, from balances at December 31, 2024.

The decrease from December 31, 2024 was net of paydowns and payoffs of various unrelated relationships offsetting the addition of a number of unrelated relationships experiencing payment defaults including four agricultural mortgage loans totaling $2.1 million and four residential mortgage loans totaling $614,000. To further offset the additions, one $1.1 million residential mortgage relationship that was nonaccrual at December 31, 2024 subsequently became other real estate owned during April 2025 and was later sold in July 2025.

No loans were past due 90 days and still accruing at September 30, 2025, December 31, 2024 or September 30, 2024.

There was no other real estate owned (OREO) property as of September 30, 2025, December 31, 2024, or September 30, 2024.

Allowance for Credit Losses

The allowance for credit losses (ACL) is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on total loans. Management reviews the adequacy of the ACL on a quarterly basis. The ACL represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The ACL is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The Corporation measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. Additionally, the ACL calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments may increase or reduce reserve levels and include adjustments for lending policies and procedures, loan portfolio trends, lending management experience, asset quality, loan review, underlying collateral, and credit concentrations. Loans that do not share risk characteristics are evaluated on an individual basis. When management determines that foreclosure is probable and the borrower is experiencing financial difficulty, the expected credit losses are based on the fair value of collateral at the reporting date adjusted for selling costs as appropriate. Based on the quarterly calculation, management will adjust the ACL through the provision for credit losses as necessary.

Strong and disciplined credit and collateral policies and practices have been instrumental in producing a favorable history of credit losses for the Corporation. The Net Charge-Off table below shows the net charge-offs for each segment of the Corporation’s loan portfolio as of September 30, 2025 and September 30, 2024.

Net Charge-Offs

(DOLLARS IN THOUSANDS)

Loans charged-off: September 30, 2025 $$ September 30, 2024
Agriculture — —
Business Loans — —
Consumer Loans 45 55
Home Equity 3 —
Non-Owner Occupied CRE — —
Residential Real Estate 84 —
Total loans charged-off 132 55
Recoveries of loans previously charged-off
Agriculture 25 —
Business Loans 5 5
Consumer Loans 26 16
Home Equity — —
Non-Owner Occupied CRE — —
Residential Real Estate — —
Total recoveries 56 21
Net charge-offs (recoveries)
Agriculture (25) —
Business Loans (5) (5)
Consumer Loans 19 39
Home Equity 3 —
Non-Owner Occupied CRE — —
Residential Real Estate 84 —
Total net charge-offs 76 34

The Corporation has historically experienced very low net charge-off percentages due to disciplined credit practices. As of September 30, 2025, there were $132,000 in charge-offs and $56,000 of recoveries, representing a net charge-off position of $76,000 as shown above. As of September 30, 2024, there were $55,000 in charge-offs and $21,000 in recoveries, representing a net charge-off position of $34,000.

Management regularly reviews the overall risk profile of the loan portfolio and the impact that current economic trends have on the Corporation’s loans. The financial industry typically evaluates the quality of loans on a scale with “unclassified” representing healthy loans, “special mention” being the first indication of credit concern, and several successive classified ratings indicating further credit declines of “substandard,” “doubtful,” and, ultimately, “loss.”

The Corporation’s level of classified loans was $34.9 million on September 30, 2025, compared to $23.4 million on December 31, 2024. Total classified loans have increased from the prior year due to the downgrading of a number of unrelated agriculture and business relationships. Having more loans in a classified status could result in a larger allowance as higher amounts of projected historical losses and qualitative factors are attached to these loans.

Deposits

The Corporation’s total ending deposits at September 30, 2025, decreased by $5.7 million, or 0.3%, from December 31, 2024, and increased by $69.3 million, or 3.8%, from September 30, 2024. Customer deposits are the Corporation’s primary source of funding for loans and securities. The mix of the Corporation’s deposit categories has changed since September 30, 2024, with increases across all categories of deposits. Since September 30, 2024, there has been a $24.2 million, or 4.0% increase in non-interest bearing demand deposit accounts, a $12.9 million, or 3.6% increase in interest bearing demand balances, a $0.5 million, or 0.3% increase in money market account balances, a $8.0 million, or 2.9% increase in savings account balances, and a $23.7 million, or 5.6% increase in time deposit balances. The increase in time deposit balances was a result of the increased rate environment and offering promotional rates on specific time deposit terms. Time deposits are typically a more rate-sensitive product, making them a source of funding that is prone to balance variations depending on the interest rate environment and how the Corporation’s time deposit rates compare with the local market rates. Time deposits fluctuate as consumers search for the best rates in the market, with less allegiance to any particular financial institution.

As of September 30, 2025 and 2024, the total uninsured deposits of the Corporation were approximately $224.4 million and $205.0 million, respectively or 11.9% and 11.3%, of total deposits. Total uninsured deposits is calculated based on regulatory reporting requirements and reflects the portion of any deposit of a customer at an insured depository institution that exceeds the applicable FDIC insurance coverage for that depositor at that institution and amounts in any other uninsured investment or deposit accounts that are classified as deposits and not subject to any federal or state deposit insurance regime.

The Deposits by Major Classification table, shown below, provides the balances of each category for September 30, 2025, December 31, 2024, and September 30, 2024.

DEPOSITS BY MAJOR CLASSIFICATION

(DOLLARS IN THOUSANDS)

September 30, 2025 $$ December 31, 2024 September 30, 2024 $
Non-interest bearing demand 623,270 631,711 599,025
Interest bearing demand 375,477 384,236 362,573
Money market deposit accounts 157,048 162,514 156,541
Savings accounts 284,230 280,526 276,212
Time deposits 444,724 431,456 421,064
Total deposits 1,884,749 1,890,443 1,815,415

The growth and mix of deposits is often driven by several factors including:

  • Convenience and service provided
  • Current rates paid on deposits relative to competitor rates
  • Level of and perceived direction of interest rates
  • Financial condition and perceived safety of the institution
  • Possible risks associated with other investment opportunities
  • Level of fees on deposit products

Borrowings

Total borrowings were $170.7 million, $183.5 million, and $127.5 million as of September 30, 2025, December 31, 2024, and September 30, 2024, respectively. Short-term borrowings with the Federal Home Loan Bank (FHLB) were $60.0 million as of September 30, 2025 and December 31, 2024. There were no short-term borrowings as of September 30, 2024. Short-term funds are used for immediate liquidity needs and are not typically part of an ongoing liquidity or interest rate risk strategy; therefore, they fluctuate more rapidly. When short-term funds are used, they are purchased through correspondent and member bank relationships as overnight borrowings or through the FHLB for terms less than one year.

Total long-term borrowings, borrowings initiated for terms longer than one year, were $70.8 million as of September 30, 2025, $83.8 million as of December 31, 2024, and $87.8 million as of September 30, 2024, respectively. The long-term borrowings for the Corporation were made up entirely of FHLB long-term advances. FHLB advances are used as a secondary source of funding and to mitigate interest rate risk. These long-term funding instruments are typically a more effective funding instrument in terms of selecting the exact amount, rate, and term of funding rather than trying to source the same through deposits. In this manner, management can efficiently meet known liquidity and interest rate risk needs. The Corporation continues to be within the FHLB maximum borrowing capacity (MBC), which is currently $721.3 million. The Corporation’s internal policy limits are far more restrictive than the FHLB MBC, which is calculated and set quarterly by FHLB.

In addition to the long-term advances funded through the FHLB, on December 30, 2020, the Corporation completed the sale of a subordinated debt note offering. The Corporation sold $20.0 million of subordinated debt notes with a maturity date of December 30, 2030. These notes are non-callable for 5 years and carry a fixed interest rate of 4% per year for 5 years and then convert to a floating rate for the remainder of the term. The notes can be redeemed at par beginning 5 years prior to maturity. The notes are structured to qualify as Tier 2 capital for the Corporation and any funds it invests in the Bank qualify as Tier 1 capital at the Bank. As of September 30, 2025, $16.0 million of funds were invested in the Bank. The Corporation paid an issuance fee of 2% of the total issue that will be amortized to the call date on a pro-rata basis.

On July 22, 2022, the Corporation completed the sale of an additional subordinated debt note offering. The Corporation sold $20.0 million of subordinated debt notes with a maturity date of September 30, 2032. These notes are all non-callable for 5 years and carry a fixed interest rate of 5.75% per year for the 5 years and then convert to a floating rate for the remainder of the term. The notes can be redeemed at par beginning 5 years prior to maturity. The notes are structured to qualify as Tier 2 capital for the Corporation and any funds it invests in the Bank qualify as Tier 1 capital at the Bank. As of September 30, 2025, $17.0 million of funds were invested in the Bank. The Corporation paid an issuance fee of 2% of the total issue that will be amortized to the call date on a pro-rata basis.

Stockholders’ Equity

Federal regulatory authorities require banks to meet minimum capital levels. The Corporation, as well as the Bank, as the solely owned subsidiary of the Corporation, maintains capital ratios well above those minimum levels. The risk-weighted capital ratios are calculated by dividing capital by total risk-weighted assets. Regulatory guidelines determine the risk-weighted assets by assigning assets to specific risk-weighted categories. The calculation of tier I capital to risk-weighted average assets does not include an add-back to capital for the amount of the allowance for credit losses, thereby making this ratio lower than the total capital to risk-weighted assets ratio.

The consolidated asset limit on small bank holding companies is $3 billion and a company with assets under that limit is not subject to the consolidated capital rules but may disclose capital amounts and ratios. The Corporation has elected to disclose those amounts and ratios.

The following tables reflect the capital ratios for the Corporation and Bank compared to the regulatory capital requirements.

REGULATORY CAPITAL RATIOS:

As of September 30, 2025 Total Capital to Risk-Weighted Assets Capital Ratios Regulatory Requirements Adequately Capitalized Well Capitalized
Consolidated 15.1% N/A N/A
Bank 14.9% 8.0% 10.0%
Tier 1 Capital to Risk-Weighted Assets
Consolidated 11.4% N/A N/A
Bank 13.8% 6.0% 8.0%
Common Equity Tier 1 Capital to Risk-Weighted Assets
Consolidated 11.4% N/A N/A
Bank 13.8% 4.5% 6.5%
Tier 1 Capital to Average Assets
Consolidated 7.9% N/A N/A
Bank 9.5% 4.0% 5.0%
As of December 31, 2024
Total Capital to Risk-Weighted Assets
Consolidated 14.6% N/A N/A
Bank 14.4% 8.0% 10.0%
Tier I Capital to Risk-Weighted Assets
Consolidated 10.9% N/A N/A
Bank 13.2% 6.0% 8.0%
Common Equity Tier I Capital to Risk-Weighted Assets
Consolidated 10.9% N/A N/A
Bank 13.2% 4.5% 6.5%
Tier I Capital to Average Assets
Consolidated 7.5% N/A N/A
Bank 9.1% 4.0% 5.0%
As of September 30, 2024
Total Capital to Risk-Weighted Assets
Consolidated 14.7% N/A N/A
Bank 14.4% 8.0% 10.0%
Tier 1 Capital to Risk-Weighted Assets
Consolidated 14.7% N/A N/A
Bank 13.3% 6.0% 8.0%
Common Equity Tier 1 Capital to Risk-Weighted Assets
Consolidated 10.9% N/A N/A
Bank 13.3% 4.5% 6.5%
Tier 1 Capital to Average Assets
Consolidated 7.8% N/A N/A
Bank 9.5% 4.0% 5.0%

49

As of September 30, 2025, the Bank’s Tier 1 Leverage Ratio stood at 9.5% while the Corporation’s Tier 1 Leverage Ratio was 7.9%. Tier 1 Capital at the Corporation level was not impacted by the subordinated debt issuance since subordinated debt only qualifies as Tier 2 Capital at the corporate level. As such, in terms of the Corporation’s regulatory capital ratios, only the Total Capital to Risk-Weighted Assets ratio was enhanced as a result of the $40 million subordinated debt issuance. Most of the marked improvement in capital ratios occurred at the Bank level.

Off-Balance Sheet Arrangements

In the normal course of business, the Corporation typically has off-balance sheet arrangements related to loan funding commitments. These arrangements may impact the Corporation’s financial condition and liquidity if they were to be exercised within a short period of time. As discussed in the following liquidity section, the Corporation has in place sufficient liquidity alternatives to meet these obligations. The following table presents information on the commitments by the Corporation as of September 30, 2025.

OFF-BALANCE SHEET ARRANGEMENTS

(DOLLARS IN THOUSANDS)

Commitments to extend credit: September 30, 2025 $
Revolving home equity 277,209
1-4 family residential construction loans 10,532
Commercial real estate, other construction and land development loans 43,968
Commercial and industrial loans 103,034
Other 138,390
Standby letters of credit 18,704
Total 591,837

50

Market risk

As filed, 12,758 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

As a financial institution, the Corporation is subject to three primary risks:

  • Credit risk
  • Liquidity risk
  • Interest rate risk

The Board of Directors has established an Asset Liability Management Committee (ALCO) to measure, monitor, and manage these primary market risks. The Asset Liability Policy has instituted guidelines for all of these primary risks, as well as other financial performance measurements with target ranges. The Asset Liability goals and guidelines are consistent with the Strategic Plan goals related to financial performance.

Credit Risk

For discussion on credit risk refer to the sections in Item 2. Management’s Discussion and Analysis, on securities, non-performing assets, and allowance for credit losses.

Liquidity Risk

Liquidity refers to having an adequate supply of cash available to meet business needs. Financial institutions must ensure that there is adequate liquidity to meet a variety of funding needs, at a minimal cost. Funding new loans and covering deposit withdrawals are the primary liquidity needs of the Corporation. The Corporation uses a variety of funding sources to meet liquidity needs, such as deposits, loan repayments, cash flows from securities, borrowings, and current earnings.

As noted in the discussion on deposits, customers have historically provided the Corporation with a reliable and steadily increasing source of funds liquidity. The Corporation also has in place relationships with other banking institutions for the purpose of buying and selling Federal funds. The lines of credit with these institutions provide immediate sources of additional liquidity. The Corporation currently has unsecured lines of credit totaling $50 million. This does not include amounts available from member banks such as the Federal Reserve Discount Window or the FHLB of Pittsburgh.

The Corporation regularly reviews its liquidity position by measuring its projected net cash flows at a 30 and 90-day interval. The Corporation stresses the measurements by assuming a level of deposit out-flows that have not historically been realized. In addition to this forecast, other funding sources are reviewed as a method to provide emergency funding if necessary. The objective of this measurement is to identify the amount of cash that could be raised quickly without the need to liquidate assets. The Corporation also stresses its liquidity position utilizing different longer-term scenarios. The varying degrees of stress create pressure on deposit flows in its local market, reduce access to wholesale funding and limit access of funds available through brokered deposit channels. In addition to stressing cash flow, specific liquidity risk indicators are monitored to help identify risk areas. This analysis helps identify and quantify the potential cash surplus/deficit over a variety of time horizons to ensure the Corporation has adequate funding resources. Assumptions used for liquidity stress testing are subjective. Should an evolving liquidity situation or business cycle present new data, potential assumption changes will be considered. The Corporation believes it can meet all anticipated liquidity demands.

Historically, the Corporation has satisfied its liquidity needs from earnings, repayment of loans and amortizing investment securities, maturing investment securities, loan sales, deposit growth and its ability to access existing lines of credit. All investment securities are classified as available for sale; therefore, securities that are unencumbered can be used as collateral for borrowings and are an additional source of readily available liquidity.

The Corporation analyzes the following additional liquidity measurements in an effort to monitor and mitigate liquidity risk:

  • On-hand Liquidity/Total Liabilities – Net liquid assets as a percentage of total liabilities
  • Non-Core Funding Dependence – Non-core liabilities minus short-term investments as a percentage of long-term assets
  • Reliance on Wholesale Funding – Wholesale funding as a percentage of total funding
  • Net Short-term Liabilities/Total Assets – Short-term liabilities minus short-term assets as a percentage of total assets
  • Loan to Deposit Ratio – Total loans as a percentage of total deposits
  • Investment Securities to Assets Threshold – Total investment securities as a percentage of total assets

These measurements are designed to prevent undue reliance on outside sources of funding and to ensure a steady stream of liquidity is available should events occur that would cause a sudden decrease in deposits or large increase in loans or both, which would in turn draw significantly from the Corporation’s available liquidity sources. As of September 30, 2025, the Corporation was in the low-risk range for all of the above measurements except for two ratios that fell in the moderate-risk range: reliance on wholesale funding and the investment securities to assets ratio. Both of these ratios were impacted by the derivative strategy undertaken in 2024 to leverage the balance sheet through wholesale borrowings and investment securities with off-balance sheet interest rate swaps. While this placed the Corporation in the moderate-risk range for the ratios mentioned above, the strategy was analyzed extensively and the risk measured.

The Corporation’s liquidity measurements are tracked and reported quarterly by management to both observe trends and ensure the measurements stay within desired ranges. Management is confident that a sufficient amount of internal and external liquidity exists to provide for significant unanticipated liquidity needs.

Interest Rate Risk

Interest rate risk is measured using two analytical tools:

  • Changes in net interest income
  • Changes in net portfolio value

Financial modeling is used to forecast net interest income and earnings, as well as net portfolio value, also referred to as fair value. The modeling is generally conducted under nine different interest rate scenarios that can vary according to the present level of interest rates. The scenarios consist of a projection of net interest income if rates remain flat, increase 100, 200, 300, or 400 basis points, or decrease 100, 200, 300, or 400 basis points.

The results obtained through the use of forecasting models are based on a variety of factors. Both the net interest income and fair value forecasts make use of the maturity and repricing schedules to determine the changes to the balance sheet over the course of time. Additionally, there are many assumptions that factor into the results. These assumptions include, but are not limited to, the following:

  • Projected forward interest rates
  • Slope of the U.S. Treasury curve
  • Spreads available on securities over the U.S. Treasury curve
  • Prepayment speeds on loans held and mortgage-backed securities
  • Anticipated calls on securities with call options
  • Deposit and loan balance fluctuations
  • Competitive pressures affecting loan and deposit rates
  • Economic conditions
  • Consumer reaction to interest rate changes

As a result of the many assumptions, this information should not be relied upon to predict future results. Additionally, both of the analyses discussed below do not consider any action that management could take to minimize or offset the negative effect of changes in interest rates. These tools are used to assist management in identifying possible areas of risk in order to address them before a greater risk is posed. Back testing of the model is completed to compare actual results to projections to ensure the validity of the assumptions in the model. The back testing analyses indicate that the model assumptions are reliable.

Changes in Net Interest Income

The change in net interest income measures the amount of net interest income fluctuation that would be experienced over one year, assuming interest rates change immediately and remain the same for one year. This is considered to be a short-term view of interest rate risk. The analysis of changes in net interest income due to changes in interest rates is commonly referred to as interest rate sensitivity. The Corporation’s interest rate sensitivity analysis indicates that if interest rates were to change immediately, the Corporation would realize less net interest income in all down rate scenarios and an increase in net interest income in all up rate scenarios. This is due to the ability of the Corporation to immediately achieve higher interest earnings on interest-earning assets while having the ability to limit the amount of increase in interest-bearing liabilities based on the timing of deposit rate changes. This generally results in an increase in net interest income in the rising rate scenarios, but a decline in net interest income in the declining rate scenarios.

The third quarter 2025 analysis projects net interest income expected in the nine rate scenarios over a one-year time horizon. As of September 30, 2025, the Corporation was within guidelines for the maximum amount of net interest income change in all rate scenarios.

The assumptions and analysis of interest rate risk are based on historical experience during varied economic cycles. Management believes these assumptions to be appropriate; however, actual results could vary significantly. Management uses this analysis to identify trends in interest rate sensitivity and determine if action is necessary to mitigate asset liability risk.

Changes in Net Portfolio Value

The change in net portfolio value is considered a tool to measure long-term interest rate risk. The analysis measures the exposure of the balance sheet to valuation changes due to changes in interest rates. The calculation of net portfolio value discounts future cash flows to the present value based on current market rates. The change in net portfolio value estimates the gain or loss in value that would occur on market sensitive instruments given an interest rate increase or decrease in the same nine scenarios mentioned above. As of September 30, 2025, the Corporation was within guidelines for all rate scenarios except the down 300 and 400 basis point scenarios. The Corporation shows a favorable benefit to net portfolio value in the rising rate scenarios, due primarily to the large amount of core deposits on the Corporation’s balance sheet. The non-interest bearing demand deposit accounts and low-interest bearing checking, savings, and money market accounts provide more benefit to the Corporation when interest rates are higher and the difference between the overnight funding costs compared to the average interest bearing core deposit rates are greater. As interest rates increase, the discount rate used to value the Corporation’s interest bearing accounts increases, causing a lower net present value for these interest-bearing deposits. This improves the modeling of the Corporation’s fair value risk to higher interest rates as the liability amounts decrease causing a higher net portfolio value of the Corporation’s balance sheet. However, as interest rates decrease, the discount rate used to value the Corporation’s interest bearing accounts decreases, causing a higher net present value for these interest-bearing deposits.

The analysis shows a valuation loss in the down rate scenarios. Policy allows for a valuation decline of 30% for the down 300 and 35% for the down 400 basis point scenarios and actual projected results show a valuation decline of 40.8% and 59.8%, respectively. While this loss is outside of policy guidelines, it is unlikely that rates would move down immediately by 300 or 400 basis points. The Corporation will continue to monitor these measurements in the down-rate scenarios and adjust balance sheet structure as necessary to prepare for future potential lower rates.

The weakness with the net portfolio value analysis is that it assumes liquidation of the Corporation rather than as a going concern. For that reason, it is considered a secondary measurement of interest rate risk to “Changes in Net Interest Income” discussed above. However, the net portfolio value analysis is a more important tool to measure the impact of interest rate changes to capital. In the current regulatory climate, the focus is on ensuring adequate asset liability modeling is being done to project the impact of very large interest rate increases on capital. The asset liability modeling currently in place measures the impact of such a rate change on the valuation of the Corporation’s loans, securities, deposits, and borrowings, and the resulting impact to capital. Management continues to analyze additional scenario testing to model “worst case” scenarios to adequately plan for the possible severe impact of such events.

Controls and procedures

As filed, 1,410 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

(a) Evaluation of Disclosure Controls and Procedures.

Management carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer (Principal Executive Officer) and Treasurer (Principal Financial Officer), of the effectiveness of the design and the operation of the Corporation’s disclosure controls and procedures (as such term as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer (Principal Executive Officer) along with the Treasurer (Principal Financial Officer) concluded that the Corporation’s disclosure controls and procedures as of September 30, 2025, are effective to ensure that information required to be disclosed in the reports that the company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

(b) Changes in Internal Controls.

There have been no changes in the Corporation’s internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II – OTHER INFORMATION

September 30, 2025

Risk factors

As filed, 1,969 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

The Corporation continually monitors the risks related to the Corporation’s business, other events, the Corporation’s Common Stock, and the Corporation’s industry. Other than as noted below, there have been no material changes in risk factors applicable to the Corporation from those disclosed in "Risk Factors" in Item 1A of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024.

Changes to trade policies and tariffs can have an adverse impact on our business and our customers.

Changes in trade policies, including the imposition of tariffs or the escalation of a trade war, could negatively impact the economic conditions in the markets we serve. Our customers-particularly local businesses engaged in agriculture, manufacturing, and retail-may face higher costs for imported goods and materials, reduced export demand, and supply chain disruptions due to increased tariffs. These challenges could lead to lower revenues, reduced profitability, and potential layoffs, all of which may impair our customers' ability to meet their financial obligations. Furthermore, prolonged trade tensions and economic uncertainty could lead to market volatility, declining asset values, and weakened consumer confidence. If our customers experience financial stress, we could see an increase in loan delinquencies and credit losses, negatively affecting our asset quality and overall financial performance. Additionally, any decline in local economic activity could reduce loan demand, deposit growth, and fee income, which are critical to our long-term success. While we actively monitor economic and policy developments, we cannot predict the outcome of trade negotiations or the full impact of tariffs and trade restrictions on our business, customers, and the broader economy. Any adverse effects from tariffs or a trade war could materially and negatively impact our financial condition, results of operations, and future growth prospects.

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2025-09-30. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Income tax3 months2025-07-01 to 2025-09-30$1.4mus-gaap:IncomeTaxExpenseBenefit
Income tax9 months2025-01-01 to 2025-09-30$3.8mus-gaap:IncomeTaxExpenseBenefit
Net income3 months2025-07-01 to 2025-09-30$5.9mus-gaap:NetIncomeLoss
Net income9 months2025-01-01 to 2025-09-30$16.0mus-gaap:NetIncomeLoss
Basic EPS3 months2025-07-01 to 2025-09-30$1.04us-gaap:EarningsPerShareBasic
Basic EPS9 months2025-01-01 to 2025-09-30$2.83us-gaap:EarningsPerShareBasic
Operating cash flow9 months2025-01-01 to 2025-09-30$20.4mus-gaap:NetCashProvidedByUsedInOperatingActivities
Capital expenditure9 months2025-01-01 to 2025-09-30$4.6mus-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Dividends paid9 months2025-01-01 to 2025-09-30$3.1mus-gaap:PaymentsOfDividendsCommonStock
Cash and equivalentsAt period end2025-09-30$48.4mus-gaap:CashAndCashEquivalentsAtCarryingValue
Total assetsAt period end2025-09-30$2.22bnus-gaap:Assets
Total liabilitiesAt period end2025-09-30$2.07bnus-gaap:Liabilities
Short-term borrowingsAt period end2025-09-30$60.0mus-gaap:ShortTermBorrowings
Shareholders' equityAt period end2025-09-30$152.0mus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0001174947-25-001388. Last ingested by Listed: Oct 24, 2026, 15:08 ET. Listed shows no prices and gives no investment advice.