Bank of the James Financial Group Inc: Form 10-Q for the period ended Sep 30, 2025

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Statements made in this document and in any documents incorporated by reference that are not purely historical are forward-looking statements, including statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of revenues, earnings, or other performance measures. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. These statements generally may be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” or similar expressions. Shareholders should note that many factors, some of which are discussed elsewhere in this document, could affect the future financial results of Financial and could cause those results to differ materially from those expressed in forward-looking statements. These factors, many of which are beyond Financial’s control, include, but are not limited to, the following:

Problems with technology utilized by us, including potential exposure to fraud, negligence, computer theft, cyber-crime, cyber-threats, and the Company’s ability to maintain the security of its data processing and information technology systems.

Operating, legal, and regulatory risks, including the effects of legislative or regulatory developments affecting the financial industry generally or Financial specifically, such as government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its related regulations), which change from time to time and over which we have no control, and increased competition from other providers of financial services due to such regulations.

Economic, market, political, and competitive forces affecting Financial's banking and other businesses, including changes in interest rates, monetary policy, and general economic conditions, which may impact net interest income, credit quality, loan demand, or overall conditions in our market area.

Geopolitical risks, including economic and political tensions with China, the ongoing war between Russia and Ukraine and potential expansion of combatants, sanctions on Russia, and the potential impact of tariffs, trade restrictions, or changes in U.S. trade policy on businesses in our market area and our business and agricultural borrowers, all of which may have a destabilizing effect on financial markets and economic activity and could indirectly affect credit quality, loan demand, or overall economic conditions in our market area.

The ability to maintain adequate liquidity by retaining deposit customers and secondary funding sources, especially if the Company’s or banking industry’s reputation becomes damaged.

The adequacy of the level of the Company’s allowance for credit losses, the amount of credit loss provisions required in future periods, and the failure of assumptions underlying the allowance for credit losses.

Reliance on our management team, including our ability to attract and retain key personnel.

Changes in the value of real estate securing loans made by the Bank.

Adoption of new accounting standards or changes in existing standards.

Compliance or operational risks related to new products, services, ventures, or lines of business, if any, that Financial may pursue or implement.

The risk that Financial’s analysis of these risks and forces is incorrect or that the strategies developed to address them are unsuccessful.

The stability of the overall banking industry in the United States.

Prolonged U.S. federal government shutdowns (lapses in appropriations), which may disrupt economic activity, delay or reduce federal payments and guaranty programs (including small‑business lending), constrain capital markets or regulatory processes, and reduce the availability of government economic data relied upon by market participants and monetary policymakers.

Developments related to digital assets, including cryptocurrencies and stablecoins, and changes in related laws, supervisory expectations, capital or accounting frameworks, customer adoption, or payment rails, any of which could affect deposit flows, liquidity management, third‑party relationships, operational resiliency, compliance obligations, or reputational risk.

Our ability to pay dividends, repurchase shares, or otherwise return capital to shareholders, which is subject to our capital position and earnings, applicable laws and regulations (including capital buffer and stress‑testing requirements), regulatory approvals or supervisory actions, and the discretion of our Board of Directors.

Changes in federal, state, or local tax laws, regulations, rates, or administrative interpretations and the timing of regulatory guidance or implementation that could affect our effective tax rate, deferred tax assets, capital planning, or after‑tax earnings.

Other risks and uncertainties set forth in this Quarterly l Report on Form 10-Q and, from time to time, in our other filings with the Securities and Exchange Commission (“SEC”).

Other risks, uncertainties, and factors could cause our actual results to differ materially from those projected in any forward-looking statements we make. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

These factors should be considered when evaluating the forward-looking statements, and you should not place undue reliance on such statements. This discussion and analysis should be read in conjunction with the description of our “Risk Factors” in Item 1A of the most recently filed Form 10-K.

GENERAL

Critical Accounting Policies

Bank of the James Financial Group, Inc.’s (“Financial” or the “Company”) financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). As a community bank primarily serving central Virginia, the financial information contained within our statements is, to a significant extent, based on measures of the financial effects of transactions and events that have already occurred, such as lending activities tied to local real estate markets and small business operations. A variety of factors—particularly regional economic conditions, fluctuations in interest rates, and changes in real estate values in our market area—could affect the ultimate value obtained when earning income, recognizing an expense, recovering an asset, or relieving a liability. In addition, GAAP itself may evolve from one previously acceptable method to another, potentially altering the timing of how these events impact our transactions, even if the underlying economics remain unchanged.

The Allowance for Credit Losses on Loans (“ACL”) is management’s estimate of the current expected credit losses in our loan portfolio and held-to-maturity securities portfolio. With the exception of loans related to agriculture, the Company uses a discounted cash flow model to estimate its current expected credit losses in our loan portfolio and held-to-maturity securities portfolio. Actual losses could differ significantly from the historical factors that we use in estimating risk. For information on the Company’s policies on the ACL, please refer to Note 2 – “Allowance for Credit Losses - Loans” in the Company’s Form 10-K for the year ended December 31, 2024. See “Management’s Discussion and Analysis Results of Operations – Allowance and Provision for Credit losses” below for further discussion of the allowance for credit losses.

Overview

The following overview of our business has not materially changed since our Annual Report on Form 10-K for the year ended December 31, 2024.

Financial is a bank holding company headquartered in Lynchburg, Virginia. Our primary business is retail banking which we conduct through our wholly-owned subsidiary, Bank of the James (which we refer to as the “Bank”). We conduct four other business activities: mortgage banking through the Bank’s Mortgage Division (which we refer to as “Mortgage”), investment services through the Bank’s Investment division (which we refer to as “Investment Division”), insurance activities through BOTJ Insurance, Inc., a subsidiary of the Bank, (which we refer to as “Insurance Business”), and as of December 31, 2021, investment advisory services through the Company’s wholly-owned subsidiary, Pettyjohn, Wood & White, Inc. (which we refer to as “PWW”).

The Bank is a Virginia banking corporation headquartered in Lynchburg, Virginia. The Bank was incorporated under the laws of the Commonwealth of Virginia as a state-chartered bank in 1998 and began banking operations in July 1999. The Bank was organized to engage in general retail and commercial banking business. The Bank is a community-oriented financial institution that provides varied banking services to individuals, small and medium-sized businesses, and professional concerns. Historically, our primary market area has been the Central Virginia, Region 2000 area, which encompasses the seven jurisdictions of the Town of Altavista, Amherst County, Appomattox County, the Town of Bedford, Bedford County, Campbell County, and the City of Lynchburg. The Bank has expanded to other areas in Virginia, specifically Roanoke, Charlottesville, Harrisonburg, Blacksburg, Lexington, Rustburg, Buchanan, and Nellysford. The Bank strives to provide its customers with products comparable to statewide regional banks located in its market areas, while maintaining the prompt response time and level of service of a community bank. Management believes this operating strategy has particular appeal in the Bank’s market areas.

We conduct our investment advisory business through PWW, which Financial acquired on December 31, 2021. PWW is a Lynchburg, Virginia-based investment advisory firm that has approximately $984,746,000 in assets under management and advisement as of September 30, 2025. PWW generates revenue primarily through investment advisory fees.

The Bank’s principal office is located at 828 Main Street, Lynchburg, Virginia 24504 and its telephone number is (434) 846-2000. The Bank also maintains a website at www.bankofthejames.bank (http://www.bankofthejames.bank).

Our operating results depend primarily upon the Bank’s net interest income, which is determined by the difference between (i) interest and dividend income on earning assets—consisting primarily of loans, investment securities, and other investments—and (ii) interest expense on interest-bearing liabilities, consisting principally of deposits and other borrowings. The Bank’s net income is also affected by its provision for credit losses, as well as the level of its noninterest income (including gains on sales of loans held for sale, service charges, and investment advisory fees) and its noninterest expenses (including salaries and employee benefits, occupancy expense, data processing expenses, Federal Deposit Insurance Corporation premiums, expenses in complying with regulatory requirements, miscellaneous other expenses, franchise taxes, and income taxes).

The Bank intends to enhance its profitability by increasing its market share in its service areas, providing additional services to customers, and controlling costs.

The Bank services its banking customers through the following locations in Virginia:

Full-Service Branches

The main office located at 828 Main Street in Lynchburg, Virginia (the “Main Street Office”),

A branch located at 5204 Fort Avenue in Lynchburg, Virginia (the “Fort Avenue Branch”),

A branch located at 4935 Boonsboro Road, Suites C and D in Lynchburg, Virginia (the “Boonsboro Branch”),

A branch located at 4105 Boonsboro Road in Lynchburg, Virginia (the “Peakland Branch”),

A branch located at 4698 South Amherst Highway in Amherst County, Virginia (the “Madison Heights Branch”),

A branch located at 17000 Forest Road in Forest, Virginia (the “Forest Branch”),

A branch located at 164 South Main Street, Amherst, Virginia (the “Amherst Branch”),

A branch located at 1405 Ole Dominion Boulevard in the Town of Bedford, Virginia, located off of Independence Boulevard (the “Bedford Branch”),

A branch located at 1110 Main Street, Altavista, Virginia (the “Altavista Branch”),

A branch located at 1391 South High Street, Harrisonburg, Virginia (the “Harrisonburg Branch”),

A branch located at 1745 Confederate Blvd, Appomattox, Virginia (the “Appomattox Branch”),

A branch located at 225 Merchant Walk Avenue, Charlottesville, Virginia (the “5th Street Station Branch”),

A branch located at 3562 Electric Road, Roanoke, Virginia (the “Roanoke Branch”),

A branch located at 45 South Main St., Lexington, Virginia (the “Lexington Branch”),

A branch located at 550 Water St., Charlottesville, Virginia (the “Water Street Branch”),

A branch located at 2101 Electric Rd, Roanoke, Virginia (the “Oak Grove Branch”),

A branch located at 13 Village Highway, Rustburg, Virginia (the “Rustburg Branch”),

A branch located at 19792 Main Street, Buchanan, Virginia (the “Buchanan Branch”);

A branch located at 2935 Rockfish Valley Highway, Nellysford, Virginia (the “Nellysford Branch”); and

A branch located at 20795 Timberlake Road, Lynchburg, Virginia (the “Timberlake Branch”).

Limited Service Branches

Westminster-Canterbury facilities located at 501 VES Road, Lynchburg, Virginia, and

Westminster-Canterbury facilities located at 250 Pantops Mountain Road, Charlottesville, Virginia.

Loan Production Offices

Residential mortgage loan production office located at the Forest Branch,

Residential mortgage loan production office located at 570 West Main St., Wytheville, Virginia,

Residential mortgage loan production office located at 2001 South Main Street, Blacksburg, Virginia, and

Commercial, consumer and residential mortgage loan production office located at the Water Street Branch.

The Investment division and the Insurance Business operate primarily out of offices located at the Main Street Office. PWW operates our investment advisory business primarily from its offices at 1925 Atherholt Road in Lynchburg.

In September 2025, the Bank opened its full-service branch in Nellysford, Virginia and closed the temporary branch it had been operating.

The Bank continuously evaluates areas within our service areas to identify viable branch locations. Based on this evaluation, the Bank may acquire additional suitable sites.

Subject to regulatory approval, the Bank may open additional branches during the next two fiscal years. Although numerous factors could influence the Bank’s expansion plans, the following discussion provides a general overview of the additional branch locations that the Bank currently is considering, including the following property that we own and are holding for expansion:

Real property located at 1925 Atherholt Road, Lynchburg, Virginia. On December 31, 2021, the Bank purchased real property located at 1925 Atherholt Road, Lynchburg, Virginia. The building currently serves as the offices for Financial’s wholly-owned subsidiary, PWW. PWW is currently leasing the space from the Bank on a month-to-month basis. While the Bank currently does not have a timeline for a branch at this location, the space is attractive for a branch due to its close proximity to Centra’s Lynchburg General Hospital. The investment needed to upfit the property will be minimal.

Although the Bank cannot predict the financial impact of each new branch with certainty, management generally expects that each new branch will become profitable within 12 to 18 months of operation.

The Bank continues to evaluate suitable branch locations and may acquire properties for expansion in the next 12 months. Future branch openings are subject to regulatory approval.

OFF-BALANCE SHEET ARRANGEMENTS

The Bank is party to various financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit risk and interest rate risk exceeding the amount recognized in the balance sheets and could impact the overall liquidity and capital resources to the extent customers accept or use these commitments.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. A summary of the Bank’s commitments follows (dollars in thousands):

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on the Bank’s credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. These letters of credit are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on the Bank’s credit evaluation of the customer.

The Bank has rate lock commitments to originate mortgage loans through its Mortgage Division. The Bank has entered into corresponding commitments with third-party investors to sell each of these loans that close. No other obligation exists. As a result of these contractual relationships with these investors, the Bank is not exposed to losses, nor will it ultimately realize gains related to its rate lock commitments due to changes in interest rates.

SUMMARY OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion represents management’s discussion and analysis of the financial condition of Financial as of September 30, 2025 and December 31, 2024 and the results of operations of Financial for the three and nine-month periods ended September 30, 2025 and 2024. This discussion should be read in conjunction with the financial statements included elsewhere herein. All financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Financial Condition Summary

September 30, 2025 as Compared to December 31, 2024

Total assets were $1,020,125,000 on September 30, 2025, compared with $979,244,000 at December 31, 2024, an increase of 4.18%. The increase in total assets was primarily due to growth in federal funds sold, securities available-for-sale, and loans (net of the allowance for credit losses), reflecting continued loan demand and prudent liquidity management.

Total deposits increased from $882,404,000 as of December 31, 2024, to $919,796,000 on September 30, 2025, an increase of 4.24%. This growth was largely driven by customer inflows into money market and time deposit products as well as non-interet bearing deposits. The Company continues to utilize the reciprocal portion of the Insured Cash Sweep (ICS) program for customers requiring full FDIC insurance, and may re-deploy the non-reciprocal option as market and liquidity conditions warrant.

Total loans, excluding loans held for sale, increased to $659,586,000 on September 30, 2025, from $643,596,000 on December 31, 2024, an increase of 2.37%. Growth was driven primarily by increases in commercial and commercial real estate portfolios, reflecting ongoing regional business activity, while residential and consumer lending levels remained stable.

The following summarizes the position of the Bank’s loan portfolio as of the dates indicated by dollar amount and percentages (dollar in thousands):

Total loans, excluding loans held for sale and net of the allowance for loan losses, increased to $653,288,000 on September 30, 2025, from $636,552,000 on December 31, 2024, an increase of 2.63%. Growth was driven primarily by increases in commercial and commercial real estate portfolios, reflecting ongoing regional business activity, while residential and consumer lending levels remained stable.

Loans held for sale totaled $3,766,000 at September 30, 2025, compared to $3,616,000 at December 31, 2024, an increase of 4.15%, due primarily to normal quarterly fluctuations in mortgage production and secondary market sales.

Subsegments of the loan portfolio are set forth in Note 8 of our financial statements. As a community bank, the Bank is committed to growing assets through quality loan growth by providing credit to small and mid-size businesses and individuals within the markets it serves. Based on the loan portfolio as of September 30, 2025, non-owner-occupied commercial real estate loans and construction and land development loans totaled $230,162,000, representing approximately 34.9% of total loans.

We have expertise and a long history of originating and managing commercial real estate loans. Our strong credit underwriting process includes management and board oversight. We perform rigorous monitoring, stress testing and reporting of these portfolios at the management and board levels, and we continue to monitor concentration levels in our commercial real estate loans monthly.

The Bank closely monitors concentrations within its commercial real estate loan portfolio. As of September 30, 2025, non-owner occupied commercial real estate loans totaled $215,798,000, or approximately 32.7% of total loans. This amount was calculated by purpose code and is consistent with the Call Report that the Bank files with the FDIC. The Bank has minimal exposure to loans secured by large office buildings or shopping centers (less than 5% of the non-owner occupied commercial real estate (CRE) portfolio). The majority of our non-owner occupied commercial loans are secured by smaller, multi-tenant properties diversified across various industries and geographies within our market areas.

The Bank does not have any non-owner occupied commercial loans secured by properties in major city centers. We have not seen an increase in delinquencies in loans secured by non-owner occupied commercial real estate.

In addition, to help manage risk, we actively manage and monitor our commercial real estate risk through the following, when appropriate:

Origination and Analysis

We have a thorough loan origination process. For all CRE loans secured by real estate collateral, we require an appraisal or valuation at the time of origination. We generally do not approve loans with a loan-to-value ratio exceeding 80%. An individual property cash flow analysis is performed, and, if appropriate, a global cash flow analysis is also conducted. We generally require a debt service coverage ratio of at least 1.2x.

Ongoing Risk Management

Following origination, we continue to manage risk. Our ongoing risk management includes:

Utilizing enhanced risk rating systems specific to CRE exposures;

Obtaining regular third-party loan reviews of the CRE portfolio;

Obtaining subsequent appraisals when either required by regulations or dictated by our internal policies;

Stress testing of property cash flows using various vacancy and rate scenarios during underwriting;

Regularly monitoring local market conditions and property sector trends;

Meeting at least annually with clients to which the Bank has significant exposure, along with market-level monitoring of vacancy rates and rental trends;

Performing annual reviews, including the review of current financial information, rate shocking, and collecting and analyzing rent rolls and operating statements at least annually; and

Utilizing a risk rating system that incorporates both property and borrower performance metrics.

Credit Enhancements

Where appropriate, we mitigate risk by obtaining credit enhancements. Typical enhancements to CRE loans include personal guarantees, secondary collateral, and liquid collateral.

The following table sets forth information for non-owner occupied CRE loans for the four largest categories of loans (classified by purpose code and collateral description) having the highest current principal balance:

(1) Loan-to-value is based on collateral valuation at origination date against current bank-owned principal.

The following table sets forth information for owner occupied CRE Loans set forth the four largest categories of loans (classified by purpose code and collateral description) having the highest current principal balance:

(1) Loan-to-value is based on collateral valuation at origination date against current bank-owned principal.

Total nonperforming assets, which consist of nonaccrual loans, loans past due 90 days or more and still accruing were $1,895,000 at September 30, 2025, compared with $1,640,000 at December 31, 2024. As discussed under “Results of Operations—Allowance and Provision for Credit Losses,” management has provided for any anticipated losses on these loans in the allowance for credit losses.

Loan payments received on nonaccrual loans are first applied to principal. When a loan is placed on nonaccrual status, all accrued but unpaid interest is reversed, accrual of interest is discontinued until repayment is assured, and additional provisions may be necessary for actual losses.

Other real estate owned (“OREO”) represents real property acquired by the Bank for debts previously contracted, including through foreclosure or deeds in lieu of foreclosure. We had no OREO at September 30, 2025 and December 31, 2024. The Bank neither acquired nor disposed of any OREO during the three and nine months ended September 30, 2025..

Cash and cash equivalents increased to $85,451,000 at September 30, 2025, from $73,309,000 at December 31, 2024. Cash and cash equivalents consist of cash due from correspondents, cash in vault, and overnight investments (including federal funds sold). The increase was primarily attributable to higher federal funds sold balances, which rose to $57,001,000 at September 30, 2025, compared to $50,022,000 at December 31, 2024. Deposit inflows during the period allowed management to deploy excess liquidity into overnight Fed funds. Cash and cash equivalents remain subject to routine fluctuations in transactional and professional settlement accounts.

Securities held-to-maturity decreased slightly to $3,594,000 at September 30, 2025, from $3,606,000 at December 31, 2024, due to normal net amortization of premiums.

Securities available-for-sale, carried at fair market value, increased to $202,506,000 at September 30, 2025, from $187,916,000 at December 31, 2024, an increase of $14,590,000, reflecting portfolio growth and reinvestment of excess liquidity, as well as an increase in fair value resulting from a decline in interest rates from December 31, 2024. As of September 30, 2025, unrealized losses on securities available‑for‑sale totaled $19.928 million pre‑tax and $15.743 million after tax (21% tax effect). These losses are primarily related to market interest rate movements, and management does not expect to realize them, as the Bank has both the intent and ability to hold the securities until recovery or maturity.

Restricted stock, consisting of stock in the Federal Reserve, the Federal Home Loan Bank of Atlanta (FHLBA), and our correspondent banks, totaled $1,828,000 at September 30, 2025, compared with $1,821,000 at December 31, 2024. These holdings are carried at cost and evaluated for impairment based on par value recoverability rather than temporary market declines.

Liquidity and Capital

Liquid assets, on a consolidated basis, were $287,957,000 on September 30, 2025, in the form of cash, interest-bearing and noninterest-bearing deposits with banks, federal funds sold, and available-for-sale investments. This represents an increase from December 31, 2024, when liquid assets totaled approximately $261,225,000, primarily reflecting higher balances in federal funds sold and investment securities.

The Bank has pledged (market values):

approximately $34,000,000 of our available-for-sale securities as collateral with correspondent banks, including the FHLBA, for collateralized lines of credit;

approximately $51,000,000 of our available-for-sale securities as security for public deposits; and

approximately $25,000,000 of our available-for-sale securities as collateral for advances at the Federal Reserve Bank’s discount window.

If additional liquidity is needed, the Bank can purchase up to $53,000,000 of Fed funds through correspondent relationships and borrow from the FHLBA by pledging additional investments. In addition, the Bank has borrowing capacity with the FHLBA of approximately $17,000,000 related to pledged loans. As of September 30, 2025, the Bank had no borrowings from any of these sources. Management believes that liquid assets were adequate at September 30, 2025 and anticipates additional liquidity from deposit growth and loan repayments.

As of September 30, 2025, the Bank had no borrowings from any of these sources. Management believes that liquid assets were adequate at September 30, 2025. Management anticipates that additional liquidity will be provided by the growth in deposit accounts and loan repayments from customers.

While we have not experienced unusual pressure on deposit balances or liquidity, management continues to closely monitor sources and uses of funds to meet cash flow requirements while seeking to maximize profits. The Company’s total uninsured deposits—amounts, subject to aggregation rules, that exceed the FDIC insurance limit of $250,000—were approximately $276,000,000, or 30% of total deposits, at September 30, 2025. These were estimated using the same methodologies and assumptions as regulatory reporting.

At September 30, 2025, the Bank had a leverage ratio of 9.02%, a Tier 1 risk-based capital ratio and Common Equity Tier 1 (CET1) ratio of 11.41%, and a total risk-based capital ratio of 12.20%. As of both September 30, 2025 and December 31, 2024, the Bank’s regulatory capital levels exceeded those established for well-capitalized institutions.

The Tier 1 risk-based capital ratio decreased modestly from December 31, 2024, primarily due to the dividend payment to Financial of $5,000,000 during 2025, which Financial used toward the retirement of approximately $10,050,000 in debt at maturity. This impact was partially offset by net income of $6,298,000 for the nine months ended September 30, 2025.

Stockholders’ equity totaled $76,972,000 at September 30, 2025, compared with $64,865,000 at December 31, 2024, an increase of 18.66%, primarily reflecting retained earnings growth and a reduction in accumulated other comprehensive loss due to improving unrealized positions on available-for-sale securities.

Bank Level Only Capital Ratios

(dollars in thousands)

(1) Includes the capital conservation buffer of 2.50% for all ratios, excluding the Tier 1 capital to average total assets ratio.

The above tables set forth the capital position and analysis for the Bank only. Because total assets on a consolidated basis are less than $3,000,000,000, Financial is not subject to the consolidated capital requirements imposed by the Bank Holding Company Act. Consequently, Financial does not calculate its financial ratios on a consolidated basis. If calculated, the capital ratios for the Company on a consolidated basis at September 30, 2025 would be lower than those of the Bank, because a portion of the proceeds from the sale of notes previously issued by the holding company were contributed to the Bank as equity.

In July 2013, the Federal Reserve Board approved a final rule establishing a regulatory capital framework for smaller, less complex financial institutions. The rule was fully implemented on January 1, 2019, and established a capital conservation buffer of 2.5%. As a result, the Bank is required to maintain a minimum ratio of Tier 1 capital to average total assets of 4.00% (exclusive of the capital conservation buffer), a minimum ratio of common equity Tier 1 capital to risk-weighted assets of 7.0% (inclusive of the capital conservation buffer), and a Tier 1 risk-based capital ratio of 8.5% (inclusive of the capital conservation buffer). Failure to maintain the capital conservation buffer will limit the ability of the Bank and Financial to pay dividends, repurchase shares, or pay discretionary bonuses. The rule also raised the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and includes a minimum leverage ratio of 4% for all banking organizations.

Results of Operations

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024

Earnings Summary

For the three and nine months ended September 30, 2025, the Company reported net income of $2,752,000 and $6,298,000, respectively, compared with net income of $1,990,000 and $6,326,000 for the same periods in 2024. This represents an increase of $762,000, or 38.3%, for the three-month period, and a slight decrease of $28,000, or 0.4%, for the nine-month period.

Basic and diluted earnings per common share were each $0.61 and $1.39 for the three and nine months ended September 30, 2025, compared with $0.44 and $1.39 for the same periods in 2024.

The increase in net income for the three months ended September 30, 2025, compared with the same period in 2024, was primarily driven by higher net interest income, lower interest expense, and growth in noninterest income, partially offset by an increase in noninterest expense. The slight decrease in net income for the nine-month period ended September 30, 2025, compared with the same period in 2024, was primarily due to higher operating expenses associated with technology investments and personnel growth, which offset improvements in revenue and credit performance.

A more detailed analysis of the components that impacted net income for the three and nine-month periods ended September 30, 2025, compared with the same periods in 2024, follows:

Net interest income increased to $8,300,000 and $24,269,000 for the three and nine months ended September 30, 2025, from $7,509,000 and $21,550,000 for the same periods in 2024, reflecting growth in the loan portfolio and improved yields on earning assets.

The Company recorded a provision for credit losses of $91,000 for the three months ended September 30, 2025, compared with $92,000 for the same period in 2024. For the nine-month period, the Company recorded a recovery of provision for credit losses of $301,000, compared with a recovery of provision of credit losses of $584,000 in 2024.

Noninterest income increased to $4,169,000 and $11,527,000 for the three and nine months ended September 30, 2025, compared with $3,823,000 and $11,321,000 for the same periods in 2024, driven by higher wealth management fees and loan sale gains.

Noninterest expense increased to $9,160,000 and $28,441,000 for the three and nine months ended September 30, 2025, from $8,776,000 and $25,602,000 for the same periods in 2024, primarily reflecting increases in salaries and benefits, and, in the nine months ended September 30, 2025, consulting fees incurred in negotiation the Bank’s core provider contract.

These operating results produced an annualized return on average stockholders’ equity of 15.24% and 12.34% for the three and nine-month periods ended September 30, 2025, compared with 12.86% and 13.95% for the same periods in 2024. The annualized return on average assets was 1.07% and 0.83% for the three and nine-month periods ended September 30, 2025, compared with 0.80% and 0.86% for the same periods in 2024.

The improvement in profitability during the third quarter of 2025 reflects continued balance sheet growth, disciplined funding cost management, and stable asset quality, while year-to-date results were tempered by higher operating expenses associated with technology initiatives and regulatory compliance investments.

See “Noninterest Income” below for mortgage business and wealth management segment discussions.

Interest Income, Interest Expense, and Net Interest Income

For the three and nine months ended September 30, 2025, interest income increased to $11,771,000 and $34,643,000, respectively, compared with $11,563,000 and $33,007,000 for the same periods in 2024. The increase in interest income was primarily attributable to higher average loan balances and improved yields on earning assets. The average rate on loans was approximately 5.70% and 5.65%% for the three and nine months ended September 30, 2025, compared with 5.65% and 5.45% for the same periods in 2024. Yields on total interest-earning assets also rose, driven by loan repricing and origination of new loans at higher market rates.

For the three and nine months ended September 30, 2025, interest expense was $3,471,000 and $10,374,000, compared with $4,054,000 and $11,457,000 for the same periods in 2024—a decline of 14.4% and 9.5%, respectively. The decrease in interest expense resulted primarily from repricing of maturing time deposits and money market accounts at lower rates, along with disciplined deposit pricing strategies during the period. The Company’s average rate paid on interest-bearing deposits and total interest-bearing liabilities was approximately 1.72% and 1.73%, respectively, for the three months ended September 30, 2025 compared with 2.01% and 2.05% for the same period in 2024. The Company’s average rate paid on interest-bearing deposits and total interest-bearing liabilities was approximately 1.70% and 1.74%, respectively, for the nine months ended September 30, 2025 compared with 1.93% and 1.97% for the same period in 2024.

The fundamental source of the Bank’s net revenue is net interest income—the difference between (i) interest and dividend income on interest-earning assets (primarily loans, investment securities, and other investments) and (ii) interest expense on interest-bearing liabilities (principally deposits and other borrowings).

Net interest income for the three and nine months ended September 30, 2025, was $8,300,000 and $24,269,000, respectively, compared to $7,509,000 and $21,550,000 for the same periods in 2024, representing increases of 10.5% and 12.6%.

The net interest margin was 3.44% for the quarter ended September 30, 2025, and 3.37% for the nine-month period, compared with 3.16% and 3.07% for the corresponding periods in 2024. Margin expansion was largely the result of rising loan yields and lower funding costs, reflecting an improved balance between asset sensitivity and funding mix. Although short-term interest rates have stabilized, future rate movements could continue to influence the margin depending on loan repricing and deposit rate competition. For example,

While management does not anticipate it will be necessary to raise deposit rates, if we need to raise rates on deposits, there likely would be an adverse impact on our margin and profitability.

A stabilizing interest rate environment is likely to allow us to increase our net interest margin.

In the event of rapid rate decreases, our net interest margin could come under pressure in the short term, as the Bank is currently asset-sensitive.

Other financial impacts could occur, though such potential impacts are unknown at this time.

Financial’s net interest margin analysis and average balance sheets are shown in Schedule I below.

Noninterest Income

Noninterest income is comprised primarily of fees and charges on transactional deposit accounts, gains on sales of mortgage loans held for sale, commissions on sales of investments, fees generated from treasury management services, fees generated from our investment advisory business, and bank-owned life insurance income.

Noninterest income totaled $4,169,000 and $11,527,000 for the three and nine months ended September 30, 2025, compared to $3,823,000 and $11,321,000 for the same periods in 2024, representing increases of 9.1% and 1.8%, respectively. The improvement for the quarter was primarily attributable to higher gains on sales of loans held for sale, increased wealth management fees, and stable service fee income, partially offset by lower other income and reduced gains on available-for-sale securities.

The major components of noninterest income for the three and nine months ended September 30, 2025, as compared to the comparable periods in 2024, were as follows:

Gains on sale of loans held for sale, primarily through the Mortgage Division, totaled $1,242,000 and $3,668,000, compared with $1,326,000 and $3,526,000 for the same periods in 2024.

Wealth management fees increased to $1,362,000 and $3,917,000, up from $1,244,000 and $3,583,000 for the comparable 2024 periods, reflecting continued growth in client assets under management.

Service charges, fees, and commissions were $1,046,000 and $3,002,000, compared with $991,000 and $2,930,000 for the same periods in 2024, reflecting steady transactional and deposit activity.

Life insurance income grew slightly to $195,000 and $573,000, from $189,000 and $531,000, driven by the continued accumulation of cash surrender value on bank-owned life insurance policies.

Other income was $297,000 and $340,000, compared with $31,000 and $669,000 in the same 2024 periods. The increase for the three month period was due to SBIC fund income. The decrease for the nine month periods reflects reflects lower miscellaneous gains and fewer one-time income items.

Gains on sales of available-for-sale securities totaled $27,000 for both the three- and nine-month periods ended September 30, 2025, compared with $42,000 and $82,000 for the corresponding 2024 periods.

The increase in noninterest income for the third quarter demonstrates the Company’s ability to generate consistent fee-based revenue, particularly in wealth management and mortgage banking, despite lower securities gains and fewer nonrecurring items.

The Bank, through its Mortgage division, originates both conforming and non-conforming consumer residential mortgage loans in the markets we serve. As part of the Bank’s overall risk management strategy, all loans originated and closed by the Mortgage Division are presold to major national mortgage banking or financial institutions. The Mortgage Division’s primary source of revenue is gains on sale of loans held for sale. The Mortgage Division assumes no credit or interest rate risk on these mortgages, except in limited circumstances such as first payment default.

Purchase mortgage originations totaled $42,830,847 and $123,948,096, or 81.22% and 84.36%, respectively, of total mortgage loans originated in the three and nine months ended September 30, 2025, as compared to $31,015,512 and $120,657,357, or 84.98% and 83.02%, respectively, of the total mortgage loans originated in the same periods in 2024. Because of a relatively higher mortgage interest rate environment, management anticipates that in the short term, purchase mortgage originations will continue to represent a significant percentage of mortgage originations. Management also believes that a continued elevated interest environment could continue to limit refinancing activity.

Mortgage rates increased dramatically in 2022 and 2023 and, despite recent declines, remain elevated compared with recent history. While rates have generally stabilized or declined since then, he elevated interest rate environment continues to have a negative impact on mortgage origination volume compared to pre-2022 levels. Due to the uncertainty surrounding current and near-term economic conditions—arising from inflation, as well as geopolitical and economic concerns—management cannot predict future mortgage rates. Management also believes that relatively high interest rates may continue to put pressure on revenue from the mortgage segment.

Our Investment division provides brokerage services through an agreement with a third-party broker-dealer. Pursuant to this arrangement, the third-party broker-dealer operates a service center adjacent to one of the Bank’s branches. The center is staffed by two dual employees of the Bank and the broker-dealer. Investment receives commissions on transactions generated and, in some cases, ongoing management fees such as mutual fund 12b-1 fees. The Investment division’s financial impact on our consolidated revenue has been minimal. Although management cannot predict the financial impact of Investment with certainty, management anticipates that the Investment division’s revenue as a percentage of our overall noninterest income will remain minimal in 2025.

We conduct our investment advisory business through PWW, which Financial acquired on December 31, 2021. PWW, based in Lynchburg, Virginia, had approximately $984,747,000 in assets under management and advisement as of September 30, 2025, as compared to $853,997,000 on December 31, 2024. This increase was due to both the inflow of new assets of over $32,000,000 during the nine months ended September 30, 2025 and investment returns on the assets under management. PWW operates as a subsidiary of Financial and generates revenue primarily through investment advisory fees, which vary based on the value of assets under management. These assets may fluctuate due to client action and market conditions. Despite potential fluctuations, we anticipate that PWW will continue to contribute meaningfully to the Company’s consolidated net income.

The Bank provides insurance and annuity products to its customers and others through its Insurance subsidiary. The Bank has three employees licensed to sell insurance products through Insurance. Insurance generates minimal revenue, and its financial impact on our consolidated revenue has been immaterial. Management anticipates that Insurance’s impact on noninterest income will remain immaterial for the remainder of 2025.

Noninterest Expense

Noninterest expense for the three and nine months ended September 30, 2025, increased to $9,160,000 and $28,441,000, from $8,776,000 and $25,602,000 for the same periods in 2024 — representing increases of 4.4% for the quarter and 11.1% year-to-date. The increase primarily resulted from higher salaries and employee benefits and continued investment in technology, data processing, and customer-facing systems.

Total personnel expense (salaries and employee benefits) was $5,516,000 and $15,650,000 for the three and nine months ended September 30, 2025, compared to $4,920,000 and $14,256,000 for the same periods in 2024, reflecting merit increases, normal annual adjustments, and staffing additions to support commercial and retail growth, as well as accruals for anticipated year-end employee compensation.

Professional and other outside expenses totaled $725,000 and $3,194,000 for the three and nine months ended September 2025, compared to $688,000 and $2,125,000 for the same periods in 2024. The increase for the nine-month period was primarily due to a one-time consulting fees incurred earlier in the year related to the core processing system contract renewal.

Data processing expense totaled $381,000 and $1,984,000 for the three and nine months ended September 2025, compared to $794,000 and $2,352,000. The decrease in data processing costs was driven by lower ongoing fees following the renewal of the core processing system contract and the application of vendor credits.

Occupancy and equipment expenses were $523,000 and $697,000, respectively, for the quarter, up modestly from $514,000 and $640,000 in the prior-year period, reflecting ongoing branch improvements and facility maintenance.

Other noninterest expenses, including marketing, credit-related costs, FDIC insurance, and amortization of intangibles, totaled $1,318,000 for the quarter, up from $1,240,000 in the same period of 2024, primarily due to higher insurance and operating costs associated with the Company’s growth.

The Company remains focused on managing expenses efficiently while investing in strategic initiatives to support long-term growth, technology advancement, and customer engagement.

Management anticipates that the amended core-service provider contract, with its 65-month term which began April 1, 2025, will generate significant cost savings—projected at over $40,000 per month over the life of the agreement—as compared to our previous arrangement, subject to standard provisions regarding early termination or adjustment.

Allowance and Provision for Credit Losses

The allowance for credit losses represents an amount that, in our judgment, is adequate to absorb expected losses in the loan portfolio. The provision for credit losses increases the allowance, while loans charged off, net of recoveries, reduce it. The provision is charged to earnings to bring the total allowance to a level deemed appropriate by management. Loans with a risk rating of 7 or below that are significantly past due, and loans with borrowers whose performance and financial condition indicate the Bank will likely be unable to collect all amounts when due, are evaluated for specific impairment. The general reserve component is based on an evaluation of general economic conditions, actual and expected credit losses, and loan performance measures.

As part of our regular model governance cycle, we worked with our external CECL vendor in the second quarter of 2025 to update several inputs in our discounted cash flow models including the following: raising certain loss-rate ceilings, incorporating post-pandemic loss history, and updating prepayment and curtailment expectations. While these refinements better align the models with current credit conditions, they also shifted the second quarter’s allowance calculation (which impacted the nine months ended September 30, 2025) from what would otherwise have been a charge to earnings to a net recovery. See Note 8 for additional details. Management made no changes to the model in the third quarter 2025.

Based on the application of the credit-loss calculation, the Bank recorded a provision for credit losses of $91,000 for the three months ended September 30, 2025, and a recovery of provision for credit losses of $300,000 for the nine months ended September 30, 2025, compared to a provision of $92,000 and a recovery of $584,000 for the same periods in 2024. The provision attributable to unfunded commitments and recorded in other liabilities was $82,000 for the three months ended September 30, 2025.

At September 30, 2025, the allowance for credit losses was $6,298,000, or 0.95% of total loans outstanding, compared with $7,044,000, or 1.09%, at December 31, 2024, and $7,078,000, or 1.12%, at September 30, 2024. The decrease from year-end reflected continued stable credit quality, limited charge-offs, and ongoing strong loan performance (see Note 8 for detail). The allowance for credit losses for individually evaluated loans was $71,000 September 30, 2025 as compared to $193,000 at December 31, 2024.

Charged-off loans, which are loans that management deems uncollectible, are charged against the allowance for credit losses and constitute realized losses. The Bank recorded net charge-offs of approximately $20,000 for the three months ended September 30, 2025, compared with net recoveries of $21,000 for the same period in 2024. While a charged-off loan may subsequently be collected, such recoveries generally are realized over an extended period of time.

At September 30, 2025, nonperforming loans totaled approximately $1,895,000, compared with $1,640,000 at December 31, 2024, and $1,295,000 at September 30, 2024. If interest on these loans had been accrued, such income cumulatively would have approximated $66,000, $72,000, and $16,000, as of the applicable dates.

Nonperforming loans represented 0.29% of total loans at September 30, 2025, compared with 0.25% at December 31, 2024. The allowance for credit losses for loans to total loans ratio was 0.95%, while the allowance for credit losses to nonperforming loans ratio was 332.35%, indicating a strong coverage position.

The Company continues to maintain disciplined credit standards and conservative lending practices. Credit metrics remain solid across all portfolio segments, and management believes the current allowance is appropriate to absorb expected losses inherent in the loan portfolio.

Income Taxes

The income tax expense for the three and nine months ended September 30, 2025, was $466,000 and $1,357,000, respectively, compared to $474,000 and $1,527,000 for the same periods in 2024. This represents an effective tax rate of approximately 14.5% for the three months ended September 30, 2025, and 17.7% for the nine months ended September 30, 2025, compared with 19.2% and 19.4% for the corresponding 2024 periods.

The Company’s income tax expense decreased for both the three- and nine-month periods ended September 30, 2025, primarily reflecting the impact of amended federal and state income tax returns filed for the 2021 through 2024 tax years. The amended filings resulted in a tax overpayment, which reduced the Company’s third-quarter tax payment and carried through to the year-to-date results. In addition, the effective tax rate was favorably affected by higher levels of tax-exempt income from municipal securities and tax-advantaged earnings on bank-owned life insurance (“BOLI”). These factors collectively reduced the Company’s effective tax rate below the statutory rate for both the quarterly and year-to-date periods.

Schedule I

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(1) Net accretion or amortization of deferred loan fees and costs are included in interest income.

(2) Nonperforming loans are included in the average balances. However, interest income and yields calculated do not reflect any accrued interest associated with nonaccrual loans.

(3) The interest income and yields calculated on securities have been tax affected to reflect any tax-exempt interest on municipal securities. Assumed income tax rates of 21% were used for the periods presented.

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(1) Net accretion or amortization of deferred loan fees and costs are included in interest income.

(2) Nonperforming loans are included in the average balances. However, interest income and yields calculated do not reflect any accrued interest associated with nonaccrual loans.

(3) The interest income and yields calculated on securities have been tax affected to reflect any tax-exempt interest on municipal securities. Assumed income tax rates of 21% were used for the periods presented.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Financial’s management, including Financial’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, Financial’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that Financial files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There have been no significant changes during the quarter ended September 30, 2025, in the Company’s internal controls over financial reporting (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934) or in other factors that could have significantly affected those controls subsequent to the date of our most recent evaluation of internal controls over financial reporting.

For information regarding the Company’s risk factors, see Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 26, 2025. There have been no material changes to the risk factors as previously disclosed in Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2024.