CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement (this “Agreement”) is entered into and effective as of January 21, 2026 (the “Effective Date”), by and between Community Bank (the “Bank”) and Amanda L. Engles (“Executive”). Any reference to the “Company” means CB Financial Services, Inc., the stock holding company of the Bank.
WHEREAS, the Bank wishes to assure itself of the continued services of Executive for the period provided in this Agreement; and
WHEREAS, to induce Executive to commence and continue employment with the Bank and to provide further incentive to achieve the financial and performance objectives of the Bank, the parties desire to specify the benefits which shall be due to Executive upon Executives termination of employment under certain circumstances in the event of a Change in Control.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:
1. Term and Annual Renewal. The initial term of this Agreement will begin as of the Effective Date and will continue for twenty-four (24) full calendar months. Commencing on May 1, 2026 and continuing on May 1st of each calendar year thereafter (each, the “Renewal Date”), this Agreement will renew so that the remaining term will be twenty-four (24) months after each Renewal Date; provided, however, that in order for this Agreement to renew, beginning in 2026, the disinterested members of the Board of Directors of the Bank (the “Board”) must affirmatively approve the renewal of this Agreement and include that decision in the minutes of the Board’s meeting. If the disinterested members of the Board decide not to renew this Agreement, then the Board will provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) no later than five business days after such action is taken, in which event this Agreement will terminate twenty-four (24) months from the prior Renewal Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Renewal Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. Reference herein to the term of this Agreement will refer to both the initial term and the extended terms. Notwithstanding the foregoing, in the event that the Company or the Bank has entered into an agreement to effect a transaction that would be considered a Change in Control as defined below, then the term of this Agreement shall be extended and shall terminate twenty-four (24) months following the date on which the Change in Control occurs.
2. Terms of Employment.
(a) Position and Responsibilities. Executive will serve as Executive Vice President, Chief Financial Officer of the Bank or any successor executive position with the Bank with similar authorities and responsibilities (the “Executive Position”) and will perform the duties and will have all powers associated with such position as set forth in any job description provided to Executive by the Bank. During his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties; provided, however, that Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case the service does not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest.
(b) Base Salary. The Bank will pay Executive an initial base salary of $250,000.00 per year (“Base Salary”). Executive’s Base Salary will be payable in accordance with the customary payroll practices of the Bank. Following a Change in Control and during the term of this Agreement, the Board may increase, but not decrease (other than a decrease which is applicable to all senior officers of the Bank and in a percentage not exceeding the percentage decrease for other senior officers), Executive’s Base Salary, as the Board deems appropriate. Any change in Base Salary will become Executive’s new “Base Salary” for purposes of this Agreement.
(c) Benefits and Incentive Compensation. Executive will be entitled to participate in all employee benefit plans, arrangements and perquisites offered to employees and officers of the Bank. Executive will also be entitled to participate in any bonus, incentive plan or similar arrangements of the Bank in which Executive is eligible to participate.
3. Definitions. Unless defined elsewhere in this Agreement, the following words and terms shall have the meanings set forth below for purposes of this Agreement.
(a) Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events:
(i) Merger: The Company or the Bank merges into or consolidates with another entity, or merges another bank or corporation into the Bank or the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation;
(ii) Acquisition of Significant Share Ownership: There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s or the Bank’s voting securities; provided, however, this clause (ii) shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;
(iii) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s or the Bank’s Board of Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period or who is appointed to the board as the result of a directive, supervisory agreement or order issued by the primary federal regulator of the Company or the Bank or by the Federal Deposit Insurance Corporation (“FDIC”) shall be deemed to have also been a director at the beginning of such period; or
(iv) Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets.
(b) Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.
(c) Good Reason. For purposes of this Agreement, “Good Reason” shall mean a termination by Executive, when without Executive’s express written consent, any of the following occurs:
(i) a material reduction in Executive’s Base Salary or benefits provided to Executive (other than a reduction or elimination of Executive’s benefits under one or more benefit plans maintained by the Bank as part of a good faith, overall reduction or elimination of such plans or benefits applicable to all participants in a manner that does not discriminate against Executive (except as such discrimination may be necessary to comply with applicable law)); or
(ii) a change in the Executive’s employment position that results in Executive working in a different position and, or, department that requires knowledge and expertise that Executive does not possess and cannot reasonably obtain.
Notwithstanding the foregoing, prior to any termination of employment for Good Reason, Executive must first provide written notice to the Board within 90 days following the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within 30 days of the date the Board received the written notice from Executive, but the Bank may waive its right to cure. If the Bank remedies the condition within such 30-day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such 30-day cure period, then Executive may deliver a notice of termination for Good Reason at any time within 60 days following the expiration of such cure period.
(e) Termination for Cause. Termination for Cause shall mean termination because of, in the good faith determination of the Board, Executive’s:
(i) material act of dishonesty or fraud in performing Executive’s duties on behalf of the Bank;
(ii) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank;
(iii) incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the banking industry);
(iv) breach of fiduciary duty involving personal profit;
(v) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board;
(vi) willful violation of any law, rule or regulation (other than traffic violations or similar offenses which results only in a fine or other non-custodial penalty) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; any violation of the policies and procedures of the Bank as outlined in the Bank’s employee handbook, which would result in termination of the Bank employees, as from time to time amended and incorporated herein by reference, or
(vii) material breach by Executive of any provision of this Agreement.
Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a notice of termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the disinterested members of the Board, at a meeting of the Board called and held for the purpose of finding that, in good faith opinion of the Board (after reasonable notice to Executive and an opportunity for Executive to be heard before the Board with counsel) that Executive was guilty of the conduct described in any of the paragraphs (i) through (vii) above.
4. Benefits upon Termination in Connection with a Change in Control. In the event of a Change in Control followed by Executive’s involuntary termination of employment by the Bank for reasons other than Termination for Cause or Executive’s voluntary termination of employment by Executive for Good Reason (either occurring during the term of this Agreement following the Change in Control), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to two (2) times the sum of (i) the highest rate of annual Base Salary paid to Executive during the calendar year of Executive’s date of termination or either of the two (2) calendar years immediately preceding Executive’s date of termination and (ii) the average of the annual cash bonus earned by Executive for the three years preceding the year in which the Change in Control. The payment will be payable within 30 days following Executive’s date of termination and will be subject to applicable withholding taxes.
In addition, the Bank will continue to provide to Executive with medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to Executive’s termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (i) the date which is 24 months from Executive’s date of termination or (ii) the date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to benefits with such other employer that are substantially similar to the health and welfare benefits provided by the Bank. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within 30 days after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
5. 280G Cutback. Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to Executive under this Agreement , either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of, Executive (collectively referred to as the “Change in Control Benefits”) that are contingent on a change in control (as defined under Code Section 280G), constitute an “excess parachute payment” under Code Section 280G or any successor thereto, and in order to avoid such a result, Executive’s benefits payable under this Agreement shall be reduced by the minimum amount necessary so that the Change in Control Benefits that are payable to Executive are not subject to penalties under Code Sections 280G and 4999.
6. Source of Payments. All payments provided in this Agreement shall be timely paid by check or direct deposit from the general funds of the Bank (or any successor to the Bank).
7. Effect on Prior Agreements and Conflicting Agreements.
(a) This Agreement contains the entire understanding between the parties with respect to the matters agreed to herein. All prior agreements between the Bank and Executive with respect to the matters agreed to herein are hereby superseded and shall have no force or effect, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to Executive without reference to this Agreement.
(b) Executive hereby represents and warrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which he is a party or is bound, and that he is not now subject to any covenants against competition or similar covenants which would affect the performance of his obligations under this Agreement to the Bank.
8. Post-Termination Non-Solicitation of Customers or Employees.
(a) In exchange for entering into this Agreement, for a period beginning the date of this Agreement to one year following Executive’s termination of employment with the Bank, Executive shall not, except as otherwise permitted in writing by the Bank: (i) directly or indirectly solicit persons or entities who were customers or referral sources of the Bank or its affiliates within one year Executive’s termination of employment, to a become customer or referral source of a person or entity other than the Bank or its affiliates; or (ii) directly or indirectly solicit any employee of the Bank or its affiliates who were employed within one year of Executive’s termination of employment to work for anyone other than the Bank or its affiliates.
(b) Executive agrees that the restrictions contained in this Agreement are fair and reasonable and necessary for the protection of the legitimate business interests of the Bank, and the parties intend that such restrictions be enforceable and enforced to their fullest extent. Executive acknowledges that he can earn a livelihood without violating any of the undertakings contained in this Agreement, and that the restrictions in this Agreement will not prevent her from obtaining employment in different jobs within his chosen field of work. Executive further acknowledges that it would take at least 8 months to locate, hire and adequately train a replacement and to give Executive’s replacement sufficient time to develop a good business relationship with the clients with whom Executive has worked or will work during employment with the Bank.
(c) Executive acknowledges that any violation of this Agreement may subject her to a civil action for money damages by the Bank for losses sustained as a result of the breach of this Section 8 or any covenants contained herein. Executive recognizes that the Bank’s remedies at law may be inadequate and that the Bank shall have the right to seek injunctive relief in addition to any other remedy available to it. If Executive breaches the covenants contained herein, the Bank has the right to seek issuance of a court-ordered injunction as well as any and all other remedies and damages, to compel the enforcement of the terms stated herein. This provision with respect to injunctive relief shall not, however, diminish the right of the Bank to claim and recover damages in addition to injunctive relief.
9. No Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void, and of no effect.
10. Binding on Successors. The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Bank’s obligations under this Agreement, in the same manner and to the same extent that the Bank would be required to perform if no such succession or assignment had taken place.
11. Modification and Waiver.
(a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.
(b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.
12. Required Provisions.
(a) The Board may terminate Executive’s employment at any time, but any termination by the Bank’s Board other than termination for Cause shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after Executive’s termination for Cause.
(b) Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank or the Company, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. § 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.
(c) Notwithstanding anything else in this Agreement to the contrary, Executive’s employment shall not be deemed to have been terminated unless and until Executive has a Separation from Service within the meaning of Code Section 409A. For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after the date of termination (whether as an employee or as an independent contractor) or the level of further services performed is less than 50 percent of the average level of bona fide services in the 36 months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation 1.409A-1(h)(ii).
(d) Notwithstanding the foregoing, in the event Executive is a Specified Employee (as defined herein) and any payment under this Agreement is triggered due to Executive’s Separation from Service, then, solely, to the extent required to avoid penalties under Code Section 409A, Executive’s payments shall be delayed until the first day of the seventh month following Executive’s Separation from Service. A “Specified Employee” shall be interpreted to comply with Code Section 409A and shall mean a key employee within the meaning of Code Section 416(i) (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Bank or Company is or becomes a publicly traded company.
13. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania but only to the extent not superseded by federal law.
14. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a single arbitrator mutually acceptable to the Bank and Executive, sitting in a location selected by the Bank within 50 miles from the main office of the Bank, in accordance with the rules of the American Arbitration Association’s National Rules for the Resolution of Employment Disputes then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.
15. Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below:
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To the Bank | Community Bank 2111 North Franklin Drive Washington, PA 15301 |
To Executive: | Most recent address on file with the Bank |
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IN WITNESS WHEREOF, this Agreement is entered into as of the date first above written.
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| COMMUNITY BANK |
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| By: |
| Name: John H. Montgomery |
| Title: President & CEO |
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| EXECUTIVE |
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| Amanda L. Engles |
CB Financial Services, Inc.
Announces Fourth Quarter and Full Year 2025 Financial Results and
Declares Quarterly Cash Dividend Increase of 8%
WASHINGTON, PA., January 27, 2026 -- CB Financial Services, Inc. (“CB” or the “Company”) (NASDAQGM: CBFV), the holding company of Community Bank (the “Bank”), today announced its fourth quarter and 2025 financial results.
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| Three Months Ended | | Year Ended |
| 12/31/25 | 9/30/25 | 6/30/25 | 3/31/25 | 12/31/24 | | 12/31/25 | 12/31/24 |
| (Dollars in thousands, except per share data) (Unaudited) | | | | | | | |
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Net Income (Loss) (GAAP) | $ | 4,742 | | $ | (5,696) | | $ | 3,949 | | $ | 1,909 | | $ | 2,529 | | | $ | 4,903 | | $ | 12,594 | |
Net Income Adjustments | (943) | | 9,623 | | — | | 808 | | (562) | | | 9,489 | | (1,830) | |
Adjusted Net Income (Non-GAAP) (1) | $ | 3,799 | | $ | 3,927 | | $ | 3,949 | | $ | 2,717 | | $ | 1,967 | | | $ | 14,392 | | $ | 10,764 | |
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| Earnings (Loss) per Common Share - Diluted (GAAP) | $ | 0.89 | | $ | (1.07) | | $ | 0.74 | | $ | 0.35 | | $ | 0.46 | | | $ | 0.92 | | $ | 2.38 | |
Adjusted Earnings per Common Share - Diluted (Non-GAAP) (1) | $ | 0.72 | | $ | 0.74 | | $ | 0.74 | | $ | 0.50 | | $ | 0.35 | | | $ | 2.71 | | $ | 2.03 | |
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| Income (Loss) Before Income Tax Expense (GAAP) | $ | 5,270 | | $ | (7,020) | | $ | 4,715 | | $ | 2,336 | | $ | 3,051 | | | $ | 5,300 | | $ | 15,343 | |
| Net Provision (Recovery) for Credit Losses | 362 | | 259 | | 8 | | (40) | | 683 | | | 589 | | 570 | |
Pre-Provision Net Revenue (“PPNR”) | $ | 5,632 | | $ | (6,761) | | $ | 4,723 | | $ | 2,296 | | $ | 3,734 | | | $ | 5,889 | | $ | 15,913 | |
| Net Income Adjustments | (765) | | 11,752 | | — | | 1,023 | | (711) | | | 12,011 | | (2,086) | |
Adjusted PPNR (Non-GAAP) (1) | $ | 4,867 | | $ | 4,991 | | $ | 4,723 | | $ | 3,319 | | $ | 3,023 | | | $ | 17,900 | | $ | 13,827 | |
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(1) Refer to Explanation of Use of Non-GAAP Financial Measures and reconciliation of adjusted net income and adjusted earnings per common share - diluted as presented later in this Press Release.
2025 Fourth Quarter Financial Highlights
•Total assets were $1.55 billion at December 31, 2025, an increase of $2.2 million from September 30, 2025. Cash balances and an increase in deposits funded strong commercial and industrial, commercial real estate and construction loan production and investment security purchases. The Bank continues to focus efforts on repositioning the balance sheet to maximize earnings while maintaining its historic risk profile. These strategic movements include:
◦Effectively managing cash and liquidity.
◦Redeploying repayments of indirect automobile and residential mortgage loans into higher-yielding commercial loan products. Commercial loans totaled 61.3% of the Bank’s loan portfolio at December 31, 2025 compared to 54.7% at December 31, 2024.
◦Changing the Bank’s deposit mix by focusing on growth in lower cost core deposit relationships and reducing reliance on higher priced funding.
•Net interest margin (NIM) improved to 3.76% for the three months ended December 31, 2025 compared to 3.64% for the three months ended September 30, 2025. Main factors impacting the improved NIM included:
◦An increase in the yield on earning assets to 5.48% from 5.41%. This was primarily due to the Bank implementing a balance sheet repositioning strategy of its portfolio of available-for-sale investment securities during the quarter ended September 30, 2025, in which $129.6 million in book value of lower-yielding investment securities with an average yield of 2.87% were sold for an $11.8 million loss ($9.3 million after-tax). Investment securities sold included $121.1 million of mortgage-backed securities/collateralized mortgage obligations issued by the U.S. government-sponsored agencies, $5.0 million of U.S. government agency securities and $3.5 million of municipal securities. The Bank then purchased $117.8 million of higher-yielding mortgage-backed securities/collateralized mortgage obligations issued by U.S government-sponsored agencies, municipal securities, subordinated debt investments and non-agency guaranteed securitizations with an expected tax-equivalent yield of approximately
5.43%. This strategy is expected to add nearly 19 basis points to net interest margin and approximately $0.40 to annual earnings per share. The positive impact of the balance sheet repositioning strategies have offset the effect of recent target federal funds rate cuts on asset repricing.
◦A reduction in the cost of funds to 1.78% from 1.86% resulting from the favorable change in the Bank’s deposit mix coupled with disciplined deposit pricing and the recent reductions in the target federal funds rate.
•Noninterest expenses increased $740,000 to $9.9 million for the three months ended December 31, 2025 compared to $9.2 million for the three months ended September 30, 2025. This increase was driven by increases in salaries and employee benefits resulting primarily from additions to the Bank’s Treasury personnel, contracted services due to compensation consulting and loan review services and data processing due to the implementation of enhanced treasury and commercial banking platforms.
•Asset quality remains strong as nonperforming loans to total loans was 0.46% at December 31, 2025.
•Book value per share and tangible book value per share (Non-GAAP) was $31.28 and $29.35, respectively at December 31, 2025. The improvements since year-end 2024 resulted from increased equity due to the decrease in accumulated other comprehensive losses resulting from the securities repositioning strategy and current period net income, partially offset by treasury shares repurchased under the Company’s stock repurchase program and the payment of dividends.
•The Bank remains well-capitalized and is positioned for future growth.
Management Commentary
President and CEO John H. Montgomery commented, “We delivered solid fourth quarter results, benefiting from net interest margin expansion and the balance sheet optimization efforts completed in the prior quarter. Our loan portfolio expanded with strong growth in relationship-driven commercial lending, while we achieved healthy deposit growth and an improved deposit mix through our continued focus on building strong core banking relationships. Net interest margin expansion was driven primarily by a reduced cost of funds, reflecting a more favorable deposit mix, disciplined deposit pricing and recent federal funds rate cuts. Additionally, the yield on earning assets increased, supported by our balance sheet repositioning, which effectively mitigated the effects of rate reductions on asset repricing.
Given economic uncertainties, we remain committed to prudent financial management through a cautious approach to our balance sheet and rigorous oversight of our lending operations. Since year-end 2024, total loans have increased by $69.6 million, or 6.4%, with commercial real estate and commercial and industrial loans as the main drivers of expansion. This growth is somewhat tempered by reductions in consumer, construction and residential real estate lending segments. The uptick in borrowing activity we observed during the quarter was promising, with loan production totaling $204.6 million against $97.6 million in payoffs over the past year. Our asset quality continues to be strong, with nonperforming loans representing 0.46% of total loans and allowance for credit losses covering 190.5% of nonperforming assets at quarter-end. These results reflect our ongoing commitment to stringent risk assessment and high lending standards.
During the fourth quarter, we completed the build out of our Specialty Treasury Payments & Services program, a key pillar of our long-term strategy to drive sustainable revenue growth and expand our core deposit base. With the necessary treasury products, talent, and technology infrastructure now in place, the program is fully deployed. While onboarding new customers will take time, we anticipate meaningful progress during the first quarter. We view this as a high-value investment that we expect will enhance our franchise's strength, efficiency and scalability while generating significant revenue growth over time.
As part of our growth strategy for 2026, we're investing in building out our mortgage lending group to capture greater market share in this important product category. Expanding our mortgage capabilities in our primary market will enhance customer relationships, diversify our revenue streams and create new cross-selling opportunities. We are committed to becoming a leader in the mortgage market, and this initiative aligns with our relationship-banking model and extends our core deposit and lending capabilities.
As we look ahead to 2026, we remain confident in our strategic direction and believe we are well-positioned to sustain momentum and drive continued earnings growth.”
Dividend Declaration
The Company’s Board of Directors has approved a 7.7% increase in the regular quarterly dividend by declaring a $0.28 quarterly cash dividend per outstanding share of common stock, payable on or about February 27, 2026, to stockholders of record as of the close of business on February 13, 2026.
2025 Fourth Quarter Financial Review
Net Interest and Dividend Income
Net interest and dividend income increased $2.3 million, or 19.9%, to $13.8 million for the three months ended December 31, 2025 compared to $11.5 million for the three months ended December 31, 2024.
•Net Interest Margin (NIM) (GAAP) increased to 3.76% for the three months ended December 31, 2025 compared to 3.12% for the three months ended December 31, 2024. Fully tax equivalent (FTE) NIM (Non-GAAP) increased 67 basis points (“bps”) to 3.80% for the three months ended December 31, 2025 compared to 3.13% for the three months ended December 31, 2024.
•Interest and dividend income increased $561,000, or 2.9%, to $20.0 million for the three months ended December 31, 2025 compared to $19.4 million for the three months ended December 31, 2024.
◦Interest income on loans increased $1.1 million, or 7.7%, to $16.1 million for the three months ended December 31, 2025 compared to $14.9 million for the three months ended December 31, 2024. The average balance of loans increased $72.4 million to $1.14 billion from $1.07 billion, causing an $1.1 million increase in interest income on loans. Additionally, the average yield on loans increased 3 bps to 5.62% from 5.59% despite a 100 bp reduction in the federal funds rate since December 2024. While this led to the downward repricing of adjustable rate loans, the impact was negated by a reduction in lower yielding consumer loans due to the discontinuation of the indirect automobile loan product with the redeployment of those funds into higher yielding commercial loan products. The increase in the average yield caused a $81,000 increase in interest income on loans.
◦Interest income on investment securities increased $354,000, or 11.4%, to $3.5 million for the three months ended December 31, 2025 compared to $3.1 million for the three months ended December 31, 2024 driven by a 79 bp increase in average yields, partially offset by a $7.3 million decrease in average balances. These changes were primarily due to the securites repositioning strategy.
◦Interest income on interest-earning deposits at other banks decreased $954,000 to $384,000 for the three months ended December 31, 2025 compared to $1.3 million for the three months ended December 31, 2024 driven by a 95 bp decrease in the average yield and a $73.0 million decrease in average balances. The decrease in the yield was directly related to the Federal Reserve’s reductions in the target federal funds rate while the decrease in the volume was due to the funding of loans.
•Interest expense decreased $1.7 million, or 21.9%, to $6.2 million for the three months ended December 31, 2025 compared to $7.9 million for the three months ended December 31, 2024.
◦Interest expense on deposits decreased $1.7 million, or 22.6%, to $5.8 million for the three months ended December 31, 2025 compared to $7.5 million for the three months ended December 31, 2024. The cost of interest-bearing deposits declined 61 bps to 2.18% for the three months ended December 31, 2025 from 2.79% for the three months ended December 31, 2024 due to the change in the deposit mix and the recent Federal Reserve federal funds target rate decreases. The decrease in the cost of interest-bearing deposits accounted for a $1.6 million decrease in interest expense. Average interest-bearing deposit balances decreased $13.2 million, or 1.2%, to $1.05 billion as of December 31, 2025 compared to $1.07 billion as of December 31, 2024, primarily as the Bank strategically reduced time deposit only relationships. The decrease in average balances accounted for a $67,000 decrease in interest expense.
Provision for Credit Losses
A provision for credit losses of $362,000 was recorded for the three months ended December 31, 2025. The provision for credit losses on loans was $265,000 and was primarily due to additional reserves required for overall loan growth and charge-offs, partially offset by favorable changes in maximum loss rates utilized in the allowance model. Additionally, the provision for credit losses on unfunded commitments was $97,000 and was due to an increase in unfunded commitments. This compared to a provision for credit losses of $683,000 recorded for the three months ended December 31, 2024 as the provision for credit losses on loans was $483,000 primarily due to loan growth, increases in the loss rate and qualitative adjustments on construction and land development loans and an increase in qualitative adjustments on residential real estate loans, partially offset by a payoff of an impaired loan, and the provision for credit losses on unfunded commitments was $200,000 due to an increase in the loss rate on construction loans.
Noninterest Income
Noninterest income increased $74,000, or 4.5%, to $1.73 million for the three months ended December 31, 2025, compared to $1.66 million for the three months ended December 31, 2024 primarily due to a $125,000 increase in service fees related to corporate deposit and Individual Covered Health Reimbursement Arrangement accounts and a $40,000 gain on the sale of assets related to the sale of a Bank storage facility recognized during the three months ended December 31, 2025, partially offset by a $94,000 decrease in other income related to hedge fees.
Noninterest Expense
Noninterest expense increased $470,000, or 5.0%, to $9.9 million for the three months ended December 31, 2025 compared to $9.5 million for the three months ended December 31, 2024. Salaries and benefits increased $584,000, or 11.1%, to $5.8 million primarily due to revenue producing staff additions, merit increases and higher incentive compensation costs, partially offset by savings realized due to the reduction in force implemented earlier this year. Other noninterest expense increased $85,000 due to increases in travel, conference and entertainment expenses related to sales activities and an increase in check fraud losses. Equipment expense increased $69,000 due to higher depreciation and maintenance expenses associated with interactive teller machines, security system upgrades and other equipment placed into service in late 2024. These increases were partially offset as intangible amortization decreased $88,000 as the Bank’s core deposit intangibles were fully amortized in 2024. Occupancy expense decreased $79,000 due to certain property management cost savings initiatives implemented in 2025. Data processing expense decreased $42,000 due to costs associated with the implementation of a new loan origination system and financial dashboard platform during mid-2024.
Statement of Financial Condition Review
Assets
Total assets increased $66.1 million, or 4.5%, to $1.55 billion at December 31, 2025, compared to $1.48 billion at December 31, 2024.
•Cash and due from banks decreased $17.9 million, or 36.1%, to $31.7 million at December 31, 2025, compared to $49.6 million at December 31, 2024, due to funding loan growth.
•Securities increased $17.7 million, or 6.8%, to $279.9 million at December 31, 2025, compared to $262.2 million at December 31, 2024. This was primarily due to the Bank implementing a balance sheet repositioning strategy of its portfolio of available-for-sale investment securities during the quarter ended September 30, 2025, in which $129.6 million in book value of lower-yielding investment securities with an average yield of 2.87% were sold for an $11.8 million loss ($9.3 million after-tax). Investment securities sold included $121.1 million of mortgage-backed securities/collateralized mortgage obligations issued by the U.S. government-sponsored agencies, $5.0 million of U.S. government agency securities and $3.5 million of municipal securities. The Bank then purchased $117.8 million of higher-yielding mortgage-backed securities/collateralized mortgage obligations issued by U.S government-sponsored agencies, municipal securities, subordinated debt investments and non-agency guaranteed securitizations with an expected tax-equivalent yield of approximately 5.43%. This strategy is expected to add nearly 19 basis points to net interest margin and approximately $0.40 to annual earnings per share.
Loans and Credit Quality
•Total loans increased $69.6 million, or 6.4%, to $1.2 billion compared to $1.1 billion, and included increases in commercial real estate and commercial and industrial loans of $66.7 million and $49.0 million, respectively, partially offset by decreases in consumer, construction and residential real estate loans of $27.6 million, $9.3 million and $8.8 million, respectively. The decrease in consumer loans resulted from a reduction in indirect automobile loan production due to the discontinuation of this product offering as of June 30, 2023. This portfolio is expected to continue to decline as resources are allocated and production efforts are focused on more profitable commercial products. Excluding the $29.6 million decrease in indirect automobile loans, total loans increased $99.3 million, or 9.6%. Loan production totaled $204.6 million while $97.6 million of loans were paid off since December 31, 2024.
•Nonperforming loans, which include nonaccrual loans and accruing loans past due 90 days or more, were $5.3 million at December 31, 2025 and $1.8 million at December 31, 2024. Nonperforming loans to total loans ratio was 0.46% at December 31, 2025 and 0.16% at December 31, 2024. The increase in nonperforming loans was due to the addition of two loan relationships to nonaccrual status during the year. The first relationship consists of three residential real estate loans totaling $2.1 million which are well-secured with first liens on multiple rental properties. The Bank has executed assignments of rents and leases, is in the process of foreclosure on the properties and currently does not expect to incur losses on the loans. The second is a $2.0 million commercial real estate loan fully secured by an owner-occupied distribution warehouse, which is currently under a sales agreement, and other assets of the borrower. The Bank is currently working with the borrower to achieve a successful resolution and expects to be repaid in full in 2026.
•The allowance for credit losses (ACL) was $10.1 million at December 31, 2025 and $9.8 million at December 31, 2024. As a result, the ACL to total loans was 0.87% at December 31, 2025 and 0.90% at December 31, 2024. During the current year, the Company recorded a net provision for credit losses of $589,000. The ACL to nonperforming assets was 190.5% at December 31, 2025 and 548.1% at December 31, 2024.
•Net charge-offs for the three months ended December 31, 2025 were $295,000, or 0.10% of average loans on an annualized basis. Net charge-offs for the three months ended December 31, 2024 were $157,000, or 0.06% of average loans on an annualized basis. Net charge-offs for the year ended December 31, 2025 were $223,000. Net charge-offs for the year ended December 31, 2024 were $281,000.
Liabilities
Total liabilities increased $56.0 million, or 4.2%, to $1.4 billion at December 31, 2025 compared to $1.3 billion at December 31, 2024.
Deposits
•Total deposits increased $56.3 million, or 4.4%, to $1.34 billion as of December 31, 2025 compared to $1.28 billion at December 31, 2024. Interest-bearing demand, non interest-bearing demand and time deposits increased $40.4 million, $23.8 million and $15.6 million, respectively, while money market and savings deposits decreased $22.3 million and $1.2 million, respectively. This favorable change in the deposit mix occurred as the Bank continues to focus on building core banking relationships while strategically reducing higher priced funding. Brokered time deposits totaled $98.5 million as of December 31, 2025 and $39.0 million as of December 31, 2024, all of which mature within three months and were utilized to fund the purchase of floating rate CLO securities. At December 31, 2025, FDIC insured deposits totaled approximately 59.5% of total deposits while an additional 15.7% of total deposits were collateralized with investment securities.
Stockholders’ Equity
Stockholders’ equity increased $10.2 million, or 6.9%, to $157.5 million at December 31, 2025, compared to $147.4 million at December 31, 2024. The key factors positively impacting stockholders’ equity was a $13.8 million decrease in accumulated other comprehensive loss resulting primarily from the securities repositioning strategy, $2.6 million of shares issued as a result of stock option exercises and $4.9 million of net income for the current year, partially offset by $6.8 million of treasury shares purchased under the stock repurchase program and the payment of $5.1 million in dividends since December 31, 2024.
Book value per share
Book value per common share was $31.28 at December 31, 2025 compared to $28.71 at December 31, 2024, an increase of $2.57.
Tangible book value per common share (Non-GAAP) was $29.35 at December 31, 2025, compared to $26.82 at December 31, 2024, an increase of $2.53.
Refer to “Explanation of Use of Non-GAAP Financial Measures” at the end of this Press Release.
About CB Financial Services, Inc.
CB Financial Services, Inc. is the bank holding company for Community Bank, a Pennsylvania-chartered commercial bank. Community Bank operates its branch network in southwestern Pennsylvania and West Virginia. Community Bank offers a broad array of retail and commercial lending and deposit services.
For more information about CB Financial Services, Inc. and Community Bank, visit our website at www.cb.bank.
Statement About Forward-Looking Statements
Statements contained in this press release that are not historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 and such forward-looking statements are subject to significant risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions contained in the Act. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries include, but are not limited to, general and local economic conditions, changes in market interest rates, deposit flows, demand for loans, real estate values and competition, competitive products and pricing, the ability of our customers to make scheduled loan payments, loan delinquency rates and trends, our ability to manage the risks involved in our business, our ability to control costs and expenses, inflation, market and monetary fluctuations, changes in federal and state legislation and regulation applicable to our business, actions by our competitors, and other factors that may be disclosed in the Company’s periodic reports as filed with the Securities and Exchange Commission. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company assumes no obligation to update any forward-looking statements except as may be required by applicable law or regulation.
Company Contact:
John H. Montgomery
President and Chief Executive Officer
Phone: (724) 223-8317
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CB FINANCIAL SERVICES, INC. SELECTED CONSOLIDATED FINANCIAL INFORMATION |
| (Dollars in thousands, except share and per share data) (Unaudited) | | | | | | | | |
| | | | | | | | | |
| Selected Financial Condition Data | 12/31/25 | | 9/30/25 | | 6/30/25 | | 3/31/25 | | 12/31/24 |
| Assets | | | | | | | | | |
| Cash and Due From Banks | $ | 31,693 | | | $ | 55,890 | | | $ | 64,506 | | | $ | 61,274 | | | $ | 49,572 | |
| Securities | 279,895 | | | 272,559 | | | 267,171 | | | 258,699 | | | 262,153 | |
| Loans Held for Sale | — | | | 107 | | | 512 | | | 230 | | | 900 | |
| Loans | | | | | | | | | |
| Real Estate: | | | | | | | | | |
| Residential | 329,237 | | | 333,430 | | | 329,324 | | | 334,744 | | | 337,990 | |
| Commercial | 552,180 | | | 539,395 | | | 513,197 | | | 497,316 | | | 485,513 | |
| Construction | 45,419 | | | 38,905 | | | 40,680 | | | 54,597 | | | 54,705 | |
| Commercial and Industrial | 161,081 | | | 143,919 | | | 138,221 | | | 107,419 | | | 112,047 | |
| Consumer | 42,876 | | | 49,581 | | | 57,376 | | | 61,854 | | | 70,508 | |
| Other | 31,467 | | | 38,156 | | | 32,026 | | | 32,564 | | | 31,863 | |
| Total Loans | 1,162,260 | | | 1,143,386 | | | 1,110,824 | | | 1,088,494 | | | 1,092,626 | |
| Allowance for Credit Losses | (10,116) | | | (10,146) | | | (9,722) | | | (9,819) | | | (9,805) | |
| Loans, Net | 1,152,144 | | | 1,133,240 | | | 1,101,102 | | | 1,078,675 | | | 1,082,821 | |
| | | | | | | | | |
| Premises and Equipment, Net | 19,646 | | | 19,896 | | | 20,223 | | | 20,392 | | | 20,708 | |
| Bank-Owned Life Insurance | 24,812 | | | 24,660 | | | 24,506 | | | 24,358 | | | 24,209 | |
| Goodwill | 9,732 | | | 9,732 | | | 9,732 | | | 9,732 | | | 9,732 | |
| | | | | | | | | |
| Accrued Interest Receivable and Other Assets | 29,771 | | | 29,430 | | | 30,232 | | | 30,096 | | | 31,469 | |
| Total Assets | $ | 1,547,693 | | | $ | 1,545,514 | | | $ | 1,517,984 | | | $ | 1,483,456 | | | $ | 1,481,564 | |
| | | | | | | | | |
| | | | | | | | | |
| Liabilities | | | | | | | | | |
| | | | | | | | | |
| Deposits | | | | | | | | | |
| Noninterest-Bearing Demand Accounts | $ | 291,745 | | | $ | 291,882 | | | $ | 278,685 | | | $ | 267,392 | | | $ | 267,896 | |
| Interest-Bearing Demand Accounts | 357,134 | | | 365,976 | | | 353,448 | | | 341,212 | | | 316,764 | |
| Money Market Accounts | 209,166 | | | 206,166 | | | 225,141 | | | 228,005 | | | 231,458 | |
| Savings Accounts | 169,307 | | | 169,005 | | | 172,021 | | | 176,722 | | | 170,530 | |
| Time Deposits | 312,453 | | | 301,391 | | | 280,137 | | | 267,766 | | | 296,869 | |
| Total Deposits | 1,339,805 | | | 1,334,420 | | | 1,309,432 | | | 1,281,097 | | | 1,283,517 | |
| | | | | | | | | |
| | | | | | | | | |
| Other Borrowings | 34,758 | | | 34,748 | | | 34,738 | | | 34,728 | | | 34,718 | |
| Accrued Interest Payable and Other Liabilities | 15,593 | | | 23,881 | | | 25,452 | | | 19,342 | | | 15,951 | |
| Total Liabilities | 1,390,156 | | | 1,393,049 | | | 1,369,622 | | | 1,335,167 | | | 1,334,186 | |
| | | | | | | | | |
| Stockholders’ Equity | 157,537 | | | 152,465 | | | 148,362 | | | 148,289 | | | 147,378 | |
| Total Liabilities and Stockholders’ Equity | $ | 1,547,693 | | | $ | 1,545,514 | | | $ | 1,517,984 | | | $ | 1,483,456 | | | $ | 1,481,564 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| (Dollars in thousands, except share and per share data) (Unaudited) | | | | | | |
| | | | | | | |
| | Three Months Ended | Year Ended |
| Selected Operating Data | 12/31/25 | 9/30/25 | 6/30/25 | 3/31/25 | 12/31/24 | 12/31/25 | 12/31/24 |
| Interest and Dividend Income: | | | | | | | |
| Loans, Including Fees | $ | 16,077 | | $ | 15,973 | | $ | 15,492 | | $ | 14,528 | | $ | 14,930 | | $ | 62,070 | | $ | 59,383 | |
| Securities: | | | | | | | |
| Taxable | 3,035 | | 2,848 | | 2,860 | | 2,777 | | 3,096 | | 11,520 | | 11,533 | |
| Tax-Exempt | 415 | | 146 | | — | | — | | — | | 561 | | — | |
| Dividends | 7 | | 7 | | 9 | | 28 | | 27 | | 51 | | 110 | |
| Other Interest and Dividend Income | 458 | | 367 | | 399 | | 514 | | 1,378 | | 1,737 | | 5,105 | |
| Total Interest and Dividend Income | 19,992 | | 19,341 | | 18,760 | | 17,847 | | 19,431 | | 75,939 | | 76,131 | |
| Interest Expense: | | | | | | | |
| Deposits | 5,802 | | 5,810 | | 5,721 | | 6,111 | | 7,492 | | 23,445 | | 28,441 | |
| Short-Term Borrowings | — | | 68 | | 108 | | 23 | | — | | 199 | | — | |
| Other Borrowings | 364 | | 364 | | 391 | | 402 | | 407 | | 1,520 | | 1,622 | |
| Total Interest Expense | 6,166 | | 6,242 | | 6,220 | | 6,536 | | 7,899 | | 25,164 | | 30,063 | |
| Net Interest and Dividend Income | 13,826 | | 13,099 | | 12,540 | | 11,311 | | 11,532 | | 50,775 | | 46,068 | |
| Provision (Recovery) for Credit Losses - Loans | 265 | | 336 | | (136) | | 68 | | 483 | | 534 | | 379 | |
| Provision (Recovery) for Credit Losses - Unfunded Commitments | 97 | | (77) | | 144 | | (108) | | 200 | | 55 | | 191 | |
| Net Interest and Dividend Income After Net Provision (Recovery) for Credit Losses | 13,464 | | 12,840 | | 12,532 | | 11,351 | | 10,849 | | 50,186 | | 45,498 | |
| Noninterest Income: | | | | | | | |
| Service Fees | 585 | | 574 | | 559 | | 462 | | 460 | | 2,180 | | 1,680 | |
| Insurance Commissions | 1 | | 1 | | 1 | | 1 | | 1 | | 4 | | 6 | |
| Other Commissions | 60 | | 63 | | 66 | | 63 | | 63 | | 252 | | 251 | |
| Net Gain on Sale of Loans | 6 | | 50 | | 26 | | 22 | | 3 | | 105 | | 52 | |
| Net Gain (Loss) on Securities | 14 | | (11,752) | | — | | (69) | | 3 | | (11,807) | | 51 | |
| Net Gain on Purchased Tax Credits | 4 | | 4 | | 4 | | 4 | | 12 | | 14 | | 49 | |
| Gain on Sale of Subsidiary | — | | — | | — | | — | | — | | — | | 138 | |
| Net Gain on Disposal of Premises and Equipment | 40 | | — | | — | | — | | — | | 40 | | 274 | |
| Income from Bank-Owned Life Insurance | 152 | | 154 | | 148 | | 149 | | 152 | | 603 | | 594 | |
| Net Gain on Bank-Owned Life Insurance Claims | — | | — | | — | | — | | — | | — | | 915 | |
| Other Income | 867 | | 229 | | 127 | | 155 | | 961 | | 1,379 | | 1,484 | |
| Total Noninterest Income (Loss) | 1,729 | | (10,677) | | 931 | | 787 | | 1,655 | | (7,230) | | 5,494 | |
| Noninterest Expense: | | | | | | | |
| Salaries and Employee Benefits | 5,842 | | 5,247 | | 5,088 | | 6,036 | | 5,258 | | 22,213 | | 18,821 | |
| Occupancy | 573 | | 574 | | 616 | | 750 | | 652 | | 2,513 | | 3,096 | |
| Equipment | 382 | | 367 | | 372 | | 330 | | 313 | | 1,452 | | 1,155 | |
| Data Processing | 790 | | 708 | | 761 | | 797 | | 832 | | 3,055 | | 3,308 | |
| Federal Deposit Insurance Corporation Assessment | 171 | | 173 | | 203 | | 176 | | 172 | | 724 | | 639 | |
| Pennsylvania Shares Tax | 242 | | 306 | | 143 | | 257 | | 301 | | 948 | | 1,161 | |
| Contracted Services | 481 | | 371 | | 382 | | 310 | | 522 | | 1,543 | | 1,623 | |
| Legal and Professional Fees | 234 | | 411 | | 117 | | 262 | | 268 | | 1,024 | | 985 | |
| Advertising | 192 | | 132 | | 124 | | 119 | | 137 | | 566 | | 484 | |
Other Real Estate Owned | 55 | | 8 | | 1 | | — | | 34 | | 65 | | 50 | |
| Amortization of Intangible Assets | — | | — | | — | | — | | 88 | | — | | 958 | |
| | | | | | | |
| | | | | | | |
| Other Expense | 961 | | 886 | | 941 | | 765 | | 876 | | 3,553 | | 3,369 | |
| Total Noninterest Expense | 9,923 | | 9,183 | | 8,748 | | 9,802 | | 9,453 | | 37,656 | | 35,649 | |
| Income (Loss) Before Income Tax Expense | 5,270 | | (7,020) | | 4,715 | | 2,336 | | 3,051 | | 5,300 | | 15,343 | |
| Income Tax Expense (Benefit) | 528 | | (1,324) | | 766 | | 427 | | 522 | | 397 | | 2,749 | |
| Net Income (Loss) | $ | 4,742 | | $ | (5,696) | | $ | 3,949 | | $ | 1,909 | | $ | 2,529 | | $ | 4,903 | | $ | 12,594 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | Year Ended |
| Per Common Share Data | 12/31/25 | 9/30/25 | 6/30/25 | 3/31/25 | 12/31/24 | 12/31/25 | 12/31/24 |
| Dividends Per Common Share | $ | 0.26 | | $ | 0.26 | | $ | 0.25 | | $ | 0.25 | | $ | 0.25 | | $ | 1.02 | | $ | 1.00 | |
| Earnings (Loss) Per Common Share - Basic | 0.95 | | (1.14) | | 0.79 | | 0.37 | | 0.49 | | 0.97 | | 2.45 | |
| (Loss) Earnings Per Common Share - Diluted | 0.89 | | (1.07) | | 0.74 | | 0.35 | | 0.46 | | 0.92 | | 2.38 | |
| | | | | | | |
| Weighted Average Common Shares Outstanding - Basic | 5,015,025 | | 4,985,188 | | 5,022,813 | | 5,125,577 | | 5,126,782 | | 5,036,706 | | 5,134,092 | |
| Weighted Average Common Shares Outstanding - Diluted | 5,304,685 | | 5,319,594 | | 5,332,026 | | 5,471,006 | | 5,544,829 | | 5,306,916 | | 5,302,522 | |
| | | | | | | | | | | | | | | | | |
| 12/31/25 | 9/30/25 | 6/30/25 | 3/31/25 | 12/31/24 |
| Common Shares Outstanding | 5,036,509 | | 4,998,383 | | 4,972,300 | | 5,099,069 | | 5,132,654 | |
| Book Value Per Common Share | $ | 31.28 | | $ | 30.50 | | $ | 29.84 | | $ | 29.08 | | $ | 28.71 | |
Tangible Book Value per Common Share (1) | 29.35 | | 28.56 | | 27.88 | | 27.17 | | 26.82 | |
| Stockholders’ Equity to Assets | 10.2 | % | 9.9 | % | 9.8 | % | 10.0 | % | 9.9 | % |
Tangible Common Equity to Tangible Assets (1) | 9.6 | | 9.3 | | 9.2 | | 9.4 | | 9.4 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | Year Ended |
Selected Financial Ratios (2) | 12/31/25 | 9/30/25 | 6/30/25 | 3/31/25 | 12/31/24 | 12/31/25 | 12/31/24 |
| Return on Average Assets | 1.22 | % | (1.50) | % | 1.06 | % | 0.53 | % | 0.65 | % | 0.33 | % | 0.84 | % |
| Return on Average Equity | 12.14 | | (15.15) | | 10.76 | | 5.24 | | 6.80 | | 3.27 | | 8.77 | |
| Average Interest-Earning Assets to Average Interest-Bearing Liabilities | 134.05 | | 134.42 | | 135.33 | | 134.70 | | 133.33 | | 134.62 | | 134.78 | |
| Average Equity to Average Assets | 10.02 | | 9.93 | | 9.88 | | 10.07 | | 9.63 | | 9.97 | | 9.56 | |
| Net Interest Rate Spread | 3.18 | | 3.05 | | 2.91 | | 2.61 | | 2.41 | | 2.95 | | 2.47 | |
Net Interest Rate Spread (FTE) (1) | 3.23 | | 3.08 | | 2.93 | | 2.63 | | 2.42 | | 2.97 | | 2.48 | |
| Net Interest Margin | 3.76 | | 3.64 | | 3.54 | | 3.27 | | 3.12 | | 3.55 | | 3.19 | |
Net Interest Margin (FTE) (1) | 3.80 | | 3.67 | | 3.55 | | 3.28 | | 3.13 | | 3.58 | | 3.20 | |
Net Charge-Offs (Recoveries) to Average Loans | 0.10 | | (0.03) | | (0.01) | | 0.02 | | 0.06 | | 0.02 | | 0.03 | |
| Efficiency Ratio | 63.79 | | 379.15 | | 64.94 | | 81.02 | | 71.68 | | 86.48 | | 69.14 | |
| | | | | | | | | | | | | | | | | | |
| Asset Quality Ratios | 12/31/25 | 9/30/25 | 6/30/25 | 3/31/25 | 12/31/24 | |
| Allowance for Credit Losses to Total Loans | 0.87 | % | 0.89 | % | 0.88 | % | 0.90 | % | 0.90 | % | |
| | | | | | |
Allowance for Credit Losses to Nonperforming Loans (3) | 190.51 | | 464.99 | | 550.20 | | 414.48 | | 548.07 | | |
Delinquent and Nonaccrual Loans to Total Loans (4) | 0.89 | | 0.59 | | 0.49 | | 0.54 | | 0.72 | | |
Nonperforming Loans to Total Loans (3) | 0.46 | | 0.19 | | 0.16 | | 0.22 | | 0.16 | | |
Nonperforming Assets to Total Assets (5) | 0.34 | | 0.15 | | 0.13 | | 0.16 | | 0.12 | | |
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Capital Ratios (6) | 12/31/25 | 9/30/25 | 6/30/25 | 3/31/25 | 12/31/24 | |
| Common Equity Tier 1 Capital (to Risk Weighted Assets) | 13.92 | % | 14.19 | % | 15.28 | % | 14.94 | % | 14.78 | % | |
| Tier 1 Capital (to Risk Weighted Assets) | 13.92 | | 14.19 | | 15.28 | | 14.94 | | 14.78 | | |
| Total Capital (to Risk Weighted Assets) | 14.89 | | 15.20 | | 16.29 | | 15.95 | | 15.79 | | |
| Tier 1 Leverage (to Adjusted Total Assets) | 10.15 | | 10.06 | | 10.49 | | 10.36 | | 9.98 | | |
(1) Refer to Explanation of Use of Non-GAAP Financial Measures in this Press Release for the calculation of the measure and reconciliation to the most comparable GAAP measure.
(2) Interim period ratios are calculated on an annualized basis.
(3) Nonperforming loans consist of all nonaccrual loans and accruing loans that are 90 days or more past due.
(4) Delinquent loans consist of accruing loans that are 30 days or more past due.
(5) Nonperforming assets consist of nonperforming loans and other real estate owned.
(6) Capital ratios are for Community Bank only.
Certain items previously reported may have been reclassified to conform with the current reporting period’s format.
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| AVERAGE BALANCES AND YIELDS |
| | | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | December 31, 2025 | | September 30, 2025 | | June 30, 2025 | | March 31, 2025 | | December 31, 2024 |
| Average Balance | Interest and Dividends | Yield / Cost (1) | | Average Balance | Interest and Dividends | Yield / Cost (1) | | Average Balance | Interest and Dividends | Yield / Cost (1) | | Average Balance | Interest and Dividends | Yield / Cost (1) | | Average Balance | Interest and Dividends | Yield / Cost (1) |
| (Dollars in thousands) (Unaudited) | | | | | | | | | | | | | | | | | | | |
| Assets: | | | | | | | | | | | | | | | | | | | |
| Interest-Earning Assets: | | | | | | | | | | | | | | | | | | | |
Loans, Net (2) | $ | 1,138,734 | | $ | 16,145 | | 5.62 | % | | $ | 1,120,036 | | $ | 16,034 | | 5.68 | % | | $ | 1,098,698 | | $ | 15,549 | | 5.68 | % | | $ | 1,075,083 | | $ | 14,584 | | 5.50 | % | | $ | 1,066,304 | | $ | 14,975 | | 5.59 | % |
| Debt Securities | | | | | | | | | | | | | | | | | | | |
| Taxable | 241,449 | | 3,035 | | 5.03 | | | 259,196 | | 2,848 | | 4.40 | | | 284,499 | | 2,860 | | 4.02 | | | 278,362 | | 2,777 | | 3.99 | | | 284,002 | | 3,096 | | 4.36 | |
| Tax-Exempt | 35,243 | | 525 | | 5.96 | | | 12,461 | | 185 | | 5.94 | | | — | | — | | — | | | — | | — | | — | | | — | | — | | — | |
| Equity Securities | 1,000 | | 7 | | 2.80 | | | 1,000 | | 7 | | 2.80 | | | 1,000 | | 9 | | 3.60 | | | 2,674 | | 28 | | 4.19 | | | 2,693 | | 27 | | 4.01 | |
| Interest-Earning Deposits at Banks | 41,222 | | 384 | | 3.73 | | | 29,682 | | 293 | | 3.95 | | | 33,564 | | 331 | | 3.94 | | | 45,056 | | 459 | | 4.07 | | | 114,245 | | 1,338 | | 4.68 | |
| Other Interest-Earning Assets | 2,998 | | 74 | | 9.79 | | | 3,972 | | 74 | | 7.39 | | | 3,767 | | 68 | | 7.24 | | | 3,196 | | 55 | | 6.98 | | | 3,070 | | 40 | | 5.18 | |
| Total Interest-Earning Assets | 1,460,646 | | 20,170 | | 5.48 | | | 1,426,347 | | 19,441 | | 5.41 | | | 1,421,528 | | 18,817 | | 5.31 | | | 1,404,371 | | 17,903 | | 5.17 | | | 1,470,314 | | 19,476 | | 5.27 | |
| Noninterest-Earning Assets | 85,605 | | | | | 75,480 | | | | | 67,513 | | | | | 63,324 | | | | | 65,786 | | | |
| Total Assets | $ | 1,546,251 | | | | | $ | 1,501,827 | | | | | $ | 1,489,041 | | | | | $ | 1,467,695 | | | | | $ | 1,536,100 | | | |
| Liabilities and Stockholders' Equity: | | | | | | | | | | | | | | | | | | | |
| Interest-Bearing Liabilities: | | | | | | | | | | | | | | | | | | | |
| Interest-Bearing Demand Accounts | $ | 367,382 | | $ | 1,850 | | 2.00 | % | | $ | 350,232 | | $ | 1,835 | | 2.08 | % | | $ | 334,752 | | $ | 1,677 | | 2.01 | % | | $ | 317,799 | | $ | 1,526 | | 1.95 | % | | $ | 328,129 | | $ | 1,838 | | 2.23 | % |
| Money Market Accounts | 212,212 | | 1,232 | | 2.30 | | | 211,660 | | 1,401 | | 2.63 | | | 238,195 | | 1,747 | | 2.94 | | | 230,634 | | 1,726 | | 3.04 | | | 227,606 | | 1,821 | | 3.18 | |
| Savings Accounts | 168,853 | | 45 | | 0.11 | | | 171,188 | | 43 | | 0.10 | | | 174,055 | | 42 | | 0.10 | | | 172,322 | | 41 | | 0.10 | | | 170,612 | | 45 | | 0.10 | |
| Time Deposits | 306,395 | | 2,675 | | 3.46 | | | 287,646 | | 2,531 | | 3.49 | | | 259,506 | | 2,255 | | 3.49 | | | 285,093 | | 2,818 | | 4.01 | | | 341,686 | | 3,788 | | 4.41 | |
| Total Interest-Bearing Deposits | 1,054,842 | | 5,802 | | 2.18 | | | 1,020,726 | | 5,810 | | 2.26 | | | 1,006,508 | | 5,721 | | 2.28 | | | 1,005,848 | | 6,111 | | 2.46 | | | 1,068,033 | | 7,492 | | 2.79 | |
| Short-Term Borrowings | 16 | | — | | 4.71 | | | 5,655 | | 68 | | 4.77 | | | 9,143 | | 108 | | 4.74 | | | 1,985 | | 23 | | 4.70 | | | — | | — | | — | |
| Other Borrowings | 34,754 | | 364 | | 4.16 | | | 34,743 | | 364 | | 4.16 | | | 34,733 | | 391 | | 4.52 | | | 34,723 | | 402 | | 4.70 | | | 34,713 | | 407 | | 4.66 | |
| Total Interest-Bearing Liabilities | 1,089,612 | | 6,166 | | 2.25 | | | 1,061,124 | | 6,242 | | 2.33 | | | 1,050,384 | | 6,220 | | 2.38 | | | 1,042,556 | | 6,536 | | 2.54 | | | 1,102,746 | | 7,899 | | 2.85 | |
| Noninterest-Bearing Demand Deposits | 285,269 | | | | | 271,462 | | | | | 270,729 | | | | | 265,522 | | | | | 267,598 | | | |
Total Funding and Cost of Funds | 1,374,881 | | | 1.78 | | | 1,332,586 | | | 1.86 | | | 1,321,113 | | | 1.89 | | | 1,308,078 | | | 2.03 | | | 1,370,344 | | | 2.29 | |
| Other Liabilities | 16,367 | | | | | 20,120 | | | | | 20,789 | | | | | 11,854 | | | | | 17,883 | | | |
| Total Liabilities | 1,391,248 | | | | | 1,352,706 | | | | | 1,341,902 | | | | | 1,319,932 | | | | | 1,388,227 | | | |
| Stockholders' Equity | 155,003 | | | | | 149,121 | | | | | 147,139 | | | | | 147,763 | | | | | 147,873 | | | |
| Total Liabilities and Stockholders' Equity | $ | 1,546,251 | | | | | $ | 1,501,827 | | | | | $ | 1,489,041 | | | | | $ | 1,467,695 | | | | | $ | 1,536,100 | | | |
Net Interest Income (FTE) (Non-GAAP) (3) | | $ | 14,004 | | | | | $ | 13,199 | | | | | $ | 12,597 | | | | | $ | 11,367 | | | | | $ | 11,577 | | |
Net Interest-Earning Assets (4) | 371,034 | | | | | 365,223 | | | | | 371,144 | | | | | 361,815 | | | | | 367,568 | | | |
Net Interest Rate Spread (FTE) (Non-GAAP) (3) (5) | | | 3.23 | % | | | | 3.08 | % | | | | 2.93 | % | | | | 2.63 | % | | | | 2.42 | % |
| | | | | | | | | | | | | | | | | | | |
Net Interest Margin (FTE) (Non-GAAP) (3)(6) | | | 3.80 | | | | | 3.67 | | | | | 3.55 | | | | | 3.28 | | | | | 3.13 | |
| | | | | | | | | | | | | | | | | | | |
(1) Annualized based on three months ended results.
(2) Net of the allowance for credit losses and includes nonaccrual loans with a zero yield and Loans Held for Sale if applicable.
(3) Refer to Explanation and Use of Non-GAAP Financial Measures in this Press Release for the calculation of the measure and reconciliation to the most comparable GAAP measure.
(4) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(5) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(6) Net interest margin represents annualized net interest income divided by average total interest-earning assets.
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| AVERAGE BALANCES AND YIELDS |
| | | | | | | | | | | |
| Year Ended |
| December 31, 2025 | | December 31, 2024 |
| Average Balance | | Interest and Dividends | | Yield /Cost | | Average Balance | | Interest and Dividends | | Yield / Cost |
| (Dollars in thousands) (Unaudited) | | | | | | | | | | | |
| Assets: | | | | | | | | | | | |
| Interest-Earning Assets: | | | | | | | | | | | |
Loans, Net (1) | $ | 1,108,344 | | | $ | 62,313 | | | 5.62 | % | | $ | 1,073,601 | | | $ | 59,544 | | | 5.55 | % |
| Debt Securities | | | | | | | | | | | |
| Taxable | 265,757 | | | 11,520 | | | 4.33 | | | 268,604 | | | 11,533 | | | 4.29 | |
| Exempt From Federal Tax | 12,024 | | | 710 | | | 5.90 | | | — | | | — | | | — | |
| Marketable Equity Securities | 1,413 | | | 51 | | | 3.61 | | | 2,693 | | | 110 | | | 4.08 | |
| Interest-Earning Deposits at Banks | 37,349 | | | 1,467 | | | 3.93 | | | 96,474 | | | 4,831 | | | 5.01 | |
| Other Interest-Earning Assets | 3,484 | | | 270 | | | 7.75 | | | 3,142 | | | 274 | | | 8.72 | |
| Total Interest-Earning Assets | 1,428,371 | | | 76,331 | | | 5.34 | | | 1,444,514 | | | 76,292 | | | 5.28 | |
| Noninterest-Earning Assets | 73,211 | | | | | | | 57,986 | | | | | |
| Total Assets | $ | 1,501,582 | | | | | | | $ | 1,502,500 | | | | | |
| | | | | | | | | | | |
| Liabilities and Stockholders' Equity: | | | | | | | | | | | |
| Interest-Bearing Liabilities: | | | | | | | | | | | |
| Interest-Bearing Demand Accounts | $ | 342,698 | | | $ | 6,888 | | | 2.01 | % | | $ | 326,073 | | | $ | 7,414 | | | 2.27 | % |
| Savings Accounts | 171,594 | | | 171 | | | 0.10 | | | 180,647 | | | 202 | | | 0.11 | |
| Money Market Accounts | 223,093 | | | 6,107 | | | 2.74 | | | 215,864 | | | 6,706 | | | 3.11 | |
| Time Deposits | 284,727 | | | 10,279 | | | 3.61 | | | 314,510 | | | 14,119 | | | 4.49 | |
| Total Interest-Bearing Deposits | 1,022,112 | | | 23,445 | | | 2.29 | | | 1,037,094 | | | 28,441 | | | 2.74 | |
| Short-Term Borrowings | 4,199 | | | 199 | | | 4.74 | | | — | | | — | | | — | |
| Other Borrowings | 34,738 | | | 1,520 | | | 4.38 | | | 34,697 | | | 1,622 | | | 4.67 | |
| Total Interest-Bearing Liabilities | 1,061,049 | | | 25,164 | | | 2.37 | | | 1,071,791 | | | 30,063 | | | 2.80 | |
| Noninterest-Bearing Demand Deposits | 273,295 | | | | | | | 270,528 | | | | | |
Total Funding and Cost of Funds | 1,334,344 | | | | | 1.89 | | | 1,342,319 | | | | | 2.24 | |
| Other Liabilities | 17,463 | | | | | | | 16,559 | | | | | |
| Total Liabilities | 1,351,807 | | | | | | | 1,358,878 | | | | | |
| Stockholders' Equity | 149,775 | | | | | | | 143,622 | | | | | |
| Total Liabilities and Stockholders' Equity | $ | 1,501,582 | | | | | | | $ | 1,502,500 | | | | | |
Net Interest Income (FTE) (Non-GAAP) (2) | | | 51,167 | | | | | | | 46,229 | | | |
Net Interest-Earning Assets (3) | 367,322 | | | | | | | 372,723 | | | | | |
Net Interest Rate Spread (FTE) (Non-GAAP) (2)(4) | | | | | 2.97 | % | | | | | | 2.48 | % |
Net Interest Margin (FTE) (Non-GAAP) (2)(5) | | | | | 3.58 | | | | | | | 3.20 | |
| | | | | | | | | | | |
(1) Net of the allowance for credit losses and includes nonaccrual loans with a zero yield and Loans Held for Sale if applicable.
(2) Refer to Explanation and Use of Non-GAAP Financial Measures in this Press Release for the calculation of the measure and reconciliation to the most comparable GAAP measure.
(3) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(4) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(5) Net interest margin represents annualized net interest income divided by average total interest-earning assets.
Explanation of Use of Non-GAAP Financial Measures
In addition to financial measures presented in accordance with generally accepted accounting principles (“GAAP”), we use, and this Press Release contains or references, certain Non-GAAP financial measures. We believe these Non-GAAP financial measures provide useful information in understanding our underlying results of operations or financial position and our business and performance trends as they facilitate comparisons with the performance of other companies in the financial services industry. Non-GAAP adjusted items impacting the Company's financial performance are identified to assist investors in providing a complete understanding of factors and trends affecting the Company’s business and in analyzing the Company’s operating results on the same basis as that applied by management. Although we believe that these Non-GAAP financial measures enhance the understanding of our business and performance, they should not be considered an alternative to GAAP or considered to be more important than financial results determined in accordance with GAAP, nor are they necessarily comparable with similar Non-GAAP measures which may be presented by other companies. Where Non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found herein.
| | | | | | | | | | | | | | | | | |
| 12/31/25 | 9/30/25 | 6/30/25 | 3/31/25 | 12/31/24 |
| (Dollars in thousands, except share and per share data) (Unaudited) | | | | | |
| | | | | |
Total Assets (GAAP) | $ | 1,547,693 | | $ | 1,545,514 | | $ | 1,517,984 | | $ | 1,483,456 | | $ | 1,481,564 | |
| Goodwill and Intangible Assets, Net | (9,732) | | (9,732) | | (9,732) | | (9,732) | | (9,732) | |
| Tangible Assets (Non-GAAP) (Numerator) | $ | 1,537,961 | | $ | 1,535,782 | | $ | 1,508,252 | | $ | 1,473,724 | | $ | 1,471,832 | |
| Stockholders' Equity (GAAP) | $ | 157,537 | | $ | 152,465 | | $ | 148,362 | | $ | 148,289 | | $ | 147,378 | |
| Goodwill and Intangible Assets, Net | (9,732) | | (9,732) | | (9,732) | | (9,732) | | (9,732) | |
| Tangible Common Equity or Tangible Book Value (Non-GAAP) (Denominator) | $ | 147,805 | | $ | 142,733 | | $ | 138,630 | | $ | 138,557 | | $ | 137,646 | |
| Stockholders’ Equity to Assets (GAAP) | 10.2 | % | 9.9 | % | 9.8 | % | 10.0 | % | 9.9 | % |
| Tangible Common Equity to Tangible Assets (Non-GAAP) | 9.6 | % | 9.3 | % | 9.2 | % | 9.4 | % | 9.4 | % |
| Common Shares Outstanding (Denominator) | 5,036,509 | | 4,998,383 | | 4,972,300 | | 5,099,069 | | 5,132,654 | |
| Book Value per Common Share (GAAP) | $ | 31.28 | | $ | 30.50 | | $ | 29.84 | | $ | 29.08 | | $ | 28.71 | |
| Tangible Book Value per Common Share (Non-GAAP) | $ | 29.35 | | $ | 28.56 | | $ | 27.88 | | $ | 27.17 | | $ | 26.82 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | Year Ended |
| 12/31/25 | 9/30/25 | 6/30/25 | 3/31/25 | 12/31/24 | 12/31/25 | 12/31/24 |
| (Dollars in thousands) (Unaudited) | | | | | | | |
| | | | | | | |
| Net Income (Loss) (GAAP) | $ | 4,742 | | $ | (5,696) | | $ | 3,949 | | $ | 1,909 | | $ | 2,529 | | $ | 4,903 | | $ | 12,594 | |
| Amortization of Intangible Assets, Net | — | | — | | — | | — | | 88 | | — | | 958 | |
| | | | | | | |
| Adjusted Net Income (Loss) (Non-GAAP) (Numerator) | $ | 4,742 | | $ | (5,696) | | $ | 3,949 | | $ | 1,909 | | $ | 2,617 | | $ | 4,903 | | $ | 13,552 | |
| Annualization Factor | 3.97 | | 3.97 | | 4.01 | | 4.06 | | 3.98 | | 1.00 | | 1.00 | |
| Average Stockholders' Equity (GAAP) | $ | 155,003 | | $ | 149,121 | | $ | 147,139 | | $ | 147,763 | | $ | 147,873 | | $ | 149,775 | | $ | 143,622 | |
| Average Goodwill and Intangible Assets, Net | (9,732) | | (9,732) | | (9,732) | | (9,732) | | (9,758) | | (9,732) | | (10,134) | |
| Average Tangible Common Equity (Non-GAAP) (Denominator) | $ | 145,271 | | $ | 139,389 | | $ | 137,407 | | $ | 138,031 | | $ | 138,115 | | $ | 140,043 | | $ | 133,488 | |
| Return on Average Equity (GAAP) | 12.14 | % | (15.15) | % | 10.76 | % | 5.24 | % | 6.80 | % | 3.27 | % | 8.77 | % |
| Return on Average Tangible Common Equity (Non-GAAP) | 12.95 | % | (16.21) | % | 11.53 | % | 5.61 | % | 7.54 | % | 3.50 | % | 10.15 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | Year Ended |
| 12/31/25 | 9/30/25 | 6/30/25 | 3/31/25 | 12/31/24 | 12/31/25 | 12/31/24 |
| (Dollars in thousands) (Unaudited) | | | | | | | |
| | | | | | | |
| Interest Income (GAAP) | $ | 19,992 | | $ | 19,341 | | $ | 18,760 | | $ | 17,847 | | $ | 19,431 | | $ | 75,939 | | $ | 76,131 | |
| Adjustment to FTE Basis | 178 | | 100 | | 57 | | 56 | | 45 | | 392 | | 161 | |
| Interest Income (FTE) (Non-GAAP) | 20,170 | | 19,441 | | 18,817 | | 17,903 | | 19,476 | | 76,331 | | 76,292 | |
| Interest Expense (GAAP) | 6,166 | | 6,242 | | 6,220 | | 6,536 | | 7,899 | | 25,164 | | 30,063 | |
| Net Interest Income (FTE) (Non-GAAP) | $ | 14,004 | | $ | 13,199 | | $ | 12,597 | | $ | 11,367 | | $ | 11,577 | | $ | 51,167 | | $ | 46,229 | |
| | | | | | | |
| Net Interest Rate Spread (GAAP) | 3.18 | % | 3.05 | % | 2.91 | % | 2.61 | % | 2.41 | % | 2.95 | % | 2.47 | % |
| Adjustment to FTE Basis | 0.05 | | 0.03 | | 0.02 | | 0.02 | | 0.01 | | 0.02 | | 0.01 | |
| Net Interest Rate Spread (FTE) (Non-GAAP) | 3.23 | % | 3.08 | % | 2.93 | % | 2.63 | % | 2.42 | % | 2.97 | % | 2.48 | % |
| | | | | | | |
| Net Interest Margin (GAAP) | 3.76 | % | 3.64 | % | 3.54 | % | 3.27 | % | 3.12 | % | 3.55 | % | 3.19 | % |
| Adjustment to FTE Basis | 0.04 | | 0.03 | | 0.01 | | 0.01 | | 0.01 | | 0.03 | | 0.01 | |
| Net Interest Margin (FTE) (Non-GAAP) | 3.80 | % | 3.67 | % | 3.55 | % | 3.28 | % | 3.13 | % | 3.58 | % | 3.20 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | Year Ended |
| 12/31/25 | 9/30/25 | 6/30/25 | 3/31/25 | 12/31/24 | 12/31/25 | 12/31/24 |
| (Dollars in thousands) (Unaudited) | | | | | | | |
| | | | | | | |
| Income (Loss) Before Income Tax Expense (GAAP) | $ | 5,270 | | $ | (7,020) | | $ | 4,715 | | $ | 2,336 | | $ | 3,051 | | $ | 5,300 | | $ | 15,343 | |
| Net Provision (Recovery) for Credit Losses | 362 | | 259 | | 8 | | (40) | | 683 | | 589 | | 570 | |
PPNR (Non-GAAP) | 5,632 | | (6,761) | | 4,723 | | 2,296 | | 3,734 | | 5,889 | | 15,913 | |
| Adjustments | | | | | | | |
| Net (Gain) Loss on Securities | (14) | | 11,752 | | — | | 69 | | (3) | | 11,807 | | (51) | |
| Gain on Sale of Subsidiary | — | | — | | — | | — | | — | | — | | (138) | |
| Net Gain on Disposal of Premises and Equipment | (40) | | — | | — | | — | | — | | (40) | | (274) | |
| Earn-out Payment Related to the Sale of EU | (711) | | — | | — | | (49) | | (708) | | (759) | | (708) | |
| Net Gain on Bank-Owned Life Insurance Claims | — | | — | | — | | — | | — | | — | | (915) | |
| Reduction in Force Expenses | | — | | — | | 1,003 | | — | | 1,003 | | — | |
| Adjusted PPNR (Non-GAAP) (Numerator) | $ | 4,867 | | $ | 4,991 | | $ | 4,723 | | $ | 3,319 | | $ | 3,023 | | $ | 17,900 | | $ | 13,827 | |
| Annualization Factor | 3.97 | | 3.97 | | 4.01 | | 4.06 | | 3.98 | | 1.00 | | 1.00 | |
| Average Assets (Denominator) | $ | 1,546,251 | | $ | 1,501,827 | | $ | 1,489,041 | | $ | 1,467,695 | | $ | 1,536,100 | | $ | 1,501,582 | | $ | 1,502,500 | |
| Adjusted PPNR Return on Average Assets (Non-GAAP) | 1.25 | % | 1.32 | % | 1.27 | % | 0.92 | % | 0.78 | % | 1.19 | % | 0.92 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | Year Ended |
| 12/31/25 | 9/30/25 | 6/30/25 | 3/31/25 | 12/31/24 | 12/31/25 | 12/31/24 |
| (Dollars in thousands, except share and per share data) (Unaudited) | | | | | | |
| | | | | | | |
Net Income (Loss) (GAAP) | $ | 4,742 | | $ | (5,696) | | $ | 3,949 | | $ | 1,909 | | $ | 2,529 | | $ | 4,903 | | $ | 12,594 | |
| | | | | | | |
| Adjustments | | | | | | | |
| Net (Gain) Loss on Securities | (14) | | 11,752 | | — | | 69 | | (3) | | 11,807 | | (51) | |
| Gain on Sale of Subsidiary | — | | — | | — | | — | | — | | — | | (138) | |
| Net Gain on Disposal of Premises and Equipment | (40) | | — | | — | | — | | — | | (40) | | (274) | |
| Earn-out Payment Related to the Sale of EU | (711) | | — | | — | | (49) | | (708) | | (759) | | (708) | |
| Net Gain on Bank-Owned Life Insurance Claims | — | | — | | — | | — | | — | | — | | (915) | |
| Reduction in Force Expenses | | — | | — | | 1,003 | | — | | 1,003 | | — | |
| Tax effect | (178) | | (2,129) | | — | | (215) | | 149 | | (2,522) | | 256 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Adjusted Net Income (Non-GAAP) | $ | 3,799 | | $ | 3,927 | | $ | 3,949 | | $ | 2,717 | | $ | 1,967 | | $ | 14,392 | | $ | 10,764 | |
| Weighted-Average Diluted Common Shares and Common Stock Equivalents Outstanding | 5,304,685 | | 5,319,594 | | 5,332,026 | | 5,471,006 | | 5,544,829 | | 5,306,916 | | 5,302,522 | |
| Earnings (Loss) per Common Share - Diluted (GAAP) | $ | 0.89 | | $ | (1.07) | | $ | 0.74 | | $ | 0.35 | | $ | 0.46 | | $ | 0.92 | | $ | 2.38 | |
| Adjusted Earnings per Common Share - Diluted (Non-GAAP) | $ | 0.72 | | $ | 0.74 | | $ | 0.74 | | $ | 0.50 | | $ | 0.35 | | $ | 2.71 | | $ | 2.03 | |
| Net Income (Loss) (GAAP) (Numerator) | $ | 4,742 | | $ | (5,696) | | $ | 3,949 | | $ | 1,909 | | $ | 2,529 | | $ | 4,903 | | $ | 12,594 | |
| Annualization Factor | 3.97 | | 3.97 | | 4.01 | | 4.06 | | 3.98 | | 1.00 | | 1.00 | |
| Average Assets (Denominator) | 1,546,251 | | 1,501,827 | | 1,489,041 | | 1,467,695 | | 1,536,100 | | 1,501,582 | | 1,502,500 | |
| Return on Average Assets (GAAP) | 1.22 | % | (1.50) | % | 1.06 | % | 0.53 | % | 0.65 | % | 0.33 | % | 0.84 | % |
| Adjusted Net Income (Non-GAAP) (Numerator) | $ | 3,799 | | $ | 3,927 | | $ | 3,949 | | $ | 2,717 | | $ | 1,967 | | $ | 14,392 | | $ | 10,764 | |
| Annualization Factor | 3.97 | | 3.97 | | 4.01 | | 4.06 | | 3.98 | | 1.00 | | 1.00 | |
| Average Assets (Denominator) | 1,546,251 | | 1,501,827 | | 1,489,041 | | 1,467,695 | | 1,536,100 | | 1,501,582 | | 1,502,500 | |
| Adjusted Return on Average Assets (Non-GAAP) | 0.97 | % | 1.04 | % | 1.06 | % | 0.75 | % | 0.51 | % | 0.96 | % | 0.72 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | Year Ended |
| 12/31/25 | 9/30/25 | 6/30/25 | 3/31/25 | 12/31/24 | 12/31/25 | 12/31/24 |
| (Dollars in thousands) (Unaudited) | | | | | | | |
| | | | | | | |
Net Income (Loss) (GAAP) (Numerator) | $ | 4,742 | | $ | (5,696) | | $ | 3,949 | | $ | 1,909 | | $ | 2,529 | | $ | 4,903 | | $ | 12,594 | |
| Annualization Factor | 3.97 | | 3.97 | | 4.01 | | 4.06 | | 3.98 | | 1.00 | | 1.00 | |
| Average Equity (GAAP) (Denominator) | 155,003 | | 149,121 | | 147,139 | | 147,763 | | 147,873 | | 149,775 | | 143,622 | |
| Return on Average Equity (GAAP) | 12.14 | % | (15.15) | % | 10.76 | % | 5.24 | % | 6.80 | % | 3.27 | % | 8.77 | % |
| Adjusted Net Income (Non-GAAP) (Numerator) | $ | 3,799 | | $ | 3,927 | | $ | 3,949 | | $ | 2,717 | | $ | 1,967 | | $ | 14,392 | | $ | 10,764 | |
| Annualization Factor | 3.97 | | 3.97 | | 4.01 | | 4.06 | | 3.98 | | 1.00 | | 1.00 | |
| Average Equity (GAAP) (Denominator) | 155,003 | | 149,121 | | 147,139 | | 147,763 | | 147,873 | | 149,775 | | 143,622 | |
| Adjusted Return on Average Equity (Non-GAAP) | 9.72 | % | 10.45 | % | 10.76 | % | 7.46 | % | 5.29 | % | 9.61 | % | 7.49 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | Year Ended |
| 12/31/25 | 9/30/25 | 6/30/25 | 3/31/25 | 12/31/24 | 12/31/25 | 12/31/24 |
| (Dollars in thousands) (Unaudited) | | | | | | | |
| | | | | | | |
| Noninterest Expense (GAAP) (Numerator) | $ | 9,923 | | $ | 9,183 | | $ | 8,748 | | $ | 9,802 | | $ | 9,453 | | $ | 37,656 | | $ | 35,649 | |
| | | | | | | |
| Net Interest and Dividend Income (GAAP) | $ | 13,826 | | $ | 13,099 | | $ | 12,540 | | $ | 11,311 | | $ | 11,532 | | $ | 50,775 | | $ | 46,068 | |
| | | | | | | |
| Noninterest Income (Loss) (GAAP) | 1,729 | | (10,677) | | 931 | | 787 | | 1,655 | | (7,230) | | 5,494 | |
| Operating Revenue (GAAP) (Denominator) | $ | 15,555 | | $ | 2,422 | | $ | 13,471 | | $ | 12,098 | | $ | 13,187 | | $ | 43,545 | | $ | 51,562 | |
| Efficiency Ratio (GAAP) | 63.79 | % | 379.15 | % | 64.94 | % | 81.02 | % | 71.68 | % | 86.48 | % | 69.14 | % |
| | | | | | | |
| Noninterest Expense (GAAP) | $ | 9,923 | | $ | 9,183 | | $ | 8,748 | | $ | 9,802 | | $ | 9,453 | | $ | 37,656 | | $ | 35,649 | |
| Adjustments: | | | | | | | |
| Reduction in Force Expenses | — | | — | | — | | (1,003) | | — | | (1,003) | | — | |
| Amortization of Intangible Assets | — | | — | | — | | — | | (88) | | — | | (958) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Adjusted Noninterest Expense (Non-GAAP) (Numerator) | $ | 9,923 | | $ | 9,183 | | $ | 8,748 | | $ | 8,799 | | $ | 9,365 | | $ | 36,653 | | $ | 34,691 | |
| | | | | | | |
| Net Interest and Dividend Income (GAAP) | $ | 13,826 | | $ | 13,099 | | $ | 12,540 | | $ | 11,311 | | $ | 11,532 | | $ | 50,775 | | $ | 46,068 | |
| Noninterest Income (Loss) (GAAP) | 1,729 | | (10,677) | | 931 | | 787 | | 1,655 | | (7,230) | | 5,494 | |
| Adjustments: | | | | | | | |
| Net (Gain) Loss on Securities | (14) | | 11,752 | | — | | 69 | | (3) | | 11,807 | | (51) | |
| Gain on Sale of Branches | — | | — | | — | | — | | — | | — | | (138) | |
| Net Gain on Disposal of Premises and Equipment | (40) | | — | | — | | — | | — | | (40) | | (274) | |
| Earn-out Payment Related to the Sale of EU | (711) | | — | | — | | (49) | | (708) | | (759) | | (708) | |
| Net Gain on Bank-Owned Life Insurance Claims | — | | — | | — | | — | | — | | — | | (915) | |
| Adjusted Noninterest Income (Non-GAAP) | $ | 964 | | $ | 1,075 | | $ | 931 | | $ | 807 | | $ | 944 | | $ | 3,778 | | $ | 3,408 | |
| Adjusted Operating Revenue (Non-GAAP) (Denominator) | $ | 14,790 | | $ | 14,174 | | $ | 13,471 | | $ | 12,118 | | $ | 12,476 | | $ | 54,553 | | $ | 49,476 | |
| Adjusted Efficiency Ratio (Non-GAAP) | 67.09 | % | 64.79 | % | 64.94 | % | 72.61 | % | 75.06 | % | 67.19 | % | 70.12 | % |