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10-Q

C & F Financial Corp (CFFI)

10-Q 2026-05-11 For: 2026-03-31
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Added on May 11, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2026 ****

or

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________ to _________

Commission File Number 000-23423

C&F FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia 54-1680165
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
3600 La Grange Parkway **** Toano , VA 23168
(Address of principal executive offices) (Zip Code)

( 804 ) 843-2360

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1.00 par value per share CFFI The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​<br><br>​<br><br>​
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No   ☒

At May 7, 2026, the latest practicable date for determination, 3,254,362 shares of common stock, $1.00 par value, of the registrant were outstanding.

​ ​

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TABLE OF CONTENTS

PART I - Financial Information ​ ​ ​ Page ****
Item 1. Financial Statements 3
Consolidated Balance Sheets (Unaudited) –March 31, 2026 and December 31, 2025 3
Consolidated Statements of Income (Unaudited) – Three months ended March 31, 2026 and 2025 4
Consolidated Statements of Comprehensive Income (Unaudited) – Three months ended March 31, 2026 and 2025 5
Consolidated Statements of Equity (Unaudited) – Three months ended March 31, 2026 and 2025 6
Consolidated Statements of Cash Flows (Unaudited) –Three months ended March 31, 2026 and 2025 7
Notes to Consolidated Interim Financial Statements (Unaudited) 8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34
Item 3. Quantitative and Qualitative Disclosures About Market Risk 63
Item 4. Controls and Procedures 65
PART II - Other Information 66
Item 1. Legal Proceedings 66
Item 1A. Risk Factors 66
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 66
Item 5. Other Information 66
Item 6. Exhibits 67
Signatures 68

​ 2

Table of Contents

Part I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except per share amounts)

​ ​March 31, December 31,
​ ​ ​ 2026 ​ ​ ​ 2025
Assets
Cash and due from banks $ 15,286 $ 13,622
Interest-bearing deposits in other banks **** 62,141 65,510
Total cash and cash equivalents **** 77,427 79,132
Securities—available for sale at fair value, amortized cost of <br>$485,390 and $471,036, respectively **** 470,619 458,111
Loans held for sale, at fair value **** 56,120 40,911
Loans, net of allowance for credit losses of $39,665 and $39,677, respectively **** 2,035,387 2,014,899
Restricted stock, at cost **** 3,346 3,680
Corporate premises and equipment, net **** 38,727 39,200
Other real estate owned, net of valuation allowance of $0 and $215, respectively **** 1,316
Accrued interest receivable **** 11,752 11,726
Goodwill **** 25,191 25,191
Other intangible assets, net **** 884 909
Bank-owned life insurance 21,911 21,808
Net deferred tax asset 14,411 14,039
Other assets **** 57,973 57,572
Total assets $ 2,813,748 $ 2,768,494
Liabilities
Deposits
Noninterest-bearing demand deposits $ 568,420 $ 543,673
Savings, money market and interest-bearing demand deposits **** 907,732 905,683
Time deposits **** 923,304 896,367
Total deposits **** 2,399,456 2,345,723
Short-term borrowings **** 20,000 20,000
Long-term borrowings **** 57,750 67,842
Trust preferred capital notes **** 25,501 25,493
Accrued interest payable **** 4,642 3,745
Other liabilities **** 40,287 43,343
Total liabilities **** 2,547,636 2,506,146
Commitments and contingent liabilities (Note 11) ****
Equity
Common stock ($1.00 par value, 8,000,000 shares authorized, 3,248,129 and 3,245,972 shares issued and outstanding, respectively, includes 100,480 and 100,578 of unvested shares, respectively) **** 3,148 3,145
Additional paid-in capital **** 1,016 1,078
Retained earnings **** 273,883 268,696
Accumulated other comprehensive loss, net **** (12,577) (11,166)
Equity attributable to C&F Financial Corporation 265,470 261,753
Noncontrolling interest 642 595
Total equity **** 266,112 262,348
Total liabilities and equity $ 2,813,748 $ 2,768,494

See notes to consolidated interim financial statements. 3

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C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except per share amounts)

Three Months Ended March 31,
​ ​ ​ 2026 ​ ​ ​ 2025
Interest income
Interest and fees on loans $ 34,715 $ 32,382
Interest on interest-bearing deposits in other banks **** 651 502
Interest and dividends on securities
U.S. treasury, government agencies and corporations **** 259 289
Mortgage-backed securities 1,660 1,394
Tax-exempt obligations of states and political subdivisions 1,094 911
Taxable obligations of states and political subdivisions **** 194 195
Corporate and other **** 573 315
Total interest income **** 39,146 35,988
Interest expense
Savings and interest-bearing deposits **** 2,263 1,805
Time deposits **** 7,586 7,964
Borrowings **** 1,236 859
Trust preferred capital notes **** 352 350
Total interest expense **** 11,437 10,978
Net interest income **** 27,709 25,010
Provision for credit losses **** 3,600 3,000
Net interest income after provision for credit losses **** 24,109 22,010
Noninterest income
Gains on sales of loans **** 2,545 1,847
Interchange income 1,577 1,475
Service charges on deposit accounts **** 1,020 990
Investment income from other equity interests 372 207
Mortgage banking fee income **** 850 570
Wealth management services income, net **** 808 732
Mortgage lender services income 820 536
Other service charges and fees **** 504 498
Other income, net **** 54 718
Total noninterest income **** 8,550 7,573
Noninterest expenses
Salaries and employee benefits **** 14,357 13,483
Occupancy **** 2,215 2,193
Data processing 3,175 2,866
Professional fees 917 921
Insurance expense 430 491
Marketing and advertising expenses 547 529
Loan processing and collection expenses 873 683
Other **** 1,801 1,893
Total noninterest expenses **** 24,315 23,059
Income before income taxes **** 8,344 6,524
Income tax expense **** 1,550 1,129
Net income 6,794 5,395
Less net income attributable to noncontrolling interest **** 47 27
Net income attributable to C&F Financial Corporation $ 6,747 $ 5,368
Net income per share - basic and diluted $ 2.08 $ 1.66

See notes to consolidated interim financial statements. 4

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C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)

Three Months Ended March 31, ****
​ ​ ​ 2026 ​ ​ ​ 2025
Net income $ 6,794 $ 5,395
Other comprehensive (loss) income, net of tax:
Securities available for sale (1,458) 4,610
Defined benefit plan (13) (9)
Cash flow hedges 60 (288)
Other comprehensive (loss) income, net of tax (1,411) 4,313
Comprehensive income 5,383 9,708
Less comprehensive income attributable to noncontrolling interest 47 27
Comprehensive income attributable to C&F Financial Corporation $ 5,336 $ 9,681

See notes to consolidated interim financial statements.

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C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited)

(Dollars in thousands, except per share amounts)

Attributable to C&F Financial Corporation
​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ****
Additional Other
Common Paid - In Retained Comprehensive Noncontrolling Total ****
Stock Capital Earnings Loss, Net Interest Equity ****
Balance December 31, 2025 $ 3,145 $ 1,078 $ 268,696 $ (11,166) **** $ 595 $ 262,348
Comprehensive income:
Net income **** **** **** 6,747 **** **** 47 **** 6,794
Other comprehensive loss **** **** **** **** (1,411) **** **** (1,411)
Share-based compensation **** 514 **** **** **** **** 514
Restricted stock vested **** 10 (10) **** **** **** ****
Common stock issued **** 1 40 **** **** **** 41
Common stock purchased (8) (606) (614)
Cash dividends declared ($0.48 per share) (1,560) (1,560)
Balance March 31, 2026 $ 3,148 $ 1,016 $ 273,883 $ (12,577) **** $ 642 $ 266,112

Attributable to C&F Financial Corporation
Accumulated
​ ​ Additional ​ ​ ​ ​ Other ​ ​ ****
Common Paid - In Retained Comprehensive Noncontrolling Total ****
Stock Capital Earnings Loss, Net Interest Equity ****
Balance December 31, 2024 $ 3,114 $ 36 $ 247,814 $ (24,604) $ 610 $ 226,970
Comprehensive income:
Net income 5,368 27 5,395
Other comprehensive income 4,313 4,313
Share-based compensation 461 461
Restricted stock vested 13 (13)
Common stock issued 1 45 46
Common stock purchased (5) (421) (426)
Cash dividends declared (0.46 per share) (1,488) (1,488)
Balance March 31, 2025 $ 3,123 $ 108 $ 251,694 $ (20,291) $ 637 $ 235,271

All values are in US Dollars.

See notes to consolidated interim financial statements. 6

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C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

Three Months Ended March 31, ****
​ ​ ​ 2026 ​ ​ ​ 2025
Operating activities:
Net income $ 6,794 $ 5,395
Adjustments to reconcile net income to net cash (used by) provided by operating activities:
Provision for credit losses **** 3,600 3,000
Accretion of certain acquisition-related discounts, net **** (54) (108)
Share-based compensation **** 514 461
Depreciation and amortization **** 940 988
(Accretion of discounts) and amortization of premiums on securities, net **** (162) 20
Deferred income taxes (4)
Reversal of provision for indemnifications (35) (25)
Income from bank-owned life insurance (81) (106)
Pension expense 154 183
Proceeds from sales of loans held for sale **** 164,123 108,010
Origination of loans held for sale **** (180,601) (112,972)
Gains on sales of loans held for sale (2,545) (1,847)
Other gains, net (42) 141
Change in other assets and liabilities:
Accrued interest receivable **** (26) (6)
Other assets **** 626 1,727
Accrued interest payable **** 897 (472)
Other liabilities **** (1,670) (1,178)
Net cash (used by) provided by operating activities **** (7,572) 3,211
Investing activities:
Proceeds from sales, maturities and calls of securities available for sale and payments on mortgage-backed securities **** 14,590 17,176
Purchases of securities available for sale **** (28,782) (24,248)
Purchases of time deposits, net (991) (5)
Repayments on loans held for investment by non-bank affiliates 44,182 40,593
Purchases of loans held for investment by non-bank affiliates (43,953) (39,209)
Net increase in community banking loans held for investment (21,941) (27,487)
Purchases of corporate premises and equipment **** (322) (267)
Other investing activities, net **** 1,634 (92)
Net cash used in investing activities **** (35,583) (33,539)
Financing activities:
Net increase in demand, savings and money market deposits **** 26,796 36,556
Net increase in time deposits **** 26,937 9,238
Net decrease in repurchase agreements and borrowings **** (10,000) (3,085)
Repurchases of common stock (614) (426)
Cash dividends paid (1,560) (1,488)
Other financing activities, net **** (109) (95)
Net cash provided by financing activities **** 41,450 40,700
Net (decrease) increase in cash and cash equivalents **** (1,705) 10,372
Cash and cash equivalents at beginning of period **** 79,132 65,586
Cash and cash equivalents at end of period $ 77,427 $ 75,958
Supplemental cash flow disclosures:
Interest paid $ 10,531 $ 11,441
Income taxes paid **** 13
Supplemental disclosure of noncash investing and financing activities:
Liabilities assumed to acquire right of use assets at lease commencement **** 134 190
Transfers from loans held for sale to loans held for investment 2,104

See notes to consolidated interim financial statements. 7

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C&F FINANCIAL CORPORATION AND SUBSIDIARIES

NOTE S TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: Summary of Significant Accounting Policies

Principles of Consolidation: The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and with applicable quarterly reporting regulations of the Securities and Exchange Commission (the SEC). They do not include all of the information and notes required by GAAP for complete financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the C&F Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Annual Report).  The accounting and reporting policies of the Corporation conform to GAAP and to predominant practices within the banking industry and are primarily disclosed in the 2025 Annual Report.

The unaudited consolidated financial statements include the accounts of C&F Financial Corporation (the Corporation), its direct wholly-owned subsidiary, Citizens and Farmers Bank (the Bank or C&F Bank), and indirect subsidiaries that are wholly-owned or controlled. Subsidiaries that are less than wholly owned are fully consolidated if they are controlled by the Corporation or one of its subsidiaries, and the portion of any subsidiary not owned by the Corporation is reported as noncontrolling interest. All significant intercompany accounts and transactions have been eliminated in consolidation. In addition, the Corporation owns all of the common stock of C&F Financial Statutory Trust I, C&F Financial Statutory Trust II, and Central Virginia Bankshares Statutory Trust I, all of which are unconsolidated subsidiaries. The subordinated debt owed to these trusts is reported as liabilities of the Corporation.

Nature of Operations: The Corporation is a bank holding company incorporated under the laws of the Commonwealth of Virginia. The Corporation owns all of the stock of its subsidiary, C&F Bank, which is an independent commercial bank chartered under the laws of the Commonwealth of Virginia.

C&F Bank has five wholly-owned subsidiaries: C&F Mortgage Corporation (C&F Mortgage), C&F Finance Company (C&F Finance), C&F Wealth Management Corporation (C&F Wealth Management), C&F Insurance Services LLC (C&F Insurance), and CVB Title Services, Inc. (CVB Title), all incorporated or organized under the laws of the Commonwealth of Virginia. C&F Mortgage, organized in September 1995, originates and sells residential mortgages, provides mortgage loan origination services to third-party lenders and, through its subsidiary Certified Appraisals LLC, provides ancillary mortgage loan production services for residential appraisals. C&F Mortgage owns a 51 percent interest in C&F Select LLC, which was organized in January 2019 and is also engaged in the business of originating and selling residential mortgages. C&F Finance, acquired in September 2002, is a finance company purchasing automobile loans through indirect lending programs. C&F Wealth Management, organized in April 1995, is a full-service brokerage firm offering a comprehensive range of wealth management services through third-party service providers. C&F Insurance and CVB Title were organized for the primary purpose of owning equity interests in an independent insurance agency and a full service title and settlement agency, respectively. Business segment data is presented in Note 10.

Basis of Presentation: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the results of operations in these financial statements, have been made. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for any other interim period or for the full year.

Reclassification: Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.  None of these reclassifications are considered material.

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Recent Significant Accounting Pronouncements: In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures.” The amendments in ASU 2024-03 require disaggregated disclosure of income statement expenses for public business entities. Such disclosures must be made on an annual and interim basis in a tabular format in the footnotes to the financial statements. The amendments require companies to disclose disaggregated information about specific natural expense categories that are considered relevant and applicable, including (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) oil and gas activities. The amendments also provide clarification regarding identifying relevant expenses captions and requires disclosure of selling expenses on an annual and interim basis. Entities are required to apply the guidance in ASU 2024-03 consistently for all periods presented and is effective for all public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.  Early adoption is permitted. The amendments are to be applied on a prospective basis; however, retrospective application is permitted. The Corporation does not expect the adoption of ASU 2024-03 to have a material effect on its consolidated financial statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not currently expected to have a material effect on the Corporation’s financial position, results of operations or cash flows.

NOTE 2: Securities

The Corporation’s debt securities, all of which are classified as available for sale, are summarized in the following tables. The Corporation has elected to exclude accrued interest receivable, totaling $2.96 million and $2.67 million at March 31, 2026 and December 31, 2025, respectively, from the amortized cost basis of securities.

March 31, 2026
​ ​ ​ ​ ​ ​ Gross ​ ​ ​ Gross ​ ​ ​
Amortized Unrealized Unrealized
(Dollars in thousands) Cost Gains Losses Fair Value
U.S. Treasury securities $ 4,995 $ $ (87) $ 4,908
U.S. government agencies and corporations 58,605 (4,955) 53,650
Mortgage-backed securities **** 227,286 **** 1,516 **** (8,379) **** 220,423
Obligations of states and political subdivisions **** 159,871 **** 938 (2,935) **** 157,874
Corporate and other debt securities 34,633 173 (1,042) 33,764
Total $ 485,390 $ 2,627 $ (17,398) $ 470,619

December 31, 2025
​ ​ ​ ​ ​ ​ Gross ​ ​ ​ Gross ​ ​ ​
Amortized Unrealized Unrealized
(Dollars in thousands) Cost Gains Losses Fair Value
U.S. Treasury securities $ 4,992 $ $ (105) $ 4,887
U.S. government agencies and corporations 60,605 (4,895) 55,710
Mortgage-backed securities 211,653 2,009 (7,830) 205,832
Obligations of states and political subdivisions 158,158 1,417 (2,484) 157,091
Corporate and other debt securities 35,628 150 (1,187) 34,591
Total $ 471,036 $ 3,576 $ (16,501) $ 458,111

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The amortized cost and estimated fair value of securities at March 31, 2026, by the earlier of contractual maturity or expected maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

March 31, 2026
​ ​ ​ Amortized ​ ​ ​
(Dollars in thousands) Cost Fair Value
Due in one year or less $ 83,458 $ 81,410
Due after one year through five years **** 186,654 **** 179,712
Due after five years through ten years **** 145,474 **** 140,549
Due after ten years **** 69,804 **** 68,948
Total $ 485,390 $ 470,619

The following table presents the gross realized gains and losses on and the proceeds from the sales, maturities and calls of securities. During the three months ended March 31, 2026 and 2025, there were no sales of securities.

Three Months Ended March 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025
Realized gains from sales, maturities and calls of securities:
Gross realized gains $ $
Gross realized losses ****
Net realized losses $ $
Proceeds from sales, maturities, calls and paydowns of securities $ 14,590 $ 17,176

The Corporation pledges securities primarily to secure municipal deposits and lines of credit that provide liquidity to the Corporation and C&F Bank. Securities with an aggregate amortized cost of $124.05 million and an aggregate fair value of $119.12 million were pledged at March 31, 2026. Securities with an aggregate amortized cost of $138.43 million and an aggregate fair value of $130.88 million were pledged at December 31, 2025.

Securities in an unrealized loss position at March 31, 2026, by duration of the period of the unrealized loss, are shown below.

Less Than 12 Months 12 Months or More Total ****
**** Fair **** Unrealized **** Fair **** Unrealized **** Fair **** Unrealized ****
(Dollars in thousands) Value Loss Value Loss ​ ​Value Loss ****
U.S. Treasury securities $ $ $ 4,908 $ 87 $ 4,908 $ 87
U.S. government agencies and corporations 53,650 4,955 53,650 4,955
Mortgage-backed securities **** 41,854 430 **** 97,260 **** 7,949 **** 139,114 **** 8,379
Obligations of states and political subdivisions **** 46,082 548 **** 43,429 **** 2,387 **** 89,511 **** 2,935
Corporate and other debt securities 13,076 56 14,014 986 27,090 1,042
Total $ 101,012 $ 1,034 $ 213,261 $ 16,364 $ 314,273 $ 17,398

There were 517 debt securities with a fair value below the amortized cost basis, totaling $314.27 million of aggregate fair value as of March 31, 2026. The Corporation concluded that a credit loss did not exist in its securities portfolio at March 31, 2026, and no allowance for credit losses has been recognized based on the fact that as of March 31, 2026 (1) changes in fair value were caused primarily by fluctuations in interest rates or other market factors, such as changes in demand, (2) securities with unrealized losses had generally high credit quality, (3) the Corporation intends to hold these investments in debt securities to maturity and it is more-likely-than-not that the Corporation will not be required to sell these investments before a recovery of its investment, and (4) issuers have continued to make timely payments of principal and interest. Additionally, the Corporation’s mortgage-backed securities are entirely issued by either U.S. government agencies or U.S. government-sponsored enterprises.  Collectively, these entities provide a guarantee, which is either explicitly or implicitly supported by the full faith and credit of the U.S. government, that investors in such mortgage-backed securities will receive timely principal and interest payments.

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Securities in an unrealized loss position at December 31, 2025, by duration of the period of the unrealized loss, are shown below.

Less Than 12 Months 12 Months or More Total ****
**** Fair **** Unrealized **** Fair **** Unrealized **** Fair **** Unrealized ****
(Dollars in thousands) Value Loss Value Loss ​ ​Value Loss ****
U.S. Treasury securities $ $ $ 4,887 $ 105 $ 4,887 $ 105
U.S. government agencies and corporations 55,710 4,895 55,710 4,895
Mortgage-backed securities 12,949 84 107,826 7,746 120,775 7,830
Obligations of states and political subdivisions 7,451 79 64,534 2,405 71,985 2,484
Corporate and other debt securities 13,009 119 15,932 1,068 28,941 1,187
Total $ 33,409 $ 282 $ 248,889 $ 16,219 $ 282,298 $ 16,501

The Corporation’s investment in restricted stock totaled $3.35 million at March 31, 2026 and $3.68 million at December 31, 2025 and consisted of Federal Home Loan Bank of Atlanta (FHLB) stock.  Restricted stock is generally viewed as a long-term investment, which is carried at cost because there is no market for the stock other than to be redeemed or repurchased by the FHLB. Therefore, when evaluating restricted stock for impairment, its value is based on the ultimate recoverability of the par value rather than by recognizing any temporary decline in value. The Corporation did not consider its investment in restricted stock to be impaired at March 31, 2026 and no impairment has been recognized.

NOTE 3: Loans

The Corporation’s loans are stated at their face amount, net of deferred fees and costs and discounts, and consist of the classes of loans included in the following table. The Corporation has elected to exclude accrued interest receivable, totaling $8.78 million and $9.04 million at March 31, 2026 and December 31, 2025, respectively, from the recorded balance of loans.

March 31, December 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025
Commercial real estate $ 870,643 $ 835,432
Commercial business **** 118,627 115,710
Construction - commercial real estate **** 75,262 99,604
Land acquisition and development **** 82,475 66,248
Builder lines **** 31,058 37,938
Construction - consumer real estate 32,540 29,288
Residential mortgage 316,677 319,536
Equity lines 76,920 76,460
Other consumer 10,204 10,085
Consumer finance - automobiles 405,473 406,312
Consumer finance - marine and recreational vehicles **** 55,173 57,963
Subtotal **** 2,075,052 2,054,576
Less allowance for credit losses **** (39,665) (39,677)
Loans, net $ 2,035,387 $ 2,014,899

Other consumer loans included $269,000 and $240,000 of demand deposit overdrafts at March 31, 2026 and December 31, 2025, respectively.

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The following table shows the aging of the Corporation’s loan portfolio, by class, at March 31, 2026.

30-59 60-89 90+ 90+ Days
Days Days Days Total Past Due and
(Dollars in thousands) ​ ​ ​ Past Due Past Due Past Due Past Due Current^1^ Total Loans Accruing
Commercial real estate $ $ $ $ $ 870,643 $ 870,643 $
Commercial business **** 162 109 271 118,356 118,627
Construction - commercial real estate **** 75,262 75,262
Land acquisition and development **** 82,475 82,475
Builder lines **** 31,058 31,058
Construction - consumer real estate 32,540 32,540
Residential mortgage 1,435 123 905 2,463 314,214 316,677 88
Equity lines 125 17 142 76,778 76,920 17
Other consumer 35 35 10,169 10,204
Consumer finance - automobiles 12,655 1,477 890 15,022 390,451 405,473
Consumer finance - marine and recreational vehicles **** 393 23 416 54,757 55,173
Total $ 14,805 $ 1,709 $ 1,835 $ 18,349 $ 2,056,703 $ 2,075,052 $ 105
1 For the purposes of the table above, “Current” includes loans that are 1-29 days past due.
--- ---

The table above includes nonaccrual loans that are current of $104,000, 30-59 days past due of $79,000, 60-89 days past due of $99,000 and 90+ days past due of $1.73 million.

The following table shows the aging of the Corporation’s loan portfolio, by class, at December 31, 2025.

30-59 60-89 90+ 90+ Days
Days Days Days Total Past Due and
(Dollars in thousands) ​ ​ ​ Past Due Past Due Past Due Past Due Current^1^ Total Loans Accruing
Commercial real estate $ $ 262 $ $ 262 $ 835,170 $ 835,432 $
Commercial business 8 8 115,702 115,710
Construction - commercial real estate 99,604 99,604
Land acquisition and development 66,248 66,248
Builder lines 37,938 37,938
Construction - consumer real estate 29,288 29,288
Residential mortgage 1,019 111 813 1,943 317,593 319,536
Equity lines 155 65 23 243 76,217 76,460 23
Other consumer 17 17 10,068 10,085
Consumer finance - automobiles 16,741 2,129 1,022 19,892 386,420 406,312
Consumer finance - marine and recreational vehicles 429 37 466 57,497 57,963
Total $ 18,369 $ 2,604 $ 1,858 $ 22,831 $ 2,031,745 $ 2,054,576 $ 23

1For the purposes of the table above, “Current” includes loans that are 1-29 days past due.

The table above includes nonaccrual loans that are current of $219,000, 30-59 days past due of $17,000, 60-89 days past due of $86,000 and 90+ days past due of $1.84 million.

The following table shows the Corporation’s recorded balance of loans on nonaccrual status as of March 31, 2026 and December 31, 2025. The Corporation recognized $13,000 in interest income on loans on nonaccrual status as of March 31, 2026 and had no reversals of interest income upon placing loans on nonaccrual status during the three months ended March 31, 2026. All nonaccrual loans at March 31, 2026 and December 31, 2025 had an allowance for credit losses, with none individually evaluated.

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March 31, December 31,
(Dollars in thousands) ​ ​ ​ 2026 2025
Commercial business $ 2 $
Residential mortgage 1,097 1,135
Consumer finance - automobiles 890 1,022
Consumer finance - marine and recreational vehicles 23
Total $ 2,012 $ 2,157

Occasionally, the Corporation modifies loans to borrowers experiencing financial difficulties by providing principal forgiveness, term extensions, interest rate reductions or other-than-insignificant payment delays. As the effect of most modifications is already included in the allowance for credit losses due to the measurement methodologies used in its estimate, the allowance for credit losses is typically not adjusted upon modification. When principal forgiveness is provided at modification, the amount forgiven is charged against the allowance for credit losses.  In some cases, the Corporation may provide multiple types of modifications on one loan and when multiple types of modifications occur within the same period, the combination of modifications is separately reported. There were no loans to borrowers experiencing financial difficulty that were modified during the three months ended March 31, 2026 and 2025.

The Corporation closely monitors the performance of modified loans to understand the effectiveness of its modification efforts.  Upon the determination that all or a portion of a modified loan is uncollectible, that amount is charged against the allowance for credit losses. There were no payment defaults during the three months ended March 31, 2026 and 2025 of loans to borrowers experiencing financial difficulties that were modified during the previous twelve months and all were current as of March 31, 2026.

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NOTE 4: Allowance for Credit Losses

The Corporation conducts an analysis of the collectability of the loan portfolio on a regular basis and uses this analysis to assess the sufficiency of the allowance for credit losses on loans and to determine the necessary provision for credit losses. The Corporation segmented the loan portfolio into three loan portfolios based on common risk characteristics. The Commercial portfolio consists of commercial real estate loans, commercial business loans, commercial and consumer real estate construction loans, land acquisition and development loans, and builder lines. The Consumer portfolio consists of residential mortgage loans, equity lines, and other consumer loans. The Consumer Finance portfolio consists of automobile and marine and recreational vehicle (RV) loans.

The following table shows the allowance for credit losses activity by loan portfolio for the three months ended March 31, 2026 and 2025.

Consumer
(Dollars in thousands) Commercial Consumer Finance Total
Balance at December 31, 2025 $ 13,239 $ 4,179 $ 22,259 $ 39,677
Provision charged to operations 146 4 3,300 3,450
Loans charged off (65) (4,626) (4,691)
Recoveries of loans previously charged off 26 35 1,168 1,229
Balance at March 31, 2026 $ 13,411 $ 4,153 $ 22,101 $ 39,665

Consumer
(Dollars in thousands) Commercial Consumer Finance Total
Balance at December 31, 2024 $ 13,347 $ 4,032 $ 22,708 $ 40,087
Provision charged to operations 69 81 2,900 3,050
Loans charged off (61) (4,073) (4,134)
Recoveries of loans previously charged off 9 34 997 1,040
Balance at March 31, 2025 $ 13,425 $ 4,086 $ 22,532 $ 40,043

The following table presents a breakdown of the provision for credit losses for the periods indicated.

Three Months Ended March 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​
Provision for credit losses:
Provision for loans $ 3,450 $ 3,050
Provision for unfunded commitments **** 150 (50)
Total $ 3,600 $ 3,000

The following table details the recorded balance of the classes of loans within the commercial and consumer loan portfolios by loan rating, which is reviewed on a quarterly basis, and year of origination as of March 31, 2026:

Revolving Revolving
Term Loans Recorded Balance by Origination Year Loans Loans
Recorded Converted
(Dollars in thousands) ​ ​ ​ 2026 2025 2024 2023 2022 Prior Balance to Term^1^ Total
Commercial real estate:
Loan Rating
Pass $ 29,748 $ 72,456 $ 114,721 $ 130,789 $ 160,904 $ 361,830 $ $ 125 $ 870,573
Special Mention 70 70
Total $ 29,748 $ 72,456 $ 114,721 $ 130,789 $ 160,904 $ 361,900 $ $ 125 $ 870,643
Commercial business:
Loan Rating
Pass $ 6,536 $ 8,790 $ 7,213 $ 9,434 $ 12,853 $ 34,694 $ 38,838 $ 160 $ 118,518
Special Mention 107 107
Substandard Nonaccrual 2 2
Total $ 6,536 $ 8,790 $ 7,213 $ 9,434 $ 12,853 $ 34,803 $ 38,838 $ 160 0 $ 118,627

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Construction - commercial real estate:
Loan Rating
Pass $ 3,424 $ 7,885 $ 47,184 $ 13,582 $ 3,187 $ $ $ $ 75,262
Total $ 3,424 $ 7,885 $ 47,184 $ 13,582 $ 3,187 $ $ $ $ 75,262
Land acquisition and development:
Loan Rating
Pass $ 16,040 $ 23,716 $ 37,595 $ $ 371 $ 4,753 $ $ $ 82,475
Total $ 16,040 $ 23,716 $ 37,595 $ $ 371 $ 4,753 $ $ $ 82,475
Builder lines:
Loan Rating
Pass $ 4,976 $ 19,435 $ 4,978 $ 446 $ 1,018 $ 205 $ $ $ 31,058
Total $ 4,976 $ 19,435 $ 4,978 $ 446 $ 1,018 $ 205 $ $ $ 31,058
Construction - consumer real estate:
Loan Rating
Pass $ 2,934 $ 27,061 $ 2,545 $ $ $ $ $ $ 32,540
Total $ 2,934 $ 27,061 $ 2,545 $ $ $ $ $ $ 32,540
Residential mortgage:
Loan Rating
Pass $ 11,717 $ 41,452 $ 55,529 $ 43,281 $ 68,735 $ 94,199 $ $ $ 314,913
Special Mention 161 21 82 343 607
Substandard 60 60
Substandard Nonaccrual 97 800 104 96 1,097
Total $ 11,717 $ 41,452 $ 55,787 $ 44,102 $ 68,921 $ 94,698 $ $ $ 316,677
Equity lines:
Loan Rating
Pass $ $ $ $ $ $ 490 $ 75,535 $ 801 $ 76,826
Special Mention 94 94
Total $ $ $ $ $ $ 490 $ 75,535 $ 895 $ 76,920
Other consumer:
Loan Rating
Pass $ 1,952 $ 4,111 $ 2,103 $ 1,108 $ 580 $ 308 $ 42 $ $ 10,204
Total $ 1,952 $ 4,111 $ 2,103 $ 1,108 $ 580 $ 308 $ 42 $ $ 10,204
Total:
Loan Rating
Pass $ 77,327 $ 204,906 $ 271,868 $ 198,640 $ 247,648 $ 496,479 $ 114,415 $ 1,086 $ 1,612,369
Special Mention 161 21 82 520 94 878
Substandard 60 60
Substandard Nonaccrual 97 800 104 98 1,099
Total $ 77,327 $ 204,906 $ 272,126 $ 199,461 $ 247,834 $ 497,157 $ 114,415 $ 1,180 $ 1,614,406
1 Commercial business and equity lines include $119,000 and $169,000, respectively, of revolving loans converted to term during the three months ended March 31, 2026.
--- ---

The following table details the recorded balance of the classes of loans within the commercial and consumer loan portfolios by loan rating, which is reviewed on a quarterly basis, and year of origination as of December 31, 2025:

Revolving Revolving
Term Loans Recorded Balance by Origination Year Loans Loans
Recorded Converted
(Dollars in thousands) ​ ​ ​ 2025 2024 2023 2022 2021 Prior Balance to Term^1^ Total
Commercial real estate:
Loan Rating
Pass $ 72,184 $ 110,069 $ 120,853 $ 162,934 $ 120,074 $ 249,017 $ $ 229 $ 835,360
Special Mention 72 72
Total $ 72,184 $ 110,069 $ 120,853 $ 162,934 $ 120,074 $ 249,089 $ $ 229 $ 835,432
Commercial business:
Loan Rating
Pass $ 9,557 $ 7,623 $ 10,169 $ 13,091 $ 11,841 $ 26,507 $ 36,875 $ 47 $ 115,710
Total $ 9,557 $ 7,623 $ 10,169 $ 13,091 $ 11,841 $ 26,507 $ 36,875 $ 47 $ 115,710
Construction - commercial real estate:

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Loan Rating
Pass $ 10,384 $ 54,141 $ 31,892 $ 3,187 $ $ $ $ $ 99,604
Total $ 10,384 $ 54,141 $ 31,892 $ 3,187 $ $ $ $ $ 99,604
Land acquisition and development:
Loan Rating
Pass $ 18,966 $ 41,178 $ $ 371 $ $ 5,733 $ $ $ 66,248
Total $ 18,966 $ 41,178 $ $ 371 $ $ 5,733 $ $ $ 66,248
Builder lines:
Loan Rating
Pass $ 27,069 $ 8,855 $ 826 $ 784 $ $ 404 $ $ $ 37,938
Total $ 27,069 $ 8,855 $ 826 $ 784 $ $ 404 $ $ $ 37,938
Construction - consumer real estate:
Loan Rating
Pass $ 24,158 $ 5,130 $ $ $ $ $ $ $ 29,288
Total $ 24,158 $ 5,130 $ $ $ $ $ $ $ 29,288
Residential mortgage:
Loan Rating
Pass $ 44,390 $ 57,382 $ 46,606 $ 71,350 $ 33,087 $ 64,871 $ $ $ 317,686
Special Mention 22 84 202 347 655
Substandard 60 60
Substandard Nonaccrual 113 833 189 1,135
Total $ 44,390 $ 57,495 $ 47,461 $ 71,623 $ 33,289 $ 65,278 $ $ $ 319,536
Equity lines:
Loan Rating
Pass $ $ $ $ $ $ 493 $ 75,165 $ 701 $ 76,359
Special Mention 101 101
Total $ $ $ $ $ $ 493 $ 75,165 $ 802 $ 76,460
Other consumer:
Loan Rating
Pass $ 5,157 $ 2,512 $ 1,318 $ 670 $ 82 $ 300 $ 46 $ $ 10,085
Total $ 5,157 $ 2,512 $ 1,318 $ 670 $ 82 $ 300 $ 46 $ $ 10,085
Total:
Loan Rating
Pass $ 211,865 $ 286,890 $ 211,664 $ 252,387 $ 165,084 $ 347,325 $ 112,086 $ 977 $ 1,588,278
Special Mention 22 84 202 419 101 828
Substandard 60 60
Substandard Nonaccrual 113 833 189 1,135
Total $ 211,865 $ 287,003 $ 212,519 $ 252,660 $ 165,286 $ 347,804 $ 112,086 $ 1,078 $ 1,590,301
1 Commercial real estate and equity lines include $128,000 and $516,000, respectively, of revolving loans converted to term during the year ended December 31, 2025.
--- ---

The following table details the recorded balance of the classes of loans within the consumer finance loan portfolio by credit rating at the time of origination and year of origination as of March 31, 2026:

Revolving
Term Loans Recorded Balance by Origination Year Loans
Revolving Converted
(Dollars in thousands) ​ ​ ​ 2026 2025 2024 2023 2022 Prior Loans to Term Total
Consumer finance - automobiles:
Credit rating^1^
Very good $ 6,915 $ 20,282 $ 13,090 $ 5,417 $ 3,803 $ 955 $ $ $ 50,462
Good 14,165 42,919 25,800 14,942 15,416 4,252 117,494
Fairly good 12,399 45,770 27,028 20,605 19,898 8,241 133,941
Fair 7,193 28,267 17,053 12,529 11,958 6,974 83,974
Marginal 1,330 6,710 3,392 2,460 2,789 2,921 19,602
Total $ 42,002 $ 143,948 $ 86,363 $ 55,953 $ 53,864 $ 23,343 $ $ $ 405,473
Consumer finance - marine and recreational vehicles:
Credit rating^1^
Very good $ $ 1,302 $ 5,893 $ 4,695 $ 10,246 $ 14,396 $ $ $ 36,532
Good 1,426 3,755 5,391 5,301 2,364 18,237
Fairly good 164 171 69 404

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Total $ $ 2,728 $ 9,648 $ 10,250 $ 15,718 $ 16,829 $ $ $ 55,173
Total:
Credit rating^1^
Very good $ 6,915 $ 21,584 $ 18,983 $ 10,112 $ 14,049 $ 15,351 $ $ $ 86,994
Good 14,165 44,345 29,555 20,333 20,717 6,616 135,731
Fairly good 12,399 45,770 27,028 20,769 20,069 8,310 134,345
Fair 7,193 28,267 17,053 12,529 11,958 6,974 83,974
Marginal 1,330 6,710 3,392 2,460 2,789 2,921 19,602
Total $ 42,002 $ 146,676 $ 96,011 $ 66,203 $ 69,582 $ 40,172 $ $ $ 460,646
1 Credit ratings with a FICO score greater than 739 are considered Very Good, FICO scores ranging from 670-739 are considered Good, FICO scores ranging from 625-669 are considered Fairly Good, FICO scores ranging from 580-624 are considered Fair and FICO scores less than 580 are considered Marginal.
--- ---

The following table details the recorded balance of the classes of loans within the consumer finance loan portfolio by credit rating at the time of origination and year of origination as of December 31, 2025:

Revolving
Term Loans Recorded Balance by Origination Year Loans
Revolving Converted
(Dollars in thousands) ​ ​ ​ 2025 2024 2023 2022 2021 Prior Loans to Term Total
Consumer finance - automobiles:
Credit rating^1^
Very good $ 22,600 $ 14,758 $ 6,212 $ 4,543 $ 1,123 $ 111 $ $ $ 49,347
Good 46,079 28,573 17,066 17,449 4,853 519 114,539
Fairly good 48,871 29,704 23,209 23,345 9,043 1,397 135,569
Fair 29,774 18,942 14,528 14,266 7,011 1,815 86,336
Marginal 6,960 3,751 2,893 3,243 2,626 1,048 20,521
Total $ 154,284 $ 95,728 $ 63,908 $ 62,846 $ 24,656 $ 4,890 $ $ $ 406,312
Consumer finance - marine and recreational vehicles:
Credit rating^1^
Very good $ 1,339 $ 6,231 $ 4,999 $ 10,700 $ 6,473 $ 8,789 $ $ $ 38,531
Good 1,442 3,937 5,533 5,604 1,066 1,441 19,023
Fairly good 165 173 32 39 409
Total $ 2,781 $ 10,168 $ 10,697 $ 16,477 $ 7,571 $ 10,269 $ $ $ 57,963
Total:
Credit rating^1^
Very good $ 23,939 $ 20,989 $ 11,211 $ 15,243 $ 7,596 $ 8,900 $ $ $ 87,878
Good 47,521 32,510 22,599 23,053 5,919 1,960 133,562
Fairly good 48,871 29,704 23,374 23,518 9,075 1,436 135,978
Fair 29,774 18,942 14,528 14,266 7,011 1,815 86,336
Marginal 6,960 3,751 2,893 3,243 2,626 1,048 20,521
Total $ 157,065 $ 105,896 $ 74,605 $ 79,323 $ 32,227 $ 15,159 $ $ $ 464,275
1 Credit ratings with a FICO score greater than 739 are considered Very Good, FICO scores ranging from 670-739 are considered Good, FICO scores ranging from 625-669 are considered Fairly Good, FICO scores ranging from 580-624 are considered Fair and FICO scores less than 580 are considered Marginal.
--- ---

The following table details the current period gross charge-offs of loans by year of origination for the three months ended March 31, 2026.

Revolving
Current Period Gross Charge-offs by Origination Year Loans
Revolving Converted
(Dollars in thousands) ​ ​ ​ 2026 2025 2024 2023 2022 Prior Loans to Term Total
Equity lines $ $ $ $ 5 $ $ 6 $ $ $ 11
Other consumer^1^ 42 5 7 54
Consumer finance - automobiles 556 968 1,248 1,242 482 4,496
Consumer finance - marine and recreational vehicles 28 26 64 12 130
Total $ 42 $ 561 $ 1,003 $ 1,279 $ 1,306 $ 500 $ $ $ 4,691

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1 Gross charge-offs of other consumer loans for the three months ended March 31, 2026 included $217,000 of demand deposit overdrafts that originated in 2026.

The following table details the current period gross charge-offs of loans by year of origination for the three months ended March 31, 2025.

Revolving
Current Period Gross Charge-offs by Origination Year Loans
Revolving Converted
(Dollars in thousands) ​ ​ ​ 2025 2024 2023 2022 2021 Prior Loans to Term Total
Residential mortgage $ 6 $ $ $ $ $ $ $ $ 6
Other consumer^1^ 45 10 55
Consumer finance - automobiles 593 1,004 1,616 587 196 3,996
Consumer finance - marine and recreational vehicles 13 52 10 2 77
Total $ 51 $ 603 $ 1,017 $ 1,668 $ 597 $ 198 $ $ $ 4,134
1 Gross charge-offs of other consumer loans for the three months ended March 31, 2025 included $45,000 of demand deposit overdrafts that originated in 2025.
--- ---

As of March 31, 2026 and December 31, 2025, the Corporation had no collateral dependent loans for which repayment was expected to be derived substantially through the operation or sale of the collateral and where the borrower is experiencing financial difficulty.

NOTE 5: Goodwill and Other Intangible Assets

The carrying amount of goodwill was $25.19 million at March 31, 2026 and December 31, 2025. There were no changes in the recorded balance of goodwill during the three months ended March 31, 2026 or 2025.

The Corporation had $884,000 and $909,000 of other intangible assets as of March 31, 2026 and December 31, 2025, respectively. Other intangible assets were recognized in connection with the core deposits acquired from Peoples Bankshares, Incorporated in 2020 and customer relationships acquired by C&F Wealth Management in 2016.

The following table summarizes the gross carrying amounts and accumulated amortization of other intangible assets.

March 31, December 31,
2026 2025
Gross Gross
Carrying Accumulated Carrying Accumulated
(Dollars in thousands) Amount Amortization Amount Amortization
Amortizable intangible assets:
Core deposit intangibles $ 1,711 $ (827) $ 1,711 $ (802)
Other amortizable intangibles 1,405 (1,405) 1,405 (1,405)
Total $ 3,116 $ (2,232) $ 3,116 $ (2,207)

Amortization expense was $25,000 and $63,000 for the three months ended March 31, 2026 and 2025, respectively.

NOTE 6: Equity, Other Comprehensive Income and Earnings Per Share

Equity and Noncontrolling Interest

The Board of Directors authorized a program, effective January 1, 2026 through December 31, 2026, to repurchase up to $5.0 million of the Corporation’s common stock (the 2026 Repurchase Program). During the three months ended 18

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March 31, 2026, the Corporation repurchased 4,279 of its common stock under the 2026 Repurchase Program.  As of March 31, 2026, there was $4.7 million remaining available for repurchases of the Corporation’s common stock under the 2026 Repurchase Program. The Corporation did not repurchase any of its common stock during the three months ended March 31, 2025 under the Corporation’s previous share repurchase program, effective January 1, 2025 through December 31, 2025 (the 2025 Repurchase Program).

Additionally, during the three months ended March 31, 2026 and 2025, the Corporation withheld 4,167 shares and 5,357 shares of its common stock, respectively, from employees to satisfy tax withholding obligations upon vesting of restricted stock.

Noncontrolling interest represents an ownership interest in C&F Select LLC, a subsidiary of C&F Mortgage, held by an unrelated investor.

Accumulated Other Comprehensive Loss, Net

Changes in each component of accumulated other comprehensive loss were as follows for the three months ended March 31, 2026 and 2025.

​ ​ ​ Securities ​ ​ ​ Defined ​ ​ ​ Cash ​ ​ ​
Available Benefit Flow
(Dollars in thousands) For Sale Plan Hedges Total
Accumulated other comprehensive (loss) income at December 31, 2025 $ (10,212) $ (1,258) $ 304 $ (11,166)
Other comprehensive (loss) income arising during the period **** (1,846) **** **** 82 **** (1,764)
Related income tax effects **** 388 **** **** (21) **** 367
(1,458) 61 (1,397)
Reclassifications into net income (17) (2) (19)
Related income tax effects 4 1 5
(13) (1) (14)
Other comprehensive (loss) income, net of tax (1,458) (13) 60 (1,411)
Accumulated other comprehensive (loss) income at March 31, 2026 $ (11,670) $ (1,271) $ 364 $ (12,577)

​ ​ ​ Securities ​ ​ ​ Defined ​ ​ ​ Cash ​ ​ ​
Available Benefit Flow
(Dollars in thousands) For Sale Plan Hedges Total
Accumulated other comprehensive (loss) income at December 31, 2024 $ (23,693) $ (1,797) $ 886 $ (24,604)
Other comprehensive income (loss) arising during the period 5,835 (387) 5,448
Related income tax effects (1,225) 100 (1,125)
4,610 (287) 4,323
Reclassifications into net income (12) (2) (14)
Related income tax effects 3 1 4
(9) (1) (10)
Other comprehensive income (loss), net of tax 4,610 (9) (288) 4,313
Accumulated other comprehensive (loss) income at March 31, 2025 $ (19,083) $ (1,806) $ 598 $ (20,291)

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The following table provides information regarding reclassifications from accumulated other comprehensive loss into net income for the three months ended March 31, 2026 and 2025.

Three Months Ended March 31, Line Item In the Consolidated
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Statements of Income
Securities available for sale:
Reclassification of net realized losses into net income $ $ Net losses on sales, maturities and calls of available for sale securities
Related income tax effects Income tax expense
Net of tax
Defined benefit plan:^1^
Reclassification of recognized net actuarial losses into net income (5) Noninterest expenses - Other
Amortization of prior service credit into net income 17 17 Noninterest expenses - Other
Related income tax effects (4) (3) Income tax expense
13 9 Net of tax
Cash flow hedges:
Amortization of hedging gains into net income 2 2 Interest expense - Trust preferred capital notes
Related income tax effects (1) (1) Income tax expense
1 1 Net of tax
****
Total $ 14 $ 10
1 See “Note 8: Employee Benefit Plans,” for additional information.
--- ---

Earnings Per Share (EPS)

The components of the Corporation’s EPS calculations are as follows:

Three Months Ended March 31, ****
(Dollars in thousands) 2026 ​ ​ ​ 2025 ****
Net income attributable to C&F Financial Corporation $ 6,747 $ 5,368
Weighted average shares outstanding—basic and diluted **** 3,248,485 3,234,935

The Corporation has applied the two-class method of computing basic and diluted EPS for each period presented because the Corporation’s unvested restricted shares outstanding contain rights to nonforfeitable dividends equal to dividends on the Corporation’s common stock.  Accordingly, the weighted average number of shares used in the calculation of basic and diluted EPS includes both vested and unvested shares outstanding. 20

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NOTE 7: Share-Based Plans

Under the 2022 Stock and Incentive Compensation Plan the Corporation is permitted to award, and previously under the 2013 Stock and Incentive Compensation Plan until April 19, 2022, the Corporation was permitted to award, shares of restricted stock to certain key employees, non-employee directors and consultants. Restricted shares awarded to employees generally vest over periods up to five years, and restricted shares awarded to non-employee directors generally vest over periods up to three years.  A summary of the activity for restricted stock awards for the periods indicated is presented below:

2026 ****
​ ​ ​ ​ ​ ​ Weighted- ****
Average ****
Grant Date ****
Shares Fair Value ****
Unvested, December 31, 2025 **** 100,578 $ 65.57
Granted 10,235 **** 74.14
Vested **** (10,123) **** 67.99
Forfeited **** (210) **** 71.73
Unvested, March 31, 2026 **** 100,480 66.18

2025
​ ​ ​ ​ ​ ​ Weighted-
Average
Grant Date
Shares Fair Value
Unvested, December 31, 2024 **** 119,778 $ 54.56
Granted **** 8,550 86.03
Vested **** (12,810) 53.20
Forfeited **** (1,710) 56.96
Unvested, March 31, 2025 **** 113,808 57.04

The fair value of shares that vested during the three months ended March 31, 2026 and 2025 was $746,000 and $1.02 million, respectively. Compensation is accounted for using the fair value of the Corporation’s common stock on the date the restricted shares are awarded. Compensation expense, net of forfeitures, is charged to income ratably over the required service periods and was $514,000 ($377,000 after income taxes) and $461,000 ($271,000 after income taxes) for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there was $3.90 million of total unrecognized compensation cost related to restricted stock granted under the plans, which is expected to be recognized through 2031, with a weighted-average remaining service period of 3 years.

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NOTE 8: Employee Benefit Plans

The following table summarizes the components of net periodic benefit cost for the Bank’s non-contributory cash balance pension plan.

Three Months Ended March 31, ****
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 ****
Components of net periodic benefit cost:
Service cost, included in salaries and employee benefits $ 353 $ 346
Other components of net periodic benefit cost:
Interest cost **** 228 218
Expected return on plan assets **** (410) (369)
Amortization of prior service credit **** (17) (17)
Recognized net actuarial losses **** 5
Other components of net periodic benefit cost, included in other noninterest expense (199) (163)
Net periodic benefit cost $ 154 $ 183

NOTE 9: Fair Value of Assets and Liabilities

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:

Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 assets and liabilities include debt securities traded in an active exchange market.
Level 2—Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
--- ---
Level 3—Valuation is determined using model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect the Corporation’s estimates of assumptions that market participants would use in pricing the respective asset or liability. Valuation techniques may include the use of pricing models, discounted cash flow models and similar techniques.
--- ---

GAAP allows an entity the irrevocable option to elect fair value (the fair value option) for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis.  The Corporation has elected to use fair value accounting for its entire portfolio of loans held for sale (LHFS).

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following describes the valuation techniques and inputs used by the Corporation in determining the fair value of certain assets recorded at fair value on a recurring basis in the financial statements.

Securities available for sale. The Corporation primarily values its investment portfolio using Level 2 fair value measurements, but may also use Level 1 or Level 3 measurements if required by the composition of the portfolio. At March 31, 2026 and December 31, 2025, the Corporation’s entire securities portfolio was comprised of investments in 22

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debt securities classified as available for sale, which were valued using Level 2 fair value measurements. The Corporation has contracted with third party portfolio accounting service vendors for valuation of its securities portfolio. The vendors’ sources for security valuation are ICE Data Services (ICE), London Stock Exchange Group (LSEG) and Bloomberg Valuation Service (BVAL).  Each source provides opinions, known as evaluated prices, as to the value of individual securities based on model-based pricing techniques that are partially based on available market data, including prices for similar instruments in active markets and prices for identical assets in markets that are not active. ICE provides evaluated prices for the Corporation’s obligations of states and political subdivisions category of securities.  ICE uses proprietary pricing models and pricing systems, mathematical tools and judgment to determine an evaluated price for a security based upon a hierarchy of market information regarding that security or securities with similar characteristics.  LSEG and BVAL provide evaluated prices for the Corporation’s U.S. treasury, government agencies and corporations, mortgage-backed, and corporate categories of securities.  U.S. treasury securities and fixed-rate callable securities of U.S. government agencies and corporations are individually evaluated on an option adjusted spread basis for callable issues or on a nominal spread basis incorporating the term structure of agency market spreads and the appropriate risk free benchmark curve for non-callable issues.  Pass-through mortgage-backed securities (MBS) in the mortgage-backed category are grouped into aggregate categories defined by issuer program, weighted average coupon, and weighted average maturity.  Each aggregate category is benchmarked to relative to-be-announced mortgage-backed securities (TBA securities) or other benchmark prices. TBA securities prices are obtained from market makers and live trading systems. Collateralized mortgage obligations in the mortgage-backed category are individually evaluated based upon a hierarchy of security specific information and market data regarding that security or securities with similar characteristics.  Each evaluation is determined using an option adjusted spread and prepayment model based on volatility-driven, multi-dimensional spread tables. Fixed-rate securities issued by the Small Business Association in the mortgage-backed category are individually evaluated based upon a hierarchy of security specific information and market data regarding that security or securities with similar characteristics.

Other investments. The Corporation holds equity investments in funds that provide debt and equity financing to small businesses. These investments are recorded at fair value and included in “Other Assets” in the Consolidated Balance Sheets.  Changes in fair value are recognized in “Investment income from other equity interests” on the Consolidated Statements of Income. The funds are managed by investment companies, and the net asset value of each fund is reported regularly by the investment companies. At March 31, 2026 and December 31, 2025, the combined fair value of these investments was $1.63 million and $1.66 million, respectively.  These investments, measured at net asset value, are not presented in the tables below related to fair value measurements. Changes in fair value of these investments resulted in the recognition of unrealized gains of $71,000 and $59,000 for the three months ended March 31, 2026 and 2025, respectively.

The Corporation also holds certain equity investments consisting of equity interests in an independent insurance agency and a full service title and settlement agency (collectively, the agencies). These investments are subject to contractual sale restrictions that only permit the sale of the investments back to the agencies themselves.  At March 31, 2026 and December 31, 2025, the fair value of these investments was $4.41 million and $4.43 million, respectively. These investments are recorded at fair value based on the contractual redemption value of the Corporation’s proportionate share of the agencies’ equity.  Changes in fair value are recognized in “Investment income from other equity interests” on the Consolidated Statements of Income and resulted in the recognition of unrealized gains of $301,000 and $148,000 for the three months ended March 31, 2026 and 2025, respectively. The Corporation’s investments in these agencies are classified as Level 2.

Loans held for sale. Fair value of the Corporation’s LHFS is based on observable market prices for similar instruments traded in the secondary mortgage loan markets in which the Corporation conducts business. The Corporation’s portfolio of LHFS is classified as Level 2.

Derivative asset - IRLCs. The Corporation recognizes IRLCs at fair value. Fair value of IRLCs is based on either (i) the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis or (ii) the observable price for individual loans traded in the secondary market for loans that will be delivered on a mandatory basis. All of the Corporation’s IRLCs are classified as Level 2.

Rabbi trust assets. The Corporation’s rabbi trust holds assets intended to be used to fund the liability associated with its deferred compensation plan. The assets held by the rabbi trust are invested at the direction of the individual participants, 23

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generally in marketable investment securities such as common stocks and mutual funds or short-term investments (e.g., cash), and are measured at fair value. Rabbi trust assets and the associated deferred compensation plan liability are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets. The Corporation’s rabbi trust assets are classified as Level 1.

Derivative asset/liability – interest rate swaps on loans. The Corporation recognizes interest rate swaps at fair value.  The Corporation has contracted with a third party vendor to provide valuations for these interest rate swaps using the discounted cash flow method. All of the Corporation’s interest rate swaps on loans are classified as Level 2.

Derivative asset/liability – cash flow hedges. The Corporation recognizes cash flow hedges at fair value. The Corporation has contracted with a third party vendor to provide valuations for these cash flow hedges using the discounted cash flow method.  All of the Corporation’s cash flow hedges are classified as Level 2.

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis. The fair value of forward sales of mortgage loans were not material to the consolidated financial statements of the Corporation at March 31, 2026 or December 31, 2025.

March 31, 2026 ****
Fair Value Measurements Classified as Assets/Liabilities at ****
(Dollars in thousands) Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Fair Value ****
Assets:
Securities available for sale
U.S. Treasury securities $ $ 4,908 $ $ 4,908
U.S. government agencies and corporations 53,650 53,650
Mortgage-backed securities **** **** 220,423 **** **** 220,423
Obligations of states and political subdivisions **** **** 157,874 **** **** 157,874
Corporate and other debt securities 33,764 33,764
Total securities available for sale **** **** 470,619 **** **** 470,619
Loans held for sale **** **** 56,120 **** **** 56,120
Other investments 4,414 4,414
Rabbi trust assets 17,109 17,109
Derivatives
IRLC **** **** 1,284 **** **** 1,284
Interest rate swaps on loans 2,485 2,485
Cash flow hedges **** **** 602 **** **** 602
Total assets $ 17,109 $ 535,524 $ $ 552,632
Liabilities:
Derivatives
Interest rate swaps on loans $ $ 2,485 $ $ 2,485
Cash flow hedges 129 129
Total liabilities $ $ 2,614 $ $ 2,614

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December 31, 2025 ****
Fair Value Measurements Classified as Assets/Liabilities at ****
(Dollars in thousands) Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Fair Value ****
Assets:
Securities available for sale
U.S. Treasury securities $ $ 4,887 $ $ 4,887
U.S. government agencies and corporations 55,710 55,710
Mortgage-backed securities 205,832 205,832
Obligations of states and political subdivisions 157,091 157,091
Corporate and other debt securities 34,591 34,591
Total securities available for sale 458,111 458,111
Loans held for sale 40,911 40,911
Other investments 4,428 4,428
Rabbi trust assets 17,510 17,510
Derivatives
IRLC 574 574
Interest rate swaps on loans 2,503 2,503
Cash flow hedges 598 598
Total assets $ 17,510 $ 507,125 $ $ 524,635
Liabilities:
Derivatives
Interest rate swaps on loans $ $ 2,503 $ $ 2,503
Cash flow hedges 208 208
Total liabilities $ $ 2,711 $ $ 2,711

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Corporation may be required, from time to time, to measure and recognize certain assets at fair value on a nonrecurring basis in accordance with GAAP. The following describes the valuation techniques and inputs used by the Corporation in determining the fair value of certain assets recorded at fair value on a nonrecurring basis in the financial statements.

OREO. OREO is held for sale and initially recorded at fair value less estimated costs to sell. Initial fair value is based upon appraisals the Corporation obtains from independent licensed appraisers or recent sales of similar properties and general market conditions. Subsequently, management periodically performs valuations of the assets based on updated appraisals, general market conditions, recent sales of similar properties, length of time the properties have been held, and our ability and intent with regard to continued ownership of the properties. The Corporation may incur additional write-downs of OREO to fair value less estimated costs to sell if valuations indicate a further deterioration in market conditions. As such, the Corporation records OREO as a nonrecurring fair value measurement classified as Level 3. At December 31, 2025, OREO was comprised of a property previously used by the Bank as a branch, which was consolidated into a nearby branch in 2024.

Collateral dependent loans. When a borrower is experiencing financial difficulty and repayment is expected substantially through the sale of the collateral, the loan is individually evaluated for purposes of estimating the allowance for credit losses and may be recorded at the fair value of the underlying collateral less estimated costs to sell. The level of the allowance for credit losses is recorded to reflect the net amount expected to be collected. The Corporation obtains an appraisal from independent licensed appraisers with relevant industry experience. When a collateral dependent loan is measured at fair value based solely on observable market prices or a current appraisal without further adjustments for unobservable inputs, the nonrecurring fair value measurement is classified as Level 2. The Corporation may adjust the appraised value based on recent sales of similar properties or general market conditions when appropriate and as such, records the collateral dependent loan where the borrower is experiencing financial difficulty as a nonrecurring fair value measurement classified as Level 3. At March 31, 2026 and December 31, 2025, the Corporation had no collateral dependent loans where the borrower is experiencing financial difficulty. 25

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The following table presents the balances of assets measured at fair value on a nonrecurring basis at December 31, 2025. There were no assets measured at fair value on a nonrecurring basis at March 31, 2026.

​ ​ ​ December 31, 2025 ****
Fair Value Measurements Classified as Assets at Fair ****
(Dollars in thousands) ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Value ****
Other real estate owned, net $ $ $ 1,316 $ 1,316
Total $ $ $ 1,316 $ 1,316

Fair Value of Financial Instruments

FASB ASC 825, Financial Instruments, requires disclosure about fair value of financial instruments, including those financial assets and financial liabilities that are not required to be measured and reported at fair value on a recurring or nonrecurring basis. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Corporation. The Corporation uses the exit price notion in calculating the fair values of financial instruments not measured at fair value on a recurring basis.

The following tables reflect the carrying amounts and estimated fair values of the Corporation’s financial instruments whether or not recognized on the Consolidated Balance Sheets at fair value.

Carrying ​ ​Fair Value Measurements at March 31, 2026 Classified as Total Fair ****
(Dollars in thousands) ​ ​ ​ ​ ​Value Level 1 Level 2 Level 3 ​ ​ ​ ​ ​Value ****
Financial assets:
Cash and short-term investments $ 79,202 $ 77,427 $ 1,775 $ $ 79,202
Securities available for sale **** 470,619 **** 470,619 **** 470,619
Loans, net **** 2,035,387 **** **** **** 2,035,695 **** 2,035,695
Loans held for sale **** 56,120 **** **** 56,120 **** **** 56,120
Other investments 4,414 4,414 4,414
Rabbi trust assets 17,109 17,109 17,109
Derivatives
IRLC 1,284 1,284 1,284
Interest rate swaps on loans 2,485 2,485 2,485
Cash flow hedges 602 602 602
Bank-owned life insurance 21,911 21,911 21,911
Accrued interest receivable **** 11,752 **** 11,752 **** **** **** 11,752
Financial liabilities:
Demand and savings deposits 1,476,152 1,476,152 1,476,152
Time deposits **** 923,304 **** **** 922,137 **** **** 922,137
Borrowings **** 95,501 **** **** 91,933 **** **** 91,933
Derivatives
Interest rate swaps on loans 2,485 2,485 2,485
Cash flow hedges 129 129 129
Accrued interest payable **** 4,642 **** 4,642 **** **** **** 4,642

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Carrying Fair Value Measurements at December 31, 2025 Classified as Total Fair ****
(Dollars in thousands) ​ ​ ​ ​ ​Value Level 1 Level 2 Level 3 ​ ​ ​ ​ ​Value ****
Financial assets:
Cash and short-term investments $ 79,916 $ 79,132 $ 784 $ $ 79,916
Securities available for sale 458,111 458,111 458,111
Loans, net 2,014,899 2,008,199 2,008,199
Loans held for sale 40,911 40,911 40,911
Other investments 4,428 4,428 4,428
Rabbi trust assets 17,510 17,510 17,510
Derivatives
IRLC 574 574 574
Interest rate swaps on loans 2,503 2,503 2,503
Cash flow hedges 598 598 598
Bank-owned life insurance 21,808 21,808 21,808
Accrued interest receivable 11,726 11,726 11,726
Financial liabilities:
Demand and savings deposits 1,449,356 1,449,356 1,449,356
Time deposits 896,367 895,898 895,898
Borrowings 105,493 102,881 102,881
Derivatives
Interest rate swaps on loans 2,503 2,503 2,503
Forward sales of TBA securities 208 208 208
Accrued interest payable 3,745 3,745 3,745

NOTE 10: Business Segments

The Corporation operates in a decentralized fashion in three business segments: community banking, mortgage banking and consumer finance. The community banking segment comprises C&F Bank, C&F Wealth Management, C&F Insurance and CVB Title. Revenues from community banking operations consist primarily of net interest income related to investments in loans and securities and outstanding deposits and borrowings, fees earned on deposit accounts, debit card interchange activity, and net revenues from offering wealth management services through third-party service providers.  Through C&F Mortgage, mortgage banking operating revenues consist principally of gains on sales of loans in the secondary market, mortgage banking fee income related to loan originations, fees earned by providing mortgage loan origination functions to third-party lenders, and net interest income on mortgage loans held for sale. Revenues from consumer finance operations through C&F Finance consist primarily of net interest income earned on purchased retail installment sales contracts.

The standalone Corporation’s revenues and expenses are comprised primarily of interest expense associated with the Corporation’s trust preferred capital notes and subordinated debt, general corporate expenses, and changes in the value of investments held in the rabbi trust and the deferred compensation liability related to its nonqualified deferred compensation plan.  The results of the Corporation, which includes funding and operating costs that are not allocated to the business segments, are included in the column labeled “Other” in the tables below.

The Corporation’s chief operating decision makers (CODMs) are the President/Chief Executive Officer and the Chief Financial Officer.  The CODMs use net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the segments or into other parts of the entity, such as for acquisitions or to pay dividends. Net income is used to monitor budget versus actual results. The CODMs also use net income in competitive analysis by benchmarking to the Corporation’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segments and in establishing management’s compensation.

Interest expense is allocated to the mortgage banking and consumer finance segments through borrowings from the community banking segment. The community banking segment extends two warehouse lines of credit to the mortgage 27

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banking segment, providing a portion of the funds needed to originate mortgage loans, that carry interest rates at the daily FHLB advance rate plus a spread ranging from 50 basis points to 175 basis points. The community banking segment also provides the consumer finance segment with a portion of the funds needed to purchase loan contracts by means of a variable rate line of credit that carries interest at one-month term SOFR plus 211.5 basis points, with a floor of 3.5 percent and a ceiling of 6.0 percent, and fixed rate notes that carry interest at rates ranging from 3.8 percent to 4.1 percent. The community banking segment acquires certain residential real estate loans from the mortgage banking segment at prices similar to those paid by third-party investors. These transactions are eliminated to reach consolidated totals. In addition to unallocated expenses recorded by the holding company, certain overhead costs are incurred by the community banking segment and are not allocated to the mortgage banking and consumer finance segments.

Three Months Ended March 31, 2026 ****
​ ​ ​ Community ​ ​ ​ Mortgage ​ ​ ​ Consumer ​ ​ ​ ​ ​ ​ ​ ​ ​ ****
(Dollars in thousands) Banking Banking Finance Other Eliminations Consolidated ****
Interest income $ 26,172 $ 540 $ 12,218 $ $ 216 $ 39,146
Interest expense **** 10,335 **** **** 1,102 **** **** 11,437
Net interest income before allocation 15,837 540 12,218 (1,102) 216 27,709
Net interest allocation^1^ 5,784 (232) (5,552)
Net interest income **** 21,621 **** 308 **** 6,666 **** (1,102) **** 216 **** 27,709
Gain on sales of loans 2,729 (184) 2,545
Other noninterest income 4,496 1,705 154 (300) (50) 6,005
Net revenue **** 26,117 **** 4,742 **** 6,820 **** (1,402) **** (18) **** 36,259
Provision for credit losses **** 300 **** 3,300 **** 3,600
Salaries and employee benefits 10,117 2,262 2,032 (54) 14,357
Occupancy expense 1,854 215 146 2,215
Data processing 2,473 372 321 9 3,175
Professional fees 640 28 194 55 917
Insurance expense 380 19 31 430
Marketing and advertising expenses 420 112 15 547
Loan processing and collection expenses 39 360 474 873
Provision for indemnifications (35) (35)
Other segment items^2^ 1,157 189 415 93 (18) 1,836
Total noninterest expense 17,080 3,522 3,628 103 (18) 24,315
Income (loss) before taxes **** 8,737 **** 1,220 **** (108) **** (1,505) **** **** 8,344
Income tax expense (benefit) **** 1,627 **** 310 (27) (360) **** **** 1,550
Net income (loss) $ 7,110 $ 910 $ (81) $ (1,145) $ $ 6,794
Other data:
Capital expenditures $ 320 $ 2 $ $ $ $ 322
Depreciation and amortization 831 30 79 940
1 Interest expense is allocated to the mortgage banking and consumer finance segments through borrowings from the community banking segment.
--- ---
2 Other segment items for each reportable segment include:
--- ---
a. Community banking – licenses and other taxes expense, travel and education expense, telecommunications expense, other real estate owned losses and expense, net periodic pension cost, office supplies, and certain overhead expenses.
--- ---
b. Mortgage banking – licenses and other taxes expense, travel and education expense, telecommunications expense, office supplies, and certain overhead expenses.
--- ---
c. Consumer finance – licenses and other taxes expense, travel and education expense, telecommunications expense, payment processing expense, office supplies, and certain overhead expenses.
--- ---

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Three Months Ended March 31, 2025 ****
​ ​ ​ Community ​ ​ ​ Mortgage ​ ​ ​ Consumer ​ ​ ​ ​ ​ ​ ​ ​ ​ ****
(Dollars in thousands) Banking Banking Finance Other Eliminations Consolidated ****
Interest income $ 23,384 $ 339 $ 12,123 $ $ 142 $ 35,988
Interest expense 10,381 597 10,978
Net interest income before allocation 13,003 339 12,123 (597) 142 25,010
Net interest allocation^1^ 5,754 (72) (5,682)
Net interest income 18,757 267 6,441 (597) 142 25,010
Gain on sales of loans 1,985 (138) 1,847
Other noninterest income 4,230 1,136 177 222 (39) 5,726
Net revenue 22,987 3,388 6,618 (375) (35) 32,583
Provision for credit losses 100 2,900 3,000
Salaries and employee benefits 9,279 1,792 1,977 435 13,483
Occupancy expense 1,830 213 150 2,193
Data processing 2,342 226 290 8 2,866
Professional fees 724 26 91 80 921
Insurance expense 416 30 45 491
Marketing and advertising expenses 384 140 5 529
Loan processing and collection expenses 42 230 411 683
Provision for indemnifications (25) (25)
Other segment items^2^ 1,215 177 436 107 (17) 1,918
Total noninterest expense 16,232 2,809 3,405 630 (17) 23,059
Income (loss) before taxes 6,655 579 313 (1,005) (18) 6,524
Income tax expense (benefit) 1,210 148 87 (312) (4) 1,129
Net income (loss) $ 5,445 $ 431 $ 226 $ (693) $ (14) $ 5,395
Other data:
Capital expenditures $ 236 $ 31 $ $ $ $ 267
Depreciation and amortization 875 33 80 988
1 Interest expense is allocated to the mortgage banking and consumer finance segments through borrowings from the community banking segment.
--- ---
2 Other segment items for each reportable segment include:
--- ---
a. Community banking – licenses and other taxes expense, travel and education expense, telecommunications expense, other real estate owned losses and expense, net periodic pension cost, office supplies, and certain overhead expenses.
--- ---
b. Mortgage banking – licenses and other taxes expense, travel and education expense, telecommunications expense, office supplies, and certain overhead expenses.
--- ---
c. Consumer finance – licenses and other taxes expense, travel and education expense, telecommunications expense, payment processing expense, office supplies, and certain overhead expenses.
--- ---

Community ​ ​ ​ Mortgage ​ ​ ​ Consumer ​ ​ ​ ​ ​ ​ ​ ​ ​
(Dollars in thousands) Banking Banking Finance Other Eliminations Consolidated
At March 31, 2026:
Total assets $ 2,695,814 $ 64,422 $ 466,309 $ 33,027 $ (445,824) $ 2,813,748
Total loans held for investment, net 1,596,841 438,546 2,035,387
Total loans held for sale 56,598 (478) 56,120
Total deposits 2,415,510 (16,054) 2,399,456
At December 31, 2025:
Total assets $ 2,651,694 $ 51,275 $ 469,942 $ 31,218 $ (435,635) $ 2,768,494
Total loans held for investment, net 1,569,530 442,016 3,353 2,014,899
Total loans held for sale 44,286 (3,375) 40,911
Total deposits 2,359,650 (13,927) 2,345,723

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NOTE 11: Commitments and Contingent Liabilities

The Corporation enters into commitments to extend credit in the normal course of business to meet the financing needs of its customers, including loan commitments and standby letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amounts recorded on the Consolidated Balance Sheets. The Corporation’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 written is represented by the contractual amount of these instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.  Collateral is obtained based on management’s credit assessment of the customer.

Loan commitments are agreements to extend credit to a customer provided that there are no violations of the terms of the contract prior to funding. Commitments have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Because many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of loan commitments at the Bank was $495.69 million at March 31, 2026 and $443.28 million at December 31, 2025, which does not include IRLCs at the mortgage banking segment, which are discussed in Note 12. Off balance sheet credit exposures, including loan commitments, are not recorded on balance sheet, but expected credit losses arising from off balance sheet credit exposures are recorded as a reserve for unfunded commitments and reported in Other Liabilities. The following table presents the Corporation’s reserve for unfunded commitments for the periods indicated.

Three Months Ended March 31,
(Dollars in thousands) ​ ​ ​ 2026 2025
Balance at the beginning of period $ 1,600 $ 1,800
Provision charged to operations **** 150 (50)
Total $ 1,750 $ 1,750

Standby letters of credit are written conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The total contract amount of standby letters of credit, whose contract amounts represent credit risk, was $21.57 million at March 31, 2026 and $22.21 million at December 31, 2025.

The mortgage banking segment sells the majority of the residential mortgage loans it originates to third-party investors. Additionally, the community banking segment purchases residential mortgage loans from the mortgage banking segment under terms and conditions similar to third-party investors. As is customary in the industry, the agreements with these investors require the mortgage banking segment to extend representations and warranties with respect to program compliance, borrower misrepresentation, fraud, and early payment performance. Under the agreements, the investors are entitled to make loss claims and repurchase requests of the mortgage banking segment for loans that contain covered deficiencies. The mortgage banking segment has obtained early payment default recourse waivers for a portion of its business. Recourse periods for early payment default for the remaining investors vary from 90 days up to one year. Recourse periods for borrower misrepresentation or fraud, or underwriting error do not have a stated time limit. The mortgage banking segment maintains an allowance for indemnifications that represents management’s estimate of losses that are probable of arising under these recourse provisions. As performance data for loans that have been sold is not made available to the mortgage banking segment by the investors, the estimate of potential losses is inherently subjective and is based on historical indemnification payments and management’s assessment of current conditions that may contribute to indemnified losses on mortgage loans that have been sold in the secondary market.  For the three months ended March 31, 2026 and 2025, the Corporation recorded net reversals of provision for indemnifications of $35,000 and $25,000, respectively, which is included in “Noninterest Expenses – Other” on the Consolidated Statements of Income. 30

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No indemnification payments were made during the three months ended March 31, 2026 and 2025. The allowance for indemnifications was $1.12 million and $1.16 million at March 31, 2026 and December 31, 2025, respectively.

NOTE 12: Derivative Financial Instruments

The Corporation uses derivative financial instruments primarily to manage risks to the Corporation associated with changing interest rates, and to assist customers with their risk management objectives. The Corporation recognizes derivative financial instruments at fair value as either an other asset or other liability in the Consolidated Balance Sheets. The Corporation’s derivative financial instruments include (1) interest rate swaps that qualify and are designated as cash flow hedges on the Corporation’s trust preferred capital notes, (2) interest rate swaps with certain qualifying commercial loan customers and dealer counterparties and (3) interest rate contracts arising from mortgage banking activities, including interest rate lock commitments (IRLCs) on mortgage loans. The gain or loss on the Corporation’s cash flow hedges is reported as a component of other comprehensive income (loss), net of deferred income taxes, and reclassified into earnings in the same period(s) during which the hedged transactions affect earnings. IRLCs and interest rate swaps with loan customers and dealer counterparties are not designated as hedging instruments, and therefore changes in the fair value of these instruments are reported as noninterest income.

Cash flow hedges.  The Corporation designates interest rate swaps as cash flow hedges when they are used to manage exposure to variability in cash flows on variable rate borrowings such as the Corporation’s trust preferred capital notes. These interest rate swaps are derivative financial instruments that manage the risk of variability in cash flows by exchanging variable-rate interest payments on a notional amount of the Corporation’s borrowings for fixed-rate interest payments.  Interest rate swaps designated as cash flow hedges are expected to be highly effective in offsetting the effect of changes in interest rates on the amount of variable-rate interest payments, and the Corporation assesses the effectiveness of each hedging relationship quarterly. If the Corporation determines that a cash flow hedge is no longer highly effective, future changes in the fair value of the hedging instrument would be reported in earnings. As of March 31, 2026, the Corporation has designated cash flow hedges to manage its exposure to variability in cash flows on certain variable rate borrowings for periods that end between June 2026 and June 2029.

All interest rate swaps were entered into with counterparties that met the Corporation’s credit standards and the agreements contain collateral provisions protecting the at-risk party. The Corporation believes that the credit risk inherent in these derivative contracts is not significant.

These cash flow hedges are reported at fair value in “other assets” in the Consolidated Balance Sheets. Unrealized gains or losses recorded in other comprehensive income (loss) related to cash flow hedges are reclassified into earnings in the same period(s) during which the hedged interest payments affect earnings. When a designated hedging instrument is terminated and the hedged interest payments remain probable of occurring, any remaining unrecognized gain or loss in other comprehensive income (loss) is reclassified into earnings in the period(s) during which the forecasted interest payments affect earnings.  Amounts reclassified into earnings and interest receivable or payable under designated interest rate swaps are reported in interest expense.  The Corporation does not expect any unrealized losses related to cash flow hedges to be reclassified into earnings in the next twelve months. Refer to Note 6 for additional information on amounts reclassified into net income related to these cash flow hedges.

Loan swaps.  The Bank also enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Bank simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and offsetting terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These back-to-back loan swaps are derivative financial instruments and are reported at fair value in “other assets” and “other liabilities” in the Consolidated Balance Sheets.  Changes in the fair value of loan swaps are recorded in other noninterest income and sum to zero because of the offsetting terms of swaps with borrowers and swaps with dealer counterparties.

Mortgage banking.  The mortgage banking segment enters into IRLCs with customers to originate loans for which the interest rates are determined (or “locked”) prior to funding. The mortgage banking segment is exposed to interest rate risk through fixed-rate IRLCs and mortgage loans from the time that interest rates are locked until the loans are sold in the secondary market. The mortgage banking segment mitigates this interest rate risk by entering into forward sales contracts 31

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with investors, which at times includes the community banking segment, at the time that interest rates are locked for mortgage loans to be delivered on a best efforts basis. IRLCs are derivative financial instruments and are reported at fair value in other assets and other liabilities in the Consolidated Balance Sheets, along with the changes in fair value of the related forward sales of loans.  Changes in the fair value of mortgage banking derivatives are recorded as a component of gains on sales of loans.

At March 31, 2026, the mortgage banking segment had $90.93 million of IRLCs and $56.12 million of unpaid principal on mortgage loans held for sale for which it managed interest rate risk using best-efforts forward sales contracts for $147.05 million in mortgage loans.

At December 31, 2025, the mortgage banking segment had $44.64 million of IRLCs and $40.91 million of unpaid principal on mortgage loans held for sale for which it managed interest rate risk using best-efforts forward sales contracts for $85.55 million in mortgage loans.

The following tables summarize key elements of the Corporation’s derivative instruments.

March 31, 2026 ****
​ ​ ​ Notional ​ ​ ​ ​ ​ ​ ​ ​ ​ ****
(Dollars in thousands) Amount Assets Liabilities ****
Cash flow hedges:
Interest rate swap contracts $ 25,000 $ 602 $ 129
Not designated as hedges: **** **** ****
Customer-related interest rate swap contracts: **** **** ****
Matched interest rate swaps with borrower **** 82,972 **** 142 **** 2,343
Matched interest rate swaps with counterparty 82,972 2,343 142
Mortgage banking contracts:
IRLCs 90,933 1,284

December 31, 2025
​ ​ ​ Notional ​ ​ ​ ​ ​ ​ ​ ​ ​
(Dollars in thousands) Amount Assets Liabilities
Cash flow hedges:
Interest rate swap contracts $ 25,000 $ 598 $ 208
Not designated as hedges:
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower 83,462 224 2,279
Matched interest rate swaps with counterparty 83,462 2,279 224
Mortgage banking contracts:
IRLCs 44,642 574

The Corporation and the Bank are required to maintain cash collateral with dealer counterparties for interest rate swap relationships in a loss position.  At both March 31, 2026 and December 31, 2025, there was no cash collateral maintained with dealer counterparties.

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NOTE 13: Other Noninterest Expenses

The following table presents the significant components in the Consolidated Statements of Income line “Noninterest Expenses-Other.”

Three Months Ended March 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025
Licenses and taxes expense $ 371 $ 305
Telecommunication expenses 298 371
Postage and courier expenses 276 260
Travel and educational expenses 224 266
Other components of net periodic pension cost (199) (163)
Provision for indemnifications (35) (25)
All other noninterest expenses **** 866 879
Total $ 1,801 $ 1,893

NOTE 14: Subsequent Events

On May 7, 2026, the Corporation announced that it had completed the sale (the Transaction) of its membership interest in Bearing Insurance Group, LLC to an unaffiliated third party, effective May 1, 2026. The Corporation’s equity investment is included in “Other Assets” in the Consolidated Balance Sheets. Based solely on information available to the Corporation on the date hereof, the Corporation estimates that a pre-tax gain of approximately $8.3 million will be recognized on the Transaction, which will be included in the Corporation’s financial results for the second quarter of 2026.

Following the completion of the Transaction, the Corporation executed a strategic restructuring of a portion of its securities available for sale portfolio which will result in a pre-tax loss of approximately $7.1 million, which will be included in the Corporation’s financial results for the second quarter of 2026. The Corporation sold securities available for sale with a book value of $72.6 million and purchased approximately $67.8 million of securities available for sale.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion supplements and provides information about the major components of the results of operations, financial condition, liquidity and capital resources of the Corporation. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements. In addition to current and historical information, the following discussion and analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our future business, financial condition or results of operations. For a description of certain factors that may have a significant impact on our future business, financial condition or results of operations, see “Cautionary Statement About Forward-Looking Statements” at the end of this discussion and analysis.

OVERVIEW

Our primary financial goals are to maximize the Corporation’s earnings and to deploy capital in profitable growth initiatives that will enhance long-term shareholder value. We track three primary financial performance measures in order to assess the level of success in achieving these goals: (1) return on average assets (ROA), (2) return on average equity (ROE), and (3) growth in earnings.  In addition to these financial performance measures, we track the performance of the Corporation’s three business segments:  community banking, mortgage banking, and consumer finance.  We balance these financial measures with acceptable levels of interest rate risk, while satisfying liquidity and capital requirements and monitoring asset quality.  We also actively manage our capital through growth, dividends and share repurchases, while considering the need to maintain a strong capital position. The following table presents selected financial performance highlights for the periods indicated.

TABLE 1: Financial Performance Highlights

(Dollars in thousands, except for per share data) Three Months Ended March 31,
​ ​ ​ 2026 2025
Net Income (Loss):
Community Banking $ 7,110 $ 5,445
Mortgage Banking 910 431
Consumer Finance (81) 226
Other (1,145) (707)
Consolidated net income $ 6,794 $ 5,395
Earnings per share - basic and diluted $ 2.08 $ 1.66
Return on average assets 0.97 % 0.84 %
Return on average equity 10.19 % 9.35 %
Return on average tangible common equity (ROTCE)^1^ 11.28 % 10.65 %
^1^ Refer to “Use of Certain Non-GAAP Financial Measures,” below, for information about these non-GAAP financial measures, including a quantitative reconciliation to the most directly comparable financial measures calculated in accordance with GAAP.
--- ---

Consolidated net income increased $1.4 million for the first quarter of 2026 compared to the same period in 2025 due primarily to higher net income at the community banking and mortgage banking segments, partially offset by a net loss at the consumer finance segment. A discussion of the performance of our business segments is included under the heading “Business Segments” in the “Results of Operations” section of this discussion and analysis.

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Key factors affecting comparison for the first quarter of 2026 are as follows.

Community banking segment loans grew $24.1 million, or 6.1 percent annualized, compared to December 31, 2025;
Consumer finance segment loans decreased $3.6 million, or 3.1 percent annualized, compared to December 31, 2025;
--- ---
Deposits increased $53.7 million, or 9.2 percent annualized, compared to December 31, 2025;
--- ---
Consolidated annualized net interest margin was 4.27 percent for the first quarter of 2026 compared to 4.16 percent for the first quarter of 2025;
--- ---
The consumer finance segment experienced net charge-offs at an annualized rate of 2.98 percent of average total loans for the first quarter of 2026 compared to 2.64 percent for the first quarter of 2025; and
--- ---
Mortgage banking segment loan originations increased $65.9 million, or 57.9 percent, to $179.6 million for the first quarter of 2026 compared to the first quarter of 2025.
--- ---

Subsequent to March 31, 2026, the Corporation completed the sale (Transaction) of its membership interest in Bearing Insurance Group, LLC to an unaffiliated third party, effective May 1, 2026. Following the completion of Transaction, the Corporation executed a strategic restructuring of a portion of its securities available for sale portfolio. For more information on these transactions, each of which will impact the Corporation’s financial results for the second quarter of 2026, see Part I, Item 1, “Financial Statements” under the heading “Note 14: Subsequent Events” in this Quarterly Report on Form 10-Q.

Capital Management and Dividends

Total equity was $266.1 million at March 31, 2026 compared to $262.3 million at December 31, 2025. Under regulatory capital standards, the Corporation’s tier 1 risk-based capital and total risk-based capital ratios at March 31, 2026 were 12.1 percent and 15.1 percent, respectively, compared to 12.2 percent and 15.2 percent, respectively, at December 31, 2025. At March 31, 2026, the book value per share of the Corporation’s common stock was $81.73 and tangible book value per share, which is a non-GAAP financial measure, was $73.70, compared to $80.64 and $72.60, respectively, at December 31, 2025.

Total consolidated equity increased $3.8 million at March 31, 2026 compared to December 31, 2025 due primarily to net income, partially offset by dividends paid on the Corporation’s common stock and higher net unrealized losses in the market value of securities available for sale, which are recognized as a component of other comprehensive income. The Corporation’s securities available for sale are fixed income debt securities and their net unrealized loss position is a result of increased market interest rates since they were purchased. The Corporation expects to recover its investments in debt securities through scheduled payments of principal and interest. Unrealized losses are not expected to affect the earnings or regulatory capital of the Corporation or C&F Bank. The accumulated other comprehensive loss related to the Corporation’s securities available for sale, net of deferred income taxes, increased to $11.7 million at March 31, 2026, compared to $10.2 million at December 31, 2025 due primarily to fluctuations in debt security market interest rates.

The Corporation’s Board of Directors declared a quarterly cash dividend of 48 cents per share during the first quarter of 2026, which was paid on April 1, 2026. This dividend represents a payout ratio of 23.1 percent of earnings per share for the first quarter of 2026. The Board of Directors of the Corporation continually reviews the amount of cash dividends per share and the resulting dividend payout ratio in light of changes in economic conditions, current and future capital levels and requirements and expected future earnings. In making its decision on the payment of dividends on the Corporation’s common stock, the Corporation’s Board of Directors considers operating results, financial condition, capital adequacy, regulatory requirements, shareholder returns, growth expectations and other factors.

The Corporation has a share repurchase program, effective January 1, 2026 through December 31, 2026, that was authorized by the Board of Directors to repurchase up to $5.0 million of the Corporation’s common stock (the 2026 Repurchase Program).  During the first quarter of 2026, the Corporation repurchased 4,279 shares, or $309,000, of its common stock under the 2026 Repurchase Program.

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CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements requires us to make estimates and assumptions. Those accounting policies with the greatest uncertainty and that require management’s most difficult, subjective or complex judgments affecting the application of these policies, and the greatest likelihood that materially different amounts would be reported under different conditions, or using different assumptions, are described below.

Allowance for Credit Losses: We establish the allowance for credit losses through charges to earnings in the form of a provision for credit losses. Loan losses are charged against the allowance for credit losses for the difference between the carrying value of the loan and the estimated net realizable value or fair value of the collateral, if collateral dependent, when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance. The allowance represents management’s current estimate of expected credit losses over the contractual term of loans held for investment, and is recorded at an amount that, in management’s judgment, reduces the recorded investment in loans to the net amount expected to be collected.

Management’s judgment in determining the level of the allowance is based on evaluations of historical loan losses, current conditions and reasonable and supportable forecasts relevant to the collectability of loans. The measurement of the allowance for credit losses on commercial and consumer loans is based in part on the twelve-month forecast of the national unemployment rate, which we believe to be indicative of risk factors related to the collectability of commercial and consumer loans. Forecasts of the national unemployment rate are derived from the Federal Open Markets Committee of the Federal Reserve Board. For periods beyond those for which reasonable and supportable forecasts are available, projections are based on a reversion of the national unemployment rate from the last forecast to a historical average level over the following six months. In addition, management’s estimate of expected credit losses is based on the remaining life of loans held for investment, which is affected in part by changes in expected prepayment behavior and in the nature and volume of the loan portfolio. Management also assesses the risk of credit losses arising from external factors, such as changes in general market, economic and business conditions and the value of underlying collateral, to make qualitative adjustments in determining the recorded balance of the allowance for credit losses. This evaluation is inherently subjective because it requires estimates that are susceptible to significant revision as more information becomes available. These factors outside of the Corporation’s control are difficult to predict and can have significant impacts on the level of allowance that is required, which can be different than the level recorded based on the then-existing loan portfolio, unemployment rate forecast and other external factors that were used in the qualitative adjustments at that time.

In evaluating the level of the allowance, we consider a range of possible assumptions and outcomes related to the various factors identified above. The level of the allowance is particularly sensitive to changes in the actual and forecasted national unemployment rate during the twelve-month forecast period and changes in current conditions or reasonably expected future conditions affecting the collectability of loans. Given the relationship between external variables used in the forecast and the qualitative adjustments made based on the assessment of available information relevant to assessing collectability that is not captured in the forecast, it is difficult to estimate the impact of a change in any one individual variable on the allowance for credit losses. The impact of a change in an assumption or input may be amplified by or partially offset by the impact of a change in another assumption or input.

For further information concerning accounting policies, refer to Item 8. “Financial Statements and Supplementary Data,” under the heading “Note 1: Summary of Significant Accounting Policies” in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2025.

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RESULTS OF OPERATIONS

NET INTEREST INCOME

The following table shows the average balance sheets, the amounts of interest earned on earning assets, with related yields, and interest expense on interest-bearing liabilities, with related rates, for the three months ended March 31, 2026 and 2025. Interest on tax-exempt loans and securities is presented on a taxable-equivalent basis (which converts the income on loans and investments for which no income taxes are paid to the equivalent yield as if income taxes were paid) using the federal corporate income tax rate of 21 percent that was applicable for all periods presented. Average balances of securities available for sale are included at amortized cost. Loans include loans held for sale. Loans placed on a nonaccrual status are included in the balances and are included in the computation of yields, but had no material effect for all periods presented.

TABLE 2: Average Balances, Income and Expense, Yields and Rates

Three Months Ended March 31,
​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​
Average ​ ​ ​ Income/ ​ ​ ​ Yield/ Average ​ ​ ​ Income/ ​ ​ ​ Yield/
(Dollars in thousands) Balance ​ ​ Expense ​ ​ Rate Balance ​ ​ Expense ​ ​ Rate
Assets
Loans:
Community banking segment $ 1,602,769 $ 22,004 5.57 % $ 1,467,555 $ 19,966 5.52 %
Mortgage banking segment 38,738 540 5.65 20,968 339 6.56
Consumer finance segment 464,541 12,218 10.67 465,526 12,123 10.56
Total loans **** 2,106,048 **** 34,762 **** 6.69 1,954,049 32,428 6.73
Securities:
Taxable 344,936 2,686 **** 3.11 339,450 2,193 2.58
Tax-exempt **** 131,702 **** 1,385 **** 4.21 119,033 1,153 3.87
Total securities **** 476,638 **** 4,071 **** 3.42 458,483 3,346 2.92
Interest-bearing deposits in other banks **** 79,426 **** 651 **** 3.32 55,830 502 3.65
Total earning assets **** 2,662,112 **** 39,484 **** 6.01 2,468,362 36,276 5.95
Allowance for credit losses **** (40,516) (40,605)
Total non-earning assets **** 170,659 154,554
Total assets $ 2,792,255 $ 2,582,311
Liabilities and Equity
Interest-bearing deposits:
Interest-bearing demand deposits $ 351,066 621 0.72 $ 332,341 600 0.67
Savings and money market deposit accounts **** 550,647 **** 1,642 1.21 489,217 1,205 1.00
Time deposits **** 908,808 **** 7,586 3.39 821,949 7,964 3.93
Total interest-bearing deposits **** 1,810,521 **** 9,849 **** 2.21 1,643,507 9,769 2.40
Borrowings:
Repurchase agreements 28,192 112 1.59
Other borrowings 112,324 1,588 5.66 93,597 1,097 4.69
Total borrowings **** 112,324 **** 1,588 **** 5.66 121,789 1,209 3.97
Total interest-bearing liabilities **** 1,922,845 **** 11,437 **** 2.41 1,765,296 10,978 2.51
Noninterest-bearing demand deposits **** 558,877 545,346
Other liabilities **** 43,770 40,874
Total liabilities **** 2,525,492 2,351,516
Equity **** 266,763 230,795
Total liabilities and equity $ 2,792,255 $ 2,582,311
Net interest income $ 28,047 $ 25,298
Interest rate spread **** 3.60 % 3.44 %
Interest expense to average earning assets **** 1.74 % 1.79 %
Net interest margin **** 4.27 % 4.16 %

Interest income and expense are affected by fluctuations in interest rates, by changes in the volume of earning assets and interest-bearing liabilities, and by the interaction of rate and volume factors. The following table shows the direct causes of the period-to-period changes in the components of net interest income on a taxable-equivalent basis. The Corporation 37

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calculates the rate and volume variances using a formula prescribed by the SEC. Rate/volume variances, the third element in the calculation, are not shown separately in the table, but are allocated to the rate and volume variances in proportion to the absolute dollar amounts of each.

TABLE 3: Rate-Volume Recap

Three Months Ended March 31, 2026 from 2025
Increase (Decrease) Total
Due to Increase
(Dollars in thousands) ​ ​ ​ Rate ​ ​ ​ Volume ​ ​ ​ (Decrease)
Interest income:
Loans:
Community banking segment $ 183 $ 1,855 $ 2,038
Mortgage banking segment (52) 253 201
Consumer finance segment 122 (27) 95
Securities - available for sale:
Taxable **** 457 **** 36 **** 493
Tax-exempt **** 105 **** 127 **** 232
Interest-bearing deposits in other banks **** (48) **** 197 **** 149
Total interest income **** 767 **** 2,441 **** 3,208
Interest expense:
Interest-bearing deposits:
Interest-bearing demand deposits **** 12 9 **** 21
Savings and money market deposit accounts **** 274 163 **** 437
Time deposits **** (1,165) 787 **** (378)
Borrowings:
Repurchase agreements (56) (56) (112)
Other borrowings **** 249 242 **** 491
Total interest expense **** (686) **** 1,145 **** 459
Change in net interest income $ 1,453 $ 1,296 $ 2,749

Net interest income, on a taxable-equivalent basis, for the first quarter of 2026 increased to $28.0 million compared to $25.3 million for the same period in 2025 due primarily to higher average balances of interest-earning assets and higher net interest margin. Annualized net interest margin increased 11 basis points to 4.27 percent for the first quarter of 2026 compared to the same period of 2025 due primarily to higher average interest rates on securities and lower average interest rates on deposits, partially offset by higher average cost of borrowings. The Federal Reserve Bank (FRB) target federal funds interest rate was at an upper limit of 4.50 percent at December 31, 2024 until the FRB began decreasing it in September 2025, decreasing it to 3.75 percent by December 31, 2025, where it remained during the first quarter of 2026. The yield on interest-earning assets increased by 6 basis points for the first quarter of 2026 compared to the same period in 2025. The cost of interest-bearing liabilities decreased by 10 basis points for the first quarter of 2026 compared to the same period in 2025. Average earning assets increased $193.8 million for the first quarter of 2026 compared to the same period in 2025. Average interest-bearing liabilities increased $157.5 million for the first quarter of 2026 compared to the same period in 2025. Average noninterest-bearing demand deposits increased $13.5 million for the first quarter of 2026 compared to the same period in 2025.

Average loans, which includes both loans held for investment and loans held for sale, increased $152.0 million to $2.11 billion for the first quarter of 2026 compared to the same period in 2025. Average loans at the community banking segment increased $135.2 million, or 9.2 percent, for the first quarter of 2026 compared to the same period in 2025 due primarily to growth in the commercial real estate, land acquisition and development, and equity lines segments of the loan portfolio. Average loans at the consumer finance segment decreased $1.0 million, or less than one percent, for the first quarter of 2026 compared to the same period in 2025 due primarily to a decrease in marine and recreational vehicle loans as the third party administrator of that program significantly decreased sales of those loans to outside parties during 2025, which led to the consumer finance segment ending future purchases under the program during the third quarter of 2025. The marine and recreational vehicle (RV) portfolio is expected to run off over the next several years as scheduled borrower payments are made on the existing loans. Average loans at the mortgage banking segment, which consist of loans held for sale, increased $17.8 million, or 84.7 percent, for the first quarter of 2026 compared to the same period in 2025.

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The community banking segment average loan yield increased 5 basis points to 5.57 percent for the first quarter of 2026 compared to the same period in 2025 due primarily to renewals of fixed rate loans originated during periods of lower interest rates. The consumer finance segment average loan yield increased 11 basis points to 10.67 percent for the first quarter of 2026 compared to the same period in 2025 due primarily to a mix shift in the loan portfolio with the termination of the marine and RV loans program and the portfolio composition in general shifting towards originations within the past three years, when interest rates were higher, as balances on loans originated prior to that in periods of lower interest rates decline. The mortgage banking segment average loan yield decreased 91 basis points to 5.65 percent for the first quarter of 2026 compared to the same period in 2025 due to fluctuations in mortgage interest rates.

Average securities available for sale increased $18.2 million to $476.6 million for the first quarter of 2026 compared to the same period in 2025 due primarily to purchases of corporate debt and mortgage-backed securities outpacing maturities, calls and paydowns. The average yield on the securities portfolio on a taxable-equivalent basis increased 50 basis points to 3.42 percent for the first quarter of 2026 compared to the same period in 2025 due primarily to purchases of securities during recent periods at higher average yields relative to the average yield of the portfolio as a whole.

Average interest-bearing deposits in other banks, consisting primarily of excess cash reserves maintained at the FRB, increased $23.6 million to $79.4 million for the first quarter of 2026 compared to the same period in 2025. The average yield on interest-bearing deposits in other banks decreased 33 basis points for the first quarter of 2026 due primarily to the decreases in the federal funds interest rate beginning in September 2025.

Average savings and money market and interest-bearing demand deposits combined increased $80.2 million to $901.7 million for the first quarter of 2026 compared to the same period in 2025. Average noninterest-bearing demand deposits increased $13.5 million to $558.9 million for the first quarter of 2026 compared to the same period in 2025. Average time deposits increased $86.9 million to $908.8 million for the first quarter of 2026 compared to the same period in 2025. The average cost of interest-bearing deposits decreased 19 basis points to 2.21 percent for the first quarter of 2026 compared to the same period in 2025 due primarily to decreases in interest rates paid on time deposits. A portion of the increases in average deposits was due to the wind-down of the repurchase agreement program with certain commercial deposit customers during the third quarter of 2025. The average balance of these repurchase agreements was $28.2 million at March 31, 2025.

Average borrowings decreased $9.5 million to $112.3 million for the first quarter of 2026 compared to the same period in 2025 due primarily the wind-down of the repurchase agreement program, partially offset by higher average balances of subordinated debt. The average cost of borrowings increased 169 basis points for the first quarter of 2026 compared to the same period in 2025 due primarily to higher rates paid on subordinated debt and a shift in the mix of borrowings. The Corporation issued new subordinated notes with an aggregate principal amount of $40.0 million in the second quarter of 2025, which initially bear interest at a fixed rate of 7.50%, and concurrently repurchased its previously issued subordinated notes with aggregate principal amount of $20.0 million, which were to transition from a fixed rate of 4.875% to a floating rate at the then current three-month SOFR plus 475.5 basis points during the third quarter of 2025.

The Corporation believes that the effects of declining market interest rates, if continued in 2026, could adversely affect its net interest margin in the short term as its assets typically reprice downward more quickly than its deposits and borrowings. The majority of the Corporation’s time deposits have repriced within the past year and while some further declines in the cost of deposits are anticipated as certain time deposits reprice following the Federal Reserve’s lowering of the target federal funds interest rate during the third and fourth quarters of 2025, significant further decreases are not expected unless there are additional decreases in market interest rates or shifts in the mix of deposits. The Corporation also believes any such adverse impacts could be somewhat mitigated by renewals of fixed rate loans originated during periods of lower interest rates and purchases of securities available for sale with higher interest rates. The interest rate environment has grown increasingly uncertain during the first quarter of 2026 and the ultimate effect of market factors, including monetary policy actions taken by the Federal Reserve, on the Corporation’s net interest margin will also depend on other factors, including the Corporation’s ability to grow loans at the community banking and consumer finance segments, to compete for deposits, and the extent of its reliance on borrowings. The Corporation gives no assurance as to the timing or extent of changes in market interest rates or the impact of those changes or any other factor on the Corporation's ability to compete for loans and deposits or on its net interest margin. If market interest rates were to rise, net interest margin could be 39

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positively affected in the short term as the Corporation generally expects its assets to reprice upward more quickly than its deposits and borrowings.

Noninterest Income

TABLE 4: Noninterest Income

Three Months Ended March 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025
Gains on sales of loans $ 2,545 $ 1,847
Interchange income 1,577 1,475
Service charges on deposit accounts 1,020 990
Mortgage banking fee income 850 570
Mortgage lender services income 820 536
Wealth management services income, net 808 732
Other service charges and fees 504 498
Investment income from other equity interests 372 207
Unrealized (loss) gain on investments held in rabbi trust (312) 211
Other income, net 366 507
Total noninterest income $ 8,550 $ 7,573

Total noninterest income increased $977,000, or 12.9 percent, for the first quarter of 2026 compared to the same period in 2025 due primarily to higher volume of mortgage loan production at the mortgage banking segment which resulted in higher gains on sales of loans and higher mortgage banking fee income, higher mortgage lender services income, and higher investment income from other equity interests, partially offset by fluctuations in unrealized gains and losses on investments held in the rabbi trust.

The Corporation uses a rabbi trust to fund liabilities under its nonqualified deferred compensation plan. Unrealized gains and losses on investments held in the Corporation’s rabbi trust are offset by changes in deferred compensation liabilities, recorded in salaries and employee benefits expense.

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Noninterest Expense

TABLE 5: Noninterest Expense

Three Months Ended March 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025
Salaries and employee benefits:
Compensation, payroll taxes and employee benefits $ 14,669 $ 13,272
(Decrease) increase in nonqualified deferred compensation plan liabilities (312) 211
Total salaries and employee benefits 14,357 13,483
Occupancy expense 2,215 2,193
Data processing 3,175 2,866
Professional fees **** 917 921
Insurance expense 430 491
Marketing and advertising expenses 547 529
Loan processing and collection expenses 873 683
Other expenses:
Licenses and taxes expense 371 305
Telecommunication expenses 298 371
Postage and courier expenses 276 260
Travel and educational expenses 224 266
Other components of net periodic pension cost (199) (163)
Provision for indemnifications (35) (25)
All other noninterest expenses **** 866 879
Total other noninterest expenses 1,801 1,893
Total noninterest expense $ 24,315 $ 23,059

Total noninterest expenses increased $1.3 million, or 5.4 percent, in the first quarter of 2026 compared to the same period in 2025 due primarily to higher salaries and employee benefits due to the addition of a seasoned lending team with the expansion into Southwest Virginia in the third quarter of 2025, annual compensation adjustments, and higher commissions from increased volume of mortgage loan production, as well as higher data processing and loan processing and collection expenses, partially offset by fluctuations in deferred compensation liabilities.

Changes in deferred compensation liabilities are offset by unrealized gains and losses on investments held in the Corporation’s rabbi trust and are recorded in noninterest income.

Income Taxes

The Corporation’s consolidated effective income tax rate was 18.6 percent for the first quarter of 2026 compared to 17.3 percent for the same period in 2025 due primarily to a higher share of income at the mortgage banking segment, which is subject to state income taxes, and lower income tax windfall related to the amount deductible upon vesting of restricted stock awards.

Business Segments

The Corporation operates in a decentralized manner in three business segments: community banking, mortgage banking and consumer finance.  An overview of the financial results for each of the Corporation’s business segments is presented below.

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Community Banking:  The community banking segment comprises C&F Bank, C&F Wealth Management, C&F Insurance and CVB Title.  The following table presents the community banking segment operating results for the periods indicated.

TABLE 6: Community Banking Segment Operating Results

Three Months Ended March 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​
Interest income $ 26,172 $ 23,384
Interest expense 10,335 10,381
Net interest income before allocation 15,837 13,003
Net interest allocation^1^ 5,784 5,754
Net interest income 21,621 18,757
Provision for credit losses 300 100
Net interest income after provision for credit losses 21,321 18,657
Noninterest income:
Interchange income 1,577 1,475
Service charges on deposit accounts 1,038 1,007
Wealth management services income, net 808 732
Other service charges and fees 504 497
Investment income from other equity interests 372 207
Other income, net 197 312
Total noninterest income 4,496 4,230
Noninterest expense:
Salaries and employee benefits 10,117 9,279
Occupancy expense **** 1,854 1,830
Data processing 2,473 2,342
Professional fees 640 724
Insurance expense 380 416
Marketing and advertising expenses 420 384
Loan processing and collection expenses 39 42
Other expenses 1,157 1,215
Total noninterest expenses 17,080 16,232
Income before income taxes 8,737 6,655
Income tax expense **** 1,627 1,210
Net income $ 7,110 $ 5,445
1 Interest expense is allocated to the mortgage banking and consumer finance segments through borrowings from the community banking segment.
--- ---

The community banking segment reported net income of $7.1 million for the first quarter of 2026 compared to $5.4 million for the same period in 2025 due primarily to:

higher interest income resulting from higher average balances of loans and cash reserves and higher average interest rates on securities;

partially offset by:

higher salaries and employee benefits due primarily to the addition of a seasoned lending team with the expansion into Southwest Virginia in the third quarter of 2025 and annual compensation adjustments.

Net interest income for the community banking segment increased by $2.9 million to $21.6 million for the first quarter of 2026 compared to the same period in 2025 due primarily to an increase in net interest margin and higher average balances of earning assets. Average interest-earning asset yields were higher for the first quarter of 2026 compared to the same period in 2025 due primarily to higher average interest rates on securities available for sale. The average cost of interest- 42

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bearing liabilities were lower for the first quarter of 2026 compared to the same period in 2025 due primarily to decreases in interest rates paid on time deposits. Interest income allocated to the community banking segment includes interest income on loans to the consumer finance and mortgage banking segments. These transactions are eliminated to reach consolidated totals.

The community banking segment recorded provision for credit losses of $300,000 for the first quarter of 2026 compared to provision for credit losses of $100,000 for the same period in 2025. Management believes that the level of the allowance for credit losses is adequate to reflect the net amount expected to be collected.

Noninterest income increased for the first quarter of 2026 compared to the same period in 2025 due primarily to higher investment income from other equity interests and higher interchange income. Noninterest expenses increased for the first quarter of 2026 compared to the same period in 2025 due primarily to higher salaries and employee benefits and higher data processing expenses.

Mortgage Banking:  The following table presents the mortgage banking operating results for the periods indicated.

TABLE 7: Mortgage Banking Segment Operating Results

Three Months Ended March 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​
Interest income $ 540 $ 339
Interest expense
Net interest income before allocation 540 339
Net interest allocation^1^ (232) (72)
Net interest income 308 267
Provision for credit losses
Net interest income after provision for credit losses 308 267
Noninterest income:
Gains of sales of loans 2,729 1,985
Mortgage banking fee income 882 592
Mortgage lender services fee income 820 541
Other income 3 3
Total noninterest income 4,434 3,121
Noninterest expense:
Salaries and employee benefits 2,262 1,792
Occupancy expense **** 215 213
Data processing 372 226
Professional fees 28 26
Insurance expense 19 30
Marketing and advertising expenses 112 140
Loan processing and collection expenses 360 230
Provision for indemnifications (35) (25)
Other expenses 189 177
Total noninterest expenses 3,522 2,809
Income before income taxes 1,220 579
Income tax expense **** 310 148
Net income $ 910 $ 431
1 Interest expense is allocated to the mortgage banking segment through borrowings from the community banking segment.
--- ---

The mortgage banking segment reported net income of $910,000 for the first quarter of 2026 compared to $431,000 for the same period in 2025 due primarily to:

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higher gains on sales of loans and higher mortgage banking fee income due to higher volume of mortgage loan originations; and
higher mortgage lender services fee income;
--- ---

partially offset by:

higher variable expenses tied to mortgage loan origination volume such as commissions and bonuses, reported in salaries and employee benefits.

The following table presents mortgage loan originations and mortgage loans sold for the periods indicated.

TABLE 8: Mortgage Loan Originations

Three Months Ended March 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​
Mortgage loan originations:
Purchases $ 142,526 $ 101,640
Refinancings 37,076 12,110
Total mortgage loan originations^1^ $ 179,602 $ 113,750
Lock-adjusted originations^2^ $ 223,066 $ 142,340
1 Total mortgage loan originations does not include mortgage lender services.
--- ---
2 Lock-adjusted originations includes the effect of changes in the volume of mortgage loan applications in process that have not closed, net of an estimated volume not expected to close.
--- ---

Mortgage banking segment loan originations increased 57.9 percent for the first quarter of 2026 compared to the same period in 2025 as the mortgage interest rate environment has become more favorable, which led to an increase in both purchases and refinancings. Gains on sales of loans, while driven in part by mortgage loan originations, also includes the effects of changes in locked loan commitments, which reflect the volume of mortgage loan applications that are in process and have not closed. Lock-adjusted originations for the mortgage banking segment increased 56.7 percent for the first quarter of 2026 compared to the same period in 2025. Locked loan commitments were $90.9 million at March 31, 2026 compared to $44.6 million and $71.8 million at December 31, 2025 and March 31, 2025, respectively. Mortgage banking segment loan originations include originations of loans sold to the community banking segment, at prices similar to those paid by third-party investors. All interest expense at the mortgage banking segment is from variable rate borrowings from the community banking segment. These transactions are eliminated to reach consolidated totals.

Through the Lender Solutions division of the mortgage banking segment, mortgage lender services fee income is derived from providing mortgage origination functions to third-party mortgage lenders for a fee. Mortgage lender services fee income increased to $820,000 for the first quarter of 2026 compared to $541,000 for the same period in 2025 due primarily to increased mortgage loan volume in the industry.

During the first quarter of 2026, the mortgage banking segment recorded net reversals of provision for indemnification losses of $35,000 compared to net reversals of provision for indemnification losses of $25,000 for the same period in 2025. The release of indemnification reserves in 2026 and 2025 was due primarily to lower volume of mortgage loan originations in recent years compared to years prior when the indemnification reserve was increased due to higher volume coming out of the pandemic, improvement in the mortgage banking segment’s assessment of borrower payment performance and other factors affecting expected losses on mortgage loans sold in the secondary market, such as time since origination. Management believes that the indemnification reserve is sufficient to absorb losses related to loans that have been sold in the secondary market.

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Consumer Finance:  The following table presents the consumer finance operating results for the periods indicated.

TABLE 9: Consumer Finance Segment Operating Results

Three Months Ended March 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​
Interest income $ 12,218 $ 12,123
Interest expense
Net interest income before allocation 12,218 12,123
Net interest allocation^1^ (5,552) (5,682)
Net interest income 6,666 6,441
Provision for credit losses 3,300 2,900
Net interest income after provision for credit losses 3,366 3,541
Noninterest income 154 177
Noninterest expense:
Salaries and employee benefits 2,032 1,977
Occupancy expense **** 146 150
Data processing 321 290
Professional fees 194 91
Insurance expense 31 45
Marketing and advertising expenses 15 5
Loan processing and collection expenses 474 411
Other expenses 415 436
Total noninterest expenses 3,628 3,405
Income before income taxes (108) 313
Income tax expense **** (27) 87
Net income $ (81) $ 226
1 Interest expense is allocated to the consumer finance segment through borrowings from the community banking segment.
--- ---

The consumer finance segment reported a net loss of $81,000 for the first quarter of 2026 compared to net income of $226,000 for the same period in 2025 due primarily to:

higher provision for credit losses due primarily to higher net charge-offs; and
higher professional fees and higher loan processing and collection expenses;
--- ---

partially offset by:

higher interest income resulting from higher loan yields due primarily to a shift in the mix of the loan portfolio with the termination of the lower-yielding marine and recreational vehicle loan program; and
lower interest expense allocation on borrowings from the community banking segment as a result of lower average interest rates.
--- ---

Average loans decreased $1.0 million, or less than one percent, for the first quarter of 2026 compared to the same period in 2025 due primarily to a decrease in marine and recreational vehicle loans as the third party administrator of that program significantly decreased sales of those loans to outside parties during 2025, which led to the consumer finance segment ending future purchases under the program during the third quarter of 2025. The marine and recreational vehicle portfolio is expected to run off over the next several years as scheduled borrower payments are made on the existing loans. All interest expense at the consumer finance segment is from fixed and variable rate borrowings from the community banking segment. These transactions are eliminated to reach consolidated totals.

The consumer finance segment recorded $3.3 million in provision for credit losses for the first quarter of 2026 compared to $2.9 million for the same period in 2025. Net charge-offs increased due primarily to an increase in delinquent loans and repossessions. If loan performance deteriorates, resulting in further elevated delinquencies or net charge-offs, the provision for credit losses may increase in future periods. 45

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ASSET QUALITY

Allowance and Provision for Credit Losses

The Corporation conducts an analysis of the collectability of the loan portfolio on a regular basis and uses this analysis to assess the sufficiency of the allowance for credit losses on loans and to determine the necessary provision for credit losses. The Corporation segments the loan portfolio into three loan portfolios based on common risk characteristics.

Commercial and consumer loans are assigned loan classification ratings based on their credit quality and risk of loss. These loan ratings are reviewed on a quarterly basis and updated as new information becomes available. The characteristics of these loan ratings are as follows:

Pass rated loans are to persons or business entities with an acceptable financial condition, appropriate collateral margins, appropriate cash flow to service the existing loan, and an appropriate leverage ratio. The borrower has paid all obligations as agreed and it is expected that this type of payment history will continue. When necessary, acceptable personal guarantors support the loan.

Special mention loans have a specific, identified weakness in the borrower’s operations and in the borrower’s ability to generate positive cash flow on a sustained basis. The borrower’s recent payment history may be characterized by late payments. The Corporation’s risk exposure is mitigated by collateral supporting the loan. The collateral is considered to be well-margined, well maintained, accessible and readily marketable.

Substandard loans are considered to have specific and well-defined weaknesses that jeopardize the viability of the Corporation’s credit extension. The payment history for the loan has been inconsistent and the expected or projected primary repayment source may be inadequate to service the loan. The estimated net liquidation value of the collateral pledged and/or ability of the personal guarantor(s) to pay the loan may not adequately protect the Corporation. There is a distinct possibility that the Corporation will sustain some loss if the deficiencies associated with the loan are not corrected in the near term.

Substandard nonaccrual loans have the same characteristics as substandard loans; however, they have a nonaccrual classification because it is probable that the Corporation will not be able to collect all amounts due.

Doubtful rated loans have all the weaknesses inherent in a loan that is classified substandard but with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high.

Loss rated loans are not considered collectible under normal circumstances and there is no realistic expectation for any future payment on the loan. Loss rated loans are fully charged off.

The Corporation monitors the consumer finance loan portfolio by past due status and by credit rating at the time of origination, which the Corporation believes serves as a relevant indicator of aggregate credit quality and risk of loan defaults in the portfolio based upon the use of Fair Isaac Corporation (FICO) Scores over time for loan approval decisions and through experience analyzing loss patterns. The characteristics of these credit ratings and our thresholds are as follows:

Very Good (>739) and Good (670-739) credit rated borrowers are near or above the average FICO Score of consumers. Borrowers generally have limited to no prior credit difficulties or have shown extensive creditworthiness over a recent period of time.

Fairly Good (625-669) and Fair (580-624) credit rated borrowers are approaching or slightly below the average FICO Score of consumers but typically have a credit profile acceptable to most lenders. Borrowers may have experienced minor credit difficulties or have a relatively limited credit history.

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Marginal (<580) credit rated borrowers are well below the average FICO Score of consumers. Borrowers may have limited access to traditional financing due to having experienced prior credit difficulties or have a limited credit history. The risk of future charge-offs is higher.

The allowance for credit losses represents an amount that, in our judgment, reduces the recorded investment in loans to the net amount expected to be collected. The provision for credit losses increases the allowance, and loans charged off, net of recoveries, reduce the allowance.

The following tables present the Corporation’s credit loss experience for the periods indicated.

TABLE 10: Allowance for Credit Losses

Consumer
(Dollars in thousands) Commercial Consumer^1^ Finance Total
For the three months ended March 31, 2026:
Balance at December 31, 2025 $ 13,239 $ 4,179 $ 22,259 $ 39,677
Provision charged to operations 146 4 3,300 3,450
Loans charged off (65) (4,626) (4,691)
Recoveries of loans previously charged off 26 35 1,168 1,229
Balance at March 31, 2026 $ 13,411 $ 4,153 $ 22,101 $ 39,665
Average loans^2^ $ 1,200,935 $ 401,834 $ 464,541 $ 2,067,310
Ratio of annualized net (recoveries) charge-offs to average loans (0.01) % 0.03 % 2.98 % 0.67 %

Consumer
(Dollars in thousands) Commercial Consumer^1^ Finance Total
For the three months ended March 31, 2025:
Balance at December 31, 2024 $ 13,347 $ 4,032 $ 22,708 $ 40,087
Provision charged to operations 69 81 2,900 3,050
Loans charged off (61) (4,073) (4,134)
Recoveries of loans previously charged off 9 34 997 1,040
Balance at March 31, 2025 $ 13,425 $ 4,086 $ 22,532 $ 40,043
Average loans^2^ $ 1,088,690 $ 380,535 $ 465,526 $ 1,934,751
Ratio of annualized net (recoveries) charge-offs to average loans (0.00) % 0.03 % 2.64 % 0.64 %

1Consumer loans includes provision, charge-offs and recoveries related to demand deposit overdrafts.

2Average loans does not include loans held for sale at the mortgage banking segment.

For further information regarding the adequacy of our allowance for credit losses, refer to “Table 16: Nonperforming Assets” and the accompanying disclosure below.

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The allocation of the allowance for credit losses and the ratio of corresponding outstanding loan balances to total loans are as follows as of the dates indicated.

TABLE 11: Allocation of Allowance for Credit Losses

March 31, December 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​
Allocation of allowance for credit losses:
Commercial $ 13,411 $ 13,239
Consumer **** 4,153 4,179
Consumer Finance **** 22,101 22,259
Total allowance for credit losses $ 39,665 $ 39,677
Ratio of loans to total period-end loans:
Commercial **** 58 % 57 %
Consumer **** 19 20
Consumer Finance **** 23 23
**** 100 % 100 %

Loans are required to be measured at amortized cost and to be presented at the net amount expected to be collected. Credit losses on available for sale debt securities are accounted for as an allowance for credit losses, which is a valuation account that is deducted from the amortized cost basis of the financial asset to present the net carrying value and the amount expected to be collected on the financial asset. The Corporation concluded that a credit loss did not exist in its securities portfolio at March 31, 2026, and no allowance for credit losses has been recognized. Off balance sheet credit exposures, including loan commitments, are not recorded on balance sheet, but expected credit losses arising from off balance sheet credit exposures are recorded as a reserve for unfunded commitments and reported in Other Liabilities. The following table presents the Corporation’s reserve for unfunded commitments for the periods indicated.

TABLE 12: Reserve for Unfunded Commitments

Three Months Ended March 31,
(Dollars in thousands) ​ ​ ​ 2026 2025
Balance at the beginning of period $ 1,600 $ 1,800
Provision charged to operations **** 150 (50)
Total $ 1,750 $ 1,750

The allowance for credit losses on loans and available for sale debt securities and the reserve for unfunded commitments are established through a provision for credit losses charged against earnings. The following table presents a breakdown of the provision for credit losses for the periods indicated.

TABLE 13: Provision for Credit Losses

Three Months Ended March 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025
Provision for credit losses:
Provision for loans $ 3,450 $ 3,050
Provision for unfunded commitments **** 150 (50)
Total $ 3,600 $ 3,000

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TABLE 14: Credit Quality Indicators

Loans by credit quality indicators as of March 31, 2026 were as follows:

​ ​ ​ ​ Special ​ ​ ​ ​ Substandard ​ ​
(Dollars in thousands) Pass Mention Substandard Nonaccrual Total^1^
Commercial real estate $ 870,573 $ 70 $ $ $ 870,643
Commercial business 118,518 107 2 118,627
Construction - commercial real estate 75,262 75,262
Land acquisition and development 82,475 82,475
Builder lines 31,058 31,058
Construction - consumer real estate **** 32,540 **** **** **** **** 32,540
Residential mortgage **** 314,913 **** 607 **** 60 **** 1,097 **** 316,677
Equity lines **** 76,826 **** 94 **** **** **** 76,920
Other consumer **** 10,204 **** **** **** **** 10,204
$ 1,612,369 $ 878 $ 60 $ 1,099 $ 1,614,406

(Dollars in thousands) Very Good Good Fairly Good Fair Marginal Total
Consumer finance - automobiles $ 50,462 $ 117,494 $ 133,941 $ 83,974 $ 19,602 $ 405,473
Consumer finance - marine and recreational vehicles **** 36,532 **** 18,237 **** 404 **** **** **** 55,173
$ 86,994 $ 135,731 $ 134,345 $ 83,974 $ 19,602 $ 460,646

1At March 31, 2026, the Corporation did not have any loans classified as Doubtful or Loss.

Loans by credit quality indicators as of December 31, 2025 were as follows:

​ ​ ​ ​ Special ​ ​ ​ ​ Substandard ​ ​ ****
(Dollars in thousands) Pass Mention Substandard Nonaccrual Total^1^ ****
Commercial real estate $ 835,360 $ 72 $ $ $ 835,432
Commercial business 115,710 115,710
Construction - commercial real estate 99,604 99,604
Land acquisition and development 66,248 66,248
Builder lines 37,938 37,938
Construction - consumer real estate 29,288 29,288
Residential mortgage 317,686 655 60 1,135 319,536
Equity lines 76,359 101 76,460
Other consumer 10,085 10,085
$ 1,588,278 $ 828 $ 60 $ 1,135 $ 1,590,301

(Dollars in thousands) Very Good Good Fairly Good Fair Marginal Total
Consumer finance - automobiles $ 49,347 $ 114,539 $ 135,569 $ 86,336 $ 20,521 $ 406,312
Consumer finance - marine and recreational vehicles 38,531 19,023 409 57,963
$ 87,878 $ 133,562 $ 135,978 $ 86,336 $ 20,521 $ 464,275
1 At December 31, 2025, the Corporation did not have any loans classified as Doubtful or Loss.
--- ---

Table 15 summarizes the Corporation’s credit ratios on a consolidated basis and Table 16 summarizes nonperforming assets by principal business segment as of March 31, 2026 and December 31, 2025.  The mortgage banking segment did not have any nonperforming assets as March 31, 2026 or December 31, 2025. 49

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TABLE 15: Consolidated Credit Ratios

March 31, December 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025
Total loans^1^ $ 2,075,052 $ 2,054,576
Nonaccrual loans $ 2,012 $ 2,157
Allowance for credit losses (ACL) $ 39,665 $ 39,677
Nonaccrual loans to total loans 0.10 % 0.10 %
ACL to total loans 1.91 % 1.93 %
ACL to nonaccrual loans 1,971.42 % 1,839.45 %

1Total loans does not include loans held for sale at the mortgage banking segment.

TABLE 16: Nonperforming Assets

Community Banking Segment

March 31, December 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​
Total loans $ 1,614,406 $ 1,590,301
Nonaccrual loans $ 1,099 $ 1,135
ACL $ 17,564 $ 17,418
Nonaccrual loans to total loans 0.07 % 0.07 %
ACL to total loans 1.09 % 1.10 %
ACL to nonaccrual loans **** 1,598.18 % 1,534.63 %
Annualized year-to-date net charge-offs to average total loans 0.00 % 0.01 %

Consumer Finance Segment

March 31, December 31,
(Dollars in thousands) ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​
Total loans $ 460,646 $ 464,275
Nonaccrual loans $ 913 $ 1,022
Repossessed assets $ 879 $ 937
ACL $ 22,101 $ 22,259
Nonaccrual loans to total loans **** 0.20 % 0.22 %
ACL to total loans **** 4.80 % 4.79 %
ACL to nonaccrual loans 2,420.70 % 2,177.98 %
Annualized year-to-date net charge-offs to average total loans 2.98 % 2.59 %

The community banking segment’s nonaccrual loans were $1.1 million at both March 31, 2026 and December 31, 2025. The community banking segment recorded a provision for credit losses of $300,000 for the first quarter of 2026 compared to a provision for credit losses of $100,000 for the same period in 2025. At March 31, 2026, the allowance for credit losses increased to $17.6 million compared to $17.4 million at December 31, 2025. The allowance for credit losses as a percentage of total loans decreased to 1.09 percent at March 31, 2026 from 1.10 percent at December 31, 2025. Management believes that the level of the allowance for credit losses is adequate to reflect the net amount expected to be collected.

Nonaccrual loans at the consumer finance segment were $913,000 at March 31, 2026 compared to $1.0 million at December 31, 2025. Nonaccrual consumer finance loans remain low relative to the allowance for credit losses and the total consumer finance loan portfolio because the consumer finance segment generally initiates repossession of loan collateral once a loan becomes more than 60 days delinquent. Repossessed vehicles of the consumer finance segment are classified as other assets and consist only of vehicles the Corporation has the legal right to sell. Prior to the reclassification from loans to repossessed vehicles, the difference between the carrying amount of each loan and the fair value of each vehicle 50

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(i.e. the deficiency) is charged against the allowance for credit losses. At March 31, 2026, repossessed vehicles available for sale totaled $879,000 compared to $937,000 at December 31, 2025.

The consumer finance segment experienced net charge-offs at an annualized rate of 2.98 percent of average total loans for the first quarter of 2026 compared to 2.64 percent for the same period of 2025 due primarily to an increase in delinquent loans and repossessions. At March 31, 2026, total delinquent loans as a percentage of total loans was 3.35 percent compared to 4.38 percent at December 31, 2025 and 3.05 percent at March 31, 2025. The allowance for credit losses was $22.1 million, or 4.80 percent of total loans, at March 31, 2026 compared to $22.3 million, or 4.79 percent of total loans, at December 31, 2025.

The consumer finance segment at times offers payment deferrals to borrowers as a portfolio management technique to achieve higher ultimate cash collections on select loan accounts. A significant reliance on deferrals as a means of managing collections may result in a lengthening of the loss confirmation period, which would increase expectations of credit losses inherent in the portfolio. Average amounts of payment deferrals of automobile loans on a monthly basis, which are not included in delinquent loans, were 1.34 percent of average automobile loans outstanding during the first quarter of 2026 compared to 2.50 percent during the fourth quarter of 2025 and 1.75 percent during the first quarter of 2025.

The consumer finance segment is an indirect lender that provides automobile financing through lending programs that are designed to serve customers in both the “prime” and “non-prime” markets, including those who may have limited access to traditional automobile financing due to having experienced prior credit difficulties. The preferred automobile is a later model, low mileage used vehicle because the value of new vehicles typically depreciates rapidly. In addition to automobile financing, marine and RV loan contracts were also purchased on an indirect basis through a referral program administered by a third party. The marine and RV loan contracts were for “prime” loans averaging less than $50,000 made to individuals with higher credit scores. The third party administrator of that program significantly decreased sales of those loans to outside parties during 2025, which led to the consumer finance segment ending future purchases during the third quarter of 2025. The marine and RV portfolio is expected to run off over the next several years as scheduled borrower payments are made on the existing loans.

The consumer finance segment’s focus has included “non-prime” borrowers and, therefore, the anticipated rates of delinquencies, defaults, repossessions and losses on the consumer finance loans are higher than those experienced in the general automobile finance industry and could be more dramatically affected by changes in general economic conditions. Changes in economic conditions may also affect consumer demand for used automobiles and values of automobiles securing outstanding loans, due to changes in demand or changes in levels of inventory of used automobiles, which may directly affect the amount of a loss incurred by the consumer finance segment in the event of default. While we manage the higher risk inherent in loans made to “non-prime” borrowers through the underwriting criteria, portfolio management and collection methods employed by the consumer finance segment, we cannot guarantee that these criteria or methods will afford adequate protection against these risks. With the consumer finance segment’s scorecard model for purchasing loan contracts, the credit-worthiness of borrowers at origination has improved for automobile loans purchased, however, we cannot provide any assurances regarding the level of the consumer finance segment’s net charge-off ratio in future periods. However, we believe that the current allowance for credit losses is adequate to reflect the net amount expected to be collected on existing consumer finance segment loans that may become uncollectible. If factors influencing the consumer finance segment result in higher net charge-off ratios in future periods, the consumer finance segment may need to increase the level of its allowance for credit losses through additional provisions for credit losses, which could negatively affect future earnings of the consumer finance segment.

FINANCIAL CONDITION

At March 31, 2026, the Corporation had total assets of $2.8 billion, an increase of $45.3 million since December 31, 2025. The increase was attributable primarily to growth in loans held for investment, loans held for sale and available for sale securities, funded by growth in deposits. The significant components of the Corporation’s Consolidated Balance Sheets are discussed below.

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Loan Portfolio

Tables 17, 18 and 19 present information pertaining to the composition of loans held for investment, the composition of commercial real estate and construction commercial real estate loans, and the maturity/repricing of certain loans held for investment, respectively.

TABLE 17: Summary of Loans Held for Investment

March 31, 2026 December 31, 2025
(Dollars in thousands) ​ ​ ​ Amount Percent ​ ​ ​ Amount ​ ​ ​ Percent
Commercial real estate $ 870,643 42 % $ 835,432 41 %
Commercial business **** 118,627 5 115,710 5
Construction - commercial real estate 75,262 4 99,604 5
Land acquisition and development **** 82,475 4 66,248 3
Builder lines **** 31,058 1 37,938 2
Construction - consumer real estate 32,540 2 29,288 1
Residential mortgage 316,677 15 319,536 16
Equity lines 76,920 3 76,460 3
Other consumer 10,204 1 10,085 1
Consumer finance - automobiles **** 405,473 20 406,312 20
Consumer finance - marine and recreational vehicles **** 55,173 3 57,963 3
Subtotal **** 2,075,052 100 % 2,054,576 100 %
Less allowance for credit losses **** (39,665) (39,677)
Loans, net $ 2,035,387 $ 2,014,899

During the first quarter of 2026, loans held for investment increased $20.5 million to $2.04 billion at March 31, 2026 due primarily to growth in commercial real estate and land acquisition and development loans, partially offset by a decrease in construction loans at the community banking segment.

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TABLE 18: Commercial Real Estate and Construction Commercial Real Estate Loans

March 31, 2026
(Dollars in thousands) Amount % of Commercial Real Estate and Construction Commercial Real Estate Loans % of Total
Multifamily $ 175,804 18.6 % 8.5 %
Retail **** 159,662 16.9 7.7
Office 122,183 12.9 5.9
1-4 family investment properties **** 105,083 11.1 5.1
Hotels 102,136 10.8 4.9
Industrial/warehouse 87,322 9.2 4.2
Mini-storage 69,409 7.3 3.3
Medical office **** 45,284 4.8 2.2
Other **** 79,022 8.4 3.8
$ 945,905 100 % 45.6 %

December 31, 2025
(Dollars in thousands) Amount % of Commercial Real Estate and Construction Commercial Real Estate Loans % of Total
Multifamily $ 177,215 19.0 % 8.6 %
Retail 162,677 17.4 7.9
Office 123,274 13.2 6.0
1-4 family investment properties 99,526 10.6 4.8
Hotels 100,858 10.8 4.9
Industrial/warehouse 85,479 9.1 4.2
Mini-storage 66,983 7.2 3.3
Medical office 43,447 4.6 2.1
Other 75,577 8.1 3.7
$ 935,036 100 % 45.5 %

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TABLE 19: Maturity/Repricing Schedule of Loans Held for Investment

March 31, 2026 ****
(Dollars in thousands) Commercial Consumer Consumer Finance Total ****
Variable Rate:
Within 1 year $ 357,547 $ 77,892 $ $ 435,439
1 to 5 years **** 87,732 748 88,480
5 to 15 years 7,498 7,498
After 15 years ****
Fixed Rate:
Within 1 year 117,658 7,897 4,559 130,114
1 to 5 years **** 412,923 110,058 220,517 743,498
5 to 15 years 213,705 167,037 235,570 616,312
After 15 years **** 13,542 40,169 53,711
$ 1,210,605 $ 403,801 $ 460,646 $ 2,075,052

Securities

The investment portfolio plays a primary role in the management of the Corporation’s interest rate sensitivity. In addition, the portfolio serves as a source of liquidity and is used as needed to meet collateral requirements. The investment portfolio consists of securities available for sale, which may be sold in response to changes in market interest rates, changes in prepayment risk, increases in loan demand, general liquidity needs and other similar factors. These securities are carried at estimated fair value. At March 31, 2026 and December 31, 2025, all debt securities in the Corporation’s investment portfolio were classified as available for sale.

The following table sets forth the composition of the Corporation’s securities available for sale in dollar amounts at fair value and as a percentage of the Corporation’s total securities available for sale at the dates indicated.

TABLE 20: Securities Available for Sale

March 31, 2026 December 31, 2025 ****
(Dollars in thousands) ​ ​ ​ Amount ​ ​ ​ Percent ​ ​ ​ Amount ​ ​ ​ Percent ****
U.S. Treasury securities $ 4,908 1 % $ 4,887 1 %
U.S. government agencies and corporations 53,650 11 55,710 12
Mortgage-backed securities **** 220,423 47 205,832 45
Obligations of states and political subdivisions **** 157,874 34 157,091 34
Corporate and other debt securities **** 33,764 7 34,591 8
Total available for sale securities at fair value $ 470,619 100 % $ 458,111 100 %

During the first quarter of 2026, securities available for sale increased $12.5 million to $470.6 million at March 31, 2026 due primarily to an increase in mortgage-backed securities, partially offset by a decrease in U.S. government agencies and corporations securities. Net unrealized losses in the market value of securities available for sale increased to $14.8 million at March 31, 2026 compared to $12.9 million at December 31, 2025.

For more information about the Corporation’s securities available for sale, including information about securities in an unrealized loss position at March 31, 2026 and December 31, 2025, see Part I, Item 1, “Financial Statements” under the heading “Note 2: Securities” in this Quarterly Report on Form 10-Q.

The following table presents additional information pertaining to the composition of the securities portfolio at amortized cost, by the earlier of contractual maturity or expected maturity.  Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties. The total effective duration of the investment portfolio was 3.7 years as of March 31, 2026.

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TABLE 21: Maturity of Securities

March 31, 2026
​ ​ ​ ​ ​ ​ Weighted ​ ​ ​
Amortized Average
(Dollars in thousands) Cost Yield^1^
U.S. Treasury securities:
Maturing within 1 year $ 4,995 **** 1.38 %
Total U.S. Treasury securities **** 4,995 **** 1.38
U.S. government agencies and corporations:
Maturing within 1 year 6,607 **** 1.63
Maturing after 1 year, but within 5 years **** 32,459 **** 1.40
Maturing after 5 years, but within 10 years **** 18,438 **** 2.04
Maturing after 10 years **** 1,101 **** 2.46
Total U.S. government agencies and corporations **** 58,605 **** 1.65
Mortgage-backed securities:
Maturing within 1 year **** 31,870 2.74
Maturing after 1 year, but within 5 years **** 93,064 2.89
Maturing after 5 years, but within 10 years **** 61,906 3.28
Maturing after 10 years **** 40,446 4.52
Total mortgage-backed securities **** 227,286 **** 3.27
States and municipals:^1^
Maturing within 1 year **** 30,486 3.78
Maturing after 1 year, but within 5 years **** 50,202 2.90
Maturing after 5 years, but within 10 years **** 50,926 4.50
Maturing after 10 years **** 28,257 4.73
Total states and municipals **** 159,871 **** 3.90
Corporate and other debt securities:
Maturing within 1 year **** 9,500 **** 3.28
Maturing after 1 year, but within 5 years **** 10,929 **** 6.43
Maturing after 5 years, but within 10 years **** 14,204 **** 7.06
Total corporate and other debt securities **** 34,633 **** 5.82
Total securities:
Maturing within 1 year **** 83,458 **** 3.01
Maturing after 1 year, but within 5 years **** 186,654 **** 2.84
Maturing after 5 years, but within 10 years **** 145,474 **** 3.92
Maturing after 10 years **** 69,804 **** 4.57
Total securities $ 485,390 **** 3.44
1. Yields on tax-exempt securities have been computed on a taxable-equivalent basis using the federal corporate income tax rate of 21 percent. The weighted average yield is calculated based on the relative amortized costs of the securities.
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Deposits

The Corporation’s predominant source of funds is depository accounts, which are comprised of demand deposits, savings and money market accounts and time deposits. The Corporation’s deposits are principally provided by individuals and businesses located within the communities served.

During the first quarter of 2026, deposits increased $53.7 million to $2.40 billion at March 31, 2026 due primarily to increases in time deposits and noninterest-bearing demand deposits. The increase in deposits was due in part to higher average balances within deposit accounts and the opening of new deposit accounts. The Corporation had $143.5 million in municipal deposits at March 31, 2026 compared to $162.4 million at December 31, 2025.

The Corporation had $18.0 million and $25.0 million in brokered time deposits outstanding at March 31, 2026 and December 31, 2025, respectively.  The Corporation may continue to use brokered deposits on a limited basis as a means of maintaining and diversifying liquidity and funding sources.

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Borrowings

During the first quarter of 2026, borrowings decreased $10.0 million to $103.3 million at March 31, 2026 due primarily to the repayment of FHLB advances during the first quarter of 2026.

Liquidity

The objective of the Corporation’s liquidity management is to ensure the continuous availability of funds to satisfy the credit needs of our customers and the demands of our depositors, creditors and investors. Stable core deposits and a strong capital position are the components of a solid foundation for the Corporation’s liquidity position. Additional sources of liquidity available to the Corporation include cash flows from operations, loan payments and payoffs, deposit growth, maturities, calls and sales of securities, the issuance of brokered certificates of deposit and the capacity to borrow additional funds. Depending on the Corporation’s liquidity levels, conditions in the capital markets and other factors, the Corporation may from time to time consider the issuance of debt, equity or other securities, the proceeds of which could provide additional liquidity for our operations.

Liquid assets, which include cash and due from banks, interest-bearing deposits at other banks and nonpledged securities available for sale, totaled $428.9 million at March 31, 2026 compared to $406.4 million at December 31, 2025. The Corporation’s funding sources, including capacity, amount outstanding and amount available at March 31, 2026 are presented in Table 22. The Corporation’s capacity decreased $3.4 million from December 31, 2025 due primarily to fluctuations in loans pledged to the FRB and FHLB and the Corporation’s amount available increased $6.6 million from December 31, 2025 due primarily to the repayment of FHLB advances during the first quarter of 2026.

TABLE 22: Funding Sources

March 31, 2026
(Dollars in thousands) Capacity ​ ​ ​ Outstanding ​ ​ ​ Available
Unsecured federal funds agreements $ 75,000 $ $ 75,000
Borrowings from FHLB **** 282,641 **** 30,000 **** 252,641
Borrowings from FRB **** 353,760 **** **** 353,760
Total $ 711,401 $ 30,000 $ 681,401

December 31, 2025
(Dollars in thousands) Capacity ​ ​ ​ Outstanding ​ ​ ​ Available
Unsecured federal funds agreements $ 75,000 $ $ 75,000
Borrowings from FHLB 276,703 40,000 236,703
Borrowings from FRB 363,100 363,100
Total $ 714,803 $ 40,000 $ 674,803

We have no reason to believe these arrangements will not be renewed at maturity. Additional loans and securities are available that can be pledged as collateral for future borrowings from the FHLB and FRB above the current lendable collateral value. Our ability to maintain sufficient liquidity may be affected by numerous factors, including economic conditions nationally and in our markets. Depending on our liquidity levels, our capital position, conditions in the capital markets, our business operations and initiatives, and other factors, we may from time to time consider the issuance of debt, equity or other securities or other possible capital market transactions, the proceeds of which could provide additional liquidity for our operations.

Uninsured deposits represent an estimate of amounts above the Federal Deposit Insurance Corporation (FDIC) insurance coverage limit of $250,000. As of March 31, 2026, the Corporation’s uninsured deposits were approximately $745.7 million, or 31.1 percent of total deposits. Excluding intercompany cash holdings and municipal deposits which are secured with pledged securities, amounts uninsured were approximately $578.4 million, or 24.1 percent of total deposits as of March 31, 2026, compared to $527.8 million, or 22.5 percent of total deposits as of December 31, 2025. The Corporation’s liquid assets and borrowing availability as of March 31, 2026 totaled $1.1 billion, exceeding uninsured deposits, excluding intercompany cash holdings and secured municipal deposits, by $531.9 million. 56

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The Corporation’s internal policy limits brokered deposits to 20 percent of total deposits, representing approximately $577.4 million of additional net availability for additional brokered deposits as of March 31, 2026.

In the ordinary course of business, the Corporation has entered into contractual obligations and has made other commitments to make future payments.  For further information concerning the Corporation’s expected timing of such payments refer to “Item 8. Financial Statements and Supplementary Data,” under the headings “Note 9: Leases,” “Note 11: Borrowings,” and “Note 18: Commitments and Contingent Liabilities” in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2025.

As a result of the Corporation’s management of liquid assets and the ability to generate liquidity through liability funding, management believes that the Corporation maintains overall liquidity sufficient to satisfy its operational requirements and contractual obligations.

Capital Resources

The assessment of capital adequacy depends on such factors as asset quality, liquidity, earnings performance, and changing competitive conditions and economic forces. We regularly review the adequacy of the Corporation’s and the Bank’s capital. We maintain a structure that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses. While we will continue to look for opportunities to invest capital in profitable growth, share repurchases are another tool that facilitates improving shareholder return, as measured by ROE and earnings per share.

The disclosure below presents the Corporation’s and the Bank’s actual capital amounts and ratios under currently applicable regulatory capital standards.  Under the small bank holding company policy statement of the Federal Reserve Board, which applies to certain bank holding companies with consolidated total assets of less than $3 billion, the Corporation was not subject to regulatory capital requirements at March 31, 2026. The following tables reflect the Corporation’s consolidated capital as determined under regulations that apply to bank holding companies that are not small bank holding companies and minimum capital requirements that would apply to the Corporation if it were not a small bank holding company.  Although the minimum regulatory capital requirements are not applicable to the Corporation, the Corporation calculates these ratios for its own planning and monitoring purposes. Total risk-weighted assets at March 31, 2026 for the Corporation were $2.31 billion and for the Bank were $2.28 billion. Total risk-weighted assets at December 31, 2025 for the Corporation were $2.26 billion and for the Bank were $2.23 billion. As of March 31, 2026, the Bank met all capital adequacy requirements to which it is subject.

TABLE 23: Regulatory Capital

March 31, 2026
Minimum Capital Well Capitalized
Actual Requirements Requirements
(Dollars in thousands) **** ​ ​Amount Ratio Amount Ratio Amount Ratio
The Corporation
Total risk-based capital ratio $ 348,629 15.1 % $ 184,653 8.0 % $ N/A N/A %
Tier 1 risk-based capital ratio 279,622 12.1 138,490 6.0 N/A N/A
Common Equity Tier 1 capital ratio 254,622 11.0 103,867 4.5 N/A N/A
Tier 1 leverage ratio 279,622 10.1 111,230 4.0 N/A N/A
The Bank
Total risk-based capital ratio $ 334,896 14.7 % $ 182,430 8.0 % $ 228,037 10.0 %
Tier 1 risk-based capital ratio 306,232 13.4 136,822 6.0 182,430 8.0
Common Equity Tier 1 capital ratio 306,232 13.4 102,617 4.5 148,224 6.5
Tier 1 leverage ratio 306,232 11.1 110,342 4.0 137,928 5.0

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December 31, 2025
Minimum Capital Well Capitalized
Actual Requirements Requirements
(Dollars in thousands) ​ ​Amount Ratio Amount Ratio Amount Ratio
The Corporation
Total risk-based capital ratio $ 342,856 15.2 % $ 180,649 8.0 % $ N/A N/A %
Tier 1 risk-based capital ratio 274,469 12.2 135,487 6.0 N/A N/A
Common Equity Tier 1 capital ratio 249,469 11.0 101,615 4.5 N/A N/A
Tier 1 leverage ratio 274,469 10.0 110,060 4.0 N/A N/A
The Bank
Total risk-based capital ratio $ 330,859 14.8 % $ 178,421 8.0 % $ 223,026 10.0 %
Tier 1 risk-based capital ratio 302,815 13.6 133,816 6.0 178,421 8.0
Common Equity Tier 1 capital ratio 302,815 13.6 100,362 4.5 144,967 6.5
Tier 1 leverage ratio 302,815 11.1 109,173 4.0 136,466 5.0

The regulatory risk-based capital amounts presented above include:  (1) common equity tier 1 capital (CET1) which consists principally of common stock (including surplus) and retained earnings with adjustments for goodwill and intangible assets; (2) Tier 1 capital which consists principally of CET1 plus the Corporation’s “grandfathered” trust preferred securities; and (3) Tier 2 capital which consists principally of Tier 1 capital plus a limited amount of the allowance for credit losses and $40.0 million of outstanding subordinated notes of the Corporation. The Total Capital ratio, Tier 1 Capital ratio and CET1 ratio are calculated as a percentage of risk-weighted assets. The Tier 1 Leverage ratio is calculated as a percentage of average tangible assets. In addition, the Corporation has made the one-time irrevocable election to continue treating accumulated other comprehensive income (AOCI) under regulatory standards that were in place prior to the Basel III Final Rule in order to eliminate volatility of regulatory capital that can result from fluctuations in AOCI and the inclusion of AOCI in regulatory capital, as would otherwise be required under the Basel III Capital Rule. As a result of this election, changes in AOCI, including unrealized losses on securities available for sale, do not affect regulatory capital amounts shown in the table above for the Corporation or the Bank. For additional information about the Basel III Final Rules, see “Item 1. Business” under the heading “Regulation and Supervision” and “Item 8. Financial Statements and Supplementary Data,” under the heading “Note 17: Regulatory Requirements and Restrictions” in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2025.

In addition to the regulatory risk-based capital requirements, the Bank must maintain a capital conservation buffer of 2.5 percent of risk-weighted assets as required by the Basel III Final Rule. Including the capital conservation buffer, the minimum ratios are a common equity Tier 1 risk-based capital ratio of 7.0 percent, a Tier 1 risk-based capital ratio of 8.5 percent, and a total risk-based capital ratio of 10.5 percent. The Corporation and the Bank exceeded these ratios at March 31, 2026 and December 31, 2025.

The Corporation’s capital resources are impacted by its share repurchase programs. The Board of Directors authorized a program, effective January 1, 2026 through December 31, 2026, to repurchase up to $5.0 million of the Corporation’s common stock (the 2026 Repurchase Program). Repurchases under the 2026 Repurchase Program may be made through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Securities Exchange Act of 1934, as amended, (Exchange Act) and shares repurchased will be returned to the status of authorized and unissued shares of common stock. The timing, number and purchase price of shares repurchased under the program will be determined by management in its discretion and will depend on a number of factors, including the market price of the shares, general market and economic conditions, applicable legal requirements and other conditions, and there is no assurance that the Corporation will purchase any shares under the 2026 Repurchase Program. During the three months ended March 31, 2026, the Corporation repurchased 4,279 shares, or $309,000, of its common stock under the 2026 Repurchase Program. As of March 31, 2026, there was $4.7 million remaining available for repurchases of the Corporation’s common stock under the 2026 Repurchase Program.

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USE OF CERTAIN NON-GAAP FINANCIAL MEASURES

The accounting and reporting policies of the Corporation conform to GAAP in the United States and prevailing practices in the banking industry. However, certain non-GAAP measures are used by management to supplement the evaluation of the Corporation’s performance. These include net tangible income attributable to the Corporation, ROTCE, tangible book value per share, and the following fully-taxable equivalent (FTE) measures: interest and fees on loans-FTE, interest and dividends on securities-FTE, total interest income-FTE and net interest income-FTE. Interest on tax-exempt loans and securities is presented on a taxable-equivalent basis (which converts the income on loans and investments for which no income taxes are paid to the equivalent yield as if income taxes were paid) using the federal corporate income tax rate of 21 percent that was applicable for all periods presented.

Management believes that the use of these non-GAAP measures provides meaningful information about operating performance by enhancing comparability with other financial periods, other financial institutions, and between different sources of interest income. The non-GAAP measures used by management enhance comparability by excluding the effects of balances of intangible assets, including goodwill, that vary significantly between institutions, and tax benefits that are not consistent across different opportunities for investment. These non-GAAP financial measures should not be considered an alternative to, or more important than, GAAP-basis financial statements, and other bank holding companies may define or calculate these or similar measures differently. A reconciliation of the non-GAAP financial measures used by the Corporation to evaluate and measure the Corporation’s performance to the most directly comparable GAAP financial measures is presented below.

TABLE 24: Non-GAAP Table

Three Months Ended March 31,
(Dollars in thousands) 2026 2025
Reconciliation of Certain Non-GAAP Financial Measures
Return on Average Tangible Common Equity
Average total equity, as reported $ 266,763 $ 230,795
Average goodwill (25,191) (25,191)
Average other intangible assets (896) (1,118)
Average noncontrolling interest (590) (637)
Average tangible common equity $ 240,086 $ 203,849
Net income $ 6,794 $ 5,395
Amortization of intangibles 25 62
Net income attributable to noncontrolling interest (47) (27)
Net tangible income attributable to C&F Financial Corporation $ 6,772 $ 5,430
Annualized return on average equity, as reported 10.19 % 9.35 %
Annualized return on average tangible common equity 11.28 % 10.65 %

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Three Months Ended March 31,
(Dollars in thousands) 2026 2025
Fully Taxable Equivalent Net Interest Income^1^
Interest and fees on loans $ 34,715 $ 32,382
FTE adjustment 47 46
FTE interest and fees on loans $ 34,762 $ 32,428
Interest and dividends on securities $ 3,780 $ 3,104
FTE adjustment 291 242
FTE interest and dividends on securities $ 4,071 $ 3,346
Total interest income $ 39,146 $ 35,988
FTE adjustment 338 288
FTE interest income $ 39,484 $ 36,276
Net interest income $ 27,709 $ 25,010
FTE adjustment 338 288
FTE net interest income $ 28,047 $ 25,298
1 Assuming a tax rate of 21%.
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March 31, December 31,
(Dollars in thousands except for per share amounts) 2026 2025
Tangible Book Value Per Share
Equity attributable to C&F Financial Corporation $ 265,470 $ 261,753
Less goodwill (25,191) (25,191)
Less other intangible assets (884) (909)
Tangible equity attributable to C&F Financial Corporation $ 239,395 $ 235,653
Shares outstanding 3,248,149 3,245,972
Book value per share $ 81.73 $ 80.64
Tangible book value per share $ 73.70 $ 72.60

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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This report contains statements concerning the Corporation’s expectations, plans, objectives or beliefs regarding future financial performance and other statements that are not historical facts, which may constitute “forward-looking statements” as defined by federal securities laws.  Forward-looking statements generally can be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “might,” “will,” “intend,” “target,” “should,” “could,” or similar expressions, are not statements of historical fact, and are based on management’s beliefs, assumptions and expectations regarding future events or performance as of the date of this report, taking into account all information currently available.  These statements may include, but are not limited to: statements regarding expected future operations and financial performance; expected trends in yields on loans; expected future recovery of investments in debt securities; future dividend payments and share repurchases; deposit trends; charge-offs and delinquencies; changes in cost of funds and net interest margin and items affecting net interest margin; strategic business initiatives, including our expansion into Southwest Virginia, and the anticipated effects thereof; changes in interest rates and the effects thereof on net interest income; expected impact of unrealized losses on earnings and regulatory capital of the Corporation or the Bank; expected renewal of unsecured federal funds agreements; expected impact of unrealized losses on earnings and regulatory capital of the Corporation or the Bank; mortgage loan originations; expectations regarding the Bank’s regulatory risk-based capital requirement levels; competition; our loan portfolio; our digital services; the adoption of artificial intelligence; deposit trends; improving operational efficiencies; retention of qualified loan officers and expectations regarding new mortgage loan originations; higher quality automobile loan contracts; expectations regarding the runoff of the marine and recreational vehicle portfolio; technology initiatives; our diversified business strategy; asset quality; credit quality; adequacy of allowances for credit losses and the level of future charge-offs; market interest rates and housing inventory and resulting effects on mortgage loan origination volume; sources of liquidity; adequacy of the reserve for indemnification losses related to loans sold in the secondary market; capital levels; the effect of future market and industry trends and conditions; the effects of future interest rate levels and fluctuations; cybersecurity risks; inflation; statements regarding the Transaction, including the Corporation’s expected gain to be recognized on the Transaction, and statements regarding the Corporation’s strategic restructuring of its securities available for sale portfolio following completion of the Transaction.  These forward-looking statements are subject to significant risks and uncertainties due to factors that could have a material adverse effect on the operations and future prospects of the Corporation including, but not limited to, changes in:

interest rates, such as volatility in short-term interest rates or yields on U.S. Treasury bonds, fluctuations in interest rates following actions by the Federal Reserve and increases or volatility in mortgage interest rates

●general business conditions, as well as conditions within the financial markets

●general economic conditions, including unemployment levels, inflation rates, supply chain disruptions, slowdowns in economic growth and government shutdowns

●general market conditions, including disruptions due to pandemics or significant health hazards, severe weather conditions, natural disasters, terrorist activities, financial crises, political crises, changes in trade policy and the implementation of tariffs, geopolitical tensions, war and other military conflicts (including the conflict in the Middle East and potential associated impacts on interest rates and energy prices) or other major events, or the prospect of these events

●average loan yields and securities yields and average costs of interest-bearing deposits and borrowings

●financial services industry conditions, including bank failures or rumors of such failures, the soundness of other financial institutions or concerns involving liquidity, along with actions taken by governmental agencies to address such conditions, and the effects on financial institutions, including us, on, among other things, the ability to attract or retain depositors and to borrow or raise capital

●labor market conditions, including attracting, hiring, training, motivating and retaining qualified employees

●the legislative and regulatory climate, regulatory initiatives with respect to financial institutions, products and services, the Consumer Financial Protection Bureau (the CFPB) and the regulatory and enforcement activities of the CFPB

●monetary and fiscal policies of the U.S. Government, including policies of the FDIC, U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System (the Federal Reserve Board), and the effect of these policies on interest rates and business in our markets

●demand for financial services in the Corporation’s market areas

●the value of securities held in the Corporation’s investment portfolios 61

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●the quality or composition of the loan portfolios and the value of the collateral securing those loans

●the inventory level, demand and fluctuations in the pricing of used automobiles, including sales prices of repossessed vehicles

●the level of automobile loan delinquencies or defaults and our ability to repossess automobiles securing delinquent automobile finance installment contracts

●the level of net charge-offs on loans and the adequacy of our allowance for credit losses

●the level of indemnification losses related to mortgage loans sold

●demand for loan products

●deposit flows

●the possibility that the expected financial impacts of the Transaction or the Corporation’s strategic restructuring of its securities available for sale portfolio following completion of the Transaction may differ from current expectations, including as a result of post-closing price or other adjustments to consideration received with respect to the Transaction, as well as business, economic, tax and other factors affecting the Transaction and the strategic restructuring of the Corporation’s securities portfolio

●the strength of the Corporation’s counterparties

●the availability of lines of credit from the FHLB and other counterparties

●competition from both banks and non-banks, including competition in the automobile finance market

●services provided by, or the level of the Corporation’s reliance upon, third parties for key services

●the commercial and residential real estate markets, including changes in property values

●the demand for residential mortgages and conditions in the secondary residential mortgage loan markets

●the Corporation’s technology initiatives and other strategic initiatives

●the Corporation’s branch expansion, relocation and consolidation plans

●cyber threats, attacks or events, including emerging issues related to the development and use of artificial intelligence that could give rise to legal or regulatory action or increase cybersecurity threats

●C&F Bank’s product offerings

●accounting principles, policies and guidelines, and elections made by the Corporation thereunder

These risks and uncertainties, and the risks discussed in more detail in Item 1A. “Risk Factors,” of Part I of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2025 and other reports filed with the SEC should be considered in evaluating the forward-looking statements contained herein.

Readers should not place undue reliance on any forward-looking statement. There can be no assurance that actual results will not differ materially from historical results or those expressed in or implied by such forward-looking statements, or that the beliefs, assumptions and expectations underlying such forward-looking statements will be proven to be accurate. Forward-looking statements are made as of the date of this report and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which the statement was made, except as otherwise required by law.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Corporation’s primary component of market risk is interest rate volatility. Fluctuations in interest rates will affect the amount of interest income and expense the Corporation receives or pays on a significant portion of its assets and liabilities and the market value of its interest-earning assets and interest-bearing liabilities, excluding those which have a very short term until maturity. The Corporation does not subject itself to foreign currency exchange rate risk or commodity price risk due to the current nature of its operations. The Corporation has established a comprehensive enterprise risk management program to monitor risks related to its operations, including market risk, and the Corporation’s Chief Risk Officer has primary responsibility for the enterprise risk management program.

The Corporation’s Asset/Liability Committee meets at least quarterly with the primary objective of maximizing current and future net interest income within acceptable levels of interest rate risk while satisfying liquidity and capital requirements. Management recognizes that a certain amount of interest rate risk is inherent and appropriate. Thus the goal of interest rate risk management is to maintain a balance between risk and reward such that net interest income is maximized while risk is maintained at an acceptable level. The objective of the Corporation’s liquidity management is to meet the Corporation’s liquidity requirements by ensuring the continuous availability of funds to satisfy the credit needs of our customers and the demands of our depositors, creditors and investors. Stable core deposits and a strong capital position are the components of a solid foundation for the Corporation’s liquidity position. Management continuously monitors cash flows, including deposit flows, loan fundings and draws, securities payments and borrowing maturities, and the impact of changes in interest rates on these cash flows. Additionally, management tracks uninsured deposits, unpledged securities and unpledged loans among other liquidity metrics.

The Corporation assumes interest rate risk in the normal course of operations. The fair values of most of the Corporation’s financial instruments will change when interest rates change and that change may be either favorable or unfavorable to the Corporation. Management attempts to match maturities and repricing dates of assets and liabilities to the extent believed necessary to balance minimizing interest rate risk and increasing net interest income in current market conditions. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates, maturities and repricing dates of assets and liabilities and attempts to manage interest rate risk by adjusting terms of new loans, deposits and borrowings, by investing in securities with terms that manage the Corporation’s overall interest rate risk, and in some cases by using derivative contracts to reduce the Corporation’s overall exposure to changes in interest rates. The Corporation does not enter into interest rate-sensitive instruments for trading purposes.

We use simulation analysis to assess earnings at risk and economic value of equity (EVE) analysis to assess economic value at risk. These methods allow management to regularly monitor both the direction and magnitude of the Corporation’s interest rate risk exposure. These modeling techniques involve assumptions and estimates that inherently cannot be measured with complete precision. Key assumptions in the analyses include maturity and repricing characteristics of both assets and liabilities, prepayments on amortizing assets, other embedded options, non-maturity deposit sensitivity and loan and deposit pricing. These assumptions are inherently uncertain due to the timing, magnitude and frequency of rate changes and changes in market conditions and management strategies, among other factors. However, the analyses are useful in quantifying risk and provide a relative gauge of the Corporation’s interest rate risk position over time.

Simulation analysis evaluates the potential effect of upward and downward changes in market interest rates on future net interest income. The analysis involves changing the interest rates used in determining net interest income over the next twelve months. The resulting percentage change in net interest income in various rate scenarios is an indication of the Corporation’s shorter-term interest rate risk. The analysis utilizes a “static” balance sheet approach, which assumes changes in interest rates without any management response to change the composition of the balance sheet. The measurement date balance sheet composition is maintained over the simulation time period with maturing and repayment dollars being rolled back into like instruments for new terms at current market rates. Additional assumptions are applied to modify volumes and pricing under the various rate scenarios. These assumptions include loan prepayments, time deposit early withdrawals, the sensitivity of deposit repricing to changes in market rates, withdrawal behavior of non-maturing deposits, and other factors that management deems significant.

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The simulation analysis results, based on a measurement date balance sheet as of March 31, 2026, for hypothetical changes in net interest income over the next twelve months are presented in the following table.

One-Year Net Interest Income Simulation (dollars in thousands)

Hypothetical Change in Net
Interest Income
Over the Next Twelve Months
as of
March 31, 2026 **** December 31, 2025
Assumed Market Interest Rate Shift ​ ​ ​ Dollars ​ ​ ​ Percentage **** Dollars ​ ​ ​ Percentage ****
-300 BP shock $ (11,543) (9.23) % $ (11,464) (9.41) %
-200 BP shock (8,047) (6.43) (7,971) (6.54)
-100 BP shock (3,697) (2.95) (3,669) (3.01)
+100 BP shock 1,165 0.93 1,233 1.01
+200 BP shock 2,282 1.82 2,177 1.79
+300 BP shock 3,319 2.65 3,010 2.47

These results indicate that the Corporation would expect net interest income to decrease over the next twelve months assuming an immediate downward shift in market interest rates of 100 BP to 300 BP and to increase if rates shifted upward to the same degree. As of March 31, 2026, the Corporation’s net interest income sensitivity to both an increase and decrease in market interest rates is similar to its position as of December 31, 2025 as the shifts in the mix of earning assets and in the mix of deposits and borrowings had minimal impact over the first three months of 2026.

The EVE analysis provides information on the risk inherent in the balance sheet that might not be taken into account in the simulation analysis due to the shorter time horizon used in that analysis. The EVE of the balance sheet is defined as the discounted present value of expected asset cash flows minus the discounted present value of the expected liability cash flows. The analysis involves changing the interest rates used in determining the expected cash flows and in discounting the cash flows. The resulting percentage change in net present value in various rate scenarios is an indication of the longer term repricing risk and options embedded in the balance sheet.

The EVE analysis results are presented in the following table.

Static EVE Change (dollars in thousands)

Hypothetical Change in EVE
as of
March 31, 2026 December 31, 2025
Assumed Market Interest Rate Shift ​ ​ ​ Dollars ​ ​ ​ Percentage **** Dollars Percentage
-300 BP shock $ (42,802) (9.30) % $ (44,627) (10.12) %
-200 BP shock (21,508) (4.67) (22,242) (5.05)
-100 BP shock (5,448) (1.18) (6,307) (1.43)
+100 BP shock (1,784) (0.39) (1,088) (0.25)
+200 BP shock (6,369) (1.38) (5,618) (1.27)
+300 BP shock (12,359) (2.69) (11,934) (2.71)

These results as of March 31, 2026 indicate that the EVE would decrease assuming an immediate downward or upward shift in market interest rates of 100 BP to 300 BP. As of March 31, 2026, the Corporation’s EVE is slightly less sensitive to a decrease in market interest rates and slightly more sensitive to an increase in market interest rates as compared to its position as of December 31, 2025 due primarily to changes in the duration of both assets and liabilities as a result of shifts in the mix of earning assets and in the mix of deposits and borrowings.

Certain shortcomings are inherent in the methodology used in the above interest rate risk analyses.  Modeling changes in forecasted cash flows and EVE requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates, and certain assumed scenarios may be impractical to model under different economic circumstances.  In a falling rate environment, the analyses assume that rate-sensitive assets 64

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are repriced downward, subject to floors on certain loans, while certain deposit rates are not allowed to decrease below zero.

The Corporation uses interest rate swaps to manage select exposures to interest rate risk. Interest rate swaps involve the exchange of fixed and variable rate interest payments between two parties, based on a common notional principal amount and maturity date with no exchange of underlying principal amounts. The Corporation has interest rate swaps that qualify as cash flow hedges. The cash flow hedges effectively modify the Corporation’s exposure to interest rate risk associated with the Corporation’s trust preferred capital notes by converting variable rates of interest on the trust preferred capital notes to fixed rates of interest for periods ending between June 2026 and June 2029. Also, as part of the Corporation’s overall strategy for maximizing net interest income while managing interest rate risk, the Corporation enters into interest rate swaps in connection with originating loans to certain commercial borrowers as a means to offer a fixed-rate instrument to the borrower while effectively retaining a variable-rate exposure.

The mortgage banking segment enters into IRLCs with customers to originate loans for which the interest rates are determined prior to funding.  The mortgage banking segment then mitigates interest rate risk on these IRLCs and loans held for sale by entering into forward sales contracts with investors at the time that interest rates are locked for loans to be delivered on a best efforts basis. IRLCs are derivative financial instruments.

We believe that our current interest rate exposure is manageable and within our current interest rate risk guidelines.

ITEM 4.CONTROLS AND PROCEDURES

The Corporation’s management, including the Corporation’s Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Corporation’s disclosure controls and procedures were effective as of March 31, 2026 to ensure that information required to be disclosed by the Corporation in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Corporation’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Corporation or its subsidiary to disclose material information required to be set forth in the Corporation’s periodic reports.

There were no changes in the Corporation’s internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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PART II – OTHER INFORMATI O N


ITEM 1.LEGAL PROCEEDINGS

In the normal course of business, the Corporation is subject to various legal and administrative proceedings and claims. Legal and administrative proceedings are subject to inherent uncertainties and unfavorable rulings could occur, and the timing and outcome of any legal or administrative proceeding cannot be predicted with certainty. As of March 31, 2026, the Corporation is not involved in any material pending or threatened legal proceedings other than proceedings occurring in the ordinary course of business.

ITEM 1A.RISK FACTORS

There have been no material changes in the risk factors faced by the Corporation from those disclosed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The Corporation’s Board of Directors authorized a program, effective January 1, 2026 through December 31, 2026, to repurchase up to $5.0 million of the Corporation’s common stock (the 2026 Repurchase Program).  Repurchases under the 2026 Repurchase Program may be made through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Exchange Act and shares repurchased will be returned to the status of authorized and unissued shares of common stock. The timing, number and purchase price of shares repurchased under the 2026 Repurchase Program, if any, will be determined by management in its discretion and will depend on a number of factors including the market price of the shares, general market and economic conditions, applicable legal requirements, and other conditions, and there is no assurance that the Corporation will purchase any shares under the 2026 Repurchase Program. There were 4,279 shares repurchased under the 2026 Repurchase Program during the first quarter of 2026 for an aggregate cost of $309,000 under the 2026 Repurchase Program.

The following table summarizes repurchases of the Corporation’s common stock that occurred during the three months ended March 31, 2026.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum Number ****
(or Approximate ****
Total Number of Dollar Value) of ****
Shares Purchased as Shares that May Yet ****
Part of Publicly Be Purchased ****
Total Number of Average Price Paid Announced Plans or Under the Plans or ****
Period Shares Purchased^1^ per Share Programs Programs ****
January 1, 2026 - January 31, 2026 **** $ **** $ 5,000,000
February 1, 2026 - February 28, 2026^^ **** 596 $ 77.07 **** $ 5,000,000
March 1, 2026 - March 31, 2026 **** 7,850 $ 72.47 **** 4,279 $ 4,691,170
Total **** 8,446 $ 72.79 **** 4,279

1 During the three months ended March 31, 2026, 4,167 shares were withheld upon the vesting of restricted shares granted to employees of the Corporation and its subsidiaries in order to satisfy tax withholding obligations.

ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933). 66

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ITEM 6.EXHIBITS

3.1 Amended and Restated Articles of Incorporation of C&F Financial Corporation, effective March 7, 1994 (incorporated by reference to Exhibit 3.1 to Form 10-Q filed November 8, 2017)
3.1.1 Amendment to Articles of Incorporation of C&F Financial Corporation, effective January 8, 2009 (incorporated by reference to Exhibit 3.1.1 to Form 8-K filed January 14, 2009)
3.2 Amended and Restated Bylaws of C&F Financial Corporation, as adopted December 15, 2020 (incorporated by reference to Exhibit 3.1 to Form 8-K filed December 17, 2020)
31.1 Certification of CEO pursuant to Rule 13a-14(a)
31.2 Certification of CFO pursuant to Rule 13a-14(a)
32 Certification of CEO/CFO pursuant to 18 U.S.C. Section 1350
101 The following financial statements from the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL, filed herewith: (i) the Consolidated Balance Sheets (unaudited), (ii) the Consolidated Statements of Income (unaudited), (iii) the Consolidated Statements of Comprehensive Income (unaudited), (iv) the Consolidated Statements of Equity (unaudited), (v) the Consolidated Statements of Cash Flows (unaudited) and (vi) the Notes to Consolidated Financial Statements (unaudited)
104 The cover page from the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL (included within Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

C&F FINANCIAL CORPORATION
(Registrant)
Date: May 11, 2026 By: /s/ Thomas F. Cherry
Thomas F. Cherry
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 11, 2026 /s/ Jason E. Long
Jason E. Long
Executive Vice President, Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)

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Exhibit 31.1

CERTIFICATIONS

I, Thomas F. Cherry, certify that:

  1. I have reviewed this quarterly report on Form 10-Q of C&F Financial Corporation;

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  1. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date May 11, 2026
/s/ Thomas F. Cherry
Thomas F. Cherry
President and Chief Executive Officer

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Exhibit 31.2

CERTIFICATIONS

I, Jason E. Long, certify that:

  1. I have reviewed this quarterly report on Form 10-Q of C&F Financial Corporation;

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  1. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

4
Date May 11, 2026
/s/ Jason E. Long
Jason E. Long
Executive Vice President, Chief Financial Officer and Secretary

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Exhibit 32

CERTIFICATION

The undersigned, as the chief executive officer and the chief financial officer of C&F Financial Corporation, respectively, certify that to the best of their knowledge and belief the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which accompanies this certification, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of C&F Financial Corporation at the dates and for the periods indicated. The foregoing certification is made pursuant to §906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350), and shall not be relied upon for any other purpose. The undersigned expressly disclaim any obligation to update the foregoing certification except as required by law.

Date May 11, 2026
/s/ Thomas F. Cherry
Thomas F. Cherry
President and Chief Executive Officer

Date May 11, 2026
/s/ Jason E. Long
Jason E. Long
Executive Vice President, Chief Financial Officer and Secretary

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