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8-K

Choiceone Financial Services Inc (COFS)

8-K 2025-07-25 For: 2025-07-25
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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 25, 2025

ChoiceOne Financial Services, Inc.

(Exact Name of Registrant as Specified in its Charter)

Michigan<br>(State or Other Jurisdiction<br>of Incorporation) 001-39209<br>(Commission<br>File Number) 38-2659066<br>(IRS Employer<br>Identification No.)
109 East Division Street<br>Sparta, Michigan<br>(Address of Principal Executive Offices) 49345<br>(Zip Code)
--- ---

Registrant's telephone number, including area code: (616)

887-7366

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 COFS NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 25, 2025, ChoiceOne Financial Services, Inc. issued the press release attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference. This Report and the Exhibit are furnished to, and not filed with, the Commission.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
--- --- ---
99.1 Press Release dated July 25, 2025. This Exhibit is furnished to, and not filed with, the Commission.
104 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Dated: July 25, 2025 CHOICEONE FINANCIAL SERVICES, INC.<br>(Registrant)
By: /s/ Adom J. Greenland
Adom J. Greenland<br>Its Chief Financial Officer and Treasurer

EX-99.1

EXHIBIT 99.1

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News Release

ChoiceOne Reports Second Quarter 2025 Results

Sparta, Michigan – July 25, 2025 – ChoiceOne Financial Services, Inc. ("ChoiceOne", NASDAQ:COFS), the parent company for ChoiceOne Bank, reported financial results for the quarter ended June 30, 2025. On March 1, 2025, ChoiceOne completed the merger (the “Merger”) of Fentura Financial, Inc. (“Fentura”), the former parent company of The State Bank, with and into ChoiceOne with ChoiceOne surviving the merger. On March 14, 2025, the consolidation of The State Bank with and into ChoiceOne Bank with ChoiceOne Bank surviving the consolidation was completed.

Significant items impacting comparable second quarter 2024 and 2025 results include the following:

  • The total assets, loans and deposits acquired in the Merger were approximately $1.8 billion, $1.4 billion and $1.4 billion, respectively.
  • Merger related expenses, net of taxes, of approximately $132,000 and $13.9 million ($0.01 and $1.08 per diluted share) for the three and six months ended June 30, 2025, respectively. Management does not anticipate material merger expenses going forward.
  • Merger related provision for credit losses, net of taxes, of $9.5 million during the first quarter ended March 31, 2025, or $0.73 per diluted share as of June 30, 2025.

Highlights

  • ChoiceOne reported net income of $13,534,000 and a net loss of $372,000 for the three and six months ended June 30, 2025, compared to net income of $6,586,000 and $12,220,000 for the same periods in the prior year, respectively. Net income excluding merger expenses, net of taxes, and merger related provision for credit losses, net of taxes was $13,666,000 and $22,976,000 for the three and six months ended June 30, 2025, respectively.
  • Diluted earnings per share was $0.90 for the three months ended June 30, 2025 and diluted loss per share was $0.03 per share for the six months ended June 30, 2025, compared to diluted earnings per share of $0.87 and $1.61 in the same periods in the prior year. Diluted earnings per share excluding merger expenses, net of taxes, and merger related provision for credit losses, net of taxes, were $0.91 and $1.78 for the three and six months ended June 30, 2025.
  • In the second quarter of 2025, ChoiceOne's GAAP net interest margin rose significantly to 3.66%, up from 2.95% in the same period of 2024. GAAP net interest income also saw a substantial increase, reaching $36.3 million compared to $18.4 million in the second quarter of 2024. This growth was primarily due to the additional net interest income added through the Merger beginning on March 1, 2025. Accretion income from purchased loans increased GAAP net interest margin by 36 basis points for the second quarter of 2025.
  • Core loans, which exclude held for sale loans and loans to other financial institutions, declined by $4.8 million or less than 1% on an annualized basis during the second quarter of 2025 and grew organically by $140.1 million or 10.0% during the twelve months ended June 30, 2025. Core loans grew by $1.4 billion due to the Merger on March 1, 2025. Loan interest income increased $24.6 million in the second quarter of 2025 compared to the same period in 2024. Interest income for the three months ended June 30, 2025 includes $3.5 million of interest income accretion due to loans purchased.
  • Deposits, excluding brokered deposits, declined by $98.0 million as of June 30, 2025, compared to March 31, 2025, primarily due to seasonal municipal fluctuations and some reduction of higher cost deposits acquired from the Merger.
  • Asset quality continues to remain strong, with annualized net loan charge-offs to average loans of 0.06% and nonperforming loans to total loans (excluding loans held for sale) of 0.66% as of June 30, 2025. Notably, 0.41% of the nonperforming loans to total loans (excluding loans held for sale) is attributed to loans purchased with credit deterioration acquired through the Merger.

“We are pleased to report another outstanding quarter at ChoiceOne, highlighted by record net income and an expansion in our net interest margin,” said Kelly Potes, Chief Executive Officer. “These results reflect the successful execution of our strategic merger with Fentura and The State Bank, which has strengthened our market position and enhanced our ability to serve our communities. As we move forward, we remain focused on delivering long-term value to our customers, employees, and shareholders.”

ChoiceOne reported net income of $13,534,000 and a net loss of $372,000 for the three and six months ended June 30, 2025, compared to net income of $6,586,000 and $12,220,000 for the same periods in the prior year, respectively. Net income excluding merger expenses, net of taxes, and merger related provision for credit losses, net of taxes was $13,666,000 and $22,976,000 for the three and six months ended June 30, 2025, respectively. Diluted earnings per share was $0.90 for the three months ended June 30, 2025 and diluted loss per share was $0.03 per share for the six months ended June 30, 2025, compared to diluted earnings per share of $0.87 and $1.61 in the same periods in the prior year. Diluted earnings per share excluding merger expenses, net of taxes, and merger related provision for credit losses, net of taxes, were $0.91 and $1.78 for the three and six months ended June 30, 2025.

As of June 30, 2025, total assets were $4.3 billion, an increase of $1.7 billion compared to June 30, 2024. The growth is primarily attributed to the Merger. This growth was offset by a $33.5 million reduction in loans to other financial institutions and a $14.5 million reduction in securities on June 30, 2025 compared to June 30, 2024. Loans to other financial institutions consist of a warehouse line of credit used to facilitate mortgage loan originations, with interest rates that fluctuate in line with the national mortgage market. This decline is attributed to ChoiceOne's strategic shift towards a higher percentage of internally driven originations. The reduction in securities occurred as ChoiceOne chose to restructure much of the acquired securities portfolio purchased in the Merger in order to reduce high cost wholesale funding.

Core loans, which exclude held for sale loans and loans to other financial institutions, declined by $4.8 million or less than 1% on an annualized basis during the second quarter of 2025 and grew organically by $140.1 million or 10.0% during the twelve months ended June 30, 2025. Core loans grew by $1.4 billion due to the Merger on March 1, 2025. Loan interest income increased $24.6 million in the second quarter of 2025 compared to the same period in 2024. Interest income for the three months ended June 30, 2025 includes $3.5 million of interest income accretion due to loans purchased. Of this amount, $2.4 million was calculated using the effective interest rate method of amortization, while the remaining $1.1 million resulted from accretion through unexpected payoffs and paydowns of loans with an associated fair value mark. Estimated accretion income from purchased loans for the remainder of 2025 using the effective interest method of amortization is $4.1 million; however, actual results will be dependent on prepayment speeds and other factors.

Deposits, excluding brokered deposits, declined by $98.0 million as of June 30, 2025,compared to March 31, 2025, primarily due to seasonal municipal fluctuations and some reduction of higher cost deposits acquired from the Merger. Deposits, excluding brokered deposits, increased by $1.4 billion as of June 30, 2025, compared to June 30, 2024 as a result of the Merger. ChoiceOne continues to be proactive in managing its liquidity position by using brokered deposits and FHLB advances to ensure ample liquidity. At June 30, 2025, total available borrowing capacity secured by pledged assets was $1.2 billion. ChoiceOne can increase its borrowing capacity by utilizing unsecured federal fund lines and pledging additional assets. Uninsured deposits totaled $1.1 billion or 29.6% of deposits at June 30, 2025.

ChoiceOne's annualized cost of deposits to average total deposits has increased by 9 basis points from June 30, 2024 to June 30, 2025, as higher cost deposits were acquired in the Merger. The increase was slightly offset by the decline in the cost of CD's during the same time period. ChoiceOne has been able to mitigate the increase in the annualized cost of deposits to average total deposits by paying down borrowings in order to decrease the cost of funds to average total deposits to an annualized 1.84% in the second quarter of 2025, down from 1.92% in the second quarter of 2024. If rates continue to decline, we anticipate further reductions in deposit costs, although these will be tempered by decreased cash flows from pay-fixed interest rate swaps. Interest expense on borrowings for the three months ended June 30, 2025, declined by $536,000 compared to the same period in the prior year. As of June 30, 2025, the total borrowed balance at the FHLB was $195.0 million at a weighted average fixed rate of 4.36%, with $155.0 million due within 12 months.

The provision for credit losses on loans was $650,000 in the second quarter of 2025, due primarily to changes in forecast metrics per the Federal Open Market Committee. The ratio of the allowance for credit losses to total loans (excluding loans held for sale) was 1.19% on June 30, 2025 compared to 1.07% on December 31, 2024. Asset quality continues to remain strong, with annualized net loan charge-offs to average loans of 0.06% and nonperforming loans to total loans (excluding loans held for sale) of 0.66% as of June 30, 2025. Notably, 0.41% of the nonperforming loans to total loans (excluding loans held for sale) is attributed to loans purchased with credit deterioration acquired through the Merger.

ChoiceOne uses interest rate swaps to manage interest rate exposure to certain fixed rate assets and variable rate liabilities. On June 30, 2025, ChoiceOne held pay-fixed interest rate swaps with a total notional value of $351.0 million, a weighted average coupon of 3.12%, a fair value of $7.9 million and an average remaining contract length of 6.9 years. These derivative instruments change in value as rates rise or fall inverse to the change in unrealized losses of the available for sale portfolio due to rates. Settlements from swaps amounted to $1.3 million for the second quarter of 2025 compared to $1.3 million for the first quarter of 2025. In addition to the pay-fixed interest rate swaps, ChoiceOne also employs back-to-back swaps on select commercial loans, with the impact reflected in interest income.

As of June 30, 2025, shareholders’ equity was $431.8 million, a significant increase from $214.5 million on June 30, 2024. This growth was primarily driven by the Merger, in which ChoiceOne issued 6,070,836 shares of common stock on March 1, 2025, valued at $193.0 million. Additionally, the sale of 1,380,000 shares of common stock at $25.00 per share on July 26, 2024, generated $34.5 million in aggregate gross proceeds (before deducting discounts and estimated offering expenses). However, this was slightly offset by a minor decline in retained earnings. ChoiceOne Bank continues to be “well-capitalized,” with a total risk-based capital ratio of 12.4% as of June 30, 2025, compared to 13.2% on June 30, 2024, primarily due to the impact of the Merger.

Noninterest income increased by $2.4 million and $3.3 million for the three and six months ended June 30, 2025, compared to the same periods in the prior year. This increase was partly driven by higher credit and debit card fees, which rose due to increased volume from the Merger. Additionally, ChoiceOne recognized income from two death benefit claims during the quarter for an additional $299,000. Trust income also increased as a result of higher estate settlement fees and customers obtained from the Merger.

Noninterest expense increased by $11.2 million and $33.2 million for the three and six months ended June 30, 2025, compared to the same periods in 2024. The year to date increase was largely due to merger-related expenses of $17.4 million during the six months ended June 30, 2025, compared to $0 in the same period in the prior year. Management does not anticipate material merger expenses going forward. The remainder of the increase was primarily due to the addition of Fentura on March 1, 2025. ChoiceOne is committed to managing costs strategically while making prudent investments to sustain our competitive edge and provide exceptional value to our customers, shareholders, and communities.

"Our strong second quarter results, including record net income and a substantial increase in net interest margin, reflect the early benefits of the Merger. As we complete integration efforts, we believe in our ability to unlock long-term value through operational efficiencies, a broader customer base, and the exceptional talent that has joined our team. We remain committed to delivering outstanding service and sustainable growth for our customers, communities, and shareholders,” said Kelly Potes, Chief Executive Officer.

About ChoiceOne

ChoiceOne Financial Services, Inc. is a financial holding company headquartered in Sparta, Michigan, with assets over $4 billion, and the parent corporation of ChoiceOne Bank. Member FDIC. ChoiceOne Bank operates 56 offices in West, Central and Southeast Michigan. ChoiceOne Bank offers insurance and investment products through its subsidiary, ChoiceOne Insurance Agencies, Inc. ChoiceOne Financial Services, Inc. common stock is quoted on the Nasdaq Capital Market under the symbol “COFS.” For more information, please visit Investor Relations at ChoiceOne’s website choiceone.bank.

Forward-Looking Statements

This news release contains forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “may,” “could,” “look forward,” “continue”, “future” and variations of such words and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of ChoiceOne with respect to the Merger, including the strategic benefits and financial benefits of the Merger. These statements reflect current beliefs as to the expected outcomes of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed, implied or forecasted in such forward-looking statements. Furthermore, ChoiceOne does not undertake any obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

Risk factors include, but are not limited to, the risk factors described in Item 1A in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2024 and in any of ChoiceOne’s subsequent SEC filings, which are available on the SEC’s website, www.sec.gov.

Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this presentation includes certain non-GAAP financial measures. ChoiceOne believes these non-GAAP financial measures provide additional information that is useful to investors in helping to understand underlying financial performance and condition and trends of ChoiceOne.

Non-GAAP financial measures have inherent limitations. Readers should be aware of these limitations and should be cautious with respect to the use of such measures. To compensate for these limitations, non-GAAP measures are used as comparative tools, together with GAAP measures, to assist in the evaluation of operating performance or financial condition. These measures are also calculated

using the appropriate GAAP or regulatory components in their entirety and are computed in a manner intended to facilitate consistent period-to-period comparisons. ChoiceOne’s method of calculating these non-GAAP measures may differ from methods used by other companies. These non-GAAP measures should not be considered in isolation or as a substitute for those financial measures prepared in accordance with GAAP or in-effect regulatory requirements.

Where non-GAAP financial measures are used, the most directly comparable GAAP or regulatory financial measure, as well as the reconciliation to the most directly comparable GAAP or regulatory financial measure, can be found in the tables to this news release under the heading non-GAAP reconciliation.

For Further Information:

Adom Greenland

Executive Vice President & CFO

(616) 887 – 2334

IR@ChoiceOne.bank

Condensed Balance Sheets (Unaudited)

(In thousands) June 30, 2025 March 31, 2025 June 30, 2024
Cash and cash equivalents $ 156,280 $ 139,421 $ 101,002
Equity securities, at fair value 9,582 9,328 7,502
Securities Held to Maturity 390,457 394,434 392,699
Securities Available for Sale 479,426 480,650 491,670
Federal Home Loan Bank stock 18,562 18,562 4,449
Federal Reserve Bank stock 12,547 12,357 5,066
Loans held for sale 7,639 3,941 5,946
Loans to other financial institutions 3,033 2,393 36,569
Core loans 2,917,759 2,922,562 1,400,958
Total loans held for investment 2,920,792 2,924,955 1,437,527
Allowance for credit losses (34,798 ) (34,567 ) (16,152 )
Loans, net of allowance for credit losses 2,885,994 2,890,388 1,421,375
Premises and equipment 45,667 44,284 27,370
Cash surrender value of life insurance policies 73,673 73,765 45,384
Goodwill 126,730 126,730 59,946
Core deposit intangible 33,421 35,153 1,448
Other assets 70,274 76,378 59,210
Total Assets $ 4,310,252 $ 4,305,391 $ 2,623,067
Noninterest-bearing deposits $ 943,873 $ 912,033 $ 517,137
Interest-bearing deposits 2,542,526 2,672,401 1,582,365
Brokered deposits 106,225 67,295 27,177
Borrowings 198,428 137,330 210,000
Subordinated debentures 48,277 48,186 35,630
Other liabilities 39,162 41,078 36,239
Total Liabilities 3,878,491 3,878,323 2,408,548
Common stock and paid-in capital, no par value; shares authorized: 30,000,000; shares outstanding: 15,008,864 at June 30, 2025, 14,975,034 at March 31, 2025, and 7,573,618 at June 30, 2024. 398,201 398,075 173,984
Retained earnings 82,647 73,316 81,836
Accumulated other comprehensive income (loss), net (49,087 ) (44,323 ) (41,301 )
Shareholders' Equity 431,761 427,068 214,519
Total Liabilities and Shareholders’ Equity $ 4,310,252 $ 4,305,391 $ 2,623,067

Condensed Statements of Operations (Unaudited)

Three Months Ended Six Months Ended
(Dollars in thousands, except per share data) June 30, June 30,
2025 2024 2025 2024
Interest income
Loans, including fees $ 46,533 $ 21,971 $ 79,174 $ 42,757
Securities:
Taxable 5,264 5,471 9,994 10,819
Tax exempt 1,393 1,410 2,802 2,822
Other 735 1,092 1,914 1,978
Total interest income 53,925 29,944 93,884 58,376
Interest expense
Deposits 14,840 8,325 25,556 17,102
Advances from Federal Home Loan Bank 1,659 463 3,711 904
Other 1,104 2,785 1,984 5,525
Total interest expense 17,603 11,573 31,251 23,531
Net interest income 36,322 18,371 62,633 34,845
Provision for credit losses on loans 650 272 13,813 675
Provision for (reversal of) credit losses on unfunded commitments - (272 ) - (675 )
Net Provision for credit losses expense 650 - 13,813 -
Net interest income after provision 35,672 18,371 48,820 34,845
Noninterest income
Customer service charges 1,401 1,146 2,582 2,289
Credit and debit card fees 2,083 1,516 3,592 2,778
Insurance and investment commissions 540 190 835 388
Gains on sales of loans 355 525 799 979
Net gains (losses) on sales and write downs of other assets 3 11 13 12
Earnings on life insurance policies 844 305 1,233 800
Trust income 596 220 1,102 433
Change in market value of equity securities 239 (71 ) 346 (36 )
Other 442 241 923 491
Total noninterest income 6,503 4,083 11,425 8,134
Noninterest expense
Salaries and benefits 13,731 8,264 24,051 16,095
Occupancy and equipment 2,432 1,477 4,151 2,939
Data processing 2,439 1,468 4,438 2,808
Communication 561 312 941 642
Professional fees 947 593 1,644 1,208
Supplies and postage 305 168 549 346
Advertising and promotional 260 199 516 349
Intangible amortization 1,732 203 2,412 406
FDIC insurance 550 390 1,005 765
Merger related expenses 166 - 17,369 -
Other 2,383 1,204 4,095 2,404
Total noninterest expense 25,506 14,278 61,171 27,962
Income (loss) before income tax 16,669 8,176 (926 ) 15,017
Income tax expense (benefit) 3,135 1,590 (554 ) 2,797
Net income (loss) $ 13,534 $ 6,586 $ (372 ) $ 12,220
Basic earnings (loss) per share $ 0.90 $ 0.87 $ (0.03 ) $ 1.62
Diluted earnings (loss) per share $ 0.90 $ 0.87 $ (0.03 ) $ 1.61
--- --- --- --- --- --- --- --- --- ---
Dividends declared per share $ 0.28 $ 0.27 $ 0.56 $ 0.54
Three Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
2025 2024
(Dollars in thousands) Average Average
Balance Interest Rate Balance Interest Rate
Assets:
Loans (1)(3)(4)(5) $ 2,936,168 $ 46,551 6.36 % $ 1,435,966 $ 21,981 6.16 %
Taxable securities (2) 695,546 5,264 3.04 696,023 5,471 3.16
Nontaxable securities (1) 289,061 1,764 2.45 290,258 1,785 2.47
Other 63,416 735 4.65 80,280 1,092 5.47
Interest-earning assets 3,984,191 54,314 5.47 2,502,527 30,329 4.87
Noninterest-earning assets 314,322 145,189
Total assets $ 4,298,513 $ 2,647,716
Liabilities and Shareholders' Equity:
Interest-bearing demand deposits $ 1,332,318 $ 6,163 1.86 % $ 876,344 $ 2,921 1.34 %
Savings deposits 595,362 1,003 0.68 333,056 649 0.78
Certificates of deposit 646,247 6,353 3.94 391,620 4,331 4.45
Brokered deposit 120,720 1,321 4.39 34,218 424 4.98
Borrowings 169,257 1,945 4.61 210,000 2,480 4.75
Subordinated debentures 48,971 689 5.65 35,596 412 4.65
Other 11,763 129 4.39 26,426 356 5.41
Interest-bearing liabilities 2,924,638 17,603 2.41 1,907,260 11,573 2.44
Demand deposits 915,637 516,308
Other noninterest-bearing liabilities 30,695 13,406
Total liabilities 3,870,970 2,436,974
Shareholders' equity 427,543 210,742
Total liabilities and shareholders' equity $ 4,298,513 $ 2,647,716
Net interest income (tax-equivalent basis) (Non-GAAP) (1) $ 36,711 $ 18,756
Net interest margin (tax-equivalent basis) (Non-GAAP) (1) 3.70 % 3.01 %
  • Adjusted to a fully tax-equivalent basis to facilitate comparison to the taxable interest-earning assets. The adjustment uses an incremental tax rate of 21%. The presentation of these measures on a tax-equivalent basis is not in accordance with GAAP, but is customary in the banking industry. These non-GAAP measures ensure comparability with respect to both taxable and tax-exempt loans and securities.
  • Taxable securities include dividend income from Federal Home Loan Bank and Federal Reserve Bank stock.
  • Loans include both loans to other financial institutions and loans held for sale.
  • Non-accruing loan balances are included in the balances of average loans. Non-accruing loan average balances were $16.8 million and $1.9 million in the second quarter of 2025 and 2024, respectively.
  • Interest on loans included net origination fees and accretion income. Accretion income was $3.5 million and $279,000 in the second quarter of 2025 and 2024, respectively.

Income Adjusted for Merger Expenses - Non-GAAP Reconciliation

(Unaudited)

Three Months Ended Six Months Ended Three months Ended
June 30, June 30, March 31, December 31, September 31,
2025 2024 2025 2024 2025 2024 2024
(In Thousands, Except Per Share Data)
Net income (loss) $ 13,534 $ 6,586 $ (372 ) $ 12,220 $ (13,906 ) $ 7,159 $ 7,348
Merger related expenses net of tax 132 - 13,885 - 13,753 373 633
Merger related provision for credit losses, net of tax (1) - - 9,463 - 9,463 - -
Adjusted net income $ 13,666 $ 6,586 $ 22,976 $ 12,220 $ 9,310 $ 7,532 $ 7,981
Weighted average number of shares 14,999,067 7,569,241 12,849,509 7,560,960 10,676,068 8,963,258 8,567,548
Diluted average shares outstanding 15,035,113 7,604,963 12,888,899 7,598,215 10,740,077 9,024,567 8,615,500
Basic earnings (loss) per share $ 0.90 $ 0.87 $ (0.03 ) $ 1.62 $ (1.30 ) $ 0.79 $ 0.86
Diluted earnings (loss) per share $ 0.90 $ 0.87 $ (0.03 ) $ 1.61 $ (1.29 ) $ 0.79 $ 0.85
Adjusted basic earnings per share $ 0.91 $ 0.87 $ 1.79 $ 1.62 $ 0.87 $ 0.84 $ 0.94
Adjusted diluted earnings per share $ 0.91 $ 0.87 $ 1.78 $ 1.61 $ 0.86 $ 0.83 $ 0.93

(1) Merger related provision for credit loss represents the calculated credit loss on Non-PCD loans acquired during the Merger on March 1, 2025.

NON-GAAP Reconciliation 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr. 2024 2nd<br>Qtr.
Net interest income (tax-equivalent basis) (Non-GAAP) $ 36,711 $ 26,710 $ 19,739 $ 20,631 $ 18,756
Net interest margin (fully tax-equivalent) 3.70 % 3.48 % 3.04 % 3.23 % 3.01 %
Reconciliation to Reported Net Interest Income
Net interest income (tax-equivalent basis) (Non-GAAP) $ 36,711 $ 26,710 $ 19,739 $ 20,631 $ 18,756
Adjustment for taxable equivalent interest (389 ) (399 ) (390 ) (383 ) (385 )
Net interest income (GAAP) $ 36,322 $ 26,311 $ 19,349 $ 20,248 $ 18,371
Net interest margin (GAAP) 3.66 % 3.43 % 2.98 % 3.17 % 2.95 %
(dollars in thousands) 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr. 2024 2nd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total assets $ 4,310,252 $ 4,305,391 $ 2,723,243 $ 2,726,003 $ 2,623,067
Less: goodwill 126,730 126,730 59,946 59,946 59,946
Less: core deposit intangible 33,421 35,153 1,096 1,250 1,448
Tangible assets $ 4,150,101 $ 4,143,508 $ 2,662,201 $ 2,664,807 $ 2,561,673
Total equity $ 431,761 $ 427,068 $ 260,415 $ 247,746 $ 214,519
Less: goodwill 126,730 126,730 59,946 59,946 59,946
Less: core deposit intangible 33,421 35,154 1,096 1,250 1,448
Tangible common equity $ 271,610 $ 265,184 $ 199,373 $ 186,550 $ 153,125
Tangible common equity to tangible assets 6.54 % 6.40 % 7.49 % 7.00 % 5.98 %
(dollars in thousands) 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr. 2024 2nd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Net income $ 13,534 $ (13,906 ) $ 7,159 $ 7,348 $ 6,586
Less: intangible amortization (tax affected at 21%) 1,369 537 121 156 160
Adjusted net income $ 12,165 $ (14,443 ) $ 7,038 $ 7,192 $ 6,426
Average shareholders' equity $ 427,543 $ 302,537 $ 254,737 $ 237,875 $ 210,742
Less: average goodwill 126,730 83,030 59,946 59,946 59,946
Less: average core deposit intangible 34,356 12,983 1,179 1,355 1,553
Average tangible common equity $ 266,457 $ 206,524 $ 193,612 $ 176,574 $ 149,243
Return on average tangible common equity 18.26 % -27.97 % 14.54 % 16.29 % 17.22 %

Other Selected Financial Highlights

(Unaudited)

Quarterly
Earnings 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr. 2024 2nd<br>Qtr.
(in thousands except per share data)
Net interest income $ 36,322 $ 26,311 $ 19,349 $ 20,248 $ 18,371
Net provision expense 650 13,163 200 425 -
Noninterest income 6,503 4,922 4,994 4,867 4,083
Noninterest expense 25,506 35,665 15,344 15,417 14,278
Net income (loss) before federal income tax expense 16,669 (17,595 ) 8,799 9,273 8,176
Income tax expense (benefit) 3,135 (3,689 ) 1,640 1,925 1,590
Net income (loss) 13,534 (13,906 ) 7,159 7,348 6,586
Basic earnings (loss) per share 0.90 (1.30 ) 0.79 0.86 0.87
Diluted earnings (loss) per share 0.90 (1.29 ) 0.79 0.85 0.87
Adjusted basic earnings per share 0.91 0.87 0.84 0.94 0.87
Adjusted diluted earnings per share 0.91 0.86 0.83 0.93 0.87
End of period balances 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr. 2024 2nd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- ---
(in thousands)
Gross loans $ 2,928,431 $ 2,928,896 $ 1,552,928 $ 1,509,944 $ 1,443,473
Loans held for sale (1) 7,639 3,941 7,288 5,994 5,946
Loans to other financial institutions (2) 3,033 2,393 39,878 38,492 36,569
Core loans (gross loans excluding 1 and 2 above) 2,917,759 2,922,562 1,505,762 1,465,458 1,400,958
Allowance for credit losses 34,798 34,567 16,552 16,490 16,152
Securities available for sale 479,426 480,650 479,117 497,552 491,670
Securities held to maturity 390,457 394,434 394,534 391,954 392,699
Other interest-earning assets 110,206 110,605 86,185 116,643 84,484
Total earning assets (before allowance) 3,908,520 3,914,585 2,512,764 2,516,093 2,412,326
Total assets 4,310,252 4,305,391 2,723,243 2,726,003 2,623,067
Noninterest-bearing deposits 943,873 912,033 524,945 521,055 517,137
Interest-bearing deposits 2,542,526 2,672,401 1,652,647 1,680,546 1,582,365
Brokered deposits 106,225 67,295 36,511 6,627 27,177
Total deposits 3,592,624 3,651,729 2,214,103 2,208,228 2,126,679
Deposits excluding brokered 3,486,399 3,584,434 2,177,592 2,201,601 2,099,502
Total subordinated debt 48,277 48,186 35,752 35,691 35,630
Total borrowed funds 198,428 137,330 175,000 210,000 210,000
Other interest-bearing liabilities 8,529 13,420 24,003 4,956 22,378
Total interest-bearing liabilities 2,903,985 2,938,632 1,923,913 1,937,820 1,877,550
Shareholders' equity 431,761 427,068 260,415 247,746 214,519
Average Balances 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr. 2024 2nd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- ---
(in thousands)
Loans $ 2,936,168 $ 2,019,643 $ 1,516,466 $ 1,460,033 $ 1,435,966
Securities 984,607 978,769 965,501 970,913 986,281
Other interest-earning assets 63,416 115,091 100,864 108,019 80,280
Total earning assets (before allowance) 3,984,191 3,113,503 2,582,831 2,538,965 2,502,527
Total assets 4,298,513 3,319,591 2,719,530 2,685,190 2,647,716
Noninterest-bearing deposits 915,637 651,424 536,653 519,511 516,308
Interest-bearing deposits 2,573,927 2,030,543 1,641,102 1,634,255 1,601,020
Brokered deposits 120,720 45,553 19,620 17,227 34,218
Total deposits 3,610,284 2,727,520 2,197,375 2,170,993 2,151,546
Total subordinated debt 48,971 40,182 35,719 35,658 35,596
Total borrowed funds 169,257 193,961 197,828 210,000 210,000
Other interest-bearing liabilities 11,763 20,553 16,928 11,756 26,426
Total interest-bearing liabilities 2,924,638 2,330,792 1,911,197 1,908,896 1,907,260
Shareholders' equity 427,543 302,537 254,737 237,875 210,742
Loan Breakout (in thousands) 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr. 2024 2nd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- ---
Agricultural $ 47,273 $ 48,165 $ 48,221 $ 49,147 $ 45,274
Commercial and Industrial 351,367 345,138 228,256 229,232 224,031
Commercial Real Estate 1,743,541 1,757,599 901,130 862,773 804,213
Consumer 29,741 30,932 29,412 30,693 32,811
Construction Real Estate 21,508 18,067 17,042 14,555 18,751
Residential Real Estate 724,329 722,661 281,701 279,058 275,878
Loans to Other Financial Institutions 3,033 2,393 39,878 38,492 36,569
Gross Loans (excluding held for sale) $ 2,920,792 $ 2,924,955 $ 1,545,640 $ 1,503,950 $ 1,437,527
Allowance for credit losses 34,798 34,567 16,552 16,490 16,152
Net loans $ 2,885,994 $ 2,890,388 $ 1,529,088 $ 1,487,460 $ 1,421,375
Performance Ratios 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr. 2024 2nd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Annualized return on average assets 1.26 % -1.68 % 1.05 % 1.09 % 0.99 %
Annualized return on average equity 12.66 % -18.39 % 11.24 % 12.36 % 12.50 %
Annualized return on average tangible common equity 18.26 % -27.97 % 14.54 % 16.29 % 17.22 %
Net interest margin (GAAP) 3.66 % 3.43 % 2.98 % 3.17 % 2.95 %
Net interest margin (fully tax-equivalent) 3.70 % 3.48 % 3.04 % 3.23 % 3.01 %
Efficiency ratio 55.32 % 111.01 % 61.29 % 60.80 % 61.47 %
Annualized cost of funds 1.84 % 1.86 % 1.90 % 1.87 % 1.92 %
Annualized cost of deposits 1.65 % 1.59 % 1.58 % 1.53 % 1.56 %
Cost of interest bearing liabilities 2.41 % 2.37 % 2.43 % 2.38 % 2.44 %
Shareholders' equity to total assets 10.02 % 9.91 % 9.56 % 9.09 % 8.18 %
Tangible common equity to tangible assets 6.54 % 6.40 % 7.49 % 7.00 % 5.98 %
Annualized noninterest expense to average assets 2.37 % 4.30 % 2.26 % 2.30 % 2.16 %
Loan to deposit 81.51 % 80.21 % 70.14 % 68.38 % 67.87 %
Full-time equivalent employees 571 605 377 371 368
Capital Ratios ChoiceOne Financial Services Inc. 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr. 2024 2nd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total capital (to risk weighted assets) 12.4 % 12.0 % 14.5 % 15.0 % 13.5 %
Common equity Tier 1 capital (to risk weighted assets) 9.8 % 9.4 % 12.0 % 12.3 % 10.7 %
Tier 1 capital (to risk weighted assets) 10.4 % 10.0 % 12.2 % 12.5 % 10.9 %
Tier 1 capital (to average assets) 8.2 % 10.4 % 9.1 % 9.0 % 7.7 %
Tier 1 capital (to total assets) 7.9 % 7.6 % 8.9 % 8.7 % 7.6 %
Commercial Real Estate Loans (non-owner occupied) as a percentage of total capital 288.2 % 302.0 % 195.6 % 193.3 % 205.1 %
Capital Ratios ChoiceOne Bank 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr. 2024 2nd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total capital (to risk weighted assets) 12.4 % 11.9 % 12.7 % 13.1 % 13.2 %
Common equity Tier 1 capital (to risk weighted assets) 11.3 % 10.9 % 12.0 % 12.3 % 12.5 %
Tier 1 capital (to risk weighted assets) 11.3 % 10.9 % 12.0 % 12.3 % 12.5 %
Tier 1 capital (to average assets) 8.9 % 11.3 % 8.9 % 8.9 % 8.8 %
Tier 1 capital (to total assets) 8.6 % 8.3 % 8.7 % 8.5 % 8.7 %
Commercial Real Estate Loans (non-owner occupied) as a percentage of total capital 290.6 % 303.9 % 224.9 % 222.2 % 208.9 %
Asset Quality 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr. 2024 2nd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(in thousands)
Net loan charge-offs (recoveries) $ 418 $ 72 $ 138 $ 87 $ 157
Annualized net loan charge-offs (recoveries) to average loans 0.06 % 0.01 % 0.04 % 0.02 % 0.04 %
Allowance for credit losses $ 34,798 $ 34,567 $ 16,552 $ 16,490 $ 16,152
Unfunded commitment liability $ 1,647 $ 1,647 $ 1,485 $ 1,485 $ 1,485
Allowance to loans (excludes held for sale) 1.19 % 1.18 % 1.07 % 1.10 % 1.12 %
Total funds reserved to pay for loans (includes liability for unfunded commitments and excludes held for sale) 1.25 % 1.24 % 1.17 % 1.20 % 1.23 %
Non-Accruing loans $ 16,854 $ 16,789 $ 3,704 $ 2,355 $ 2,086
Nonperforming loans (includes OREO) $ 19,296 $ 19,154 $ 4,177 $ 2,884 $ 2,358
Nonperforming loans to total loans (excludes held for sale) 0.66 % 0.65 % 0.27 % 0.19 % 0.16 %
Non Accrual classified as PCD $ 12,017 12,891 - - -
Nonperforming loans to total loans (excludes held for sale) attributed to PCD 0.41 % 0.44 % 0.00 % 0.00 % 0.00 %
Nonperforming assets to total assets 0.45 % 0.44 % 0.15 % 0.11 % 0.09 %