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8-K

Choiceone Financial Services Inc (COFS)

8-K 2025-10-24 For: 2025-10-24
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Added on April 12, 2026

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) October 24, 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 October 24, 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 October 24, 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: October 24, 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

img110299532_0.jpg

News Release

ChoiceOne Reports Third Quarter 2025 Results

Sparta, Michigan – October 24, 2025 – ChoiceOne Financial Services, Inc. ("ChoiceOne", NASDAQ:COFS), the parent company for ChoiceOne Bank, reported financial results for the quarter ended September 30, 2025.

Significant items impacting comparable first nine month period of 2024 and 2025 results include the following:

  • 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.
  • 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 $13.9 million or $1.02 per diluted share for the nine months ended September 30, 2025. There were no merger expenses in the third quarter of 2025 and management does not anticipate additional material merger expenses.
  • Merger related provision for credit losses, net of taxes, of $9.5 million during the first quarter ended March 31, 2025, or $0.69 per diluted share as of September 30, 2025.

Highlights

  • ChoiceOne reported net income of $14,681,000 and $14,309,000 for the three and nine months ended September 30, 2025, compared to net income of $7,348,000 and $19,568,000 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 $14,681,000 and $37,657,000 for the three and nine months ended September 30, 2025, respectively.
  • Diluted earnings per share were $0.97 and $1.05 for the three and nine months ended September 30, 2025, compared to diluted earnings per share of $0.85 and $2.46 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 $0.97 and $2.76 for the three and nine months ended September 30, 2025.
  • In the third quarter of 2025, ChoiceOne's GAAP net interest margin increased to 3.73%, compared to 3.17% in the same period of 2024. GAAP net interest income also saw a substantial increase, reaching $37.6 million compared to $20.2 million in the third quarter of 2024. This growth was primarily due to the additional net interest income attributable to the Merger beginning on March 1, 2025. Interest income due to accretion from purchased loans increased GAAP net interest margin by 36 basis points for the third quarter of 2025.
  • Core loans, which exclude held for sale loans and loans to other financial institutions, declined by $10.3 million or 1.4% on an annualized basis during the third quarter of 2025 and grew organically by $65.3 million or 4.5% during the twelve months ended September 30, 2025. Core loans grew by $1.4 billion due to the Merger on March 1, 2025. Loan interest income increased $23.9 million in the third quarter of 2025 compared to the same period in 2024. Interest income for the three months ended September 30, 2025, includes $3.6 million of interest income due to accretion from purchased loans.
  • Asset quality continues to remain strong, with annualized net loan charge-offs to average loans of 0.03% and nonperforming loans to total loans (excluding loans held for sale) of 0.69% as of September 30, 2025. Notably, 0.39% of the nonperforming loans to total loans (excluding loans held for sale) is attributed to loans purchased with credit deterioration through the Merger.

"ChoiceOne continues to deliver exceptional results, driven by the strength of our strategic merger with Fentura and a focus on serving our communities,” said Kelly Potes, Chief Executive Officer. “We are proud of the momentum we have built and remain committed to creating lasting value for our customers, employees, and shareholders.”

ChoiceOne reported net income of $14,681,000 and $14,309,000 for the three and nine months ended September 30, 2025, compared to net income of $7,348,000 and $19,568,000 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 $14,681,000 and $37,657,000 for the three and nine months ended September 30, 2025, respectively. Diluted earnings per share was $0.97 and $1.05 for the three and nine months ended September 30, 2025, compared to diluted earnings per share of $0.85 and $2.46 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 $0.97 and $2.76 for the three and nine months ended September 30, 2025.

As of September 30, 2025, total assets were $4.3 billion, an increase of $1.6 billion compared to September 30, 2024. The growth in total assets is primarily attributed to the Merger. The growth in total assets was offset by a $36.0 million reduction in loans to other financial institutions and a $47.0 million reduction in cash and cash equivalents on September 30, 2025 compared to September 30, 2024. Loans to other financial institutions consist of a warehouse line of credit to a bank used to facilitate mortgage loan originations, with interest rates and balances that fluctuate in line with the national mortgage market. The reduction in cash balances is primarily due to purchases of agency mortgage backed securities during the third quarter of 2025.

Core loans, which exclude held for sale loans and loans to other financial institutions, declined by $10.3 million or 1.4% on an annualized basis during the third quarter of 2025 and grew organically by $65.3 million or 4.5% during the twelve months ended September 30, 2025. Core loans grew by $1.4 billion due to the Merger on March 1, 2025. Loan interest income increased $23.9 million in the third quarter of 2025 compared to the same period in 2024. Interest income for the three months ended September 30, 2025, includes $3.6 million of interest income due to accretion from purchased loans. Of this amount, $1.8 million was calculated using the effective interest rate method of amortization, while the remaining $1.8 million resulted from accretion through unexpected payoffs and paydowns of loans with an associated fair value mark. Estimated interest income due to accretion from purchased loans for the remainder of 2025 and 2026 using the effective interest method of amortization is $2.3 million and $8.2 million, respectively; however, actual results will be dependent on prepayment speeds and other factors. It is estimated that a total of $51.1 million remains to be recognized as interest income due to accretion from purchased loans over the life of the loan portfolio.

Deposits, excluding brokered deposits, increased by $8.0 million as of September 30, 2025, compared to June 30, 2025. During the third quarter of 2025 non-interest bearing deposits declined by $39.9 million while interest bearing demand deposits increased by $73.4 million. The shift from non-interest-bearing to interest-bearing demand deposits was partly due to quarter-end timing and fluctuations in business and municipal activity. The growth in interest-bearing demand deposits was primarily concentrated in non-maturity interest-bearing checking and money market accounts. The average balance of non-interest-bearing deposits rose to $930.3 million in the third quarter of 2025, up from $915.6 million in the second quarter of 2025. Deposits, excluding brokered deposits, increased by $1.3 billion as of September 30, 2025, compared to September 30, 2024 largely 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 September 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 $1.2 billion or 33.2% of deposits at September 30, 2025.

In the three months ended September 30, 2025, compared to the same period in the prior year, ChoiceOne’s cost of deposits to average total deposits increased by 4 basis points, rising from 1.53% to 1.57%, primarily due to higher-cost deposits acquired through the Merger. This increase was partially offset by a decline in CD costs and a reduction in wholesale funding costs. The annualized cost of funds decreased by 10 basis points, from 1.87% to 1.77% in the three months ended September 30, 2025 compared to the same period in the prior year. In the three months ended September 30, 2025, compared to the three months ended June 30, 2025, annualized cost of funds decreased to 1.77% from 1.84%, primarily due to a decrease in higher cost local and brokered CDs. Interest expense on borrowings for the three months ended September 30, 2025, declined by $489,000 compared to the same period in the prior year. As of September 30, 2025, the total balance of borrowed funds from the FHLB was $198.0 million at a weighted average fixed rate of 4.23%, with $158.0 million due within 12 months.

The provision for credit losses on loans was $200,000 in the third quarter of 2025, due to $244,000 in net charge offs, as well as small adjustments to qualitative and quantitative factors. The ratio of the allowance for credit losses to total loans (excluding loans held for sale) was 1.19% on September 30, 2025 compared to 1.19% on June 30, 2025, and 1.07% on December 31, 2024. Asset quality continues to remain strong, with annualized net loan charge-offs to average loans of 0.03% and nonperforming loans to total loans (excluding loans held for sale) of 0.69% as of September 30, 2025. Notably, 0.39% of the nonperforming loans to total loans (excluding loans held for sale) is attributed to loans purchased with credit deterioration through the Merger.

ChoiceOne uses interest rate swaps to manage interest rate exposure to certain fixed rate assets and variable rate liabilities. During the third quarter of 2025, ChoiceOne entered into $30.4 million in amortizing pay fix swaps to hedge interest rate risk on approximately $40.6 million of newly purchased agency mortgage backed securities. The swaps are designed to amortize with the expected cash flow of the bonds and hold a coupon of 3.52% and a contractual term ending in 2040. On September 30, 2025, ChoiceOne held pay-fixed interest rate swaps with a total notional value of $381.3 million, a weighted average coupon of 3.15%, a fair value of $6.8 million and an average remaining contract length of 7.2 years. These derivative instruments are designed to change in value as interest rates rise or fall inverse to the change in unrealized losses on the securities available for sale portfolio due to changes in interest rates. Settlements from swaps amounted to $1.3 million for the third quarter of 2025 compared to $1.3 million for the second 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 September 30, 2025, shareholders’ equity was $449.6 million, a significant increase from $247.7 million on September 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). ChoiceOne Bank continues to be “well-capitalized,” with a total risk-based capital ratio of 12.8% as of September 30, 2025, compared to 13.1% on September 30, 2024, with the decrease primarily due to the impact of the Merger.

Noninterest income increased by $2.3 million and $5.6 million for the three and nine months ended September 30, 2025, compared to the same periods in the prior year. This increase was partly driven by higher interchange income, which rose due to increased volume from the Merger. Trust income also increased as a result of higher estate settlement fees and customers obtained from the Merger. Additionally, ChoiceOne recognized income from two death benefit claims under bank-owned life insurance policies during the second quarter for an additional $299,000.

Noninterest expense increased by $10.8 million and $44.0 million for the three and nine months ended September 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 nine months ended September 30, 2025, compared to $645,000 in the same period in the prior year. Management does not anticipate additional material merger expenses. The remainder of the increase was primarily due to the addition of Fentura on March 1, 2025. ChoiceOne continues to strive to optimize our cost structure while investing in opportunities that enhance our performance and reinforce the value we bring to customers and shareholders.

“Our strong financial performance this quarter is due to our outstanding employees and customers. With the Merger behind us, our team is focused on serving our clients and growing our core business. I am thankful for our employees for their hard work and our customers who trust us to be their community bank.” 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 press 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. 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 press release 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 press 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) September 30, 2025 June 30, 2025 September 30, 2024
Cash and cash equivalents $ 98,978 $ 156,280 $ 145,938
Equity securities, at fair value 9,505 9,582 7,816
Securities Held to Maturity 388,517 390,457 391,954
Securities Available for Sale 544,023 479,426 497,552
Federal Home Loan Bank stock 18,562 18,562 4,449
Federal Reserve Bank stock 12,554 12,547 5,307
Loans held for sale 6,323 7,639 5,994
Loans to other financial institutions 2,483 3,033 38,492
Core loans 2,907,445 2,917,759 1,465,458
Total loans held for investment 2,909,928 2,920,792 1,503,950
Allowance for credit losses (34,754 ) (34,798 ) (16,490 )
Loans, net of allowance for credit losses 2,875,174 2,885,994 1,487,460
Premises and equipment 46,159 45,667 27,135
Cash surrender value of life insurance policies 74,231 73,673 45,699
Goodwill 126,730 126,730 59,946
Intangible assets 31,694 33,421 1,250
Other assets 64,452 70,274 45,503
Total Assets $ 4,296,902 $ 4,310,252 $ 2,726,003
Noninterest-bearing deposits $ 903,925 $ 943,873 $ 521,055
Interest-bearing demand deposits 1,395,724 1,322,336 952,013
Savings deposits 588,798 595,981 335,802
Certificates of deposit 605,912 624,209 392,731
Brokered deposits 72,672 106,225 6,627
Borrowings 197,752 198,428 210,000
Subordinated debentures 48,368 48,277 35,691
Other liabilities 34,136 39,162 24,338
Total Liabilities 3,847,287 3,878,491 2,478,257
Common stock and paid-in capital, no par value; shares authorized: 30,000,000; shares outstanding: 15,017,802 at September 30, 2025, 15,008,864 at June 30, 2025, and 8,959,664 at September 30, 2024. 398,688 398,201 206,427
Retained earnings 93,124 82,647 86,765
Accumulated other comprehensive income (loss), net (42,197 ) (49,087 ) (45,446 )
Shareholders' Equity 449,615 431,761 247,746
Total Liabilities and Shareholders’ Equity $ 4,296,902 $ 4,310,252 $ 2,726,003

Condensed Statements of Operations (Unaudited)

Three Months Ended Nine Months Ended
(Dollars in thousands, except per share data) September 30, September 30,
2025 2024 2025 2024
Interest income
Loans, including fees $ 47,123 $ 23,252 $ 126,297 $ 66,009
Securities:
Taxable 5,249 5,563 15,243 16,382
Tax exempt 1,418 1,402 4,220 4,224
Other 908 1,473 2,822 3,451
Total interest income 54,698 31,690 148,582 90,066
Interest expense
Deposits 14,287 8,362 39,843 25,464
Advances from Federal Home Loan Bank 1,926 468 5,637 1,372
Other 888 2,612 2,872 8,137
Total interest expense 17,101 11,442 48,352 34,973
Net interest income 37,597 20,248 100,230 55,093
Provision for credit losses on loans 200 425 14,013 1,100
Provision for (reversal of) credit losses on unfunded commitments - - - (675 )
Net Provision for credit losses expense 200 425 14,013 425
Net interest income after provision 37,397 19,823 86,217 54,668
Noninterest income
Customer service charges 1,729 1,249 4,311 3,537
Interchange income 2,133 1,524 5,725 4,303
Insurance and investment commissions 485 184 1,320 572
Gains on sales of loans 671 631 1,470 1,610
Net gains (losses) on sales and write downs of other assets (39 ) 191 (26 ) 203
Earnings on life insurance policies 558 315 1,791 1,115
Trust income 734 232 1,836 665
Change in market value of equity securities 458 277 804 241
Other 415 264 1,338 755
Total noninterest income 7,144 4,867 18,569 13,001
Noninterest expense
Salaries and benefits 14,127 8,372 38,178 24,467
Occupancy and equipment 2,694 1,475 6,845 4,414
Data processing 2,499 1,598 6,937 4,406
Communication 517 334 1,458 976
Professional fees 834 610 2,478 1,818
Supplies and postage 267 174 816 520
Advertising and promotional 207 168 723 517
Intangible amortization 1,728 198 4,140 604
FDIC insurance 530 390 1,535 1,155
Merger related expenses - 645 17,369 645
Other 2,812 1,453 6,907 3,857
Total noninterest expense 26,215 15,417 87,386 43,379
Income (loss) before income tax 18,326 9,273 17,400 24,290
Income tax expense (benefit) 3,645 1,925 3,091 4,722
Net income (loss) $ 14,681 $ 7,348 $ 14,309 $ 19,568
Basic earnings (loss) per share $ 0.98 $ 0.86 $ 1.05 $ 2.48
Diluted earnings (loss) per share $ 0.97 $ 0.85 $ 1.05 $ 2.46
Dividends declared per share $ 0.28 $ 0.27 $ 0.84 $ 0.81
Three Months Ended September 30, 2025 Three Months Ended June 30, 2025 Three Months Ended September 30, 2024
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(Dollars in thousands) Average Average Average
Balance Interest Rate Balance Interest Rate Balance Interest Rate
Assets:
Loans (1)(3)(4)(5) $ 2,927,878 $ 47,142 6.39 % $ 2,936,168 $ 46,551 6.36 % $ 1,460,033 $ 23,262 6.34 %
Taxable securities (2) 703,045 5,249 2.96 695,546 5,264 3.04 681,578 5,563 3.25
Nontaxable securities (1) 287,274 1,795 2.48 289,061 1,764 2.45 289,335 1,775 2.44
Other 79,365 909 4.54 63,416 735 4.65 108,019 1,473 5.43
Interest-earning assets 3,997,562 55,095 5.47 3,984,191 54,314 5.47 2,538,965 32,073 5.03
Noninterest-earning assets 310,727 314,322 146,225
Total assets $ 4,308,289 $ 4,298,513 $ 2,685,190
Liabilities and Shareholders' Equity:
Interest-bearing demand deposits $ 1,374,827 $ 6,392 1.84 % $ 1,332,318 $ 6,163 1.86 % $ 916,459 $ 3,111 1.35 %
Savings deposits 591,653 1,125 0.75 595,362 1,003 0.68 329,613 728 0.88
Certificates of deposit 616,686 5,777 3.72 646,247 6,353 3.94 388,183 4,296 4.40
Brokered deposit 91,735 993 4.30 120,720 1,321 4.39 17,227 227 5.25
Borrowings 179,122 2,019 4.47 169,257 1,945 4.61 210,000 2,508 4.75
Subordinated debentures 48,663 701 5.72 48,971 689 5.65 35,658 413 4.61
Other 8,550 94 4.38 11,763 129 4.39 11,756 159 5.37
Interest-bearing liabilities 2,911,236 17,101 2.33 2,924,638 17,603 2.41 1,908,896 11,442 2.38
Demand deposits 930,346 915,637 519,511
Other noninterest-bearing liabilities 28,258 30,695 18,908
Total liabilities 3,869,840 3,870,970 2,447,315
Shareholders' equity 438,449 427,543 237,875
Total liabilities and shareholders' equity $ 4,308,289 $ 4,298,513 $ 2,685,190
Net interest income (tax-equivalent basis) (Non-GAAP) (1) $ 37,994 $ 36,711 $ 20,631
Net interest margin (tax-equivalent basis) (Non-GAAP) (1) 3.77 % 3.70 % 3.23 %
  • 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 $17.0 million, $16.8 million, and $2.2 million in the third quarter of 2025, the second quarter of 2025 and the third quarter of 2024, respectively.
  • Interest on loans included net origination fees and interest income due to accretion from purchased loans. Interest income due to accretion from purchased loans was $3.6 million, $3.5 million and $275,000 in the third quarter of 2025, the second quarter of 2025 and the third quarter of 2024, respectively.

Income Adjusted for Merger Expenses - Non-GAAP Reconciliation

(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
2025 2024 2025 2024
(In Thousands, Except Per Share Data)
Net income (loss) $ 14,681 $ 7,348 $ 14,309 $ 19,568
Merger related expenses net of tax - 633 13,885 633
Merger related provision for credit losses, net of tax (1) - - 9,463 -
Adjusted net income $ 14,681 $ 7,981 $ 37,657 $ 20,201
Weighted average number of shares 15,014,933 8,567,548 13,579,249 7,898,938
Diluted average shares outstanding 15,061,155 8,615,500 13,625,787 7,944,143
Basic earnings (loss) per share $ 0.98 $ 0.86 $ 1.05 $ 2.48
Diluted earnings (loss) per share $ 0.97 $ 0.85 $ 1.05 $ 2.46
Adjusted basic earnings per share $ 0.98 $ 0.94 $ 2.77 $ 2.56
Adjusted diluted earnings per share $ 0.97 $ 0.93 $ 2.76 $ 2.54

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

Other Selected Financial Highlights

(Unaudited)

Quarterly
Earnings 2025 3rd<br>Qtr. 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr.
(in thousands except per share data)
Net interest income $ 37,597 $ 36,322 $ 26,311 $ 19,349 $ 20,248
Net provision expense 200 650 13,163 200 425
Noninterest income 7,144 6,503 4,922 4,994 4,867
Noninterest expense 26,215 25,506 35,665 15,344 15,417
Net income (loss) before federal income tax expense 18,326 16,669 (17,595 ) 8,799 9,273
Income tax expense (benefit) 3,645 3,135 (3,689 ) 1,640 1,925
Net income (loss) 14,681 13,534 (13,906 ) 7,159 7,348
Basic earnings (loss) per share 0.98 0.90 (1.30 ) 0.79 0.86
Diluted earnings (loss) per share 0.97 0.90 (1.29 ) 0.79 0.85
Adjusted basic earnings per share 0.98 0.91 0.87 0.84 0.94
Adjusted diluted earnings per share 0.97 0.91 0.86 0.83 0.93
End of period balances 2025 3rd<br>Qtr. 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- ---
(in thousands)
Gross loans $ 2,916,251 $ 2,928,431 $ 2,928,896 $ 1,552,928 $ 1,509,944
Loans held for sale (1) 6,323 7,639 3,941 7,288 5,994
Loans to other financial institutions (2) 2,483 3,033 2,393 39,878 38,492
Core loans (gross loans excluding 1 and 2 above) 2,907,445 2,917,759 2,922,562 1,505,762 1,465,458
Allowance for credit losses 34,754 34,798 34,567 16,552 16,490
Securities available for sale 544,023 479,426 480,650 479,117 497,552
Securities held to maturity 388,517 390,457 394,434 394,534 391,954
Other interest-earning assets 79,677 110,206 110,605 86,185 116,643
Total earning assets (before allowance) 3,928,468 3,908,520 3,914,585 2,512,764 2,516,093
Total assets 4,296,902 4,310,252 4,305,391 2,723,243 2,726,003
Noninterest-bearing deposits 903,925 943,873 912,033 524,945 521,055
Interest-bearing demand deposits 1,395,724 1,322,336 1,406,660 920,167 952,013
Savings deposits 588,798 595,981 602,337 338,109 335,802
Certificates of deposit 605,912 624,209 663,404 394,371 392,731
Brokered deposits 72,672 106,225 67,295 36,511 6,627
Total deposits 3,567,031 3,592,624 3,651,729 2,214,103 2,208,228
Deposits excluding brokered 3,494,359 3,486,399 3,584,434 2,177,592 2,201,601
Total subordinated debt 48,368 48,277 48,186 35,752 35,691
Total borrowed funds 197,752 198,428 137,330 175,000 210,000
Other interest-bearing liabilities 7,695 8,529 13,420 24,003 4,956
Total interest-bearing liabilities 2,916,921 2,903,985 2,938,632 1,923,913 1,937,820
Shareholders' equity 449,615 431,761 427,068 260,415 247,746
Average Balances 2025 3rd<br>Qtr. 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- ---
(in thousands)
Loans $ 2,927,878 $ 2,936,168 $ 2,019,643 $ 1,516,466 $ 1,460,033
Securities 990,319 984,607 978,769 965,501 970,913
Other interest-earning assets 79,365 63,416 115,091 100,864 108,019
Total earning assets (before allowance) 3,997,562 3,984,191 3,113,503 2,582,831 2,538,965
Total assets 4,308,289 4,298,513 3,319,591 2,719,530 2,685,190
Noninterest-bearing deposits 930,346 915,637 651,424 536,653 519,511
Interest-bearing deposits 2,583,166 2,573,927 2,030,543 1,641,102 1,634,255
Brokered deposits 91,735 120,720 45,553 19,620 17,227
Total deposits 3,605,247 3,610,284 2,727,520 2,197,375 2,170,993
Total subordinated debt 48,663 48,971 40,182 35,719 35,658
Total borrowed funds 179,122 169,257 193,961 197,828 210,000
Other interest-bearing liabilities 8,550 11,763 20,553 16,928 11,756
Total interest-bearing liabilities 2,911,236 2,924,638 2,330,792 1,911,197 1,908,896
Shareholders' equity 438,449 427,543 302,537 254,737 237,875
Loan Breakout (in thousands) 2025 3rd<br>Qtr. 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- ---
Agricultural $ 51,183 $ 47,273 $ 48,165 $ 48,221 $ 49,147
Commercial and Industrial 352,876 351,367 345,138 228,256 229,232
Commercial Real Estate 1,728,774 1,743,541 1,757,599 901,130 862,773
Consumer 27,328 29,741 30,932 29,412 30,693
Construction Real Estate 18,440 21,508 18,067 17,042 14,555
Residential Real Estate 728,844 724,329 722,661 281,701 279,058
Loans to Other Financial Institutions 2,483 3,033 2,393 39,878 38,492
Gross Loans (excluding held for sale) $ 2,909,928 $ 2,920,792 $ 2,924,955 $ 1,545,640 $ 1,503,950
Allowance for credit losses 34,754 34,798 34,567 16,552 16,490
Net loans $ 2,875,174 $ 2,885,994 $ 2,890,388 $ 1,529,088 $ 1,487,460
Performance Ratios 2025 3rd<br>Qtr. 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Annualized return on average assets 1.36 % 1.26 % -1.68 % 1.05 % 1.09 %
Annualized return on average equity 13.39 % 12.66 % -18.39 % 11.24 % 12.36 %
Annualized return on average tangible common equity 19.08 % 18.26 % -27.97 % 14.54 % 16.29 %
Net interest margin (GAAP) 3.73 % 3.66 % 3.43 % 2.98 % 3.17 %
Net interest margin (fully tax-equivalent) 3.77 % 3.70 % 3.48 % 3.04 % 3.23 %
Efficiency ratio 54.76 % 55.32 % 111.01 % 61.29 % 60.80 %
Annualized cost of funds 1.77 % 1.84 % 1.86 % 1.90 % 1.87 %
Annualized cost of deposits 1.57 % 1.65 % 1.59 % 1.58 % 1.53 %
Cost of interest bearing liabilities 2.33 % 2.41 % 2.37 % 2.43 % 2.38 %
Shareholders' equity to total assets 10.46 % 10.02 % 9.91 % 9.56 % 9.09 %
Tangible common equity to tangible assets 7.04 % 6.54 % 6.40 % 7.49 % 7.00 %
Annualized noninterest expense to average assets 2.43 % 2.37 % 4.30 % 2.26 % 2.30 %
Loan to deposit 81.76 % 81.51 % 80.21 % 70.14 % 68.38 %
Full-time equivalent employees 573 571 605 377 371
Capital Ratios ChoiceOne Financial Services Inc. 2025 3rd<br>Qtr. 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total capital (to risk weighted assets) 13.0 % 12.4 % 12.0 % 14.5 % 15.0 %
Common equity Tier 1 capital (to risk weighted assets) 10.3 % 9.8 % 9.4 % 12.0 % 12.3 %
Tier 1 capital (to risk weighted assets) 10.9 % 10.4 % 10.0 % 12.2 % 12.5 %
Tier 1 capital (to average assets) 8.5 % 8.2 % 10.4 % 9.1 % 9.0 %
Tier 1 capital (to total assets) 8.2 % 7.9 % 7.6 % 8.9 % 8.7 %
Commercial Real Estate Loans (non-owner occupied) as a percentage of total capital 275.2 % 288.2 % 302.0 % 195.6 % 193.3 %
Capital Ratios ChoiceOne Bank 2025 3rd<br>Qtr. 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total capital (to risk weighted assets) 12.8 % 12.4 % 11.9 % 12.7 % 13.1 %
Common equity Tier 1 capital (to risk weighted assets) 11.7 % 11.3 % 10.9 % 12.0 % 12.3 %
Tier 1 capital (to risk weighted assets) 11.7 % 11.3 % 10.9 % 12.0 % 12.3 %
Tier 1 capital (to average assets) 9.1 % 8.9 % 11.3 % 8.9 % 8.9 %
Tier 1 capital (to total assets) 8.8 % 8.6 % 8.3 % 8.7 % 8.5 %
Commercial Real Estate Loans (non-owner occupied) as a percentage of total capital 280.0 % 290.6 % 303.9 % 224.9 % 222.2 %
Asset Quality 2025 3rd<br>Qtr. 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
(in thousands)
Net loan charge-offs (recoveries) $ 244 $ 418 $ 72 $ 138 $ 87
Annualized net loan charge-offs (recoveries) to average loans 0.03 % 0.06 % 0.01 % 0.04 % 0.02 %
Allowance for credit losses $ 34,754 $ 34,798 $ 34,567 $ 16,552 $ 16,490
Unfunded commitment liability $ 1,647 $ 1,647 $ 1,647 $ 1,485 $ 1,485
Allowance to loans (excludes held for sale) 1.19 % 1.19 % 1.18 % 1.07 % 1.10 %
Total funds reserved to pay for loans (includes liability for unfunded commitments and excludes held for sale) 1.25 % 1.25 % 1.24 % 1.17 % 1.20 %
Non-Accruing loans $ 17,365 $ 16,854 $ 16,789 $ 3,704 $ 2,355
Nonperforming loans (includes OREO) $ 19,940 $ 19,296 $ 19,154 $ 4,177 $ 2,884
Nonperforming loans to total loans (excludes held for sale) 0.69 % 0.66 % 0.65 % 0.27 % 0.19 %
Non Accrual classified as PCD $ 11,393 12,017 12,891 - -
Nonperforming loans to total loans (excludes held for sale) attributed to PCD 0.39 % 0.41 % 0.44 % - -
Nonperforming assets to total assets 0.46 % 0.45 % 0.44 % 0.15 % 0.11 %

Other Non-GAAP Reconciliation

(Unaudited)

NON-GAAP Reconciliation 2025 3rd<br>Qtr. 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr.
Net interest income (tax-equivalent basis) (Non-GAAP) $ 37,994 $ 36,711 $ 26,710 $ 19,739 $ 20,631
Net interest margin (fully tax-equivalent) 3.77 % 3.70 % 3.48 % 3.04 % 3.23 %
Reconciliation to Reported Net Interest Income
Net interest income (tax-equivalent basis) (Non-GAAP) $ 37,994 $ 36,711 $ 26,710 $ 19,739 $ 20,631
Adjustment for taxable equivalent interest (397 ) (389 ) (399 ) (390 ) (383 )
Net interest income (GAAP) $ 37,597 $ 36,322 $ 26,311 $ 19,349 $ 20,248
Net interest margin (GAAP) 3.73 % 3.66 % 3.43 % 2.98 % 3.17 %
(dollars in thousands) 2025 3rd<br>Qtr. 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Total assets $ 4,296,902 $ 4,310,252 $ 4,305,391 $ 2,723,243 $ 2,726,003
Less: goodwill 126,730 126,730 126,730 59,946 59,946
Less: core deposit intangible 31,694 33,421 35,153 1,096 1,250
Tangible assets $ 4,138,478 $ 4,150,101 $ 4,143,508 $ 2,662,201 $ 2,664,807
Total equity $ 449,615 $ 431,761 $ 427,068 $ 260,415 $ 247,746
Less: goodwill 126,730 126,730 126,730 59,946 59,946
Less: core deposit intangible 31,694 33,421 35,154 1,096 1,250
Tangible common equity $ 291,191 $ 271,610 $ 265,184 $ 199,373 $ 186,550
Tangible common equity to tangible assets 7.04 % 6.54 % 6.40 % 7.49 % 7.00 %
(dollars in thousands) 2025 3rd<br>Qtr. 2025 2nd<br>Qtr. 2025 1st<br>Qtr. 2024 4th<br>Qtr. 2024 3rd<br>Qtr.
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Net income $ 14,681 $ 13,534 $ (13,906 ) $ 7,159 $ 7,348
Less: intangible amortization (tax affected at 21%) 1,365 1,369 537 121 156
Adjusted net income $ 13,316 $ 12,165 $ (14,443 ) $ 7,038 $ 7,192
Average shareholders' equity $ 438,449 $ 427,543 $ 302,537 $ 254,737 $ 237,875
Less: average goodwill 126,730 126,730 83,030 59,946 59,946
Less: average core deposit intangible 32,599 34,356 12,983 1,179 1,355
Average tangible common equity $ 279,120 $ 266,457 $ 206,524 $ 193,612 $ 176,574
Return on average tangible common equity 19.08 % 18.26 % -27.97 % 14.54 % 16.29 %