8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 16, 2025

CSB Bancorp, Inc.

(Exact name of Registrant as Specified in Its Charter)

Ohio	000-21714	34-1687530
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
91 North Clay Street<br><br>P.O. Box 232
Millersburg, Ohio		44654
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: 330 674-9015
---

(Former Name or Former Address, if Changed Since Last Report)

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:

☐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(g) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on which registered
Common Stock, par value $6.25 per share	CSBB	OTCPink

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 12g-2 of the Securities Exchange Act of 1934 (§ 240.12g-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 April 16, 2025, CSB Bancorp, Inc. issued a news release announcing its earnings for the quarter ended March 31, 2025. A copy of this news release and related financial tables are furnished herein as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	News release and Quarterly Report for CSB Bancorp, Inc. for the quarter ended March 31, 2025.
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.

			CSB Bancorp, Inc.
Date:	April 16, 2025	By:	/s/ Paula J. Meiler
			Paula J. Meiler<br>Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CSB BANCORP, INC. REPORTS FIRST QUARTER EARNINGS

First Quarter Highlights

	Quarter Ended<br><br>March 31, 2025			Quarter Ended<br><br>March 31, 2024
Diluted earnings per share	$	1.37		$	1.10
Net Income	$	3,616,000		$	2,933,000
Return on average common equity		12.58	%		10.84	%
Return on average assets		1.22	%		1.02	%

Millersburg, Ohio – April 16, 2025 – CSB Bancorp, Inc. (OTC Pink: CSBB) today announced first quarter 2025 net income of $3,616,000 or $1.37 per basic and diluted share, as compared to $2,933,000, or $1.10 per basic and diluted share, for the same period in 2024.

Annualized returns on average common equity (“ROE”) and average assets (“ROA”) for the quarter were 12.58% and 1.22%, respectively, compared with 10.84% and 1.02% for the first quarter of 2024. Pre-Provision Net Revenue (“PPNR”) (a non-GAAP measure) totaled $4.9 million during the quarter, an increase of $118 thousand, or 2%, from the prior year’s first quarter. Net interest income increased $533 thousand, or 6%, noninterest income decreased $76 thousand, or 4%, and noninterest expense increased $339 thousand, or 6%, in the first quarter of 2025 compared to the same period in 2024.

Eddie Steiner, President and CEO stated, “Trade and immigration policy announcements, along with unsettled federal tax and budget matters, have fueled increasing concern about a slowing economy and rising prices. Some businesses and households have deferred discretionary borrowing, although construction and acquisition financing activity has remained fairly steady. Net loan balances increased 3% during the quarter. Book value per common share increased to $44.80, up 9% from a year ago, with market price at 10.9 times earnings of the most recent twelve-month period.”

Credit loss provision expense for the quarter decreased $750 thousand from first quarter 2024 as nonperforming loans continue to decrease since the second quarter of 2024. The court liquidation of one commercial credit of approximately $1 million continues with the bank holding a priority lien on auction proceeds held by the court receiver which will be applied to the loan balances when released. The court receiver continues to move through the court system and has scheduled the auction of the remaining real estate.

The allowance for expected credit losses (“ACL”) amounted to $8.0 million, or 1.05% of total loans, on March 31, 2025, as compared to $7.1 million or 1.00% of total loans on March 31, 2024. The allowance for credit losses on off-balance sheet commitments on March 31, 2025 was $519 thousand, as compared to a March 31, 2024 balance of $1.3 million. The decrease in the ACL on off-balance sheet commitments is related to an $885 thousand allowance for letters of credit on March 31, 2024, that were drawn and converted to loans during second quarter 2024. CSB recorded no allowance for credit losses related to available-for-sale or held-to-maturity debt securities, with no meaningful loss expectation on these securities.

Loan interest income including fees increased $666 thousand, or 7%, during first quarter 2025 as compared to the same quarter in 2024. The increase was primarily the result of a $51 million volume increase, augmented by a 1 basis point (“bp”) increase in quarter over prior year’s quarter yield. Securities interest income decreased $108 thousand, or 5%, during the first quarter 2025 compared to the same quarter 2024 as the Company continues to deploy cash flow from investments into loan originations. Loan yields for first quarter 2025 averaged 5.84%, an

increase of 1 bp from the 2024 first quarter average of 5.83%, while overnight funds and securities yields for first quarter 2025 averaged 4.47% and 2.34%, respectively, compared to 5.36% and 2.21% in the first quarter 2024.

Interest expense rose $192 thousand, or 6%, during first quarter 2025 as compared to first quarter 2024. The increase follows a period of rapid interest rate increases spurred by the Federal Reserve during March 2022 through May 2023, followed by competitive pressures from banks and others to secure adequate funding. The cost to fund gross earning assets for the first quarter 2025 was 1.29% as compared to 1.25% for the first quarter of 2024.

The fully taxable equivalent (“FTE”) net interest margin (a non-GAAP measure) was 3.48% compared to 3.37% for the first quarter 2024. Compared to the 2024 first quarter, FTE net interest income increased $522 thousand, or 6%, reflecting increasing interest income with a $34 million increase in average earning assets as well as a 16 bp increase in the yield on assets. The higher interest rate environment coupled with the continued mix shift into loans from securities primarily drove the increase in earnings from assets, which was partially offset by higher average interest-bearing liabilities and a 3 bp higher cost of funds. Tax equivalency effect on net interest margin was 0.01% in first quarter 2025 and 0.02% in first quarter 2024.

Noninterest income decreased $76 thousand, or 4%, compared to first quarter of 2024. The decrease was primarily the result of a $116 thousand decrease in trust service fees representing a one-time fee in 2024 that did not recur in 2025. Offsetting increases were recognized as follows: $28 thousand increase in earnings on bank owned life insurance, $15 thousand increase in service fees on deposits, $8 thousand increase in debit card interchange fees, and a $13 thousand increase in gain on sale of mortgage loans to the secondary market.

Noninterest expense increased $339 thousand, or 6%, from first quarter 2024. Salary and employee benefits increased $228 thousand, or 7%, compared to the prior year quarter, with increases in base salaries, medical, and retirement benefits. Professional fees increased $81 thousand, or 24%, with increases for IT support. Occupancy expense increased $73 thousand, or 26%, primarily due to snow removal and heating system repairs due to the cold winter. Debit card expense increased $22 thousand, or 12% with increased charge-backs and the Financial Institutions Tax increased $14 thousand, or 6%, with higher capital levels. Marketing and public relations costs decreased $23 thousand, or 18%, and software expense decreased $25 thousand, or 6%. The Company’s first quarter efficiency ratio increased slightly to 56.8% compared to 56.0% in the prior year.

Federal income tax expense was $878 thousand in the 2025 first quarter compared to $693 thousand in the 2024 first quarter. The effective tax rate for the 2025 and 2024 first quarters was 20% and 19%, respectively.

Average earning assets for the 2025 first quarter increased $34 million, or 3%, from the year-ago quarter, primarily reflecting a $51 million, or 7%, increase in average loans, a $38 million, or 10%, decrease in average securities, and a $21 million, or 75%, increase in interest-earning deposits in other banks, held mainly at the Federal Reserve Bank.

Average commercial loan balances for the quarter, including commercial real estate, increased $37 million, or 8%, from prior year levels, as construction loans were drawn, and borrowers used term loans to fund equipment and other purchases. Average residential mortgage balances increased $13 million, or 8%, above the prior year’s quarter as borrowers have been favoring adjustable-rate mortgages during this period of higher interest rates. The bank does not sell adjustable-rate mortgages to the secondary market. Home equity lines of credit increased $2 million from the prior year’s quarter as borrowers covered expenses and avoided refinancing their lower interest rate mortgages. Average consumer credit balances decreased $1.6 million, or 10%, versus the same quarter of the prior year. Commercial loan demand has leveled out, with households and businesses alike preferring to limit borrowing until fiscal policies effects of tariffs and tax rates signal more certainty about the strength of the economy.

Nonperforming loans were $1.6 million, or 0.21%, of total loans on March 31, 2025, compared to $361 thousand, or 0.05% of total loans, a year ago. Delinquent loan balances as of March 31, 2025, increased to 0.43% of total

loans as compared to 0.30% on March 31, 2024. Net loan charge-offs recognized during first quarter 2025 were $29 thousand, compared to first quarter 2024 net loan charge-offs of $74 thousand.

Average deposit balances increased on a quarter over prior year quarter comparison by $38 million, or 4%. For first quarter 2025, the average cost of deposits amounted to 1.36%, as compared to 1.31% for first quarter 2024. First quarter 2025 increases in average deposit balances over the prior year quarter included savings accounts of $1 million, money market accounts of $14 million, and time deposits of $48 million. Noninterest-bearing accounts decreased $4 million from the prior year’s first quarter while interest-bearing demand accounts declined $21 million. The average balance of securities sold under repurchase agreement during the first quarter of 2025 decreased by $7 million, or 21%, compared to the average for the same period in the prior year.

Shareholders’ equity totaled $118 million on March 31, 2025, with 2.6 million common shares outstanding. The average equity to assets ratio amounted to 9.73% for the quarter ended March 31, 2025. The Company declared a first quarter dividend of $0.40 per share, producing an annualized yield of 3.6% based on March 31, 2025 closing price of $44.00.

About CSB Bancorp, Inc.

CSB is a financial holding company headquartered in Millersburg, Ohio, with approximate assets of $1.2 billion as of March 31, 2025. CSB provides a complete range of banking and other financial services to consumers and businesses through its wholly owned subsidiary, The Commercial and Savings Bank, with sixteen banking centers in Holmes, Wayne, Tuscarawas, and Stark counties and Trust offices located in Millersburg, North Canton, and Wooster, and a loan production office located in Medina, Ohio.

Forward-Looking Statement

This release contains forward-looking statements relating to present or future trends or factors affecting the banking industry, and specifically the financial condition and results of operations, including without limitation, statements relating to the earnings outlook of the Company, as well as its operations, markets, and products. Actual results could differ materially from those indicated. Among the important factors that could cause results to differ materially are interest rate changes, softening in the economy, which could materially impact credit quality trends and the ability to generate loans, changes in the mix of the Company’s business, competitive pressures, changes in accounting, tax or regulatory practices or requirements and those risk factors detailed in the Company’s periodic reports and registration statements filed with the Securities and Exchange Commission. The Company undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release. See the non-GAAP disclosures at the end of this release for a reconciliation of GAAP and non-GAAP measures.

Contact Information:

Paula J. Meiler, SVP & CFO

330.763.2873

paula.meiler@csb1.com

CSB BANCORP, INC.

CONSOLIDATED FINANCIAL HIGHLIGHTS

(Unaudited)
(Dollars in thousands, except per share data)
EARNINGS
Net interest income FTE (a)		9,712		9,599		9,248		8,959		9,190
Provision for credit loss expense		402		2,290		700		2,889		1,152
Noninterest income		1,696		1,780		1,809		1,741		1,772
Noninterest expenses		6,481		6,211		6,422		5,814		6,142
FTE adjustment(a)		31		33		34		34		42
Net income		3,616		2,319		3,145		1,615		2,933
Basic and Diluted earnings per share		1.37		0.87		1.18		0.61		1.10
PERFORMANCE RATIOS
Return on average assets (ROA), annualized		1.22	%	0.76	%	1.05	%	0.56	%	1.02	%
Return on average common equity (ROE), annualized		12.58		7.99		11.14		5.89		10.84
Net interest margin FTE(a)		3.48		3.33		3.26		3.28		3.37
Efficiency ratio		56.81		54.68		58.17		54.22		56.00
Number of full-time equivalent employees		173		166		175		173		172
MARKET DATA
Book value per common share		44.80		43.33		43.25		41.43		41.11
Period-end common share market value		44.00		38.30		38.50		39.00		40.00
Market as a % of book		98.20	%	88.39	%	89.02	%	94.14	%	97.30	%
Price-to-earnings ratio		10.92		10.19		9.02		8.88		7.78
Average basic common shares outstanding		2,644,543		2,654,073		2,661,474		2,664,485		2,665,277
Average diluted common shares outstanding		2,644,543		2,654,073		2,661,474		2,664,485		2,665,277
Period end common shares outstanding		2,641,547		2,650,089		2,659,324		2,663,924		2,664,683
Common stock market capitalization		116,228		101,498		102,384		103,893		106,587
ASSET QUALITY
Gross charge-offs		35		1,937		4,095		274		88
Net charge-offs		29		1,928		4,008		246		74
Allowance for credit losses		7,974		7,595		7,224		10,587		7,136
Nonperforming assets (NPAs)		1,597		1,719		3,371		6,683		361
Net charge-off / average loans ratio		0.02	%	1.05	%	2.20	%	0.14	%	0.04	%
Allowance for credit losses / period-end loans		1.05		1.03		1.00		1.47		1.00
NPAs/loans and other real estate		0.21		0.23		0.47		0.93		0.05
Allowance for credit losses / nonperforming loans		499		445		214		158		1,979
CAPITAL & LIQUIDITY
Period-end tangible equity to assets(b)		9.36	%	9.28	%	9.16	%	9.09	%	9.10	%
Average equity to assets		9.73		9.52		9.43		9.49		9.38
Average equity to loans		15.42		15.80		15.54		15.37		15.43
Average loans to deposits		72.09		68.50		68.99		70.54		69.78
AVERAGE BALANCES
Assets		1,197,803		1,211,960		1,191,037		1,161,533		1,160,661
Earning assets		1,131,483		1,145,031		1,127,405		1,097,706		1,097,704
Loans		755,863		730,413		723,129		717,105		705,294
Deposits		1,048,534		1,066,229		1,048,214		1,016,569		1,010,745
Shareholders' equity		116,554		115,430		112,352		110,219		108,837
ENDING BALANCES
Assets		1,218,640		1,191,500		1,209,181		1,167,315		1,156,245
Earning assets		1,148,625		1,121,675		1,134,786		1,104,404		1,097,703
Loans		761,240		737,641		719,602		721,916		710,822
Deposits		1,070,777		1,044,887		1,070,531		1,023,835		1,010,115
Shareholders' equity		118,335		114,835		115,008		110,368		109,555

All values are in US Dollars.

Notes:

(a) - Net interest income on a fully-taxable equivalent ("FTE") basis, restates interest on tax-exempt securities and loans as if such interest were subject to federal income tax at the statutory rate. Net interest income on an FTE basis differs from net interest income under U.S. Generally Accepted Accounting Principles, and is considered a non-GAAP measure.

(b) - Tangible equity is a non-GAAP measure, which is shareholders' equity net of goodwill.

CSB BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)
(Dollars in thousands, except per share data)
ASSETS
Cash and cash equivalents
Cash and due from banks	22,315			11,447
Interest-bearing deposits with banks	66,171			27,972
Total cash and cash equivalents	88,486			39,419
Securities
Available-for-sale, at fair-value	119,428			134,926
Held-to-maturity	200,000			222,095
Equity securities	266			253
Restricted stock, at cost	1,520			1,530
Total securities	321,214			358,804
Loans held for sale	-			105
Loans	761,240			710,822
Less allowance for credit losses	7,974			7,136
Net loans	753,266			703,686
Premises and equipment, net	13,935			12,936
Goodwill	4,728			4,728
Bank owned life insurance	28,441			25,599
Accrued interest receivable and other assets	8,570			10,968
TOTAL ASSETS	1,218,640			1,156,245
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing	283,255			277,898
Interest-bearing	787,522			732,217
Total deposits	1,070,777			1,010,115
Short-term borrowings	24,981			29,484
Other borrowings	1,236			1,700
Accrued interest payable and other liabilities	3,311			5,391
TOTAL LIABILITIES	1,100,305			1,046,690
SHAREHOLDERS' EQUITY
Common stock, 6.25 par value. Authorized 9,000,000 shares;
issued 2,980,602 shares in 2025 and 2024	18,629			18,629
Additional paid-in capital	9,815			9,815
Retained earnings	105,664			99,191
Treasury stock at cost - 339,055 shares in 2025
and 315,919 shares in 2024	(8,622	)		(7,729	)
Accumulated other comprehensive loss	(7,151	)		(10,351	)
TOTAL SHAREHOLDERS' EQUITY	118,335			109,555
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	1,218,640			1,156,245

All values are in US Dollars.

CSB BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)
(Dollars in thousands, except per share data)
Interest and dividend income:
Loans, including fees		10,875		10,209
Taxable securities		1,795		1,890
Nontaxable securities		75		88
Other		536		369
Total interest and dividend income		13,281		12,556
Interest expense:
Deposits		3,527		3,300
Other		73		108
Total interest expense		3,600		3,408
Net interest income		9,681		9,148
Provision for credit loss expense		402		1,152
Net interest income, after provision
for credit loss expense		9,279		7,996
Noninterest income
Service charges on deposit accounts		295		280
Trust services		278		394
Debit card interchange fees		515		507
Credit card fees		150		157
Earnings on bank owned life insurance		216		188
Gain on sale of loans		49		36
Unrealized loss on equity securities		-		(6	)
Other		193		216
Total noninterest income		1,696		1,772
Noninterest expenses
Salaries and employee benefits		3,697		3,469
Occupancy expense		356		283
Equipment expense		206		224
Professional and director fees		413		332
Software expense		403		428
Marketing and public relations		105		128
Debit card expense		211		189
Financial institutions tax		230		216
FDIC insurance expense		150		135
Other expenses		710		738
Total noninterest expenses		6,481		6,142
Income before income taxes		4,494		3,626
Federal income tax provision		878		693
Net income		3,616		2,933
Net income per share:
Basic and diluted		1.37		1.10

All values are in US Dollars.

CSB BANCORP, INC.

NON-GAAP DISCLOSURES

NET INTEREST INCOME, FULLY-TAXABLE EQUIVALENT

(Unaudited)
(Dollars in thousands)
Net interest income		9,681			9,148
Taxable equivalent adjustment1		31			42
Net interest income, FTE		9,712			9,190
Net interest margin		3.47	%		3.35	%
Taxable equivalent adjustment1		0.01			0.02
Net interest margin, FTE		3.48	%		3.37	%

All values are in US Dollars.

1 Net interest income on a fully-taxable equivalent ("FTE") basis, restates interest on tax-exempt securities and loans as if such interest were subject to federal income tax at the statutory rate. Net interest income on an FTE basis differs from net interest income under U.S. Generally Accepted Accounting Principles, and is considered a non-GAAP measure.

PRE-PROVISION NET REVENUE

(Unaudited)
(Dollars in thousands)
Pre-Provision Net Revenue (PPNR)
Net interest income		9,681		9,148
Total noninterest income		1,696		1,772
Total revenue		11,377		10,920
Less: Noninterest expense		6,481		6,142
PPNR (Non-GAAP)		4,896		4,778

All values are in US Dollars.

TANGIBLE EQUITY

(Unaudited)
(Dollars in thousands)
Total Shareholders' Equity (GAAP)		118,335		109,555
Less: Goodwill		4,728		4,728
Tangible Shareholders' Equity (Non-GAAP)		113,607		104,827

All values are in US Dollars.