UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 000-21714

CSB BANCORP, INC.

(Exact name of Registrant as specified in its Charter)

Ohio	34-1687530
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)
91 North Clay Street<br><br>Millersburg, Ohio	44654
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (330) 674-9015

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

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange on which registered
Common Shares, $6.25 par value	CSBB	OTC ID

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock as of June 30, 2025 of $43.50 per share on the OTC Stock Market, was $106.4 million.

The number of shares of Registrant’s Common Stock outstanding as of March 10, 2026 was 2,627,015.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of CSB Bancorp Inc.’s Proxy Statement for the 2026 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.

Auditor Firm Id:	74	Auditor Name:	S.R. Snodgrass, P.C.	Auditor Location:	Cranberry Township, PA

Certain risks are involved in providing loans, including, but not limited to, the borrowers’ ability and willingness to repay the debt. Before the Bank extends a new loan or renews an existing loan to a customer, these risks are assessed through a review of the borrower’s past and current credit history, the collateral being used to secure the transaction, if any, and other factors. For all commercial loan relationships greater than $500,000, the Bank’s internal credit department performs an annual risk rating review. In addition to this review, an independent, outside loan review firm is engaged to review a sample of watch list and adversely classified credits over $500,000 and a sample of commercial loan relationships greater than $1,000,000. The outside loan review also assesses management’s current credit grades and provides commentary with regard to assigned ratings, as well as assesses management’s specific loan loss reserves for loans included in their sample that are considered to be impaired. In addition, any loan over $100,000 identified as a problem credit by management and/or the external loan review consultants is assigned to the Bank’s “loan watch list,” has a written action plan created specifically for the loan relationship and is subject to ongoing review at least quarterly by the Bank’s credit department and the assigned loan officer to ensure appropriate action is taken if deterioration continues. These "watch list action plans" are reviewed with the Executive Committee of the Board quarterly.

Commercial loan rates are variable and fixed and include operating lines of credit and term loans made to businesses, primarily based on their ability to repay the loan from the cash flow of the business. Business assets such as equipment, accounts receivable, and inventory typically secure such loans. When the borrower is not an individual, the Bank generally obtains the personal guarantee of the business owner. These loans typically involve larger loan balances, are generally dependent on the cash flow of the business, and thus may be subject to a greater extent to adverse conditions in the general economy or in a specific industry. Management reviews the borrower’s cash flows when deciding whether to grant the credit in order to evaluate whether estimated future cash flows will be adequate to service principal and interest of the new obligation in addition to existing obligations.

Commercial real estate loans are primarily secured by borrower-occupied business real estate and are dependent on the ability of the related business to generate adequate cash flow to service the debt. Commercial real estate loans are generally originated with a loan-to-value ratio of 80% of the lower of cost or appraised value. Commercial construction loans are secured by commercial real estate and in most cases the Bank also provides the permanent financing. The Bank monitors advances and the maximum loan to value ratio is typically limited to the lesser of 80% of cost or appraised value. Management performs much of the same analysis when deciding whether to grant a commercial real estate loan as when deciding whether to grant a commercial loan.

Residential real estate loans carry both fixed and variable rates and are secured by the borrower’s residence. Such loans are made based on the borrower’s ability to make repayment from employment and other income. Management assesses the borrower’s ability and willingness to repay the debt through review of credit history and ratings, verification of employment and other income, review of debt-to-income ratios, and other measures of repayment ability. The Bank generally makes these loans in amounts of 80% or less of the value of the collateral or up to 95% of collateral value with private mortgage insurance. An appraisal from a qualified real estate appraiser or an evaluation based on comparable market values is obtained for substantially all loans secured by real estate. Residential construction loans are secured by residential real estate that generally will be occupied by the borrower upon completion. The Bank usually makes the permanent loan at the end of the construction phase. Generally, construction loans are made in amounts of 80% or less of the value of the as-completed collateral.

Home equity lines of credit are made to individuals and are secured by second or first mortgages on the borrower’s residence. Loans are based on similar credit and appraisal criteria used for residential real estate loans; however, loans up to 90% of the value of the property may be approved for borrowers with excellent credit histories. These loans typically bear interest at variable rates and require minimum monthly payments of the accrued interest.

Installment loans to individuals include unsecured loans and loans secured by recreational vehicles (“RVs”), automobiles, and other consumer assets. Consumer loans for the purchase of new RV’s and new automobiles generally do not exceed 125% of Dealer Invoice on RV’s or 110% of the Manufacturer’s Suggested Retail Price (MSRP) of an automobile. Loans for used RV’s and automobiles do not exceed 120% of the “clean trade-in value” as reported in the current “J.D. Power” used vehicle guides. Overdraft protection loans are unsecured personal lines of credit to individuals who have demonstrated good credit character with reasonably assured sources of income and satisfactory credit histories. Consumer loans generally involve more risk than residential mortgage loans because of the type and nature of collateral and, in certain types of consumer loans, absence of collateral. Since these loans are generally repaid from ordinary income of the individual or family unit, repayment may be adversely affected by job loss, divorce, ill health, or by a general decline in economic conditions. The Bank assesses the borrower’s ability and willingness to repay through a review of credit history, credit ratings, debt-to-income ratios, and other measures of repayment ability.

While CSB’s chief decision-makers monitor the revenue streams of the various financial products and services, operations are managed, and financial performance is evaluated, on a Company-wide basis. Accordingly, all of the Company’s banking operations are considered by management to be aggregated in one reportable operating segment. For a discussion of the Company’s financial performance for the fiscal year ended December 31, 2025, see item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations and item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

Employees

On December 31, 2025, the Company had 190 employees, 168 of which were employed on a full-time basis. CSB has no separate employees not also employed by the Bank. No employees are covered by collective bargaining agreements. Employees are provided benefit programs, some of which are contributory. Management considers its employee relations to be good.

Competition

The financial services industry is highly competitive. In its primary market area of Holmes, Stark, Tuscarawas, Wayne and surrounding Ohio counties, the Bank competes for new deposit dollars and loans with other commercial banks, including both large regional banks and smaller community banks, as well as savings and loan associations, credit unions, finance companies, insurance companies, brokerage firms, investment companies, private lenders, and technology-based providers of financial services (sometimes referred to as “fintech” companies).

Competition within the financial service industry continues to increase as a result of mergers between, and expansion of, financial service providers within and outside of the Company’s primary market areas. In addition, securities firms and insurance companies that have elected to become financial holding companies may acquire commercial banks and other financial institutions, which can create additional competitive pressure.

Management believes the primary factors in competing for loans and deposits are interest rates, availability of services, quality of customer service, convenience, and name recognition. Some of the Company’s competitors may have greater resources and as such, higher lending limits, or fewer regulatory constraints and lower cost structures, all of which may adversely affect the Company’s ability to compete.

Investor Relations

The Company’s website address is www.csb1.com. The Company makes available its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, free of charge on its website as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission (the “SEC”). The Company also makes available through its website, other reports filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including its proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act, as well as the Company’s Code of Ethics. References to our website in this Annual Report on Form 10-K are provided as a convenience and do not constitute, and should not be deemed, an incorporation by reference of the information contained on, or available through, the website, and such information should not be considered part of this Annual Report on Form 10-K.

In addition, the Company’s filings are available on the SEC’s website at www.sec.gov free of charge as soon as reasonably practicable after the Company has filed the above referenced reports.

Supervision and Regulation of CSB and the Bank

CSB and the Bank are subject to extensive regulation by federal and state regulatory agencies. The regulation of financial holding companies and their subsidiaries by bank regulatory agencies is intended primarily for the protection of consumers, depositors, borrowers, the deposit insurance fund of the FDIC (the “DIF”), and the banking system as a whole and not for the protection of shareholders.

CSB is a bank holding company that has registered with the Federal Reserve Board (“FRB”) as a financial holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Pursuant to the Gramm-Leach-Bliley Act of 1999 (“GLBA”), a qualifying bank holding company may elect to become a financial holding company and thereby affiliate with securities firms and insurance companies and engage in other activities that are financial in nature and not otherwise permissible for a bank holding company, if: (i) the holding company is "well managed" and "well capitalized" and (ii) each of its subsidiary banks (a) is well capitalized under the Federal Deposit Insurance Corporation Act of 1991 prompt corrective action provisions, (b) is well managed, and (c) has at least a "satisfactory" rating under the Community Reinvestment Act (the “CRA”). CSB has been a financial holding company since 2005. No regulatory approval is required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the FRB. The financial holding company and its subsidiaries must continue to meet the above-described requirements in order to continue to engage in activities that are financial in nature without being subjected to regulatory action or restriction, which could include divestiture of the subsidiary or subsidiaries.

GLBA defines “financial in nature” to include securities underwriting, dealing, and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking; and activities that the FRB has determined to be closely related to banking. CSB is also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, the Exchange Act, and the regulations rules and regulations promulgated thereunder, as administered by the SEC.

The Bank, as an Ohio state-chartered bank and member of the Federal Reserve System, is subject to regulation, supervision, and examination by the Ohio Division of Financial Institutions and the FRB. Because the FDIC insures its deposits, the Bank is also subject to certain FDIC regulations. The FDIC is an independent federal agency which insures the deposits, up to prescribed statutory limits, of federally insured banks and savings associations, and safeguards the safety and soundness of the financial institution industry. The Bank’s deposits are insured up to applicable limits by the DIF, and the Bank is subject to deposit insurance assessments to maintain the DIF. In addition, the Bank is subject to regulations promulgated by the Consumer Financial Protection Bureau (the “CFPB”), which was established by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the “Dodd-Frank Act”).

The earnings, dividends, and other aspects of the operations and activities of CSB and the Bank are affected by state and federal laws and regulations, and by policies of various regulatory authorities. These policies include, for example, statutory maximum lending rates, requirements on maintenance of reserves against deposits, domestic monetary policies of the FRB, United States fiscal and economic policies, international currency regulations and monetary policies, certain restrictions on relationships with many phases of the securities business, and capital adequacy and liquidity restraints.

The following information describes selected federal and state statutory and regulatory provisions that have, or could have, a material impact on the Company’s business. This discussion is qualified in its entirety by reference to the full text of the particular statutory or regulatory provisions contained or referenced herein.

Regulation of Bank Holding Companies

As a financial holding company, CSB’s activities are subject to regulation by the FRB. CSB is subject to regular examinations by the FRB and is required to file reports and such additional information as the FRB may require. The FRB has extensive enforcement authority over bank holding companies, including the ability to assess civil money penalties, issue cease and desist orders, and require that a bank holding company divest subsidiaries (including subsidiary banks). The FRB may initiate enforcement actions for violations of laws and regulations, and for unsafe and unsound practices. Under FRB policies, a bank holding company is expected to act as a “source of strength” to its subsidiary banks and to commit resources to support those subsidiary banks. Under this policy, the FRB may require a bank holding company to contribute additional capital to an undercapitalized subsidiary bank.

The BHC Act requires the prior approval of the FRB in cases where a bank holding company proposes to acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that is not already majority-owned by it, acquire all or substantially all of the assets of another bank or another financial or bank holding company, or merge or consolidate with any other financial or bank holding company.

Economic Growth, Regulatory Relief and Consumer Protection Act

On May 25, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Regulatory Relief Act”) was signed into law. The Regulatory Relief Act repealed or modified certain provisions of the Dodd-Frank Act and eased regulations on all but the largest banks (those with consolidated assets in excess of $250 billion). Bank holding companies with consolidated assets of less than $100 billion, including CSB, are no longer subject to enhanced prudential standards. The Regulatory Relief Act also relieves bank holding companies and banks with consolidated assets of less than $100 billion, including CSB, from certain record-keeping, reporting and disclosure requirements.

Current Expected Credit Loss Model

In December 2019, the federal banking agencies issued a final rule to address regulatory treatment of credit loss allowances under the current expected credit loss ("CECL”) models. The rule revised the federal banking agencies’ regulatory capital rules to identify which credit loss allowances under the CECL model are eligible for inclusion in regulatory capital and to provide banking organizations the option to phase in over three years the day-one adverse effects on regulatory capital that may result from the adoption of the CECL model. Concurrent with the enactment of the Coronavirus Aid, Relief, and Economic Security Act of 2020, as amended, federal banking agencies issued an interim final rule that delayed the estimated impact on regulatory capital resulting from the adoption of CECL. The interim final rule provided banking organizations that implemented CECL prior to the end of 2020 the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of capital benefit provided during the initial two-year delay. On August 26, 2020, the federal banking agencies issued a final rule that made certain technical changes to the interim final rule, including expanding the pool of eligible institutions. The Bank adopted the CECL model January 1, 2023, since it is a smaller reporting company.

Regulatory Capital

The FRB adopted risk-based capital guidelines for bank holding companies and state member banks, designed to absorb losses. The guidelines provide a systematic analytical framework, which makes regulatory capital requirements sensitive to differences in risk profiles among banking organizations, takes off-balance sheet exposures expressly into account in evaluating capital adequacy and incentivizes holding liquid, low-risk assets. Capital levels as measured by these standards are also used to categorize financial institutions for purposes of certain Prompt Corrective Action regulatory provisions.

In July 2013, the United States banking regulators issued capital rules applicable to smaller banking organizations which also implement certain of the provisions of the Dodd-Frank Act (the “Basel III Capital Rules”). The Basel III Capital Rules include (i) a minimum common equity tier 1 capital ratio of 4.5%, (ii) a minimum tier 1 capital ratio of 6.0%, (iii) a minimum total capital ratio of 8.0%, and (iv) a minimum leverage ratio of 4.0%. Common equity for the common equity tier 1 capital ratio includes common stock (plus related surplus) and retained earnings, plus limited amounts of minority interests in the form of common stock, less the majority of certain regulatory deductions.

Tier 1 capital includes common equity as defined for the common equity tier 1 capital ratio, plus certain non-cumulative preferred stock and related surplus, cumulative preferred stock and related surplus, and trust preferred securities that have been grandfathered (but which are not permitted going forward), and limited amounts of minority interests in the form of additional tier 1 capital instruments, less certain deductions.

Tier 2 capital, which can be included in the total capital ratio, includes certain capital instruments (such as subordinated debt) and limited amounts of the allowance for loan and lease losses, subject to new eligibility criteria, less applicable deductions.

The deductions from common equity tier 1 capital include goodwill and other intangibles, certain deferred tax assets, mortgage-servicing assets above certain levels, gains on sale in connection with a securitization, investments in a banking organization’s own capital instruments, and investments in the capital of unconsolidated financial institutions (above certain levels).

Under the guidelines, capital is compared to the relative risk related to the balance sheet. To derive the risk included in the balance sheet, one of several risk weights is applied to different balance sheet and off-balance sheet assets, primarily based on the relative credit risk of the counterparty. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The Basel III Capital Rules place restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers in the event the Company does not hold a capital conservation buffer of greater than 2.5% composed of common equity tier 1 capital above its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter. Pursuant to the FRB’s Small Bank Holding Company Policy statement (“SBHC Policy”), a bank holding company with assets of less than $3 billion and meeting certain other requirements is not required to comply with the consolidated capital requirements until such company exceeds $3 billion in assets or is otherwise determined by the FRB not to qualify as a small bank holding company. On December 31, 2023, CSB was deemed to be a small bank holding company under the SBHC Policy and was not required to comply with the FRB’s regulatory capital requirements. The Bank, however, must comply with the new capital requirements.

Prompt Corrective Action

The federal banking agencies have established a system of “prompt corrective action” to resolve certain of the problems of undercapitalized institutions. This system is based on five capital level categories for insured depository institutions: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized”, and “critically undercapitalized.”

The federal banking agencies may (or in some cases must) take certain supervisory actions depending upon a bank’s capital level. For example, the banking agencies must appoint a receiver or conservator for a bank within 90 days after it becomes “critically undercapitalized” unless the bank’s primary regulator determines, with the concurrence of the FDIC, that other action would better achieve regulatory purposes. Banking operations otherwise may be significantly affected depending on a bank’s capital category. For example, a bank that is not “well capitalized” generally is prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market, and the holding company of any undercapitalized depository institution must guarantee, in part, specific aspects of the bank’s capital plan for the plan to be acceptable.

In order to be “well-capitalized,” a bank must have a minimum common equity tier 1 capital ratio of 6.5%, a total risk-based capital ratio of at least 10.0%, a tier 1 risk-based capital ratio of at least 8.0%, and a leverage ratio of at least 5.0%, and the bank must not be subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure.

As of December 31, 2025, the Bank met the ratio requirements in effect at that date to be deemed “well-capitalized.” See Note 12 – Regulatory Matters of the Notes to Consolidated Financial Statements, located in Item 8 Financial Statements and Supplementary Data of this 10-K.

Deposit Insurance

Substantially all of the deposits of the Bank are insured up to applicable limits by the DIF, and the Bank is assessed quarterly deposit insurance premiums to maintain the DIF. Insurance premiums for each insured institution are determined based upon the institution’s capital level and supervisory rating provided to the FDIC by the institution’s primary federal regulator and other information deemed by the FDIC to be relevant to the risk posed to the DIF by the institution. The assessment rate is then applied to the amount of the institution’s assessment base to determine the institution’s insurance premium. The deposit insurance assessment base is calculated on average assets less average tangible equity.

The FDIC assesses a quarterly deposit insurance premium on each insured institution based on risk characteristics of the insured institution and may also impose special assessments in emergency situations. The premiums fund the DIF. Pursuant to the Dodd-Frank Act, the FDIC has established reserve ratios. On June 30, 2019, the reserve ratios were met and the FDIC applied credits for banks with assets of less than $10 billion ("small bank credits") beginning September 30, 2019 through the June 2020 premium payment. The FDIC rules further changed the method of determining risk-based assessment rates for established banks with less than $10 billion in assets to better ensure that banks taking on greater risks pay more for deposit insurance than banks that take on less risk. As of June 30, 2020, the FDIC’s designated reserve ratio (“DRR”) fell below the statutory minimum DRR of 1.35%, to 1.30%. As a result, the FDIC adopted a restoration plan requiring the restoration of the DRR to 1.35% within eight years (September 30, 2028).

As insurer, the FDIC is authorized to conduct examinations of, and to require reporting by, federally insured institutions. It also may prohibit any federally insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious threat to the DIF. The FDIC also has the authority to take enforcement actions against insured institutions. Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged or is engaging in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by the FDIC or written agreement entered into with the FDIC.

The management of the Bank does not know of any practice, condition, or violation that might lead to termination of deposit insurance.

Audits

The FDIC requires insured depository institutions with total assets in excess of $1 billion to have an annual independent audit made of the institution’s financial statements by an independent public accountant to verify that the financial statements of the institution are presented fairly and in accordance with generally accepted accounting principles and comply with such other disclosure requirements as prescribed by the FDIC. Effective January 1, 2026, the FDIC amended its rules and regulations to, in part, increase the threshold requirement for insured depository institutions to obtain an independent auditor’s report on the institution’s internal control over financial reporting from $1 billion in total assets to $5 billion in total assets.

Limits on Dividends and Other Payments

There are various legal limitations on the extent to which subsidiary banks may finance or otherwise supply funds to their parent holding company. Under applicable federal and state laws, a subsidiary bank may not, subject to certain limited exceptions, make loans or extensions of credit to, or investments in the securities of, its parent holding company. Subsidiary banks are also subject to collateral security requirements for any loan or extension of credit permitted by such exceptions.

Payments of dividends by the Bank are limited by applicable state and federal laws and regulations. The ability of CSB to obtain funds for the payment of dividends and for other cash requirements is largely dependent on the amount of dividends that may be declared by the Bank. However, the FRB expects CSB to serve as a source of strength for the Bank and may require CSB to retain capital for further investment in the Bank, rather than pay dividends to CSB shareholders. Payment of dividends by the Bank may be restricted at any time at the discretion of its applicable regulatory authorities if they deem such dividends to constitute an unsafe or unsound banking practice. These provisions could have the effect of limiting CSB’s ability to pay dividends on its common shares.

FRB policy requires CSB to provide notice to the FRB in advance of the payment of a dividend to CSB’s shareholders under certain circumstances and states that insured banks and bank holding companies should generally only pay dividends out of current operating earnings. Additionally, the Ohio Revised Code restricts the amount a Bank can dividend if the total amount of all dividends, including the proposed dividend, declared by the Bank in any calendar year exceeds the total of its retained net income of that year to date, combined with its retained net income of the two preceding years, unless the dividend is approved by the Ohio Division of Financial Institutions.

Consumer Protection Laws and Regulations

Banks are subject to regular examination to ensure compliance with federal statutes and regulations applicable to their business, including consumer protection statutes and implementing regulations. The Dodd-Frank Act established the CFPB, which has extensive regulatory and enforcement powers over consumer financial products and services. The CFPB has adopted numerous rules with respect to consumer protection laws, amending some existing regulations and adopting new ones, and has commenced enforcement actions against various parties. The following are just some of the consumer protection laws applicable to the Bank:

• Equal Credit Opportunity Act: prohibits discrimination in any credit transaction on the basis of any of various criteria.
• Truth in Lending Act: requires that credit terms are disclosed in a manner that permits a consumer to understand and compare credit terms more readily and knowledgeably.
• Fair Housing Act: makes it unlawful for a lender to discriminate in its housing-related lending activities against any person on the basis of any of certain criteria.
• Home Mortgage Disclosure Act: requires financial institutions to collect data that enables regulatory agencies to determine whether the financial institutions are serving the housing credit needs of the communities in which they are located.
• Real Estate Settlement Procedures Act: requires that lenders provide borrowers with disclosures regarding the nature and cost of real estate settlements and prohibits abusive practices that increase borrowers’ costs.
• Privacy provisions of the Gramm-Leach-Bliley Act: requires financial institutions to establish policies and procedures to restrict the sharing of non-public customer data with non-affiliated parties and to protect customer information from unauthorized access.

The banking regulators also use their authority under the Federal Trade Commission Act to take supervisory or enforcement action with respect to unfair or deceptive acts or practices by banks that may not necessarily fall within the scope of specific banking or consumer finance law.

Community Reinvestment Act

CRA requires depository institutions to assist in meeting the credit needs of their market areas, including low- and moderate-income areas, consistent with safe and sound banking practice. Under this Act, each institution is required to adopt a statement for each of its market areas describing the depository institution’s efforts to assist in its community’s credit needs. Depository institutions are periodically examined for compliance and assigned one of four ratings: outstanding, satisfactory, needs improvement, or substantial noncompliance. The rating assigned to a financial institution is considered in connection with various applications submitted by a financial institution or its holding company to its banking regulators, including applications to acquire another financial institution or to open a new branch office. In addition, all subsidiary banks of a financial holding company must maintain a satisfactory or outstanding rating in order for the financial holding company to avoid limitations on its activities. The Bank received a rating of “outstanding" in its most recent CRA examination.

Customer Privacy

Under the GLBA, federal banking agencies have adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to nonaffiliated third parties. These limitations require distribution of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to nonaffiliated third parties.

USA Patriot Act

The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended (the “Patriot Act”), and related regulations require regulated financial institutions to establish a program specifying procedures for obtaining identifying information from customers seeking to open new accounts and establish enhanced due diligence policies, procedures and controls designed to detect and report suspicious activity.

The Anti-Money Laundering Act of 2020 (the “AMLA”), which amends the Bank Secrecy Act of 1970 (the “BSA”), was enacted in January 2021. The AMLA is intended to be a comprehensive reform and modernization to U.S. bank secrecy and anti-money laundering laws. Among other things, it codifies a risk-based approach to anti-money laundering compliance for financial institutions; requires the development of standards for evaluating technology and internal processes for BSA compliance; expands enforcement-related and investigation-related authority, including increasing available sanctions for certain BSA violations and instituting BSA whistleblower initiatives and protections.

The Bank has established policies and procedures to be compliant with the requirements of the Patriot Act and the AMLA.

Office of Foreign Assets Control Regulation

The United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) administers and enforces economic and trade sanctions against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of specially designated targets and countries. CSB is responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence. Failure to comply with these sanctions could have serious financial, legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. Regulatory authorities have imposed cease and desist orders and civil money penalties against institutions found to be violating these obligations.

Cybersecurity

In March 2015, federal regulators issued two related statements regarding cybersecurity. One statement indicates that financial institutions should design multiple layers of security controls to establish several lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing Internet-based services of the financial institution. The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption, and maintenance of the financial institution’s operations after a cyber-attack involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the financial institution or its critical service providers fall victim to this type of cyber-attack. If CSB fails to observe the regulatory guidance, it could be subject to various regulatory sanctions, including financial penalties.

In February 2018, the SEC published interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents. These SEC guidelines, and any other regulatory guidance, are in addition to notification and disclosure requirements under state and federal banking law and regulations.

In November 2021, federal banking agencies issued a final rule that became effective in May 2022 requiring banking organizations that experience a cybersecurity incident to notify certain entities. A cybersecurity incident occurs when actual or potential harm to the confidentiality, integrity, or availability of information or an information system occurs, or there is a violation or imminent threat of a violation to banking security policies and procedures. The affected bank must notify its respective federal regulator of the cybersecurity incident as soon as possible and no later than 36 hours after the bank determines a cybersecurity incident that rises to the level of a notification incident has occurred. These notifications are intended to promote early awareness of threats to banking organizations and will help banks react to those threats before they manifest into larger incidents. This rule also requires bank service providers to notify their bank organization customers of a cybersecurity incident that has caused, or is reasonably likely to cause, a material service disruption or degradation for four or more hours.

Furthermore, once final rules are adopted, the Cyber Incident Reporting for Critical Infrastructure Act, enacted in March 2022, will require certain covered entities to report a covered cyber incident to the U.S. Department of Homeland Security’s Cybersecurity & Infrastructure Security Agency (“CISA”) within 72 hours after it reasonably believes an incident has occurred. Separate reporting to CISA will also be required within 24 hours, if a ransom payment is made as a result of a ransomware attack.

On July 26, 2023, the SEC adopted final rules that require public companies to promptly disclose material cybersecurity incidents in a Current Report on Form 8-K and detailed information regarding their cybersecurity risk management, strategy, and governance on an annual basis in an Annual Report on Form 10-K. Companies are required to report on Form 8-K any cybersecurity incident they determine to be material within four business days of making that determination. See Item 1C “Cybersecurity” in Part I of this Form 10-K. These SEC rules, and any other regulatory guidance, are in addition to notification and disclosure requirements under state and federal banking law and regulations.

State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently, several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. Many states have also recently implemented or modified their data breach notification and data privacy requirements. CSB expects this trend of state-level activity in those areas to continue and is continually monitoring developments in the states in which our customers are located.

Effect of Environmental Regulation

Compliance with federal, state, and local provisions regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had a material effect upon the capital expenditures, earnings, or competitive position of CSB or its subsidiaries. CSB believes the nature of the operations of its subsidiaries has little, if any, environmental impact. CSB, therefore, anticipates no material capital expenditures for environmental control facilities for its current fiscal year or for the foreseeable future.

CSB believes its primary exposure to environmental risk is through the lending activities of the Bank. In cases where management believes environmental risk potentially exists, the Bank mitigates environmental risk exposure by requiring environmental site assessments at the time of loan origination to confirm collateral quality as to commercial real estate parcels posing higher than normal potential for environmental impact, as determined by reference to present and past uses of the subject property and adjacent sites.

Executive and Incentive Compensation

Following the adoption of additional listing requirements in 2023 to comply with the Dodd-Frank Act and rules adopted by the SEC in October 2022, public companies listed on the NYSE or Nasdaq are now required to adopt and implement “clawback” procedures policies for incentive compensation payments and to disclose the details of the procedures, which allow recovery of incentive compensation that was paid on the basis of erroneous financial information necessitating an accounting restatement due to material noncompliance with financial reporting requirements. This clawback policy is intended to apply to compensation paid within the three completed fiscal years immediately preceding the date the issuer is required to prepare a restatement a three-year look-back window of the restatement and would cover all executives (including former executives) who received incentive awards. CSB adopted a clawback policy effective December 1, 2023, though it is not required to do so.

Future Legislation

Various and significant legislation affecting financial institutions and the financial industry is from time to time adopted by the U.S. Congress and state legislatures, and regulatory agencies frequently adopt or amend regulations. Such legislation and regulation may continue to change banking laws and regulations and the operating environment of CSB and its subsidiaries in substantial and unpredictable ways and could significantly increase or decrease costs of doing business, limit or expand permissible activities, or affect the competitive balance among financial institutions. The nature and extent of future legislative and regulatory changes affecting financial institutions remains very unpredictable.

Statistical Disclosures

The following schedules present, for the periods indicated, certain financial and statistical information of the Company as required under the SEC’s “Subpart 1400 of Regulation S-K”, as amended on September 11, 2020, or a specific reference as to the location of required disclosures in Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) or Item 8 Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Distribution of Assets, Liabilities, and Stockholders’ Equity; Interest Rates and Interest Differential

The information set forth under the heading, “Average Balance Sheets and Net Interest Margin Analysis” located in the MD&A is incorporated by reference herein.

The information set forth under the heading, “Rate/Volume Analysis of Changes in Income and Expense” located in the MD&A is incorporated by reference herein.

Investment Portfolio

The following is a schedule of maturities for each category of debt securities and the related weighted average yield of such securities as of December 31, 2025:

	One Year or Less					After One Year<br>Through Five<br>Years					Maturing<br>After Five Years<br>Through Ten<br>Years					After Ten Years					Total
(Dollars in thousands)	Amortized<br>Cost		Yield			Amortized<br>Cost		Yield			Amortized<br>Cost		Yield			Amortized<br>Cost		Yield			Amortized<br>Cost		Yield
Available-for-sale:
U.S. Treasuries	$	3,003		3.98	%	$	2,007		3.73	%	$	—		—	%	$	—		—	%	$	5,010		3.88	%
U.S. Government agencies		—		—			3,000		0.74			—		—			—		—			3,000		0.74
Mortgage-backed securities of<br>   government agencies		70		2.39			1,544		0.78			9,831		1.36			91,753		3.76			103,198		3.49
Asset-backed securities of<br>   government agencies		—		—			—		—			355		5.19			—		—			355		5.19
State and political subdivisions		1,500		4.29			9,709		2.08			451		1.81			—		—			11,660		2.35
Corporate bonds		1,501		4.85			8,953		2.69			3,700		3.65			—		—			14,154		3.17
Total	$	6,074		4.25	%	$	25,213		2.19	%	$	14,337		2.06	%	$	91,753		3.76	%	$	137,377		3.32	%
Held-to-maturity:
U.S. Treasuries	$	2,494		1.19	%	$	2,903		1.15	%	$	—		—	%	$	—		—	%	$	5,397		1.17	%
Mortgage-backed securities of<br>   government agencies		—		—			—		—			72		1.86			175,189		1.99			175,261		1.99
State and political subdivisions		—		—			1,021		1.39			1,466		2.25			—		—			2,487		1.90
Total	$	2,494		1.19	%	$	3,924		1.21	%	$	1,538		2.24	%	$	175,189		1.99	%	$	183,145		1.97	%

The weighted average yields are calculated using amortized cost of investments and are based on coupon rates for securities purchased at par value, and on effective interest rates considering amortization or accretion if securities were purchased at a premium or discount. The weighted average yield on tax-exempt obligations is presented on a tax-equivalent basis using the Company’s marginal federal income tax rate of 21%.

Loan Portfolio

The following is a schedule of maturities of loans based on contract terms and assuming no amortization or prepayments, as of December 31, 2025:

	Maturing
(Dollars in thousands)	One Year<br>or Less		One<br>Through<br>Five Years		Five Through Fifteen Years		After Fifteen<br>Years		Total
Commercial and industrial	$	67,890	$	49,278	$	30,984	$	4,505	$	152,657
Commercial real estate		8,105		12,382		50,544		184,880		255,911
Commercial lessors of buildings		584		5,449		25,363		82,614		114,010
Construction		2,313		5,732		10,216		29,721		47,982
Consumer mortgage		30		3,225		27,483		162,560		193,298
Home equity line of credit		2,559		10,416		39,641		—		52,616
Consumer installment		227		6,427		2,313		52		9,019
Consumer indirect		1		357		4,008		—		4,366
Total	$	81,709	$	93,266	$	190,552	$	464,332	$	829,859

The following is a schedule of fixed rate and variable rate loans due after one year from December 31, 2025.

(Dollars in thousands)	Fixed Rate		Variable Rate
Commercial and industrial	$	43,965	$	40,802
Commercial real estate		1,163		246,643
Commercial lessors of buildings		722		112,704
Construction		1,691		43,978
Consumer mortgage		33,085		160,183
Home equity line of credit		294		49,763
Consumer installment		7,778		1,014
Consumer indirect		4,365		—
Total	$	93,063	$	655,087

Summary of Credit Loss Experience

The following schedule presents an analysis of net charge-offs (recoveries) to average loans, and related ratios for the years ended:

	December 31, 2025								December 31, 2024
(Dollars in thousands)	Net (Charge-offs) Recoveries			Average Loans		Net (Charge-offs) Recoveries as a % of Average Loans			Net (Charge-offs) Recoveries			Average Loans		Net (Charge-offs) Recoveries as a % of Average Loans
Commercial and industrial	$	(57	)	$	150,234		-0.04	%	$	(5,597	)	$	144,306		-3.88	%
Commercial real estate		(302	)		225,043		-0.13	%		(597	)		192,555		-0.31	%
Commercial lessors of buildings		—			108,004		0.00	%		—			94,553		0.00	%
Construction		—			57,246		0.00	%		—			55,766		0.00	%
Consumer mortgage		2			185,934		0.00	%		10			171,475		0.01	%
Home equity line of credit		—			48,547		0.00	%		—			44,373		0.00	%
Consumer installment		(59	)		9,518		-0.62	%		(48	)		10,378		-0.46	%
Consumer indirect		(12	)		4,856		-0.25	%		(24	)		5,622		-0.43	%
Total	$	(428	)	$	789,383		-0.05	%	$	(6,256	)	$	719,028		-0.87	%

The following schedule is a breakdown of the allowance for credit losses allocated by type of loan and related ratios. While management’s periodic analysis of the adequacy of the allowance for credit losses may allocate portions of the allowance for specific problem-loan situations, the entire allowance is available for any loan charge-offs that occur.

	Allocation of the Allowance for Credit Losses
	(Dollars in thousands)
		Allowance <br>Amount		Percentage<br>of Loans<br>in Each<br>Category<br>to Total<br>Loans			Allowance <br>Amount		Percentage<br>of Loans<br>in Each<br>Category<br>to Total<br>Loans
		December 31, 2025					December 31, 2024
Commercial and industrial		$	6,886		18	%	$	2,919		19	%
Commercial real estate			2,394		31			1,681		26
Commercial lessors of buildings			1,314		14			1,141		14
Construction			524		6			502		9
Consumer mortgage			838		23			812		24
Home equity line of credit			227		6			205		6
Consumer installment			84		1			92		1
Consumer indirect			203		1			243		1
Total		$	12,470		100	%	$	7,595		100	%

Deposits

The following is a schedule of average deposit amounts and average rates paid on each category for the periods indicated:

	Average Amounts Outstanding<br>Year ended December 31,				Average Rate Paid<br>Year ended December 31,
(Dollars in thousands)	2025		2024		2025			2024
Noninterest-bearing demand	$	281,716	$	281,675	N/A			N/A
Interest-bearing demand		233,401		227,842		0.73	%		0.90	%
Savings deposits		313,766		302,621		0.94			1.07
Time deposits		257,827		223,421		3.78			4.08
Total deposits	$	1,086,710	$	1,035,559

The Bank does not have any material deposits by foreign depositors. The total uninsured portion of all deposit accounts greater than $250 thousand was $281 million as of December 31, 2025, and $244 million as of December 31, 2024. The following is a schedule of maturities of time certificates of deposit in amounts greater than $250 thousand as of December 31, 2025:

(Dollars in thousands)	Time Deposits Greater than 250 Thousand
Three months or less
Over three through six months
Over six through twelve months
Over twelve months
Total

All values are in US Dollars.

ITEM 1A. RISK FACTORS.

Not Applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 1C. CYBERSECURITY

In the ordinary course of business, CSB relies on electronic communications and information systems to conduct its operations and to store sensitive data. CSB employs an in-depth, layered, defensive approach that leverages people, processes and technology to manage and maintain cybersecurity controls. CSB employs a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. CSB places a high priority and focus on securing the confidential information it receives and stores about its customers and associates and providing highly available systems.

Governance

Our Information Security (“IS”) Program consists of policies, procedures and guidelines to ensure the security, availability, and confidentiality of systems and customer information. The IS Program is led by our Information Security Officer (“ISO”) under the direction of the President/ Chief Operations Officer (“COO”) and is subject to oversight by our IT Steering Committee. The IT Steering Committee is a cross-functional management committee with overall responsibilities for identifying and approving the IT Strategic plan, identifying and approving strategic technology based initiatives that improve/enhance the security posture and mitigation efforts of cybersecurity threats, monitoring of the technology infrastructure and systems, monitoring critical vendors, monitoring cybersecurity threats and issues, and conducting, reviewing, and monitoring IT based risk assessments. These efforts include the framework used to identify and prevent cyberattacks or breaches. The IT Steering Committee makes recommendations for approval of certain risk assessments, risk frameworks, and appropriate application of mitigation strategies and frameworks to the Board of Directors.

The Board of Directors oversees the IS Program in the following ways: (a) monitors and oversees the Company’s business and information technology operations necessary for its business plan, including projected growth, technology capacity, planning, operational execution, product development and management capacity, (b) reviews the Company’s framework(s) to prevent, detect, and respond to cyberattacks or breaches, as well as identifying areas of concern regarding possible vulnerabilities, and reviews policies pertaining to information security and cyber threats, taking into account the potential for external threats, internal threats, and threats arising from transaction and contractual relationships with trusted third party vendors, and (c) reviews the Company’s incident response, business continuity and disaster recovery planning and preparedness including processes, policies and procedures that are related to preparing for recovery or continuation of technology infrastructure which are vital to the Company. As part of the Board’s oversight, the Board receives frequent reports from the CIO and ISO including the summarization of new and emerging cybersecurity threats and trends and the effectiveness of our IS Program in mitigating cybersecurity threats among other items. In the event of an information security incident, our Incident Response Plan clarifies the steps for escalation according to the severity of the event.

The IS team is staffed primarily with internal associates, and we utilize third party service providers for extended coverage. We hire IS team members that have relevant information security experience or technology certifications and knowledge to implement and oversee the procedures and processes of our IS Program and to adequately manage and enforce our policies and procedures. Further, management involved in the cybersecurity process, possess the necessary skills and expertise to adequately manage and enforce our policies and procedures.

While all vendors are subject to our vendor management process, those with access to our data and data centers are subject to more rigorous initial and ongoing due diligence. This includes the reviews of Service Organization Control 2 ("SOC 2") reports, financial information, and other policies and procedures related to such third-party vendors and their various programs, including vendor management.

Risk Management and Strategy

As part of the ongoing maintenance and development of our IS Program, we assess the various risks associated with the unauthorized access or loss of client information and the quality of security controls as prescribed by the Federal Financial Institutions Examinations Council and several other frameworks. The frameworks and our IS risk assessments are utilized to monitor and develop strategies to minimize risk to our information assets.

Our systems are monitored 24/7 for cybersecurity threats, and we utilize a variety of tools to reduce the risk of data breaches and cybersecurity events. We maintain an Incident Response Plan that outlines the steps to be taken in the event of an incident, which could include a potential or actual data breach. The plan identifies a designated team, including associates and third-party experts, responsible for incident response and summarizes the steps, including escalation protocol, for determining whether an event has occurred and the nature and scope of the event (if applicable). The plan also summarizes protocol for notifying impacted persons, which may include customers as well as other applicable agencies or persons, including law enforcement and regulatory authorities.

At least annually, we conduct a third-party information security audit focusing on internal and external network security protocols and penetration testing, as well as internally managed ad hoc testing as needed. Simulations and tabletop testing of our business continuity and Incident Response Plans are performed on a routine basis and assist with our associates’ familiarity and preparedness for an event. Any gaps or improvement areas identified by routine testing are addressed in a timely manner to help improve future testing and response.

The processes and controls related to data security are regularly tested by the IS team and Internal Audit. Additional internal security assessments may be performed at the request of the ISO, CIO, the Internal Auditor, Management or our Board. Audit and assessment results are presented to the Audit Committee of the Board, and to the IT Steering Committee.

At least annually, the IS Program, including its effectiveness, is reviewed by the Board. Annually, all associates participate in mandatory training related to the IS Program, including information security and its importance with respect to customer and associate privacy. All associates are required to participate in monthly bank-wide phishing tests. Results from these tests are delivered to our Audit Committee of the Board of Directors.

Notwithstanding the strength of CSB’s defensive measures, the threat from cyber-attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures. While to date, CSB has not detected a significant compromise, significant data loss or any material financial losses related to cybersecurity attacks, nor has identified any cybersecurity incidents or threats that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations, or financial condition. CSB’s systems and those of its customers and third-party service providers are under constant threat and it is possible that CSB could experience a significant event in the future. Risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as the expanding use of internet banking, mobile banking and other technology-based products and services by the Company and its customers.

ITEM 2. PROPERTIES.

The Bank operates sixteen banking centers, and a loan production office in Medina, Ohio, as noted below:

Location	Address	Owned	Leased
Walnut Creek	4980 Old Pump Street, Walnut Creek, Ohio 44687	X
Winesburg	2225 U.S. 62, Winesburg, Ohio 44690	X
Sugarcreek	127 South Broadway, Sugarcreek, Ohio 44681	X
Charm	4440 C.R. 70, Charm, Ohio 44617	X
Clinton Commons	2102 Glen Drive, Millersburg, Ohio 44654		X
Berlin	4587 S.R. 39 Suite B, Berlin, Ohio 44610		X
South Clay	91 South Clay Street, Millersburg, Ohio 44654	X
Shreve	333 West South Street, Shreve, Ohio 44676	X
Orrville	119 West High Street, Orrville, Ohio 44667	X
Gnadenhutten	100 South Walnut Street, Gnadenhutten, Ohio 44629	X
New Philadelphia	635 West High Avenue, New Philadelphia, Ohio 44663	X
North Canton	600 South Main Street, North Canton, Ohio 44720	X
Bolivar	11113 Fairoaks Road NE, Bolivar, Ohio 44612		X
Wooster	350 East Liberty Street, Wooster, Ohio 44691	X
Wooster	3562 Commerce Parkway, Wooster, Ohio 44691	X
Medina	23 Public Square, Suite 200, Medina, Ohio 44256		X
Operations Center	91 North Clay Street, Millersburg, Ohio 44654	X

The Bank considers its physical properties to be in good operating condition and suitable for the purposes for which they are being used. All properties owned by the Bank are unencumbered by any mortgage or security interest and in management’s opinion, are adequately insured.

ITEM 3. LEGAL PROCEEDINGS.

In the normal course of business, CSB is subject to pending and threatened legal actions, including claims for which material relief or damages are sought. Although CSB is not able to predict the outcome of such actions, after reviewing pending and threatened actions, management believes that the outcome of any or all such actions will not have a material adverse effect on the results of operations, the financial position, or shareholders’ equity of CSB. Further, there are no material legal proceedings in which any director, executive officer, principal shareholder, or affiliate of CSB is a party or has a material interest that is adverse to CSB or the Bank.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total number of Shares Purchased as Part of Publicly Announced Plans		Maximum Number of Shares that May Yet be Purchased Under the Plan
October 1, 2025 to October 31, 2025		3,272	$	50.18		3,272		23,994
November 1, 2025 to November 30, 2025		1,466		49.28		1,466		22,528
December 1, 2025 to December 31, 2025		745		49.31		745		21,783

On March 2, 2021, CSB filed a Current Report on Form 8-K with the SEC announcing that its Board of Directors approved a Stock Repurchase Program authorizing the repurchase of up to 5% of CSB’s common shares. Repurchases may be made periodically as market and business conditions warrant, in the open market, through block purchases and in negotiated private transactions. The Stock Repurchase Program has no scheduled expiration date. CSB repurchased 23,074 common shares during 2025 and 19,849 common shares during 2024.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

2025 FINANCIAL REVIEW

INTRODUCTION

CSB Bancorp, Inc. (the “Company” or “CSB”) was incorporated under the laws of the State of Ohio in 1991 and is a registered financial holding company. The Company’s wholly owned subsidiaries are The Commercial and Savings Bank (the “Bank”) and CSB Investment Services, LLC. The Bank is chartered under the laws of the State of Ohio and was organized in 1879. The Bank is a member of the Federal Reserve System, with deposits insured by the Federal Deposit Insurance Corporation, and its primary regulators are the Ohio Division of Financial Institutions and the Federal Reserve Board.

The Company, through the Bank, provides retail and commercial banking services to its customers including checking and savings accounts, time deposits, cash management, safe deposit facilities, commercial loans, real estate mortgage loans, consumer loans, IRAs, night depository facilities, and trust and brokerage services. Its customers are located primarily in Holmes, Stark, Tuscarawas, Wayne, and portions of surrounding counties in Ohio.

Economic activity in the Company’s market area increased slightly in the fourth quarter of 2025. Consumer demand for goods and services declined moderately and is expected to flatten out in the near future. Reported unemployment levels in December 2025 ranged from 2.8% to 4.4% in the four primary counties served by the Company. These levels decreased from the December 2024 range of 2.9% to 4.6%. Labor demand remained fairly flat while competition for workers with specialized skills has put upward pressure on labor costs. The local housing market has increasing inventory levels. Residential construction activity has increased with stable interest rates increasing demand. Nonresidential construction activity has also increased modestly since the prior year. All deposit types increased and customers continue to move funds into higher yielding interest-bearing accounts.

FORWARD-LOOKING STATEMENTS

Certain statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations are not related to historical results but are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks and uncertainties. Any forward-looking statements made by the Company herein and in future reports and statements are not guarantees of future performance. Actual results may differ materially from those in forward-looking statements because of various risk factors as discussed in this annual report. The Company does not undertake, and specifically disclaims, any obligation to publicly release the result of any revisions to any forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date of such statements.

NON-U.S. GAAP FINANCIAL MEASURES

Management’s Discussion and Analysis of Financial Condition and Results of Operations contains non-U.S. generally accepted accounting principles ("GAAP") financial measures where management believes it to be helpful in understanding CSB’s results of operations or financial position. Where non-U.S. GAAP financial measures are used, the comparable U.S. GAAP financial measure, as well as the reconciliation to the comparable U.S. GAAP financial measure, can be found herein.

FINANCIAL DATA

The following table sets forth certain selected consolidated financial information:

(Dollars in thousands, except per share data)
Statements of income:
Total interest income		57,037			51,601			46,016				34,819				29,529
Total interest expense		14,653			14,748			9,875				2,496				2,012
Net interest income		42,384			36,853			36,141				32,323				27,517
Provision (recovery) for credit loss expense		5,375			7,031			442				(895	)			(655	)
Net interest income after provision (recovery) for credit loss expense		37,009			29,822			35,699				33,218				28,172
Noninterest income		7,295			7,102			6,744				6,711				7,325
Noninterest expense		27,741			24,589			24,060				23,393				22,093
Income before income taxes		16,563			12,335			18,383				16,536				13,404
Income tax provision		3,200			2,323			3,627				3,223				2,567
Net income		13,363			10,012			14,756				13,313				10,837
Per share of common stock:
Basic earnings per share		5.07			3.76			5.51				4.91				3.97
Diluted earnings per share		5.07			3.76			5.51				4.91				3.97
Dividends		1.64			1.58			1.50				1.30				1.22
Book value		48.07			43.33			40.43				35.43				35.80
Average basic common shares outstanding		2,637,216			2,661,308			2,679,902				2,714,045				2,733,126
Average diluted common shares outstanding		2,637,216			2,661,308			2,679,902				2,714,045				2,733,126
Year-end balances:
Loans, net		817,308			730,046			694,797				620,333				541,536
Securities		317,286			331,529			368,153				401,144				311,245
Total assets		1,292,736			1,191,500			1,178,689				1,159,108				1,144,239
Deposits		1,127,915			1,044,887			1,027,427				1,023,417				1,002,747
Borrowings		32,434			26,949			37,597				35,011				39,937
Shareholders’ equity		126,280			114,835			107,939				95,920				97,315
Average balances:
Loans, net		780,998			710,963			660,266				580,454				554,547
Securities		313,998			351,731			385,666				388,827				231,285
Total assets		1,239,521			1,181,417			1,158,286				1,151,925				1,111,808
Deposits		1,086,710			1,035,559			1,017,983				1,012,629				969,009
Borrowings		25,393			28,709			34,525				40,218				42,600
Shareholders’ equity		122,149			111,722			100,452				94,850				96,145
Select ratios:
Net interest margin, FTE basis1		3.63	%		3.31	%		3.32		%		2.98		%		2.63		%
Return on average total assets		1.08			0.85			1.27				1.16				0.97
Return on average shareholders’ equity		10.94			8.96			14.69				14.04				11.27
Average shareholders’ equity as a percent of average total assets		9.85			9.46			8.67				8.23				8.65
Net loan charge-offs (recoveries) as a percent of average loans		0.05			0.87			(0.02	)			(0.02	)			0.00
Allowance for credit losses on loans as a percent of loans at year-end		1.50			1.03			0.94				1.09				1.39
Shareholders’ equity as a percent of total year-end assets		9.77			9.64			9.16				8.28				8.50
Dividend payout ratio2		32.35			42.02			27.20				26.48				30.73

All values are in US Dollars.

1 Net interest margin is shown on a fully taxable equivalent, ("FTE") basis, (non-GAAP).

2 Dividend payout ratio is calculated as dividends per share as a percentage of earnings per share.

RESULTS OF OPERATIONS

Net Income

CSB’s 2025 net income was $13.4 million compared to $10.0 million for 2024, an increase of 33.5%. Total revenue, net interest income plus noninterest income, increased $5.7 million, or 13%, over the prior year to a total of $50 million. The provision for credit loss expense decreased to $5.4 million as compared to $7.0 million for the prior year. Noninterest expense increased $3.2 million, or 13% and the provision for income tax increased $877 thousand over the prior year due to an increase in taxable income. Basic and diluted earnings per share were $5.07, up 35% from the prior year. The return on average assets was 1.08% in 2025 compared to 0.85% in 2024 and return on average equity was 10.94% in 2025 compared to 8.96% in 2024.

Net Interest Income

(Dollars in thousands)
Net interest income		42,384			36,853
Taxable equivalent		122			143
Net interest income, FTE1		42,506			36,996
Net interest margin		3.62	%		3.30	%
Taxable equivalent adjustment		0.01			0.01
Net interest margin, FTE1		3.63	%		3.31	%

All values are in US Dollars.

1 Taxable equivalent adjustments have been computed assuming a 21% tax rate in 2025, and 2024 (non-GAAP).

Net interest income is the largest source of the Company’s revenue and consists of the difference between interest income generated on earning assets and interest expense incurred on liabilities (deposits, short-term and long-term borrowings). Changes in volume, interest rates, composition of interest-earning assets, and interest-bearing liabilities affect net interest income. Net interest income increased $5.5 million, or 15%, in 2025 compared to 2024. The increase was a result of a $5.4 million increase in interest income and a decrease of $95 thousand in interest expense. The FTE net interest margin increased to 3.63% from 3.31% in 2024.

Interest income increased $5.4 million, or 11%, in 2025 compared to 2024 primarily due to an increase of $5.3 million, or 13%, in interest and fees on loans primarily due to an increase in average balances of $70 million and an increase in yield of 15 basis points ("bps"). Interest income on taxable securities decreased $300 thousand due to a decrease in average balances of $35 million. Interest income on interest-earning deposits mainly held at the Federal Reserve increased $530 thousand in 2025 compared to 2024 primarily due to an increase in average balances of $22 million.

Interest expense decreased $95 thousand, or less than 1%, in 2025 as compared to 2024, primarily due to lower cost of deposits as short-term interest rates dropped. Average noninterest-bearing demand and interest-bearing demand deposit balances increased $6 million during the year and average time deposit balances increased $34 million, and the average interest rate paid on time deposits decreased by 30 bps.

The following table provides detailed analysis of changes in average balances, yield, and net interest income:

AVERAGE BALANCE SHEETS AND NET INTEREST MARGIN ANALYSIS

	2025									2024
(Dollars in thousands)							Average<br>Rate 2									Average<br>Rate 2
Interest-earning<br>assets
Interest-earning<br>deposits in other banks		68,320			2,935			4.30	%		46,309			2,405			5.19	%
Securities:
Taxable		297,580			7,015			2.36			332,849			7,315			2.20
Tax exempt 4		16,418			373			2.27			18,882			435			2.30
Loans 3, 4		789,383			46,836			5.93			719,028			41,589			5.78
Total interest-<br>earning assets		1,171,701			57,159			4.88	%		1,117,068			51,744			4.63	%
Noninterest-<br>earning assets
Cash and due<br>from banks		18,890									18,302
Bank premises<br>and equipment, net		13,824									13,565
Other assets		43,491									40,547
Allowance for credit losses on loans		(8,385	)								(8,065	)
Total assets		1,239,521									1,181,417
Interest-bearing<br>liabilities
Demand deposits		233,401			1,699			0.73	%		227,842			2,053			0.90	%
Savings deposits		313,766			2,934			0.94			302,621			3,242			1.07
Time deposits		257,827			9,750			3.78			223,421			9,109			4.08
Borrowed funds		25,393			270			1.06			28,709			344			1.20
Total interest-<br>bearing liabilities		830,387			14,653			1.76	%		782,593			14,748			1.88	%
Noninterest-bearing<br>   liabilities and<br>   shareholders’<br>   equity
Demand deposits		281,716									281,675
Other liabilities		5,269									5,427
Shareholders’ equity		122,149									111,722
Total liabilities<br>and equity		1,239,521									1,181,417
Net interest<br>income 4					42,506									36,996
FTE adjustment					(122	)								(143	)
GAAP net interest<br>income					42,384									36,853
Net interest margin<br>FTE								3.63	%								3.31	%
Net interest spread								3.12	%								2.75	%

All values are in US Dollars.

1 Average balances have been computed on an average daily basis.

2 Average rates have been computed based on the amortized cost of the corresponding asset or liability.

3 Average loan balances include nonaccrual loans.

4 Interest income is shown on a fully tax-equivalent basis (non-GAAP), reconciled to the GAAP amount at the bottom of the table.

The following table compares the impact of changes in average rates and average volumes on net interest income:

RATE/VOLUME ANALYSIS OF CHANGES IN INCOME AND EXPENSE1

(Dollars in thousands)
Increase (decrease) in interest income:
Federal Funds		(4	)		0			(4	)
Interest-earning deposits in other banks								(413	)
Securities:
Taxable		(300	)		(841	)		541
Tax exempt 2		(62	)		(56	)		(6	)
Loans 2		5,247			4,117			1,130
Total interest income change 2		5,415			4,167			1,248
Increase (decrease) in interest expense:
Demand deposits		(354	)		40			(394	)
Savings deposits		(308	)		104			(412	)
Time deposits		641			1,301			(660	)
Borrowed funds		(74	)		(35	)		(39	)
Total interest expense change		(95	)		1,410			(1,505	)
Net interest income change 2		5,510			2,757			2,753

All values are in US Dollars.

1 Changes attributable to both volume and rate, which cannot be segregated, have been allocated based on the absolute value of the change due to volume and the change due to rate.

2 Interest income is shown on a fully tax-equivalent basis (non-GAAP).

Provision (Recovery) for Credit Losses on Loans and Off-Balance Sheet Commitments

The provision for credit losses on loans is determined by management as the amount required to bring the allowance for credit losses to a level considered appropriate to absorb an estimation of credit loss during the expected weighted average life of the loan. During 2025, a provision for credit loss expense on loans of $5.3 million was recognized compared to a provision of $7.2 million in 2024. A provision for credit loss expense on off-balance sheet commitments of $72 thousand was recognized in 2025 as compared to a recovery for credit loss expense for off-balance sheet commitments of $213 thousand in 2024. Nonperforming loans decreased $1.1 million from 2024 to 2025. See Financial Condition – Allowance for Credit Losses for additional discussion and information relative to the provision for credit losses.

Noninterest Income

YEARS ENDED DECEMBER 31
(Dollars in thousands)						%
Service charges on deposit accounts		1,212		56			5		%		1,156
Trust services		1,146		(73	)		(6	)			1,219
Debit card interchange fees		2,207		92			—				2,115
Credit card fees		670		27			4				643
Gain on sale of loans, including MSRs		285		4			1				281
Earnings on bank-owned life insurance		943		129			16				814
Unrealized gain on equity securities		12		4			50				8
Other		820		(46	)		(5	)			866
Total noninterest income		7,295		193			3		%		7,102

All values are in US Dollars.

Noninterest income increased $193 thousand, or 3%, in 2025 compared to the same period in 2024. Earnings on bank owned life insurance increased $129 thousand, with the purchase of an additional $2 million of insurance. Debit card interchange income increased $92 thousand due to an overall increase in volume. Service charges on deposit accounts increased $56 thousand, as increases in monthly deposit account service charges and increases in non-sufficient funds ("NSF") charges. Trust services revenue decreased $73 thousand due to a one time fee collected in 2024 which did not recur in 2025.

Noninterest Expenses

YEARS ENDED DECEMBER 31
(Dollars in thousands)						%
Salaries and employee benefits		15,859		2,236			16		%		13,623
Occupancy expense		1,366		194			17				1,172
Equipment expense		847		(16	)		(2	)			863
Professional and director fees		1,793		228			15				1,565
Ohio financial institutions tax		918		54			6				864
Marketing and public relations		597		36			6				561
Software expense		1,813		104			6				1,709
Debit card expense		829		74			10				755
FDIC insurance		559		21			4				538
Other		3,160		221			8				2,939
Total noninterest expenses		27,741		3,152			13		%		24,589

All values are in US Dollars.

Noninterest expense increased $3 million, or 13%, in 2025 compared to 2024. Salaries and employee benefits increased $2 million with increases in base salaries due to filled positions and increases in medical, incentive compensation and retirement benefits. Professional and director fees increased $228 thousand, primarily from increases in legal and audit and accounting expenses. Occupancy expense increased $194 thousand, due to snow removal and HVAC repairs. Other expenses increased $221 thousand, or 8% as increases in education expenses of $53 thousand over the prior year contributed to this difference.

Income Taxes

The provision for income taxes amounted to $3.2 million in 2025 as compared to $2.3 million in 2024. The increase in 2025 resulted from higher taxable income. The corporate statutory tax rate was 21% for 2025 and 2024. The effective tax rate in 2025 and 2024 was 19.3% and 18.8%, respectively.

FINANCIAL CONDITION

Total assets of the Company were $1.3 billion and $1.2 billion on December 31, 2025 and 2024, representing an increase of $101 million, or 8%. Net loans increased $87 million, or 12%, while investment securities decreased $14 million, or 4%, and total cash and cash equivalents increased $26 million, or 35%. Deposits increased $83 million and short-term borrowings decreased $6 million, while other borrowings from the Federal Home Loan Bank (“FHLB”) decreased by $349 thousand.

Securities

Total investment securities decreased $14 million, or 4%, to $317 million at year-end 2025, primarily related to principal repayments on mortgage-backed securities. CSB’s portfolio is primarily comprised of agency mortgage-backed securities, obligations of state and political subdivisions, U.S. Treasury notes, other government agencies’ debt, and corporate bonds. Restricted securities consist primarily of FHLB stock.

The Company has no exposure to government-sponsored enterprise preferred stocks, collateralized debt obligations, or trust preferred securities. The Company’s municipal bond portfolio consists of tax-exempt general obligation and revenue bonds. As of December 31, 2025, 99% of such bonds held an S&P or Moody’s investment grade rating, and 1% were non-rated local issues. The municipal portfolio includes a broad spectrum of counties, cities, universities, and school districts with 75% of the portfolio originating in Ohio, and 25% in Pennsylvania. Gross unrealized security losses within the portfolio were 9% of total securities on December 31, 2025, reflecting interest rate increases, not credit downgrades.

One of the primary functions of the securities portfolio is to provide a source of liquidity and it is structured such that maturities and cash flows provide a portion of the Company’s liquidity needs and asset/liability management requirements.

Loans

Total loans increased $92 million, or 12%, during 2025. Volume increases were recognized as follows: commercial real estate $65 million, or 34%, commercial real estate buildings held for investment and leased to others increased $13 million, or 13%, residential real estate loans increased $16 million, or 9%, and home equity lines of credit increased $8 million, or 17%. Commercial and industrial loans increased $8 million, or 6% during 2025, construction loans decreased $16 million, or 25%, and consumer installment loans, including consumer indirect loans, also decreased $2 million, or 10%. At year-end 2025, commercial real estate is comprised mostly of owner occupied buildings of $256 million, and $114 million of buildings held for investment and leased to others. Owner occupied buildings are mostly light industrial, warehouse buildings and auto repair. Investment properties include healthcare buildings, retail strip centers, and residential investment properties.

The Company originated $78 million and $58 million of residential mortgage loans held in the portfolio, including residential construction, conventional 1-4 family, and equity line loans, which were predominately variable rate, in 2025 and 2024, respectively. Demand for homes increased as rates declined then stabilized and borrowers chose variable-rate products hopeful for lower rates in the future, thus limiting the Company's mortgage sales to $8 million in 2025 and $9 million in 2024. Home equity loan balances increased $8 million during 2025 with demand improving as interest rates dropped.

Management anticipates modest economic growth in the Company’s local service areas will continue. Commercial and commercial real estate loans, in aggregate, comprise approximately 63% and 59% of the total loan portfolio at year-end 2025 and 2024, respectively. Residential real estate loans approximated 30% of the portfolio in 2025 and 2024. Construction and land development loans decreased from 9% to 6% of the portfolio. The Company is well within the respective regulatory guidelines for investment in construction, development, and investment property loans that are not owner occupied. The Company has very little exposure to commercial office space leased properties. See Note 3 - Loans for further discussion on Concentrations of Credit. Most of the Company’s lending activity is with customers primarily located within Holmes, Medina, Stark, Tuscarawas and Wayne counties in Ohio.

Nonperforming Assets, Individually Evaluated Loans, and Loans Past Due 90 Days or More

Nonperforming assets consist of nonaccrual loans, loans past due 90 days and still accruing, and other real estate acquired through or in lieu of foreclosure. Loans are placed on nonaccrual status when they become past due 90 days or more, or when mortgage loans are past due as to principal and interest 120 days or more, unless they are both well secured and in the process of collection. During 2025, $614 thousand in nonaccrual loans were collected, $404 thousand were charged-off, and $451 thousand new loans entered nonaccrual status.

NONPERFORMING ASSETS
(Dollars in thousands)
Nonaccrual loans
Commercial and industrial		9			449
Commercial real estate		161			501
Commercial lessors of buildings		—			3
Construction		—			—
Consumer mortgage		336			80
Home equity line of credit		64			71
Consumer installment		32			48
Consumer indirect		50			67
Loans past due 90 days or more and still accruing		—			486
Total nonperforming loans		652			1,705
Other real estate owned		—			—
Other repossessed assets		—			14
Total nonperforming assets		652			1,719
Nonaccrual loans to total loans		0.08	%		0.17	%

All values are in US Dollars.

Allowance for Credit Losses

The allowance for credit losses ("ACL") is maintained at a level considered by management to be adequate to cover credit losses currently expected over the weighted average life of the loan pools. The ACL increased by $5 million, or 64%, to $12.5 million on December 31, 2025, from $7.6 million on December 31, 2024. The additional ACL was primarily the result of the recognition of a fourth quarter valuation allowance of $4 million for one large commercial credit that remains a performing asset. The Bank continues to maintain qualitative factors tied to changes in the lending policy, economic conditions, lending credit management, delinquent and classified loans, and the value of collateral.

ALLOWANCE FOR CREDIT LOSSES	FOR THE YEAR ENDED
(Dollars in thousands)
Net charge-offs (recoveries) as a percentage of average total loans			0.05	%		0.87	%
Allowance for credit losses as a percentage of total loans			1.50			1.03
Allowance for credit losses to total nonaccrual loans			19.13	x		6.23	x
Components of the allowance for credit losses:
General reserves			8,470			7,595
Specific reserve allocations			4,000			—
Total allowance for credit losses			12,470			7,595

All values are in US Dollars.

The ACL on loans totaled $12.5 million, or 1.5% of total loans at year-end 2025 as compared to $7.6 million, or 1.03%, of total loans at year-end 2024. The Bank had net credit losses of $428 thousand in 2025, compared to $6.3 million in 2024. During fourth quarter 2025, a performing loan was determined to be collateral dependent through continued operation. As a result, a $4 million valuation allowance was recognized. As previously disclosed during 2024, the credit facility being liquidated through court receivership has no remaining loan balances at December 31, 2025.

The Company maintains an internal watch list for loans where management’s analysis of the borrower’s operating results and financial condition indicates the borrower’s cash flows are inadequate to meet its debt service requirements and for loans where there exists an increased risk that a shortfall may occur. See the Credit Quality Indicators section of Note 3 to the Consolidated Financial Statements for additional information. Nonperforming loans, which consist of loans past due 90 days or more and nonaccrual loans, aggregated $652 thousand, or 0.08%, of loans at year-end 2025 compared to $1.7 million, or 0.23%, of loans at year-end 2024.

Other Assets

Net premises and equipment decreased $492 thousand to $13.6 million at year-end 2025 with $426 thousand in capitalized purchases and $886 thousand in depreciation expense. Total bank-owned life insurance increased from $28 million at year-end 2024 to $31 million at year-end 2025, including a $2 million purchase of insurance and increasing cash surrender values. There was no other real estate owned on December 31, 2025 or 2024. The Company recognized a net deferred tax asset of $2.3 million on December 31, 2025, and 2024, respectively.

Deposits

The Company’s deposits are obtained primarily from individuals and businesses located in its market area. For deposits, the Company must compete with products offered by other financial institutions, as well as alternative investment options. Market rates on deposits and cash management products decreased during the year.

(Dollars in thousands)						%
Noninterest-bearing demand	288,947		281,358		7,589		3	%
Interest-bearing demand	259,866		218,866		41,000		19
Traditional savings	166,951		161,354		5,597		3
Money market savings	149,245		140,056		9,189		7
Time deposits in excess of 250,000	81,301		79,634		1,667		2
Other time deposits	180,355		162,869		17,486		11
Total deposits	1,126,665		1,044,137		82,528		8	%

All values are in US Dollars.

Other Funding Sources

The Company obtains additional funds through securities sold under repurchase agreements, overnight borrowings from the FHLB or other financial institutions, and advances from the FHLB. Short-term borrowings, consisting of securities sold under repurchase agreements, increased $5.8 million. Other borrowings, consisting of FHLB advances, decreased $349 thousand as the result of principal repayments. The majority of FHLB borrowings on December 31, 2025, have long term maturities with monthly amortizing payments.

CAPITAL RESOURCES

Total shareholders’ equity was $126.3 million at December 31, 2025, compared to $114.8 million on December 31, 2024. This increase was primarily due to net income of $13.4 million and a $3.4 million decrease in the accumulated other comprehensive loss recognized on the available-for-sale securities portfolio, resulting from investment payment and maturities as well as decreasing interest rates. During 2025, the Company paid $4.3 million in dividends, and repurchased $999 thousand of its common shares. The Board of Directors approved a Stock Repurchase Program on February 26, 2021, allowing the repurchase of up to 5% of the Company’s then-outstanding common shares. Repurchased shares are to be held as treasury stock and are available for general corporate purposes. On December 31, 2025, approximately 22 thousand common shares could still be repurchased under the current authorized program. Shares repurchased during 2025 totaled 23,074 shares for $999 thousand and shares purchased in 2024 totaled 19,849 shares for $762 thousand.

Effective January 1, 2015, the Federal Reserve adopted final rules implementing Basel III and regulatory capital changes required by the Dodd-Frank Act. The rules apply to both the Company and the Bank. The rules established minimum risk-based and leverage capital requirements for all banking organizations. The rules include: (a) a common equity tier 1 capital ratio of at least 4.5%, (b) a tier 1 capital ratio of at least 6.0%, (c) a minimum total capital ratio of at least 8.0%, and (d) a minimum leverage ratio of 4%. Under the guidelines, capital is compared to the relative risk related to the balance sheet. To derive the risk included in the balance sheet, one of several risk weights is applied to different balance sheet and off-balance sheet assets primarily based on the relative credit risk of the counterparty. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. The rules also place restrictions on the payment of capital distributions, including dividends, and certain discretionary bonus payments to executive officers if the Company does not hold a capital conservation buffer of greater than 2.5% composed of common equity tier 1 capital above its minimum risk-based capital requirements. The Company and Bank’s actual and required capital amounts are disclosed in Note 12 to the Consolidated Financial Statements.

Dividends paid by the Bank to CSB are the primary source of funds available to the Company for payment of dividends to shareholders and for other working capital needs. The payment of dividends by the Bank to the Company is subject to restrictions by regulatory authorities, which generally limit dividends to current year net income and the prior two (2) year's net retained earnings, as defined by regulation. In addition, dividend payments generally cannot reduce regulatory capital levels below the minimum regulatory guidelines discussed above.

LIQUIDITY

(Dollars in thousands)
Cash and cash equivalents		99,310			73,509			25,801
Unused lines of credit		144,813			126,334			18,479
Unpledged AFS securities at fair market value		126,666			123,155			3,511
		370,789			322,998			47,791
Net deposits and short-term liabilities		1,153,980			1,068,413			85,567
Liquidity ratio		32.1	%		30.2	%
Minimum board approved liquidity ratio		20.0	%		20.0	%

All values are in US Dollars.

Liquidity refers to the Company’s ability to generate sufficient cash to fund current loan demand, meet deposit withdrawals, pay operating expenses, and meet other obligations. Liquidity is monitored by CSB’s Asset Liability Committee. The Company was within all Board-approved limits on December 31, 2025, and 2024. Additional sources of liquidity include net income, loan repayments, the availability of borrowings, and adjustments of interest rates to attract deposit accounts.

As summarized in the Consolidated Statements of Cash Flows, the most significant investing activities for the Company in 2025 included net loan originations of $92 million and securities purchases of $52 million, offset by maturities and repayment of securities totaling $71 million. The Company’s financing activities included a $83 million increase in deposits, $6 million increase in short-term borrowings, and $4 million decrease in cash dividends paid.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The most significant market risk the Company is exposed to is interest rate risk. The business of the Company and the composition of its balance sheet consist of investments in interest-earning assets (primarily loans and securities), which are funded by interest-bearing liabilities (deposits and borrowings). These financial instruments have varying levels of sensitivity to changes in the market rates of interest, resulting in market risk. None of the Company’s financial instruments are held for trading purposes.

The Board of Directors establishes policies and operating limits with respect to interest rate risk. The Company manages interest rate risk regularly through its Asset Liability Committee. The Committee meets periodically to review various asset and liability management information including, but not limited to, the Company’s liquidity position, projected sources and uses of funds, interest rate risk position, and economic conditions.

Interest rate risk is monitored primarily through the use of an earnings simulation model. The model is highly dependent on various assumptions, which change regularly as the balance sheet and market interest rates change. The earnings simulation model projects change in net interest income resulting from the effect of changes in interest rates. The analysis is performed quarterly over a twenty-four-month horizon. The analysis includes two (2) balance sheet models, one based on a static balance sheet and one on a dynamic balance sheet with projected growth in assets and liabilities. This analysis is performed by estimating the expected cash flows of the Company’s financial instruments using interest rates in effect at year-end 2025 and 2024. Interest rate risk policy limits are tested by measuring the anticipated change in net interest income over a two-year period. The tests assume quarterly ramped increases and decreases in market interest rates over twenty-four month horizons, as compared to a stable rate environment or base model. The following table reflects the change to net interest income using a dynamic balance sheet for the first twelve-month periods of the twenty-four month horizon.

Net Interest Income at Risk

	December 31, 2025
		Change In<br> Interest Rates<br> (Basis Points)								Percentage<br>Change				Board<br>Policy<br>Limits
(Dollars in thousands)			+ 400			49,820		1,601			3.3		%	± 25	%
			+ 300			49,417		1,198			2.5			± 15
			+ 200			49,012		793			1.6			± 10
			+ 100			48,602		383			0.8			± 5
				0		48,219		—			—
			– 100			47,598		(621	)		(1.3	)		± 5
			– 200			46,983		(1,236	)		(2.6	)		± 10
			– 300			46,252		(1,967	)		(4.1	)		± 15
			– 400			45,678		(2,541	)		(5.3	)		± 25
	December 31, 2024
			+ 400			42,231		1,333			3.3		%	± 25	%
			+ 300			41,902		1,004			2.5			± 15
			+ 200			41,571		673			1.6			± 10
			+ 100			41,237		339			0.8			± 5
				0		40,898		—			—
			– 100			40,432		(466	)		(1.1	)		± 5
			– 200			40,089		(809	)		(2.0	)		± 10
			– 300			39,553		(1,345	)		(3.3	)		± 15
			– 400			38,988		(1,910	)		(4.7	)		± 25

All values are in US Dollars.

Management reviews Net Interest Income at Risk with the Board on a periodic basis. Additional earnings simulations are run to test an immediate interest rate shock over a twenty-four month period. The Company was within all Board-approved limits at December 31, 2025 and 2024 for the first twelve-month periods of the twenty-four month horizon.

Economic Value of Equity at Risk

	December 31, 2025
Change In<br>Interest Rates<br>(Basis Points)		Percentage<br>Change				Board<br>Policy<br>Limits
	+ 400		(6.1	)	%	± 35	%
	+ 300		(3.8	)		± 30
	+ 200		(1.9	)		± 20
	+ 100		(0.8	)		± 15
	– 100		(1.0	)		± 15
	– 200		(4.0	)		± 20
	– 300		(9.2	)		± 30
	– 400		(19.0	)		± 35
	December 31, 2024
	+ 400		(5.4	)	%	± 35	%
	+ 300		(3.6	)		± 30
	+ 200		(2.0	)		± 20
	+ 100		(0.7	)		± 15
	– 100		(0.8	)		± 15
	– 200		(2.8	)		± 20
	– 300		(7.6	)		± 30
	– 400		(15.9	)		± 35

The economic value of equity is calculated by subjecting the period-end balance sheet to changes in interest rates and measuring the impact of the changes on the values of the assets and liabilities. Hypothetical changes in interest rates are then applied to the financial instruments. The cash flows and fair values are again estimated using these hypothetical rates. For the net interest income estimates, the hypothetical rates are applied to the financial instruments based on the assumed cash flows.

Management periodically measures and reviews the economic value of equity at risk with the Board. As of December 31, 2025, the Company was within all policy limits set by the Board.

Significant Assumptions Related to Market Risk

The market risk analysis is based on numerous assumptions, including relative levels of market interest rates, loan prepayments, and reactions of depositors to changes in interest rates and this should not be relied upon as being indicative of actual results. Further, the analysis does not contemplate all actions the Company may undertake in response to changes in interest rates.

U.S. Treasury securities, obligations of U.S. Government corporations and agencies, obligations of states and political subdivisions will generally repay at their stated maturity or if callable, prior to their final maturity date. Mortgage-backed security payments increase when interest rates are low and decrease when interest rates rise. Most of the Company’s loans permit the borrower to prepay the principal balance prior to maturity without penalty. The likelihood of prepayment depends on a number of factors: current interest rate and interest rate index (if any) on the loan, the financial ability of the borrower to refinance, the economic benefit to be obtained from refinancing, availability of refinancing at attractive terms, as well as economic conditions in specific geographic areas, which affect the sales and price levels of residential and commercial property. In a changing interest rate environment, prepayments may increase or decrease on fixed and adjustable-rate loans depending on the current relative levels and expectations of future short-term and long-term interest rates. Prepayments on adjustable-rate loans generally increase when long-term interest rates fall or are at historically low levels relative to short-term interest rates, thus making fixed rate loans more desirable. While savings and checking deposits generally may be withdrawn upon the customer’s request without prior notice, a continuing relationship with customers resulting in future deposits and withdrawals is generally predictable, leading to a dependable and uninterrupted source of funds. Time deposits generally have early withdrawal penalties, which discourage customer withdrawal prior to maturity. Short-term borrowings have fixed maturities. Certain advances from the FHLB carry prepayment penalties and are expected to be repaid in accordance with their contractual terms.

FAIR VALUE MEASUREMENTS

The Company discloses the estimated fair value of its financial instruments on December 31, 2025, and 2024 in Note 15 to the Consolidated Financial Statements.

OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS, AND CONTINGENT LIABILITIES AND COMMITMENTS

The following table summarizes the Company’s loan commitments, including letters of credit, as of December 31, 2025:

	Amount of Commitment to Expire Per Period
(Dollars in thousands)<br>Type of Commitment
Commercial lines of credit			130,321		118,630		7,649		4,042		—
Commercial real estate			23,621		8,808		7,409		7,404		—
Home equity line of credit			88,513		6,751		12,371		12,183		57,208
Construction			32,819		32,819				—		—
Consumer lines of credit			643		643		—		—		—
Credit card lines			8,277		8,277		—		—		—
Overdraft privilege			7,133		7,133		—		—		—
Letters of credit			2,257		2,231		11		15		—
Total commitments			293,584		185,292		27,440		23,644		57,208

All values are in US Dollars.

All lines of credit represent either fee-paid or legally binding loan commitments for the loan categories noted. Letters of credit are also included in the amounts noted in the table since the Company requires each letter of credit be supported by a loan agreement. The commercial and consumer lines represent both unsecured and secured obligations. The home equity lines are secured by mortgages on residential property. It is anticipated that a significant portion of these lines will expire without being drawn upon.

The following table summarizes the Company’s other contractual obligations, exclusive of interest, as of December 31, 2025:

	Payment Due by Period
(Dollars in thousands)<br>Contractual Obligations
Total time deposits			262,906		236,830		25,276		800		—
Short-term borrowings			31,517		31,517		—		—		—
Other borrowings			917		262		339		183		133
Operating leases			265		115		117		33		—
Total obligations			295,605		268,724		25,732		1,016		133

All values are in US Dollars.

The other borrowings noted in the preceding table represent borrowings from the FHLB. The notes require payment of interest on a monthly basis with principal due in monthly installments. The obligations bear stated fixed interest rates and stipulate a prepayment penalty if the note’s interest rate exceeds the current market rate for similar borrowings at the time of repayment. As the notes mature, the Company evaluates the liquidity and interest rate circumstances at that time to determine whether to pay off or renew the note. The evaluation process typically includes: the strength of current and projected customer loan demand, the Company’s federal funds sold or purchased position, projected cash flows from maturing investment securities, the current and projected market interest rate environment, local and national economic conditions, and customer demand for the Company’s deposit product offerings.

CRITICAL ACCOUNTING POLICIES

The Company’s Consolidated Financial Statements are prepared in accordance with U.S. Generally Accepted Accounting Principles and follow general practices within the commercial banking industry. Application of these principles requires management to make estimates, assumptions, and judgments affecting the amounts reported in the financial statements. These estimates, assumptions, and judgments are based upon the information available as of the date of the financial statements.

The most significant accounting policies followed by the Company are presented in Note 1 to the Consolidated Financial Statements. These policies, along with the other disclosures presented in the Notes to Consolidated Financial Statements and the 2025 Financial Review, provide information about how significant assets and liabilities are valued in the financial statements and how those values are determined. Management has identified the allowance for credit losses and goodwill as the accounting areas requiring the most subjective and complex estimates, assumptions, and judgments, and as such, could be the most subject to revision as new information becomes available.

As previously noted in the section entitled Allowance for Credit Losses, management performs an analysis to assess the adequacy of its allowance for credit losses using the current expected credit loss (CECL) model. This analysis encompasses a variety of factors including: the potential loss exposure for individually reviewed loans, the historical loss experience, changes in delinquent and classified loans, any significant changes in lending or loan review staff, an evaluation of current and future economic conditions, any significant changes in the volume or mix of loans within each category, a review of the significant concentrations of credit, and any legal, competitive, or regulatory concerns. Potential future earnings volatility is driven by CECL's life of credit loss and economic forecasts of unemployment, recession and future credit loss within the portfolio. Under stress testing performed by the Bank in 2025, the unemployment forecast models as the largest driver of credit loss provision volatility. When sustained unemployment is significantly increased to 8% over a two-year period, an additional provision of approximately $1 million would be required under current model assumptions. While the weighted average life of the loan portfolio remains five years, at December 31, 2025, stressing the commercial real estate, lessors of buildings and residential mortgage portfolios' weighted average lives by 10%, or an increase of 4 months, resulted in a minimal increase of $61 thousand to the allowance for credit losses.

The Company accounts for business combinations using the acquisition method of accounting. Goodwill and intangible assets with indefinite useful lives are not amortized. Intangible assets with finite useful lives are amortized using accelerated methods over their estimated weighted-average useful lives, approximating ten years.

IMPACT OF INFLATION AND CHANGING PRICES

The Consolidated Financial Statements and related data presented herein have been prepared in accordance with U.S. Generally Accepted Accounting Principles, requiring measurement of financial position, and results of operations primarily in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Most assets and liabilities of the Company are monetary in nature. Therefore, interest rates have a more significant impact on the Company’s performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or magnitude as prices of goods and services. The liquidity, maturity structure, and quality of the Company’s assets and liabilities are critical to maintenance of acceptable performance levels.

COMMON STOCK AND SHAREHOLDER INFORMATION

Common shares of the Company are not traded on an established market. Shares are traded on the OTC market through broker/ dealers under the symbol “CSBB” and through private transactions. The table below represents the range of high and low prices paid for transactions known to the Company. Management does not have knowledge of prices paid on all transactions. Because of the lack of an established market, these prices may not reflect the prices at which stock would trade in an active market. These quotations reflect interdealer prices, without mark-up, mark-down, or commission and may not represent actual transactions. The table specifies cash dividends declared by the Company to its shareholders during 2025 and 2024. No assurances can be given that future dividends will be declared, or if declared, what the amount of any such dividends will be. Additional information concerning restrictions over the payment of dividends is included in Note 12 of the Consolidated Financial Statements.

Quarterly Common Stock Price and Dividend Data

Quarter Ended
March 31, 2025		44.49		36.00		0.40		1,056,739
June 30, 2025		45.00		40.02		0.41		1,081,958
September 30, 2025		49.50		43.50		0.41		1,080,153
December 31, 2025		57.00		46.81		0.42		1,103,659
March 31, 2024		40.90		35.46		0.39		1,039,337
June 30, 2024		41.00		37.17		0.39		1,039,227
September 30, 2024		40.00		37.00		0.40		1,063,810
December 31, 2024		39.50		36.02		0.40		1,061,406

All values are in US Dollars.

As of December 31, 2025, the Company had 1,013 shareholders of record and 2,627,015 outstanding shares of common stock.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Information contained in the section captioned, “Quantitative and Qualitative Disclosures about Market Risk” located in the MD&A is incorporated by reference herein.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REPORT ON MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of CSB Bancorp, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance that our published financial statements are fairly presented, in all material respects, in conformity with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted the required assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. Management’s assessment did not identify any material weaknesses in the Company’s internal control over financial reporting. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework. Based upon this assessment, management believes that the Company’s internal control over financial reporting is effective as of December 31, 2025.

Eddie L. Steiner	Paula J. Meiler
President,	Senior Vice President,
Chief Executive Officer	Chief Financial Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of CSB Bancorp, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CSB Bancorp, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024; the related consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows for the years then ended; and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent, with respect to the Company, in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Audit Committee and that: (1) relate to accounts or disclosures that are material to the financial statements; and (2) involve our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter, in any way, our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Allowance for Credit Losses (ACL) – Qualitative Adjustments

Description of the Matter

The Company's loan portfolio totaled $830 million as of December 31, 2025, and the associated ACL was $12.5 million. As discussed in Notes 1 and 3 to the consolidated financial statements, determining the amount of the ACL requires significant judgment about the expected future losses, which is based on a baseline lifetime loss rate, calculated using a weighted-average remaining maturities method, which is then adjusted for current qualitative conditions and reasonable and supportable forecasts. Management applies these qualitative adjustments to the baseline lifetime loss rate to reflect changes in the current and forecasted environment, both internal and external, that are different from the conditions that existed during the historical loss calculation period.

We identified these qualitative adjustments within the ACL as critical audit matters because they involve a high degree of subjectivity. While the determination of these qualitative adjustments includes analysis of observable data over the historical loss period, the judgment required to assess the directionality and magnitude of adjustments is highly subjective. Auditing these complex judgments and assumptions involved especially challenging auditor judgment due to the nature of audit evidence and the nature and extent of effort required to address these matters.

How we addressed the matter in our audit

The primary procedures we performed to address these critical audit matters included:

• Testing the design, implementation, and operating effectiveness of internal controls over the calculation of the ACL, including the qualitative factor adjustments.
• Testing the completeness and accuracy of the significant data points that management uses in their evaluation of the qualitative adjustments.
• Testing the anchoring calculation that management completes to properly align the magnitude of the adjustments with the Company's historical loss data.
• Evaluating the directional consistency and reasonableness of management's conclusions regarding basis points applied (whether positive or negative) based on the trends identified in the underlying data.
• Testing the mathematical accuracy of the application of the qualitative adjustments to the loan segments within the ACL calculation.

We have served as the Company’s auditor since 2005.

Cranberry Township, Pennsylvania

March 16, 2026

CONSOLIDATED BALANCE SHEETS

December 31, 2025 and 2024

(Dollars in thousands, except per share data)			2024
ASSETS
Cash and cash equivalents
Cash and due from banks	17,731		$	21,287
Interest-earning deposits in other banks	81,332			51,870
Federal funds sold	247			352
Total cash and cash equivalents	99,310			73,509
Securities
Available-for-sale, at fair value	132,217			125,434
Held-to-maturity; fair value of 161,052 in 2025 and 172,603 in 2024 (0 credit loss allowance for 2025 and 2024)	183,145			204,309
Equity securities	279			266
Restricted stock, at cost	1,645			1,520
Total securities	317,286			331,529
Loans held for sale	213			283
Loans	829,778			737,641
Less allowance for credit losses	12,470			7,595
Net loans	817,308			730,046
Premises and equipment, net	13,577			14,069
Goodwill	4,728			4,728
Bank owned life insurance	31,168			28,225
Accrued interest receivable and other assets	9,146			9,111
TOTAL ASSETS	1,292,736		$	1,191,500
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Deposits
Noninterest-bearing	288,947		$	281,358
Interest-bearing	838,968			763,529
Total deposits	1,127,915			1,044,887
Short-term borrowings	31,517			25,683
Other borrowings	917			1,266
Allowance for credit losses on off-balance sheet commitments	596			524
Accrued interest payable and other liabilities	5,511			4,305
Total liabilities	1,166,456			1,076,665
SHAREHOLDERS’ EQUITY
Common stock, 6.25 par value. Authorized 9,000,000 shares; issued   2,980,602 shares; and outstanding 2,627,015 shares in 2025 and 2,650,089 in 2024	18,629			18,629
Additional paid-in capital	9,815			9,815
Retained earnings	112,146			103,105
Treasury stock at cost: 353,587 shares in 2025, 330,513 shares in 2024	(9,293	)		(8,294	)
Accumulated other comprehensive loss	(5,017	)		(8,420	)
Total shareholders’ equity	126,280			114,835
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	1,292,736		$	1,191,500

All values are in US Dollars.

These consolidated financial statements should be read in connection with the accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31, 2025 and 2024

(Dollars in thousands, except per share data)	2025		2024
INTEREST AND DIVIDEND INCOME
Loans, including fees	$	46,794	$	41,539
Taxable securities		7,015		7,315
Nontaxable securities		293		342
Other		2,935		2,405
Total interest and dividend income		57,037		51,601
INTEREST EXPENSE
Deposits		14,383		14,404
Short-term borrowings		249		315
Other borrowings		21		29
Total interest expense		14,653		14,748
NET INTEREST INCOME		42,384		36,853
CREDIT LOSS EXPENSE
Provision for credit loss expense - loans		5,303		7,244
Provision (recovery) for credit loss expense - off-balance sheet commitments		72		(213	)
Total provision for credit loss expense		5,375		7,031
NET INTEREST INCOME AFTER CREDIT LOSS EXPENSE		37,009		29,822
NONINTEREST INCOME
Service charges on deposit accounts		1,212		1,156
Trust services		1,146		1,219
Debit card interchange fees		2,207		2,115
Credit card fees		670		643
Gain on sale of loans, net		285		281
Earnings on bank owned life insurance		943		814
Unrealized gain on equity securities		12		8
Other income		820		866
Total noninterest income		7,295		7,102
NONINTEREST EXPENSES
Salaries and employee benefits		15,859		13,623
Occupancy expense		1,366		1,172
Equipment expense		847		863
Professional and director fees		1,793		1,565
Financial institutions tax		918		864
Marketing and public relations		597		561
Software expense		1,813		1,709
Debit card expense		829		755
FDIC insurance expense		559		538
Other expenses		3,160		2,939
Total noninterest expenses		27,741		24,589
INCOME BEFORE INCOME TAXES		16,563		12,335
Federal income tax provision		3,200		2,323
NET INCOME	$	13,363	$	10,012
Weighted average shares outstanding - basic and diluted		2,637,216		2,661,308
Earnings per share - basic and diluted	$	5.07	$	3.76

These consolidated financial statements should be read in connection with the accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31, 2025 and 2024

(Dollars in thousands)	2025			2024
Net income	$	13,363		$	10,012
Other comprehensive income
Unrealized gain on available-for-sale securities arising during the period		4,142			2,166
Amortization of held-to-maturity discount resulting from transfer		165			176
Income tax effect at 21%		(904	)		(492	)
Other comprehensive income		3,403			1,850
Total comprehensive income	$	16,766		$	11,862

These consolidated financial statements should be read in connection with the accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ EQUITY

Years Ended December 31, 2025 and 2024

(Dollars in thousands, except per share data)		Additional<br>Paid-In<br>Capital		Retained<br>Earnings			Treasury<br>Stock			Accumulated<br>Other<br>Comprehensive<br>Loss			Total
BALANCE AT DECEMBER 31, 2023	18,629	$	9,815	$	97,297		$	(7,532	)	$	(10,270	)	$	107,939
Net income	—		—		10,012			—			—			10,012
Other comprehensive income	—		—		—			—			1,850			1,850
Purchase of 19,849 treasury shares	—		—		—			(762	)		—			(762	)
Cash dividends declared, 1.58 per share	—		—		(4,204	)		—			—			(4,204	)
BALANCE AT DECEMBER 31, 2024	18,629	$	9,815	$	103,105		$	(8,294	)	$	(8,420	)	$	114,835
Net income	—		—		13,363			—			—			13,363
Other comprehensive income	—		—		—			—			3,403			3,403
Purchase of 23,074 treasury shares	—		—		—			(999	)		—			(999	)
Cash dividends declared, 1.64 per share	—		—		(4,322	)		—			—			(4,322	)
BALANCE AT DECEMBER 31, 2025	18,629	$	9,815	$	112,146		$	(9,293	)	$	(5,017	)	$	126,280

All values are in US Dollars.

These consolidated financial statements should be read in connection with the accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2025 and 2024

(Dollars in thousands)	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	13,363		$	10,012
Adjustments to reconcile net income to net cash provided by<br>   operating activities:
Depreciation and amortization of premises, equipment<br>   and software		941			941
Deferred income tax expense		909			118
Provision for credit loss expense - loans		5,303			7,244
Gain on sale of loans, net		(285	)		(281	)
Security amortization, net of accretion		527			677
Secondary market loan sale proceeds		9,103			9,023
Originations of secondary market loans held-for-sale		(8,836	)		(9,113	)
Earnings on bank-owned life insurance		(943	)		(814	)
Effects of changes in operating assets and liabilities:
Net deferred loan fees		(69	)		(222	)
Accrued interest receivable		(275	)		(105	)
Accrued interest payable		(27	)		100
Other assets and liabilities		(215	)		(1,915	)
Net cash provided by operating activities	$	19,496		$	15,665
CASH FLOWS FROM INVESTING ACTIVITIES
Securities:
Proceeds from repayments, available-for-sale	$	49,557		$	31,732
Proceeds from repayments, held-to-maturity		21,042			21,840
Purchases, available-for-sale		(52,439	)		(15,290	)
Purchase of restricted stock		(286	)		—
Redemption of restricted stock		161			15
Loan (originations) and payments, net		(92,496	)		(42,271	)
Purchases of premises and equipment		(412	)		(1,960	)
Purchases of software		(14	)		(145	)
Purchase of bank owned life insurance		(2,000	)		(2,000	)
Net cash used in investing activities	$	(76,887	)	$	(8,079	)

These consolidated financial statements should be read in connection with the accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Years Ended December 31, 2025 and 2024

(Dollars in thousands)	2025			2024
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits	$	83,028		$	17,460
Net change in short-term borrowings		5,834			(10,160	)
Repayment of other borrowings		(349	)		(488	)
Cash dividends paid		(4,322	)		(4,204	)
Purchase of treasury stock		(999	)		(762	)
Net cash provided by financing activities	$	83,192		$	1,846
NET INCREASE IN CASH AND CASH EQUIVALENTS		25,801			9,432
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		73,509			64,077
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	99,310		$	73,509
SUPPLEMENTAL DISCLOSURES
Cash paid during the year for:
Interest	$	14,680		$	14,647
Income taxes		3,450			2,775

These consolidated financial statements should be read in connection with the accompanying notes to the consolidated financial statements.

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CSB Bancorp, Inc. (the “Company” or “CSB”) was incorporated in 1991 in the State of Ohio and is a registered bank holding company. The Company’s wholly owned subsidiaries are The Commercial and Savings Bank of Millersburg, Ohio (the “Bank”) and CSB Investment Services, LLC. The Company, through its subsidiaries, operates in the commercial banking industry.

The Bank, an Ohio-chartered bank organized in 1879, provides financial services through its sixteen Banking Centers located in Holmes, Stark, Tuscarawas and Wayne counties and a loan production office in Medina. These communities are the source of a substantial majority of the Bank’s deposit, loan, and trust activities. The majority of the Bank’s income is derived from commercial and retail lending activities, and investments in securities. Its primary deposit products are checking, savings, and term certificate accounts. Its primary lending products are residential real estate, commercial real estate, commercial, and installment loans. Substantially, all loans are secured by specific items of collateral including business assets, consumer assets, and real estate. Commercial loans are expected to be repaid with cash flow from business operations. Real estate loans are secured by both residential and commercial real estate.

Significant accounting policies followed by the Company are presented below.

BUSINESS SEGMENTS

The Company's operations have been evaluated for segment reporting and management has determined operations are managed along two operating segments, consisting of banking operations and trust services. The Company derives its banking operations revenue from business and consumer customers through loan and deposit products. However, these components are not separately reviewed and expenses are not segregated from the rest of the Company's operations and therefore are not reportable as segments. The Company's chief operating decision maker is the senior management team, which includes the CEO, President, CFO, Chief Risk Officer, Senior Loan Officer and Senior Operations Officer. While the chief operating decision maker uses financial information related to the banking operations and trust services segments to analyze business performance and allocate resources, the trust services segment does not meet the quantitative threshold under GAAP to be considered a reportable segment. Trust services revenue and net income are less than 3% of total Company revenue. As such, these operating segments are aggregated into a single reportable operating segment in the Consolidated Financial Statements.

USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS

In preparing the Consolidated Financial Statements, in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions affecting the reported amounts of assets and liabilities as of the date of the Consolidated Balance Sheets and reported amounts of revenues and expenses during each reporting period. Actual results could differ from those estimates. The most significant estimates susceptible to change in the near term relate to management’s determination of the allowance for credit losses and the fair value of financial instruments.

PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

The Bank has a trust department and the assets held by the Bank in fiduciary or agency capacities for its customers are not included in the Consolidated Balance Sheets as such items are not assets of the Bank.

CASH AND CASH EQUIVALENTS

For purposes of the Consolidated Statements of Cash Flows, cash and cash equivalents include cash on hand and amounts due from banks which mature overnight or within ninety days.

DEBT SECURITIES

At the time of purchase all debt securities are evaluated and designated as available-for-sale (AFS) or held-to-maturity (HTM). Securities designated as AFS are carried at fair value with unrealized gains and losses on such securities, net of applicable income taxes, recognized as other comprehensive income or loss. HTM securities are recorded at amortized cost. Securities transferred from AFS to HTM are carried at their fair value on the date of transfer. On December 31, 2025, 58% of the total investment portfolio was classified as HTM. The amortized cost of debt securities is adjusted for the accretion of discounts to maturity and the amortization of premiums to the earlier of a bond’s call date or maturity based on the interest method. Such amortization and accretion are included in interest and dividends on securities. Gains and losses on sales of securities are accounted for on a trade date basis, using the specific identification method, and are included in noninterest income.

EQUITY SECURITIES

Equity securities are held at fair value. Holding gains and losses are recorded in noninterest income. Dividends on equity securities are recognized as income when earned.

RESTRICTED STOCK

Investments in FHLB and Federal Reserve Bank stock are classified as restricted stock, carried at cost, and evaluated for impairment. The Bank is required to maintain an investment in common stock of the FHLB and Federal Reserve Bank because the Bank is a member of the FHLB and the Federal Reserve System.

LOANS

Loans that management has the intent and ability to hold for the foreseeable future, until maturity, or pay-off, generally are stated at their outstanding principal amount, adjusted for charge-offs, the allowance for credit losses, and any deferred loan fees or costs on originated loans. Interest is accrued based upon the daily outstanding principal balance. Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield over the life of the related loan.

Interest income is not reported when full repayment is in doubt, typically when the loan is individually evaluated, or payments are past due over 90 days. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed and charged against interest income. The interest on these loans is accounted for on a cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

At origination, a determination is made whether a loan will be held in the Bank’s portfolio or is intended for sale in the secondary market. Mortgage loans held for sale are recorded at the lower of the aggregate cost or fair value. Generally, these loans are held for sale for less than three (3) days. The Bank recognizes gains and losses on sales of the loans held for sale when the sale is completed.

ALLOWANCE FOR CREDIT LOSSES (ACL)

The ACL is a valuation reserve established and maintained by charges against operating income and is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the ACL when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. The ACL is an estimate of expected credit losses, measured over the contractual life of a loan (adjusted for expected prepayment), that considers our historical loss experience, current conditions and forecasts of future economic conditions. Determination of an appropriate ACL is inherently subjective and may have significant changes from period to period.

The methodology for determining the ACL has two main components: evaluation of expected credit losses for certain groups of homogeneous loans that share similar risk characteristics and evaluation of individual loans that do not share risk characteristics with other loans. The ACL for homogeneous loans is calculated using a life-time loss rate methodology with both a quantitative and a qualitative analysis that is applied on a quarterly basis. The ACL model is comprised of eight distinct portfolio segments: 1) Commercial and Industrial or C&I, 2) Commercial Real Estate, or CRE, 3) Commercial Lessors of Buildings, 4) Construction, 5) Consumer Mortgage, 6) Home Equity Line of Credit or HELOC, 7) Consumer Installment, and 8) Consumer Indirect loans. Each segment has a distinct set of risk characteristics monitored by management.

Historical credit loss experience is the basis for the estimation of expected credit losses. We apply historical loss rates to pools of loans with similar risk characteristics. After consideration of the historic loss calculation, management applies qualitative adjustments to reflect the current conditions and reasonable and supportable forecasts not already reflected in the historical loss information at the balance sheet date. Our reasonable and supportable forecast adjustment is based on the unemployment forecast and management judgment. For periods beyond our two-year reasonable and supportable forecast, we revert to the historical loss rate. The qualitative adjustments for current conditions are based upon changes in lending policies and practices, change in economic conditions, change in nature of the portfolio, experience and ability of lending staff, problem loan trends, quality of the bank’s loan review system, value of underlying collateral for collateral dependent loans, the existence of and changes in concentrations, and other external factors. These modified historical loss rates are multiplied by the outstanding principal balance of each loan to calculate a required reserve. A similar process is employed to calculate a reserve assigned to the portion of off-balance sheet commitments that we expect to fund, specifically unfunded loan commitments, and any needed reserve is recorded in other liabilities.

The ACL for individual loans begins with the use of normal credit review procedures to identify whether a loan no longer shares similar risk characteristics with other pooled loans and therefore, should be individually assessed. We evaluate all commercial loans greater than $500 thousand that meet the following criteria: 1) when it is determined that foreclosure is probable, 2) substandard, doubtful and nonperforming loans when repayment is expected to be provided substantially through the operation or sale of the collateral, and 3) when it is determined by management that a loan does not share similar risk characteristics with other loans. Collateral values are discounted to consider disposal costs when appropriate. A specific reserve or valuation allowance is established or a charge-off is taken if the fair value of the loan is less than the loan balance.

Although we believe our process for determining the ACL appropriately considers all the factors that would likely result in credit losses, the process includes subjective elements and may be susceptible to significant change. To the extent actual losses are higher than management estimates, additional provision for credit losses could be required and could adversely affect our earnings or financial position in future periods.

The ACL for off-balance sheet commitments is estimated on the likelihood and amount of funding under the same criteria used for loans under the ACL. The ACL for off-balance sheet commitments is recorded in other liabilities in the Consolidated Balance Sheets.

HTM Securities - Any expected credit loss is recorded through the ACL on HTM securities and is deducted from the amortized cost basis on the balance sheet. The majority of HTM securities are issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. Therefore, there is no credit loss expectation on these securities.

AFS Securities - The AFS securities portfolio is evaluated on a quarterly basis for indicators of credit loss. Management reviews the amount of unrealized loss, the credit rating history, market trends of similar security classes, time remaining to maturity, and the source of principal and interest payments to identify securities which could potentially have a credit loss. For those securities that management intends to sell before the recovery of their amortized cost basis, the difference between fair value and amortized cost is considered to have a credit loss and is recognized in provision for credit loss expense and the amortized cost is written down to the realizable value through a charge-off. For those AFS securities that management does not intend to sell prior to expected recovery of the amortized cost basis, the credit portion is recognized through the ACL on AFS securities, while the noncredit portion is recognized through the accumulated other comprehensive income or loss included in shareholders' equity. Non-credit related impairment is a result of other factors, including changes in interest rates.

OTHER REAL ESTATE OWNED

Other real estate acquired through or in lieu of foreclosure is initially recorded at fair value, less estimated costs to sell, and any loan balance in excess of fair value is charged to the allowance for credit losses. Subsequent valuations are periodically performed, and write-downs are included in noninterest expenses, as well as expenses related to maintenance of the properties. Gains or losses upon sale are recorded through noninterest income. There was no other real estate owned on December 31, 2025 or 2024.

PREMISES AND EQUIPMENT

Premises and equipment are stated at cost, less accumulated depreciation and amortization. Land is carried at cost. Depreciation and amortization are determined based on the estimated useful lives of the individual assets (typically 20 to 40 years for buildings and 3 to 10 years for equipment) and is computed using the straight-line method. Leasehold improvements are amortized over the useful life of the asset, or lease term, whichever is shorter. Expenses for maintenance and repairs are charged against income as incurred. Costs of major additions and improvements are capitalized.

GOODWILL

Goodwill is not amortized but is tested for impairment at least annually in the fourth quarter or more frequently if indicators of impairment are present. The evaluation for impairment involves comparing the current fair value of the reporting unit to the carrying value, including goodwill. If the current fair value of a reporting unit exceeds the carrying value, no additional testing is required, and an impairment loss is not recorded. The Company uses market capitalization and multiples of tangible book value methods, based on observable bank acquisitions in the state of Ohio, to determine the estimated current fair value of its reporting unit. Based on this analysis no impairment was recorded in 2025 or 2024.

MORTGAGE SERVICING RIGHTS

Mortgage servicing rights (“MSRs”) represent the right to service loans for third party investors. MSRs are recognized at fair value as a separate asset upon the sale of mortgage loans to a third-party investor with the servicing rights retained by the Company. Originated MSRs are recorded at allocated fair value at the time of the sale of the loans to the third-party investor. MSRs are amortized in proportion to and over the estimated period of net servicing income. MSRs are carried at amortized cost, less a valuation allowance for impairment, if any. MSRs are evaluated on a discounted earnings basis to determine the present value of future earnings of the underlying serviced mortgages. All assumptions are reviewed annually, or more frequently if necessary, and adjusted to reflect current and anticipated market conditions.

BANK-OWNED LIFE INSURANCE

The cash surrender value of bank-owned life insurance policies is included as an asset on the Consolidated Balance Sheets and any increases in the cash surrender value are recorded as noninterest income on the Consolidated Statements of Income. In the event of the death of an individual insured under these policies, the Company would receive a death benefit, which would be recorded as noninterest income.

REPURCHASE AGREEMENTS

Substantially all securities sold under repurchase agreements represent amounts advanced by various customers. Securities owned by the Bank are pledged to secure those obligations. Repurchase agreements are not deposits and are not covered by federal deposit insurance.

ADVERTISING COSTS

All advertising costs are expensed as incurred. Advertising expenses amounted to $193 thousand, $187 thousand for the years ended 2025 and 2024, respectively.

FEDERAL INCOME TAXES

The Company and its subsidiaries file a consolidated federal tax return. Deferred income taxes are recorded on temporary differences between financial statement and income tax reporting. Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their respective tax bases. Deferred tax assets are recognized for temporary differences deductible in future years’ tax returns and for operating loss and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax liabilities are recognized for temporary differences taxable in future years’ tax returns.

The Bank, domiciled in Ohio, is not currently subject to state and local income taxes.

COMPREHENSIVE INCOME

The Company includes recognized revenue, expenses, gains, and losses in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the Consolidated Balance Sheets, net of tax, these items along with net income are components of comprehensive income. The unrealized loss on securities transferred from AFS to HTM at the date of transfer, is amortized over the remaining life of the securities as part of comprehensive income.

TRANSFERS OF FINANCIAL ASSETS

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions constraining it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

PER SHARE DATA

Earnings per share is computed based on the weighted average number of shares of common stock outstanding during each year. The company currently maintains a simple capital structure, thus, there are no dilutive effects on earnings per share.

The weighted average number of common shares outstanding for earnings per share computations was as follows:

(Dollars in thousands, except per share data)	2025			2024
Weighted average common shares issued		2,980,602			2,980,602
Average treasury shares		(343,386	)		(319,294	)
Total weighted average common shares outstanding basic and diluted		2,637,216			2,661,308
Net income	$	13,363		$	10,012
Earnings per share, basic and diluted		5.07			3.76

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date these financial statements were issued.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. This ASU requires disclosure in the notes to financial statements of specified information about certain costs and expenses. Specific disclosures are required for (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas producing activities. The amendments in this Update do not change or remove current expense disclosure requirements. However, the amendments affect where this information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. The amendments in ASU 2024-03 apply only to public business entities and are effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. This Update is not expected to have a significant impact on the Company’s financial statements.

In November 2025, the FASB issued ASU 2025-08, Financial Instruments – Credit Losses (Topic 326), which amends the guidance in Topic 326 to expand the population of acquired financial assets subject to the gross-up approach to include loans (excluding credit cards) that are acquired without credit deterioration and deemed “seasoned.” All non-purchased credit deteriorated loans (excluding credit cards) that are acquired in a business combination are deemed seasoned. Other non-purchased credit deteriorated loans (excluding credit cards) are considered to be seasoned if they were purchased at least 90 days after origination and the acquirer was not involved in the origination of the loans. ASU 2025-08 should be applied prospectively and is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. Early adoption is permitted. This Update is not expected to have an impact on the Company’s financial statements.

ACCOUNTING PRONOUNCEMENTS ADOPTED IN 2025

During the year ended December 31, 2025, the Company adopted

ASU 2023-09

, Improvements to Income Tax Disclosure, which expands the disclosure requirements for income taxes. The amendment in this update improves financial reporting by requiring disclosure of greater disaggregation of information in the income tax rate reconciliation. The amendment in this update also improves financial reporting by requiring disclosure of income taxes paid by jurisdiction to improve visibility of income taxes paid information. The adoption did not have a material impact on the Company's consolidated financial statements. See Note 8 Income Taxes for more information.

RECLASSIFICATION OF COMPARATIVE AMOUNTS

Certain comparative amounts from the prior years have been reclassified to conform to current year classifications. Such classifications had no effect on net income or shareholders’ equity.

NOTE 2 – SECURITIES

Securities consisted of the following on December 31:

(Dollars in thousands)	Amortized<br>Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses			Allowance for Credit Losses		Fair<br>Value
2025
Available-for-sale
U.S. Treasury securities	$	5,010	$	10	$	—		$	—	$	5,020
U.S. Government agencies		3,000		—		(92	)		—		2,908
Mortgage-backed securities of government agencies		103,198		290		(4,579	)		—		98,909
Asset-backed securities of government agencies		355		—		(8	)		—		347
State and political subdivisions		11,660		—		(433	)		—		11,227
Corporate bonds		14,154		7		(355	)		—		13,806
Total available-for-sale		137,377		307		(5,467	)		—		132,217
Held-to-maturity
U.S. Treasury securities		5,397		—		(321	)		—		5,076
Mortgage-backed securities of government agencies		175,261		32		(21,717	)		—		153,576
State and political subdivisions		2,487		—		(87	)		—		2,400
Total held-to-maturity		183,145		32		(22,125	)		—		161,052
Equity securities		185		94		—			—		279
Restricted stock		1,645		—		—			—		1,645
Total securities	$	322,352	$	433	$	(27,592	)	$	—	$	295,193
2024
Available-for-sale
U.S. Treasury securities	$	13,487	$	8	$	(81	)	$	—	$	13,414
U.S. Government agencies		6,000		—		(302	)		—		5,698
Mortgage-backed securities of government agencies		69,746		30		(7,078	)		—		62,698
Asset-backed securities of government agencies		404		—		(6	)		—		398
State and political subdivisions		15,051		—		(805	)		—		14,246
Corporate bonds		30,048		5		(1,073	)		—		28,980
Total available-for-sale		134,736		43		(9,345	)		—		125,434
Held-to-maturity
U.S. Treasury securities		7,854		—		(621	)		—		7,233
Mortgage-backed securities of government agencies		193,937		—		(30,862	)		—		163,075
State and political subdivisions		2,518		—		(223	)		—		2,295
Total held-to-maturity		204,309		—		(31,706	)		—		172,603
Equity securities		185		81		—			—		266
Restricted stock		1,520		—		—			—		1,520
Total securities	$	340,750	$	124	$	(41,051	)	$	—	$	299,823

The amortized cost and fair value of debt securities on December 31, 2025, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

(Dollars in thousands)	Amortized<br>Cost		Fair<br>Value
Available-for-sale
Due in one year or less	$	6,074	$	6,085
Due after one through five years		25,213		24,552
Due after five through ten years		14,337		13,107
Due after ten years		91,753		88,473
Total debt securities available-for-sale	$	137,377	$	132,217
Held-to-maturity
Due in one year or less	$	2,494	$	2,451
Due after one through five years		3,924		3,587
Due after five through ten years		1,538		1,510
Due after ten years		175,189		153,504
Total debt securities held-to-maturity	$	183,145	$	161,052

Securities with a carrying value of approximately $134 million was pledged on December 31, 2025, and 2024 respectively, to secure public deposits, as well as other deposits and borrowings as required or permitted by law.

Restricted stock primarily consists of investments in FHLB and Federal Reserve Bank stock. The Bank’s investment in FHLB stock amounted to $1.1 million and $1.0 million on December 31, 2025, and 2024. Federal Reserve Bank stock was $471 thousand on December 31, 2025, and 2024.

There were no proceeds from sales of debt securities for the years ended December 31, 2025 and 2024. Unrealized gains recognized on equity securities on the consolidated statements of income were $12 thousand and $8 thousand, respectively for the years ended December 31, 2025 and 2024.

The Bank monitors the credit quality of held-to-maturity debt securities primarily through utilizing their credit rating. The Bank monitors the credit rating on a quarterly basis. There are no nonperforming held-to-maturity securities. As of December 31, 2025 and 2024 no ACL was required for any held-to-maturity security. The majority of the securities are explicitly or implicitly guaranteed by the United States government, and any estimate of expected credit losses would be insignificant to the Bank. The following table summarizes the amortized cost of held-to maturity debt securities at December 31, 2025 and 2024 aggregated by credit quality indicator:

(Dollars in thousands)	U.S. Treasury securities		Mortgage- backed securities of government agencies		State and political subdivisions
December 31, 2025
Credit rating:
AAA / AA / A	$	5,397	$	175,261	$	2,487
BBB / BB / B		—		—		—
Lower than B		—		—		—
Non-rated		—		—		—
Total	$	5,397	$	175,261	$	2,487
December 31, 2024
Credit rating:
AAA / AA / A	$	7,854	$	193,937	$	2,518
BBB / BB / B		—		—		—
Lower than B		—		—		—
Non-rated		—		—		—
Total	$	7,854	$	193,937	$	2,518

The following table presents gross unrealized losses, fair value of securities, aggregated by investment category, and length of time individual available-for-sale securities have been in a continuous unrealized loss position, on December 31 2025 and 2024:

	Less Than 12 Months					12 Months or More					Total
(Dollars in thousands)	Gross<br>Unrealized<br>Losses			Fair<br>Value		Gross<br>Unrealized<br>Losses			Fair<br>Value		Gross<br>Unrealized<br>Losses			Fair<br>Value
2025
Available-for-sale
U.S. Government agencies	$	—		$	—	$	(92	)	$	2,908	$	(92	)	$	2,908
Mortgage-backed securities of government<br>   agencies		(4	)		6,713		(4,575	)		38,734		(4,579	)		45,447
Asset-backed securities of government<br>   agencies		—			—		(8	)		347		(8	)		347
State and political subdivisions		(2	)		1,518		(431	)		8,508		(433	)		10,026
Corporate bonds		—			—		(355	)		12,049		(355	)		12,049
Total temporarily impaired available-for-sale securities	$	(6	)	$	8,231	$	(5,461	)	$	62,546	$	(5,467	)	$	70,777
2024
Available-for-sale
U.S. Treasury securities	$	—		$	—	$	(81	)	$	8,949	$	(81	)	$	8,949
U.S. Government agencies		—			—		(302	)		5,698		(302	)		5,698
Mortgage-backed securities of government<br>   agencies		(88	)		12,944		(6,990	)		45,063		(7,078	)		58,007
Asset-backed securities of government<br>   agencies		—			—		(6	)		398		(6	)		398
State and political subdivisions		(19	)		1,446		(786	)		12,800		(805	)		14,246
Corporate bonds		—			—		(1,073	)		27,473		(1,073	)		27,473
Total temporarily impaired available-for-sale securities	$	(107	)	$	14,390	$	(9,238	)	$	100,381	$	(9,345	)	$	114,771

There were 82 available-for-sale securities in an unrealized loss position on December 31, 2025, 76 of which were in a continuous loss position for twelve (12) months or more. Each quarter the Company conducts a comprehensive security-level impairment assessment on the securities portfolio. Management believes the Company will fully recover the cost of these securities. Unrealized losses on the Company’s fixed-rate debt securities are a result of interest rate increases. U.S. Treasury securities and investments in securities of U.S. government sponsored agency bonds comprise $107 million of total AFS securities. The remaining $25 million of non-agency debt securities is made up of Corporate Bonds and debt securities of State and Political Subdivisions. For non-agency debt securities, the Company verified the current credit ratings remain above investment grade. Non-rated debt securities total $7 million. Annually, management reviews the credit profile of each non-rated issue and assesses whether any impairment to the contractually obligated cash flow is likely to occur. Based on these reviews, management has concluded the underlying creditworthiness for each security remains sufficient to maintain required payment obligations and, therefore, no allowance for credit losses has been recorded. Management believes the value will recover as the securities approach maturity or market interest rates decline.

NOTE 3 – LOANS

Loans consisted of the following on December 31:

(Dollars in thousands)	2025			2024
Commercial and industrial	$	152,657		$	144,376
Commercial real estate		255,911			190,514
Commercial lessors of buildings		114,010			101,168
Construction		47,982			64,262
Consumer mortgage		193,298			177,578
Home equity line of credit		52,616			44,971
Consumer installment		9,019			9,645
Consumer indirect		4,366			5,276
Total loans		829,859			737,790
Allowance for credit losses		(12,470	)		(7,595	)
Deferred loan fees, net		(81	)		(149	)
Net Loans	$	817,308		$	730,046

Loan Origination/Risk Management

The Company has certain lending policies and procedures in place designed to maximize loan income within an acceptable level of risk. Management reviews and the Board of Directors approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies, and non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand their business. Underwriting standards are designed to promote relationship banking rather than transactional banking. The Company’s management examines current and occasionally projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. However, the cash flows of borrowers may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory, and generally incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company’s commercial real estate portfolio are diverse in terms of type. This diversity helps reduce the Company’s exposure to adverse economic events that affect any single industry. Management monitors and evaluates commercial real estate loans based on collateral, geography, and risk grade criteria.

With respect to loans to developers and builders secured by non-owner occupied properties, the Company generally requires the borrower to have had an existing relationship with the Company and have a proven record of success. Construction and land development loans are underwritten utilizing independent appraisal reviews, lease rates, and financial analysis of developers and property owners. Construction and land development loans are generally based upon estimates of costs and value associated with the completed project. These estimates may be inaccurate. Construction and land development loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property, or permanent financing from the Company. These loans are closely monitored by on-site inspections and are considered to have higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions, and the availability of long-term financing.

The Company originates consumer loans utilizing a judgmental underwriting process. Policies and procedures are developed and modified, as needed, by management to monitor and manage consumer loan risk. This activity, coupled with relatively small loan amounts spread across many individual borrowers, minimizes risk.

The Company engages an independent loan review vendor that reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management and the Audit Committee. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

Concentrations of Credit

Nearly all the Company’s lending activity occurs within the State of Ohio, including the five counties of Holmes, Medina, Stark, Tuscarawas, and Wayne, as well as surrounding counties. The majority of the Company’s loan portfolio consists of commercial and industrial and commercial real estate loans. These loans are generally secured by real property and equipment, with repayment expected from operational cash flow. Credit evaluation is based on a review of cash flow coverage of principal and interest payments, and the adequacy of the collateral received.

The top ten collateral exposures in commercial real estate and commercial lessors of buildings at December 31, 2025 are as follows: Industrial, manufacturing and production $81 million; healthcare facilities $39 million; warehouses $37 million; residential investment property $34 million; animal feed production $25 million; hotels $19 million; auto and trucking repair $19 million; retail strip centers $18 million; retail stores $17 million; and office buildings $13 million. The Company has less than 2% of total loans outstanding to loans secured by commercial office space.

Allowance for Credit Losses

The following table details activity in the allowance for credit losses ("ACL") by portfolio segment for the years ended December 31, 2025, and 2024. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

During 2025, the increase in the provision for credit loss expense for commercial and industrial loans was primarily related to one loan relationship which had a $4 million valuation allowance established during fourth quarter 2025. This commercial credit remains a performing asset and is collateral dependent through its continued operation. The increase in provision for commercial real estate and commercial lessors of buildings loan categories is primarily due to the increase in loan volume. The increase in the historical loss rate also contributed to the increased provision for commercial real estate loans. The provision amounts in the remaining categories primarily relate to changes in loan volume.

During 2024, the increase in the provision for credit loss expense for commercial and industrial and commercial real estate loans was primarily related to one loan relationship which is in process of court liquidation. This relationship has been charged down by $6.2 million which resulted in an increase in the historical loss rates applied to the loans in each of these categories. The decrease in the provision for consumer mortgages and home equity loans was primarily due to the stable economy and collateral values, with very few historical losses in these categories. The increase in the provision for consumer installment and consumer indirect loans is due to the increase in historical losses in this portfolio.

Summary of Allowance for Credit Losses on Loans

The following table details activity in the allowance for credit losses on loans during the year ended December 31:

(Dollars in thousands)	Beginning ACL Balance		Charge-offs			Recoveries		Provision for Credit Losses (Recovery)			Ending ACL Balance
December 31, 2025
Commercial and industrial	$	2,919	$	(82	)	$	25	$	4,024		$	6,886
Commercial real estate		1,681		(303	)		1		1,015			2,394
Commercial lessors of buildings		1,141		—			—		173			1,314
Construction		502		—			—		22			524
Consumer mortgage		812		—			2		24			838
Home equity line of credit		205		—			—		22			227
Consumer installment		92		(71	)		12		51			84
Consumer indirect		243		(17	)		5		(28	)		203
Total	$	7,595	$	(473	)	$	45	$	5,303		$	12,470
December 31, 2024
Commercial and industrial	$	1,737	$	(5,671	)	$	74	$	6,779		$	2,919
Commercial real estate		1,637		(598	)		1		641			1,681
Commercial lessors of buildings		1,200		—			—		(59	)		1,141
Construction		333		—			—		169			502
Consumer mortgage		1,107		—			10		(305	)		812
Home equity line of credit		288		—			—		(83	)		205
Consumer installment		76		(65	)		17		64			92
Consumer indirect		229		(60	)		36		38			243
Total	$	6,607	$	(6,394	)	$	138	$	7,244		$	7,595

Age Analysis of Past-Due Loans Receivable and Nonperforming Loans

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the past-due status.

(Dollars in thousands)	Current		30-59<br>Days<br>Past<br>Due		60-89<br>Days<br>Past<br>Due		90 Days +<br>Past Due		Total Past Due		Total<br>Loans
December 31, 2025
Commercial and industrial	$	152,589	$	48	$	20	$	—	$	68	$	152,657
Commercial real estate		255,835		76		—		—		76		255,911
Commercial lessors of buildings		114,010		—		—		—		—		114,010
Construction		47,962		20		—		—		20		47,982
Consumer mortgage		192,673		223		402		—		625		193,298
Home equity line of credit		52,221		320		75		—		395		52,616
Consumer installment		9,002		17		—		—		17		9,019
Consumer indirect		4,318		14		34		—		48		4,366
Total Loans	$	828,610	$	718	$	531	$	—	$	1,249	$	829,859
December 31, 2024
Commercial and industrial	$	144,274	$	46	$	56	$	—	$	102	$	144,376
Commercial real estate		190,514		—		—		—		—		190,514
Commercial lessors of buildings		101,168		—		—		—		—		101,168
Construction		64,262		—		—		—		—		64,262
Consumer mortgage		176,403		633		56		486		1,175		177,578
Home equity line of credit		44,595		376		—		—		376		44,971
Consumer installment		9,637		5		3		—		8		9,645
Consumer indirect		5,238		27		11		—		38		5,276
Total Loans	$	736,091	$	1,087	$	126	$	486	$	1,699	$	737,790

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due over 90 days still accruing interest as of December 31:

(Dollars in thousands)	Nonaccrual with no ACL		Nonaccrual with ACL		Total Nonaccrual		Loans Past Due Over 90 Days Still Accruing		Total Nonperforming
December 31, 2025
Commercial and industrial	$	—	$	9	$	9	$	—	$	9
Commercial real estate		—		161		161		—		161
Commercial lessors of buildings		—		—		—		—		—
Construction		—		—		—		—		—
Consumer mortgage		—		336		336		—		336
Home equity line of credit		—		64		64		—		64
Consumer installment		—		32		32		—		32
Consumer indirect		—		50		50		—		50
Total Loans	$	—	$	652	$	652	$	—	$	652
December 31, 2024
Commercial and industrial	$	413	$	36	$	449	$	—	$	449
Commercial real estate		497		4		501		—		501
Commercial lessors of buildings		—		3		3		—		3
Construction		—		—		—		—		—
Consumer mortgage		—		80		80		486		566
Home equity line of credit		—		71		71		—		71
Consumer installment		—		48		48		—		48
Consumer indirect		—		67		67		—		67
Total Loans	$	910	$	309	$	1,219	$	486	$	1,705

Interest income recognized on nonaccrual loans as of December 31, 2025 was $2 thousand on commercial real estate loans, $29 thousand on consumer mortgage loans, $24 thousand on commercial & industrial loans, and $4 thousand on installment loans. Several consumer mortgage loans on nonaccrual are at an amortized cost basis of $0 and all payments are being recognized as interest income when received.

Collateral-Dependent Financial Assets

When loan repayment is expected to be provided substantially through the operation or sale of collateral and the borrower is experiencing financial difficulty, expected credit losses are based on the fair value of the collateral. The class of loan represents the primary collateral type associated with the loan. The following table presents the amortized cost basis of collateral dependent loans by class of loan:

	Type of Collateral
(Dollars in thousands)	Real Estate			Blanket Liens
December 31, 2025
Commercial and industrial	$	4,411	1	$	7,078
Commercial real estate		20,446	2		—
Total collateral dependent loans	$	24,857		$	7,078
December 31, 2024
Commercial and industrial	$	—		$	413
Commercial real estate		501			—
Total collateral dependent loans	$	501		$	413

1 Balances include $3.5 million USDA guarantee.

2 Balances include $16.4 million USDA guarantee.

Credit Quality Indicators

The Company categorizes commercial and commercial real estate loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes commercial and commercial real estate loans individually by classifying the loans as to credit risk. This analysis includes commercial loans with an outstanding exposure balance greater than $500 thousand. This analysis is performed on an annual basis.

The Company uses the following definitions for risk ratings:

Pass. Loans classified as pass (Cash Secured, Exceptional, Acceptable, Monitor or Pass Watch) may exhibit a wide array of characteristics but at a minimum represent an acceptable risk to the Bank. Borrowers in this rating may have leveraged but acceptable balance sheet positions, satisfactory asset quality, stable to favorable sales and earnings trends, acceptable liquidity, and adequate cash flow. Loans are considered fully collectable and require an average amount of administration. While generally adhering to credit policy, these loans may exhibit occasional exceptions that do not result in undue risk to the Bank. Borrowers are generally capable of absorbing setbacks, financial and otherwise, without the threat of failure.

Special Mention. Loans classified as special mention have a material weakness deserving of management’s close attention. If left uncorrected, these weaknesses may result in deterioration of the repayment prospects for the loan or of the Bank’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses jeopardizing the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, values, highly questionable, and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans. Based on the most recent analysis performed, the following tables present the recorded investment in non-homogeneous loans by internal risk rating system:

	Term Loans Amortized Costs Basis by Origination Year
(Dollars in thousands)	2025		2024		2023			2022		2021		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
December 31, 2025
Commercial and industrial:
Pass	$	21,139	$	18,113	$	15,011		$	9,206	$	4,524	$	5,519	$	51,362	$	—	$	124,874
Special mention		—		—		44			52		42		—		107		—		245
Substandard		957		—		10,560	1		4,363		306		904		10,448		—		27,538
Doubtful		—		—		—			—		—		—		—		—		—
Total	$	22,096	$	18,113	$	25,615		$	13,621	$	4,872	$	6,423	$	61,917	$	—	$	152,657
YTD gross charge-offs	$	—	$	—	$	55		$	—	$	—	$	—	$	27	$	—	$	82
Commercial real estate:
Pass	$	41,371	$	28,413	$	30,621		$	35,659	$	40,055	$	31,846	$	1,471	$	—	$	209,436
Special Mention		—		—		—			671		2,702		11,133		—		—		14,506
Substandard		128		333		20,954	2		453		1,587		8,514		—		—		31,969
Doubtful		—		—		—			—		—		—		—		—		—
Total	$	41,499	$	28,746	$	51,575		$	36,783	$	44,344	$	51,493	$	1,471	$	—	$	255,911
YTD gross charge-offs	$	—	$	—	$	303		$	—	$	—	$	—	$	—	$	—	$	303
Commercial lessors of buildings:
Pass	$	22,800	$	19,788	$	21,547		$	19,952	$	14,219	$	14,101	$	438	$	—	$	112,845
Special Mention		—		—		—			—		172		—		—		—		172
Substandard		—		—		—			—		—		955		38		—		993
Doubtful		—		—		—			—		—		—		—		—		—
Total	$	22,800	$	19,788	$	21,547		$	19,952	$	14,391	$	15,056	$	476	$	—	$	114,010
YTD gross charge-offs	$	—	$	—	$	—		$	—	$	—	$	—	$	—	$	—	$	—
Commercial construction:
Pass	$	13,734	$	10,226	$	2,368		$	7,471	$	684	$	1,182	$	2,049	$	—	$	37,714
Special Mention		—		—		—			—		—		—		—		—		—
Substandard		—		—		—			—		—		68		—		—		68
Doubtful		—		—		—			—		—		—		—		—		—
Total	$	13,734	$	10,226	$	2,368		$	7,471	$	684	$	1,250	$	2,049	$	—	$	37,782
YTD gross charge-offs	$	—	$	—	$	—		$	—	$	—	$	—	$	—	$	—	$	—
Total
Pass	$	99,044	$	76,540	$	69,547		$	72,288	$	59,482	$	52,648	$	55,320	$	—	$	484,869
Special Mention		—		—		44			723		2,916		11,133		107		—		14,923
Substandard		1,085		333		31,514	1, 2		4,816		1,893		10,441		10,486		—		60,568
Doubtful		—		—		—			—		—		—		—		—		—
Total	$	100,129	$	76,873	$	101,105		$	77,827	$	64,291	$	74,222	$	65,913	$	—	$	560,360
YTD gross charge-offs	$	—	$	—	$	358		$	—	$	—	$	—	$	27	$	—	$	385

1 Balances include $3.5 million USDA guarantee.

2 Balances include $16.4 million USDA guarantee.

	Term Loans Amortized Costs Basis by Origination Year
(Dollars in thousands)	2024		2023			2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
December 31, 2024
Commercial and industrial:
Pass	$	20,361	$	20,376		$	14,446	$	7,291	$	2,920	$	6,576	$	44,566	$	—	$	116,536
Special mention		—		869			2,227		812		161		—		1,987		—		6,056
Substandard		—		8,479	1		4,170		650		109		1,107		7,269		—		21,784
Doubtful		—		—			—		—		—		—		—		—		—
Total	$	20,361	$	29,724		$	20,843	$	8,753	$	3,190	$	7,683	$	53,822	$	—	$	144,376
YTD gross charge-offs	$	—	$	1,393		$	—	$	10	$	—	$	—	$	4,268	$	—	$	5,671
Commercial real estate:
Pass	$	15,216	$	25,238		$	39,541	$	41,742	$	13,049	$	25,258	$	154	$	—	$	160,198
Special Mention		—		—			1,245		5,216		2,013		9,701		—		—		18,175
Substandard		345		1,252			196		2,211		6		8,131		—		—		12,141
Doubtful		—		—			—		—		—		—		—		—		—
Total	$	15,561	$	26,490		$	40,982	$	49,169	$	15,068	$	43,090	$	154	$	—	$	190,514
YTD gross charge-offs	$	—	$	598		$	—	$	—	$	—	$	—	$	—	$	—	$	598
Commercial lessors of buildings:
Pass	$	22,287	$	23,003		$	21,576	$	15,206	$	3,043	$	13,792	$	384	$	—	$	99,291
Special Mention		—		—			—		180		—		—		—		—		180
Substandard		—		—			557		94		949		59		38		—		1,697
Doubtful		—		—			—		—		—		—		—		—		—
Total	$	22,287	$	23,003		$	22,133	$	15,480	$	3,992	$	13,851	$	422	$	—	$	101,168
YTD gross charge-offs	$	—	$	—		$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial construction:
Pass	$	12,420	$	9,588		$	8,084	$	818	$	845	$	431	$	2,239	$	—	$	34,425
Special Mention		—		—			—		—		—		—		—		—		—
Substandard		—		20,500	2		—		—		—		74		—		—		20,574
Doubtful		—		—			—		—		—		—		—		—		—
Total	$	12,420	$	30,088		$	8,084	$	818	$	845	$	505	$	2,239	$	—	$	54,999
YTD gross charge-offs	$	—	$	—		$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total
Pass	$	70,284	$	78,205		$	83,647	$	65,057	$	19,857	$	46,057	$	47,343	$	—	$	410,450
Special Mention		—		869			3,472		6,208		2,174		9,701		1,987		—		24,411
Substandard		345		30,231	1, 2		4,923		2,955		1,064		9,371		7,307		—		56,196
Doubtful		—		—			—		—		—		—		—		—		—
Total	$	70,629	$	109,305		$	92,042	$	74,220	$	23,095	$	65,129	$	56,637	$	—	$	491,057
YTD gross charge-offs	$	—	$	1,991		$	—	$	10	$	—	$	—	$	4,268	$	—	$	6,269

1 Balances include $1.9 million USDA guarantee.

2 Balances include $16.4 million USDA guarantee.

The Company monitors the credit risk profile by payment activity for the loan classes listed below. Loans past due 90 days or more and loans on nonaccrual status are considered nonperforming. The following table presents the amortized cost in residential consumer loans based on payment activity:

	Term Loans Amortized Costs Basis by Origination Year
(Dollars in thousands)	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
December 31, 2025
Consumer mortgage:
Performing	$	23,328	$	30,593	$	25,839	$	29,546	$	29,711	$	53,945	$	—	$	—	$	192,962
Nonperforming		—		—		190		—		—		146		—		—		336
Total	$	23,328	$	30,593	$	26,029	$	29,546	$	29,711	$	54,091	$	—	$	—	$	193,298
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer construction:
Performing	$	8,782	$	716	$	72	$	464	$	114	$	52	$	—	$	—	$	10,200
Nonperforming		—		—		—		—		—		—		—		—		—
Total	$	8,782	$	716	$	72	$	464	$	114	$	52	$	—	$	—	$	10,200
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Home equity line of credit:
Performing	$	—	$	—	$	—	$	—	$	—	$	—	$	52,201	$	351	$	52,552
Nonperforming		—		—		—		—		—		—		64		—		64
Total	$	—	$	—	$	—	$	—	$	—	$	—	$	52,265	$	351	$	52,616
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer installment:
Performing	$	4,215	$	1,837	$	1,728	$	735	$	269	$	147	$	56	$	—	$	8,987
Nonperforming		—		—		3		2		—		27		—		—		32
Total	$	4,215	$	1,837	$	1,731	$	737	$	269	$	174	$	56	$	—	$	9,019
YTD gross charge-offs	$	17	$	21	$	14	$	4	$	2	$	13	$	—	$	—	$	71
Consumer indirect:
Performing	$	392	$	516	$	466	$	708	$	422	$	1,812	$	—	$	—	$	4,316
Nonperforming		—		—		12		—		—		38		—		—		50
Total	$	392	$	516	$	478	$	708	$	422	$	1,850	$	—	$	—	$	4,366
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	17	$	—	$	—	$	17
Total
Performing	$	36,717	$	33,662	$	28,105	$	31,453	$	30,516	$	55,956	$	52,257	$	351	$	269,017
Nonperforming		—		—		205		2		—		211		64		—		482
Total	$	36,717	$	33,662	$	28,310	$	31,455	$	30,516	$	56,167	$	52,321	$	351	$	269,499
Total YTD gross charge-offs	$	17	$	21	$	14	$	4	$	2	$	30	$	—	$	—	$	88
	Term Loans Amortized Costs Basis by Origination Year
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(Dollars in thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term		Total
December 31, 2024
Consumer mortgage:
Performing	$	21,807	$	28,296	$	31,939	$	32,540	$	28,571	$	33,859	$	—	$	—	$	177,012
Nonperforming		—		—		359		76		51		80		—		—		566
Total	$	21,807	$	28,296	$	32,298	$	32,616	$	28,622	$	33,939	$	—	$	—	$	177,578
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer construction:
Performing	$	7,511	$	657	$	810	$	159	$	86	$	40	$	—	$	—	$	9,263
Nonperforming		—		—		—		—		—		—		—		—		—
Total	$	7,511	$	657	$	810	$	159	$	86	$	40	$	—	$	—	$	9,263
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Home equity line of credit:
Performing	$	—	$	—	$	—	$	—	$	—	$	—	$	44,865	$	35	$	44,900
Nonperforming		—		—		—		—		—		—		71		—		71
Total	$	—	$	—	$	—	$	—	$	—	$	—	$	44,936	$	35	$	44,971
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer installment:
Performing	$	3,660	$	3,427	$	1,630	$	443	$	209	$	165	$	63	$	—	$	9,597
Nonperforming		—		6		3		3		—		36		—		—		48
Total	$	3,660	$	3,433	$	1,633	$	446	$	209	$	201	$	63	$	—	$	9,645
YTD gross charge-offs	$	3	$	23	$	20	$	5	$	4	$	10	$	—	$	—	$	65
Consumer indirect:
Performing	$	766	$	611	$	923	$	499	$	484	$	1,926	$	—	$	—	$	5,209
Nonperforming		—		18		—		—		—		49		—		—		67
Total	$	766	$	629	$	923	$	499	$	484	$	1,975	$	—	$	—	$	5,276
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	60	$	—	$	—	$	60
Total
Performing	$	33,744	$	32,991	$	35,302	$	33,641	$	29,350	$	35,990	$	44,928	$	35	$	245,981
Nonperforming		—		24		362		79		51		165		71		—		752
Total	$	33,744	$	33,015	$	35,664	$	33,720	$	29,401	$	36,155	$	44,999	$	35	$	246,733
Total YTD gross charge-offs	$	3	$	23	$	20	$	5	$	4	$	70	$	—	$	—	$	125

Consumer mortgages are substantially secured by one to four family owner occupied properties and consumer indirect loans are substantially secured by recreational vehicles. All nonperforming consumer loans are evaluated when placed on nonaccrual status and may be charged down based on the fair value of the collateral less cost to sell, if that value is lower than the outstanding balance.

Modifications to Borrowers Experiencing Financial Difficulty

Occasionally, the Bank modifies loans to borrowers in financial distress by providing principal forgiveness, term extension, and other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses. In some cases, the Bank may provide multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted.

There were two modifications of loans to borrowers experiencing financial difficulty completed during the year ended December 31, 2025 and no modifications of loans to borrowers experiencing financial difficulty completed during 2024.

	Term Extension
(Dollars in thousands)	Amortized Cost Basis at December 31, 2025		% of Total Class of Financing Receivable
Home equity line of credit	$	322		1	%
Total	$	322
	Term Extension
---	---
Loan Type	Financial Effect
Home equity line of credit	Added a 5 year term extension to each of the loans

Real Estate Loans in Foreclosure

There was no other real estate owned on December 31, 2025, or 2024. There were no mortgage loans in the process of foreclosure on December 31, 2025 and $74 thousand on December 31, 2024. There were no repossessed assets on December 31, 2025, and $14 thousand on December 31, 2024.

Mortgage Servicing Rights

For the years ended December 31, 2025 and 2024, the Company had outstanding MSRs of $625 thousand and $621 thousand, respectively. The capitalized additions of servicing rights are included in net gain on sale of loans on the Consolidated Statements of Income. No valuation allowance was recorded on December 31, 2025 or 2024, as the fair value of the MSRs approximates their carrying value. On December 31, 2025, the Company had $119 million residential mortgage loans sold with servicing retained as compared to $122 million sold with servicing retained on December 31, 2024.

Total loans serviced for others including commercial loans, approximated $132 million and $136 million on December 31, 2025, and 2024, respectively.

The following summarizes mortgage servicing rights capitalized and amortized during each year:

(Dollars in thousands)	2025			2024
Beginning of year	$	621		$	600
Capitalized additions		87			88
Amortization		(83	)		(67	)
Valuation allowance		—			—
End of year	$	625		$	621

NOTE 4 – PREMISES AND EQUIPMENT

Premises and equipment consisted of the following on December 31:

(Dollars in thousands)	2025			2024
Land and improvements	$	2,561		$	2,561
Buildings and improvements		16,000			15,993
Furniture and equipment		6,995			7,234
Leasehold improvements		340			340
Premises and equipment, cost		25,896			26,128
Accumulated depreciation		(12,319	)		(12,059	)
Premises and equipment, net	$	13,577		$	14,069

Depreciation expense amounted to $886 thousand and $879 thousand for the years ended December 31, 2025, and 2024, respectively.

NOTE 5 – LEASES

Operating leases in which the Company is the lessee are recorded as operating lease Right of Use (“ROU”) assets and operating lease liabilities, included in other assets and other liabilities, respectively, on the consolidated balance sheets. The Company does not currently have any finance leases. Operating lease ROU assets represent the right to use an underlying asset during the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease.

Operating lease expense, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term and is recorded in occupancy and equipment expense in the Consolidated Statements of Income. The leases relate to bank branches with remaining lease terms of generally 2 to 5 years. Certain lease arrangements contain extension options which are typically 2 to 5 years at the then fair market rental rates. If these extension options are considered reasonably certain of exercise, they are included in the lease term.

As of December 31, 2025 and 2024, operating lease ROU assets were $256 thousand and $203 thousand, and lease liabilities were $249 thousand and $196 thousand, respectively. These amounts are included in other assets and other liabilities on the Consolidated Balance Sheets. For the years ended December 31, 2025, and 2024, CSB recognized $129 thousand and $123 thousand in lease expense respectively, which is included in occupancy expense on the Consolidated Statements of Income. Cash paid for ROU leases was $116 thousand and $111 thousand for the years ended December 31, 2025 and 2024, respectively.

The following table summarizes other information related to operating leases:

	December 31, 2025			December 31, 2024
Weighted-average remaining lease term - operating leases in years		2.91			1.80
Weighted-average discount rate - operating leases		3.99	%		2.69	%

The following table presents aggregate lease maturities and obligations:

(Dollars in thousands)
December 31, 2025
2026	$	115
2027		81
2028		36
2029		33
2030		—
2031 and thereafter		—
Total lease payments		265
Less: interest		16
Present value of lease liabilities	$	249

NOTE 6 – INTEREST-BEARING DEPOSITS

Interest-bearing deposits on December 31 were as follows:

(Dollars in thousands)		2024
Demand	259,866	$	218,866
Savings	316,196		301,410
Time deposits:
250,000 and greater	82,551		80,384
Other	180,355		162,869
Total interest-bearing deposits	838,968	$	763,529

All values are in US Dollars.

On December 31, 2025, stated maturities of time deposits were as follows:

(Dollars in thousands)
2026	$	236,830
2027		22,535
2028		2,741
2029		363
2030		437
Total	$	262,906

NOTE 7 – BORROWINGS

Short-term borrowings

Short-term borrowings include overnight repurchase agreements, federal funds purchased, and short-term advances through the FHLB. The outstanding balances and related information for short-term borrowings are summarized as follows:

(Dollars in thousands)	2025			2024
Balance at year-end	$	31,517		$	25,683
Average balance outstanding		24,332			27,266
Maximum month-end balance		31,517			34,750
Weighted-average rate at year-end		0.93	%		1.03	%
Weighted-average rate during the year		1.02			1.15

Average balances outstanding during the year represent daily average balances; average interest rates represent interest expense divided by the related average balances.

The following table provides additional detail regarding the collateral pledged to secure repurchase agreements accounted for as secured borrowings:

	Remaining Contractual Maturity<br>Overnight and Continuous
(Dollars in thousands)	December 31,<br>2025		December 31,<br>2024
Securities of U.S. Government agencies and mortgage-backed securities of<br>   government agencies pledged, fair value	$	31,574	$	25,745
Repurchase agreements		31,517		25,683

Other borrowings

The following table sets forth information concerning other borrowings:

	Maturity Range		Weighted<br>Average<br>Interest			Stated Interest<br>Rate Range						At December 31,
(Dollars in thousands)	From	To	Rate			From			To			2025		2024
Fixed-rate amortizing	6/1/2032	6/1/2037		1.98	%		1.95	%		2.01	%	$	917	$	1,266

Maturities of other borrowings on December 31, 2025, are summarized as follows for the years ended December 31:

(Dollars in thousands)	Amount		Weighted<br>Average<br>Rate
2026	$	262		1.98	%
2027		195		1.98
2028		144		1.98
2029		106		1.98
2030		77		1.98
2031 and beyond		133		2.00
Total other borrowings	$	917		1.98	%

Monthly principal and interest payments, as well as 20% principal curtailments on the borrowings’ anniversary dates are due on the fixed-rate amortizing borrowings. FHLB borrowings are secured by a blanket collateral agreement on all one-to-four family residential real estate loans. On December 31, 2025, the Company had the capacity to borrow an additional $145 million from the FHLB.

NOTE 8 – INCOME TAXES

Income tax expense was as follows:

(Dollars in thousands)	2025		2024
Current	$	2,291	$	2,205
Deferred		909		118
Total income tax provision	$	3,200	$	2,323

Effective tax rates were 19.3% and 18.8% for 2025 and 2024 and differ from the federal statutory rate of 21% applied to income before taxes due to the following:

(Dollars in thousands)	2025						2024
Expected provision using statutory federal income tax rate	$	3,478		21.0		%	$	2,590		21.0		%
Effect of:
Nontaxable securities and loans income		(95	)	(0.6	)			(112	)	(0.9	)
Nontaxable bank owned life insurance income		(198	)	(1.2	)			(171	)	(1.4	)
Other		15		0.1				16		0.1
Total income tax provision	$	3,200		19.3		%	$	2,323		18.8		%

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities on December 31 were as follows:

(Dollars in thousands)	2025			2024
Allowance for credit losses	$	2,716		$	1,693
Unrealized loss on securities		1,334			2,238
Other		195			177
Deferred tax assets		4,245			4,108
Premises and equipment		(516	)		(564	)
Federal Home Loan Bank stock dividends		(93	)		(93	)
Deferred loan fees		(389	)		(335	)
Prepaid expenses		(228	)		(129	)
Other		(755	)		(727	)
Deferred tax liabilities		(1,981	)		(1,848	)
Net deferred tax asset	$	2,264		$	2,260

There is currently no liability for uncertain tax positions and no known unrecognized tax benefits. The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statements of Income. The Company is not subject to any foreign or state income taxes. Federal income taxes of approximately $3.5 million were paid in 2025. With few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax examinations by tax authorities for years prior to 2022.

NOTE 9 – EMPLOYEE BENEFITS

The Company sponsors a contributory 401(k) profit-sharing plan (the “Plan”) covering substantially all employees who meet certain age and service requirements. The Plan permits investment in the Company’s common stock subject to various limitations and provides for discretionary profit sharing and matching contributions. The discretionary profit-sharing contribution is determined annually by the Board of Directors and amounted to 3.00% in 2025 and 2.25% in 2024 of each eligible participant’s compensation. The Plan provides for a 100% Company match up to a maximum of 4% of eligible compensation. The Company auto enrolls all eligible new hires into the Plan. Expense under the Plan amounted to approximately $1 million and $520 thousand for 2025 and 2024, respectively. As of December 31, 2025 and 2024 the Company had $520 thousand and $201 thousand accrued for profit sharing and matching contributions respectively.

The Company sponsors a non-qualified deferred compensation plan covering eligible officers. Expense under the plan amounted to $7 thousand in both 2025 and 2024, respectively.

NOTE 10 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are primarily loan commitments to extend credit and letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the Consolidated Balance Sheets. The contract amount of these instruments reflects the extent of involvement the Bank has in these financial instruments. The Bank’s exposure to credit loss in the event of the nonperformance by the other party to the financial instruments for loan commitments to extend credit and letters of credit is represented by the contractual amounts of these instruments. The Bank uses the same credit policies in making loan commitments as it does for on-balance sheet loans.

The following financial instruments whose contract amount represents credit risk were outstanding on December 31:

(Dollars in thousands)	2025		2024
Commitments to extend credit	$	291,327	$	285,090
Letters of credit		2,257		3,979

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Consumer commitments generally have fixed expiration dates and commercial commitments are generally due on demand and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral, obtained if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer. Collateral held varies, but may include residential real estate, accounts receivable, recognized inventory, property, plant and equipment, and income-producing commercial properties.

Letters of credit are written conditional commitments issued by the Company to guarantee the performance of a customer to a third party and are reviewed for renewal at expiration. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company requires collateral supporting these commitments when deemed appropriate.

The Company had $596 thousand allowance for credit losses for unfunded loan commitments as of December 31, 2025, and $524 thousand as of December 31,2024. The increase in the ACL for unfunded loan commitments was primarily due to the increase in balances of unfunded commitments on construction loans as well as commercial and industrial lines of credit as of December 31, 2025.

NOTE 11 – RELATED-PARTY TRANSACTIONS

In the ordinary course of business, loans are made by the Bank to executive officers, directors, their immediate family members, and their related business interests consistent with Federal Reserve Regulation O, SEC Regulation S-X, and GAAP definition of related parties.

The following is an analysis of activity of related-party loans for the years ended December 31:

(Dollars in thousands)	2025		2024
Balance at beginning of year	$	287	$	305
New loans and advances		97		7
Repayments, including loans sold		65		25
Balance at end of year	$	319	$	287

Deposits from executive officers, directors, their immediate family members, and their related business interests on December 31, 2025, and 2024 were approximately $21.2 million and $18.4 million.

NOTE 12 – REGULATORY MATTERS

The Company (on a consolidated basis) and Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s financial performance. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines involving quantitative measures of the assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios (set forth in the following table) of Total capital, Tier 1 capital and Common equity tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to average assets (as defined). Management believes as of December 31, 2025 and 2024, the Company and Bank met or exceeded all capital adequacy requirements to which they are subject.

As of December 31, 2025, the most recent notification from federal and state banking agencies categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized” an institution must maintain minimum Total risk-based, Tier 1 risk-based, Common equity Tier 1, and Tier 1 leverage ratios as set forth in the following tables. There are no known conditions or events since that notification that Management believes have changed the Bank’s category.

The actual capital amounts and ratios of the Company and Bank as of December 31 are presented in the following tables:

	Actual					Minimum<br>Required For<br>Capital Adequacy<br>Purposes					Minimum Required<br>To Be Well Capitalized<br>Under Prompt<br>Corrective Action
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
2025
Total capital to risk-weighted assets
Consolidated	$	136,902		16.6	%	$	65,943		8.0	%	$	82,429		10.0	%
Bank		135,710		16.5			65,914		8.0			82,393		10.0
Tier 1 capital to risk-weighted assets
Consolidated		126,569		15.4			49,458		6.0			65,943		8.0
Bank		125,377		15.2			49,436		6.0			65,914		8.0
Common equity tier 1 capital to<br>   risk-weighted assets
Consolidated		126,569		15.4			37,093		4.5			53,579		6.5
Bank		125,377		15.2			37,077		4.5			53,555		6.5
Tier 1 leverage ratio
Consolidated		126,569		9.8			51,460		4.0			64,324		5.0
Bank		125,377		9.8			51,444		4.0			64,305		5.0
2024
Total capital to risk-weighted assets
Consolidated	$	126,646		16.4	%	$	61,891		8.0	%	$	77,364		10.0	%
Bank		125,774		16.3			61,855		8.0			77,319		10.0
Tier 1 capital to risk-weighted assets
Consolidated		118,527		15.3			46,419		6.0			61,891		8.0
Bank		117,655		15.2			46,391		6.0			61,855		8.0
Common equity tier 1 capital to<br>   risk-weighted assets
Consolidated		118,527		15.3			34,814		4.5			50,287		6.5
Bank		117,655		15.2			34,793		4.5			50,257		6.5
Tier 1 leverage ratio
Consolidated		118,527		9.7			48,644		4.0			60,805		5.0
Bank		117,655		9.7			48,627		4.0			60,783		5.0

The Company’s primary source of funds with which to pay dividends, are dividends received from the Bank. The payment of dividends by the Bank to the Company is subject to restrictions by its regulatory agencies. These restrictions generally limit dividends to current year net income and prior two-years’ net retained earnings. Also, dividends may not reduce capital levels below the minimum regulatory requirements disclosed in the prior table. Under these provisions, on January 1, 2026, the Bank could dividend $22.4 million to the Company. The Company does not anticipate the financial need to obtain regulatory approval to pay dividends. Federal law prevents the Company from borrowing from the Bank unless loans are secured by specific obligations. Further, such secured loans are limited to an amount not exceeding ten percent of the Bank’s common stock and capital surplus.

NOTE 13 – CONDENSED PARENT COMPANY FINANCIAL INFORMATION

A summary of condensed financial information of the parent company as of December 31, 2025, and 2024, and for each of the two years in the period ended December 31, 2025, follows:

(Dollars in thousands)	2025		2024
CONDENSED BALANCE SHEETS
ASSETS
Cash deposited with subsidiary bank	$	775	$	496
Investment in subsidiary bank		125,087		113,963
Equity securities		279		266
Other assets		209		207
TOTAL ASSETS	$	126,350	$	114,932
LIABILITIES AND SHAREHOLDERS’ EQUITY
Total liabilities	$	70	$	97
Total shareholders’ equity		126,280		114,835
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	126,350	$	114,932
(Dollars in thousands)	2025		2024
---	---	---	---	---
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
Dividends on securities	$	12	$	11
Dividends from subsidiary		6,000		5,500
Unrealized gain on equity securities		12		8
Other income		—		4
Total income		6,024		5,523
Operating expenses		479		407
Income before taxes and undistributed equity<br>   income of subsidiary		5,545		5,116
Income tax benefit		97		82
Equity earnings in subsidiary, net of dividends		7,721		4,814
NET INCOME	$	13,363	$	10,012
COMPREHENSIVE INCOME	$	16,766	$	11,862
(Dollars in thousands)	2025			2024
---	---	---	---	---	---	---
CONDENSED STATEMENTS OF CASH FLOWS
Cash flows from operating activities
Net income	$	13,363		$	10,012
Adjustments to reconcile net income to net cash provided by operating activities:
Equity earnings in subsidiary, net of dividends		(7,721	)		(4,814	)
Unrealized gain on equity securities		(12	)		(8	)
Change in other assets and liabilities		(30	)		1
Net cash provided by operating activities		5,600			5,191
Cash flows from financing activities
Cash dividends paid		(4,322	)		(4,204	)
Purchase of treasury stock		(999	)		(762	)
Net cash used in financing activities		(5,321	)		(4,966	)
Net increase in cash		279			225
Cash at beginning of year		496			271
Cash at end of year	$	775		$	496

NOTE 14 – FAIR VALUE MEASUREMENTS

The Company provides disclosures about assets and liabilities carried at fair value. The framework provides a fair value hierarchy prioritizing the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. The three broad levels of the fair value hierarchy are described below:

Level I:	Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets the Company has the ability to access.
Level II:	Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices observable for the asset or liability; inputs derived principally from or corroborated by observable market data by or other means including certified appraisals. If the asset or liability has a specified (contractual) term, the Level II input must be observable for substantially the full term of the asset or liability.
Level III:	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following table presents the assets reported on the consolidated statements of financial condition at their fair value on a recurring basis as of December 31, 2025, and December 31, 2024, by level within the fair value hierarchy. No liabilities were carried at fair value. As required by the accounting standards, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Equity securities with readily determinable values and U.S. Treasury Notes are valued at the closing price reported on the active market on which the individual securities are traded. Obligations of U.S. government agencies, mortgage-backed securities, asset-backed securities, obligations of states and political subdivisions and corporate bonds are valued at observable market data for similar assets. Equity securities without readily determinable values are carried at amortized cost, adjusted for impairment and observable price changes.

(Dollars in thousands)	Level I		Level II		Level III		Total
Assets:			December 31,<br>2025
Securities available-for-sale
U.S. Treasury securities	$	—	$	5,020	$	—	$	5,020
U.S. Government agencies		—		2,908		—		2,908
Mortgage-backed securities of government<br>   agencies		14,940		83,969		—		98,909
Asset-backed securities of government agencies		—		347		—		347
State and political subdivisions		—		11,227		—		11,227
Corporate bonds		—		13,806		—		13,806
Total available-for-sale securities	$	14,940	$	117,277	$	—	$	132,217
Equity securities	$	233	$	—	$	—	$	233
Assets:			December 31,<br>2024
Securities available-for-sale
U.S. Treasury securities	$	—	$	13,414	$	—	$	13,414
U.S. Government agencies		—		5,698		—		5,698
Mortgage-backed securities of government<br>   agencies		—		62,698		—		62,698
Asset-backed securities of government agencies		—		398		—		398
State and political subdivisions		—		14,246		—		14,246
Corporate bonds		—		28,980		—		28,980
Total available-for-sale securities	$	—	$	125,434	$	—	$	125,434
Equity securities	$	221	$	—	$	—	$	221

NOTE 15 – FAIR VALUES OF FINANCIAL INSTRUMENTS

The estimated fair values of recognized financial instruments carried at amortized cost as of December 31 were as follows:

	2025
									Total Fair
(Dollars in thousands)			Level I		Level II		Level III		Value
Financial assets
Securities held-to-maturity		183,145	$	—	$	161,052	$	—	$	161,052
Loans held for sale		213		217		—		—		217
Net loans		817,308		—		—		784,544		784,544
Mortgage servicing rights		625		—		—		625		625
Financial liabilities
Deposits		1,127,915	$	865,010	$	—	$	264,502	$	1,129,512
Other borrowings		917		—		—		835		835
	2024
									Total Fair
(Dollars in thousands)			Level I		Level II		Level III		Value
Financial assets
Securities held-to-maturity		204,309	$	—	$	172,603	$	—	$	172,603
Loans held for sale		283		290		—		—		290
Net loans		730,046		—		—		691,816		691,816
Mortgage servicing rights		621		—		—		621		621
Financial liabilities
Deposits		1,044,887	$	801,634	$	—	$	242,413	$	1,044,047
Other borrowings		1,266		—		—		1,111		1,111

All values are in US Dollars.

Other financial instruments carried at amortized cost include cash and cash equivalents, restricted stock, bank-owned life insurance, accrued interest receivable, short-term borrowings, and accrued interest payable, all of which have a level 1 fair value that approximates their carrying value.

NOTE 16 – ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in accumulated other comprehensive loss by component net of tax for the years ended December 31, 2025, and 2024:

(Dollars in thousands)	Pretax			Tax Effect			After-Tax
BALANCE AS OF DECEMBER 31, 2023	$	(12,999	)	$	2,729		$	(10,270	)
Unrealized holding gain on available-for-sale<br>   securities arising during the period		2,166			(455	)		1,711
Amortization of held-to-maturity discount resulting<br>   from transfer		176			(37	)		139
Total other comprehensive income		2,342			(492	)		1,850
BALANCE AS OF DECEMBER 31, 2024	$	(10,657	)	$	2,237		$	(8,420	)
Unrealized holding gain on available-for-sale<br>   securities arising during the period		4,142			(870	)		3,272
Amortization of held-to-maturity discount resulting<br>   from transfer		165			(34	)		131
Total other comprehensive income		4,307			(904	)		3,403
BALANCE AS OF DECEMBER 31, 2025	$	(6,350	)	$	1,333		$	(5,017	)

NOTE 17 – CONTINGENT LIABILITIES

In the normal course of business, the Company is subject to pending and threatened legal actions. Although, the Company is not able to predict the outcome of such actions, after reviewing pending and threatened actions, management believes that the outcome of any or all such actions will not have a material adverse effect on the results of operations or shareholders’ equity of the Company.

The Company has an employment agreement with an officer. Upon the occurrence of certain types of termination of employment, the Company may be required to make specified severance payments if termination occurs within a specified period of time, generally two years from the date of the agreement, or pursuant to certain change in control transactions.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

With the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) was performed, as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective.

Internal Control over Financial Reporting

Information contained in the Report on Management’s Assessment of Internal Control Over Financial Reporting in Item 8 of this Annual Report on Form 10-K is incorporated herein by reference

Changes in Internal Control over Financial Reporting

There have been no changes during the quarter ended December 31, 2025, in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, CSB’s 2025 internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

(a) None.

(b) None of our directors or officers, as defined in Rule 16a‑1(f), adopted, modified or terminated any Rule 10b5‑1 trading arrangements or non‑Rule 10b5‑1 trading arrangements during the quarter ended December 31, 2025.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by Item 404 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section, “Certain Relationships and Related Transactions” in the 2026 Proxy Statement.

The information required by Item 407(a) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section, “Membership and Meetings of the Board and its Committees” in the 2026 Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this Item 14 is incorporated herein by reference from the disclosure to be included under the section, “Independent Registered Public Accounting Firm Fees” and subsection, “Audit Committee Procedures for Pre-Approval of Services by the Independent Public Accounting Firm” in the 2026 Proxy Statement.

(a)(3) Exhibits

The documents listed below are filed with this Annual Report on Form 10-K as exhibits or incorporated into this Annual Report on Form 10-K by reference as noted:

Exhibit<br><br>Number	Description of Document
3.1	Amended Articles of Incorporation of CSB Bancorp, Inc., (incorporated by reference to registrant’s Quarterly Report on Form 10-Q filed August 6, 2004, Exhibit 3.1, file number 000-21714).
3.1.1	Amended form of Article Fourth of Amended Articles of Incorporation, as effective April 9, 1998 (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 30, 1999, Exhibit 3.1.1, file number 000-21714).
3.2	Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to Registrant’s Form 10-SB).
3.2.1	Amendment to Article VIII to the Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to registrant’s Form DEF 14A filed on March 25, 2009, Appendix A, file number 000-21714).
3.2.2	Amended Article II of the Code of Regulations of CSB Bancorp, Inc. (incorporated by reference to Registrant's Form DEF 14A file on March 16, 2021, Appendix A, film number 000-21714).
3.2.3	Amendment to Article III, Section 3, to the Code of Regulations of CSB Bancorp, Inc., (incorporated by reference to the registrant's Form DEF 14A filed on March 16, 2023, Exhibit A, file number 000-21714).
4	Description of Capital Stock (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 16, 2020, Exhibit 4, file number 000-21714).
10.2+	Employment Agreement between Paula Meiler and the Commercial and Savings Bank of Millersburg, Ohio (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 25, 2013, Exhibit 10.2, file number 000-21714).
10.3+	Amendment to Employment Agreement between Paula Meiler and The Commercial & Savings Bank of Millersburg, Ohio (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 25, 2013, Exhibit 10.3, file number 000-21714).
10.4+	CSB Bancorp, Inc. Annual Incentive Plan (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 23, 2017, Exhibit 10.4, file number 000-21714).
10.5+	The Commercial & Savings Bank Deferred Compensation Plan (incorporated by reference to Registrant’s Report on Form 8-K filed on December 26, 2019, Exhibit 10.1 file number 000-21714).
19	Insider Trading Policy (incorporated by reference to Registrant's Annual Report on Form 10-K filed on March 14, 2025, Exhibit 19, file number 000-21714).
21*	Subsidiaries of CSB Bancorp, Inc.
23.1*	Consent of S.R. Snodgrass, P.C.
31.1*	Section 302 Certification of Chief Executive Officer
31.2*	Section 302 Certification of Chief Financial Officer
32.1**	Section 906 Certification of Chief Executive Officer
32.2**	Section 906 Certification of Chief Financial Officer
97**	Incentive Compensation Clawback Policy (filed herewith)
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104	The cover page for the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, has been formatted in Inline XBRL and contained in Exhibit 101

* Filed herewith.

** Furnished herewith.

• Indicates management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CSB BANCORP, INC.
	/s/ Eddie L. Steiner
Date: March 16, 2026	Eddie L. Steiner, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 16, 2026.

Signatures	Title
/s/ Eddie L. Steiner	President and Chief Executive Officer
Eddie L. Steiner
/s/ Paula J. Meiler	Senior Vice President and Chief Financial Officer
Paula J. Meiler
/s/ Pamela S. Basinger	Vice President and Principal Accounting Officer
Pamela S. Basinger
/s/ Robert K. Baker	Director
Robert K. Baker
/s/ Vikki G. Briggs	Director
Vikki G. Briggs
/s/ Julian L. Coblentz	Director
Julian L. Coblentz
/s/ Cheryl M. Kirkbride	Director
Cheryl M. Kirkbride
/s/ Stephen E. Schillig	Director
Stephen E. Schillig

EX-21

EXHIBIT 21

SUBSIDIARIES OF CSB BANCORP, INC.

The Commercial and Savings Bank of Millersburg, Ohio, an Ohio-chartered commercial bank (100% owned).

CSB Investment Services, LLC, an Ohio limited liability company (100% owned).

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements File No. 333-130082, on Form S-8 of CSB Bancorp, Inc., and in the Registration Statement on Form S-8 of The Commercial & Savings Bank 401(k) Retirement Plan of our report dated March 16, 2026, relating to our audit of the consolidated financial statements, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K of CSB Bancorp, Inc., for the year ended December 31, 2025.

/s/ S. R. Snodgrass, P.C.

Cranberry Township, Pennsylvania

March 16, 2026

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION

Chief Executive Officer

I, Eddie L. Steiner, certify that:

• I have reviewed this annual report on Form 10-K of CSB Bancorp, Inc.;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
• The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined by Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 16, 2026

/s/ Eddie L. Steiner
Eddie L. Steiner
President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION

Senior Vice President and Chief Financial Officer

I, Paula J. Meiler, certify that:

• I have reviewed this annual report on Form 10-K of CSB Bancorp, Inc.;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
• The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined by Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
• Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
• The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 16, 2026

/s/ Paula J. Meiler
Paula J. Meiler
Senior Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of CSB Bancorp, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eddie L. Steiner, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
• The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Eddie L. Steiner
Eddie L. Steiner
President and
Chief Executive Officer

March 16, 2026

EX-32.2

EXHIBIT 32.2

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of CSB Bancorp, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paula J. Meiler, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
• The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Paula J. Meiler
Paula J. Meiler
Senior Vice President and
Chief Financial Officer

March 16, 2026

EX-97

EXHIBIT 97

Incentive Compensation Clawback Policy

OVERVIEW

CSB Bancorp, Inc. (the “Company”) has adopted this incentive compensation clawback policy (this “Policy”) in order to ensure that incentive compensation is paid based on accurate financial and operating data and the correct calculation of performance against applicable incentive targets.

In the event of a restatement of the financial or operating results of the Company or one of its affiliates or segments, as described below, the Company may seek recovery of incentive compensation that would not otherwise have been paid if the correct performance data had been used to determine the amount payable.

The Compensation Committee of the Board (the “Committee”) shall have full authority to interpret and enforce this Policy.

COVERED EMPLOYEES

This Policy applies to all “Executive Officers” of the Company, as such term is defined in Rule 10D-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the Company’s president; principal financial officer; principal accounting officer; any vice president in charge of a principal business unit, division, or function; and any other officer who performs a policy-making function (collectively, the “Covered Employees”).

This Policy shall apply to all Covered Employees, regardless of whether an applicable Covered Employee was “at fault” for, or had knowledge of, errors that led to the restatement. Recovery of compensation received while an individual was serving in a non-executive capacity prior to becoming a Covered Employee will not be required; provided that, recovery will be required with respect to an employee who served as a Covered Employee during the applicable time period and then was subsequently determined not to be a Covered Employee.

INCENTIVE COMPENSATION

For purposes of this Policy, “incentive compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of any Financial Reporting Measure, including performance bonuses and incentive awards (including stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, phantom equity, or other equity-based awards and compensation) paid, granted, awarded, vested or accrued under any Company plan or agreement, in the form of cash or Company common stock, that are based on any Financial Reporting Measure. For purposes of this Policy, “Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, whether presented in or outside of the Company’s financial statements, any measures derived wholly or in part from such measures (including non-GAAP measures), and other performance measures that are affected by accounting-related information.

RESTATEMENT OF FINANCIAL OR OPERATING RESULTS

The Company will recover reasonably promptly the amount of erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any Financial Reporting Measure, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (collectively, the “Overpayment”). This amount extends to any amounts that are determined by the Committee to be recoverable pursuant to the Exchange Act, OTC Pink listing standards, and any other statutes, rules, regulations, policies, and guidance of governmental entities applicable to the Company (“Applicable Law”).

FORMS OF RECOVERY

If the Committee determines that recovery for the Overpayment is required under Applicable Law, the Company shall have the right to demand that the Covered Employee reimburse the Company for the Overpayment. To the extent the Covered Employee does not reimburse the Company for the Overpayment, the Company shall have the right to sue for repayment and enforce the repayment through the reduction or cancellation of outstanding and future incentive awards or other compensation. To the extent any shares have been issued under vested awards, or such shares have been sold by the Covered Employee, the Company shall have the right to cancel any other outstanding phantom or equity-based awards with a value equivalent to the Overpayment, as determined by the Committee.

TIME PERIOD FOR OVERPAYMENT REVIEW

The Company may recover any Overpayment at any time for the three completed fiscal years immediately preceding the date when the Company is required, or should have reasonably concluded that it was required, to prepare an accounting restatement for a given reporting period. For illustrative purposes only, this means that if the Company determined in November 2024 that a restatement is required going back to 2021 and filed restated financial statements in January 2025, this Policy would apply to incentive-based compensation received in 2023, 2022, and 2021.

Notwithstanding the period identified above, this Policy will apply only to: (i) incentive-based compensation received after a Covered Person began service as a Covered Person and served as a Covered Person at any time during the performance period for such incentive-based compensation; and (ii) incentive-based compensation received while the Company’s common stock is listed.

Notwithstanding the above, if the Committee determines that any Covered Employee engaged in fraud or misconduct, the Committee shall be entitled to determine the Overpayment with respect to such Covered Employee for a period of six years after the act of fraud or misconduct.

NO ADDITIONAL PAYMENTS

In no event shall the Company be required to award Covered Employees an additional payment if the restated or accurate financial results would have resulted in a higher incentive compensation payment. The Company will not insure or indemnify any Covered Person with respect to recoverable amounts, including paying or reimbursing the Covered Person for premiums on any insurance policy covering such recoverable amounts.

COMMITTEE DETERMINATION FINAL

Any determination by the Committee (or by any officer of the Company to whom enforcement authority has been delegated) with respect to this Policy shall be final, conclusive, and binding on all interested parties.

APPLICABILITY

This Policy applies to all incentive compensation granted, paid, awarded, vested, accrued, or credited after December 1, 2023, except to the extent prohibited by applicable law or any other legal obligation of the Company. Application of this Policy does not preclude the Company from taking any other action to enforce a Covered Employee’s obligations to the Company, including termination of employment or institution of civil or criminal proceedings.

OTHER LAWS

This Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or right of offset against any Covered Employee that is required pursuant to Applicable Law (regardless of whether implemented at any time prior to or following the adoption of this Policy).

AMENDMENT; TERMINATION

The Committee may amend or terminate this Policy at any time in its sole discretion. The Committee shall annually review this Policy for any updates, amendments, or other modifications required or recommended pursuant to Applicable Law.