First Keystone Corp 8-K, filed Oct 1, 2026
First Keystone Corp (FKYS)
About this 8-K
First Keystone Corp filed this 8-K on October 1, 2026, reporting on events of September 30, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ITEM 1.01 Entry Into a Material Definitive Agreement
On September 30, 2026, First Keystone Corporation (the “Company”) entered into Subordinated Note Purchase Agreements (the “Purchase Agreements”) with certain institutional accredited investors and qualified institutional buyers (the “Purchasers”) pursuant to which the Company sold and issued $32,500,000 in aggregate principal amount of its 7.50% fixed to floating rate subordinated notes due September 30, 2036 (the “Notes”). The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Purchase Agreements contain certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand. The Notes were offered and sold in a private placement in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D thereunder. Performance Trust Capital Partners, LLC served as the Company’s placement agent.
The Company intends to use the net proceeds from the sale of Notes for general corporate purposes. The Notes are intended to qualify at the holding company level as Tier 2 capital under the capital guidelines of the Federal Reserve Board.
The Notes, which mature on September 30, 2036, bear interest at a fixed annual rate of 7.50% for the period up to, but excluding, September 30, 2031 (the “Fixed Interest Rate Period”). From and including September 30, 2031 until maturity or redemption (the “Floating Interest Rate Period”), the interest rate will adjust to a floating rate equal to a benchmark rate, which is expected to be the then-current Three-Month Term SOFR, plus 277 basis points. The Company will pay interest in arrears semi-annually during the Fixed Interest Rate Period and quarterly during the Floating Interest Rate Period. The Notes constitute unsecured and subordinated obligations of the Company and rank junior in right of payment to any senior indebtedness and obligations to general and secured creditors. Subject to limited exceptions, the Company cannot redeem the Notes before September 30, 2031.
The foregoing description of the Purchase Agreements and the Notes does not purport to be complete and is qualified in its entirety by reference to the form of the Purchase Agreements and the form of the Notes, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01. A press release announcing the transaction is attached as Exhibit 99.1 to this to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure
In connection with the offering of the Notes described in Item 1.01, the Company provided certain investors with a slide deck that included information about the Company. A copy of the slide deck is attached as Exhibit 99.2 and is incorporated herein by reference. The information furnished pursuant to this item shall not be deemed “filed” for any purpose.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit NumberDescription
4.1 | Form of 7.50% Fixed-to-Floating Rate Subordinated Note due September 30, 2036 |
10.1 |
99.1 |
99.2 |
104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIRST KEYSTONE CORPORATION | |
| (Registrant) | |
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|
|
By: | /s/ Jack W. Jones | |
| Jack W. Jones | |
| President and CEO | |
| | |
| Date: | October 1, 2026 |
Exhibit 4.1
FIRST KEYSTONE CORPORATION
7.50% FIXED-TO-FLOATING RATE SUBORDINATED NOTE DUE 2036
THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND.
THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED IN SECTION 3 (SUBORDINATION) OF THIS SUBORDINATED NOTE) OF FIRST KEYSTONE CORPORATION (THE “COMPANY”), INCLUDING OBLIGATIONS OF THE COMPANY TO ITS GENERAL AND SECURED CREDITORS AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES.
[THIS SUBORDINATED NOTE IS A GLOBAL SUBORDINATED NOTE WITHIN THE MEANING OF SECTION 5 OF THIS SUBORDINATED NOTE AND IS REGISTERED IN THE NAME OF CEDE & CO AS NOMINEE OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS SUBORDINATED NOTE IS EXCHANGEABLE FOR SUBORDINATED NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN SECTION 5 OF THIS SUBORDINATED NOTE, AND NO TRANSFER OF THIS SUBORDINATED NOTE (OTHER THAN A TRANSFER OF THIS SUBORDINATED NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES SPECIFIED IN THIS SUBORDINATED NOTE.
UNLESS THIS SUBORDINATED NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SUBORDINATED NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS SUBORDINATED NOTE WILL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS SUBORDINATED NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 5 OF THIS SUBORDINATED NOTE. ]
IN THE EVENT OF LIQUIDATION ALL HOLDERS OF SENIOR INDEBTEDNESS OF THE COMPANY SHALL BE ENTITLED TO BE PAID IN FULL WITH SUCH INTEREST AS MAY BE PROVIDED BY LAW BEFORE ANY PAYMENT SHALL BE MADE ON ACCOUNT OF PRINCIPAL OF OR INTEREST ON THIS SUBORDINATED NOTE. AFTER PAYMENT IN FULL OF ALL SUMS OWING TO SUCH HOLDERS OF SENIOR INDEBTEDNESS, THE HOLDER OF THIS SUBORDINATED NOTE, TOGETHER WITH THE HOLDERS OF ANY OBLIGATIONS OF THE COMPANY RANKING ON A PARITY WITH THE SUBORDINATED NOTES, SHALL BE
ENTITLED TO BE PAID FROM THE REMAINING ASSETS OF THE COMPANY THE UNPAID PRINCIPAL AMOUNT OF THIS SUBORDINATED NOTE PLUS ACCRUED AND UNPAID INTEREST THEREON BEFORE ANY PAYMENT OR OTHER DISTRIBUTION, WHETHER IN CASH, PROPERTY OR OTHERWISE, SHALL BE MADE (i) with respect to any obligation that by its terms expressly is junior in the right of payment to the Subordinated Notes, (ii) WITH RESPECT TO any indebtedness between the Company and any of its subsidiaries or affiliates or (III) on account OF ANY SHARES OF CAPITAL STOCK OF THE COMPANY.
THIS SUBORDINATED NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SUBORDINATED NOTE IN A DENOMINATION OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SUBORDINATED NOTE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON THIS SUBORDINATED NOTE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SUBORDINATED NOTE.
THIS SUBORDINATED NOTE MAY BE SOLD ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SUBORDINATED NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
CERTAIN ERISA CONSIDERATIONS:
THE HOLDER OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER: (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER PLAN, OR ANY OTHER PERSON OR ENTITY USING
THE “PLAN ASSETS” OF ANY SUCH PLAN OR OTHER PLAN TO FINANCE SUCH PURCHASE OR (II) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.
ANY FIDUCIARY OF ANY PLAN WHO IS CONSIDERING THE ACQUISITION OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN SHOULD CONSULT WITH ITS, HIS OR HER LEGAL COUNSEL PRIOR TO ACQUIRING THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN.
No. [●]CUSIP Accredited Investors: 320654 AD8
CUSIP QIBs: 320654 AC0
FIRST KEYSTONE CORPORATION
7.50% FIXED-TO-FLOATING RATE SUBORDINATED NOTE DUE 2036
The Company, for value received, promises to pay to [●] / [Cede & Co., or its registered assigns, as nominee of The Depository Trust Company], or its registered assigns, the principal sum of [●] Dollars (U.S.) ($[●]), plus accrued but unpaid interest on September 30, 2036 (the “Maturity Date”) and to pay interest thereon (i) from and including the Issue Date to but excluding September 30, 2031 or the earlier redemption date contemplated by Section 4 (Redemption) of this Subordinated Note (the “Fixed Rate Period”), at the rate of 7.50% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on March 31 and September 30 of each year (each payment date, a “Fixed Interest Payment Date”), beginning March 31, 2027, and (ii) from and including September 30, 2031 to but excluding the Maturity Date or earlier redemption date contemplated by Section 4 (Redemption) of this Subordinated Note (the “Floating Rate Period”), at the rate per annum, reset quarterly, equal to the Floating Interest Rate (as defined below) determined on the Floating Interest Determination Date (as defined below) of the applicable interest period plus 277 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears (each quarterly period a “Floating Interest Period”) on March 31, June 30, September 30 and December 31 of each year (each payment date, a “Floating Interest Payment Date”). Dollar amounts resulting from this calculation shall be rounded to the nearest cent, with one-half cent being rounded up. The term “Floating Interest Determination Date” means the date upon which the Floating Interest Rate is determined by the Calculation Agent (as defined below) pursuant to the Three-Month Term SOFR Conventions. Notwithstanding anything to the contrary, (i) in the event the Three-Month Term SOFR (as defined below) is less than zero, the Three-Month Term SOFR shall be deemed to be zero, and (ii) if a Benchmark Transition Event (as defined below) and its related Benchmark Replacement Date (as defined below) have occurred and the Benchmark Replacement (as defined below) is less than zero, then the Benchmark Replacement shall be deemed to be zero.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for purposes of such determination.
For the avoidance of doubt, the calculation of Compounded SOFR will exclude the Benchmark Replacement Adjustment and the basis point spread specified on the face hereof.
| 4. | Redemption. |
| 5. | Global Subordinated Notes. |
Each of the following events shall constitute an “Event of Default”:
Unless the principal amount of this Subordinated Note already shall have become due and payable, if an Event of Default set forth in Section 6(a) or Section 6(b) above shall have occurred and be continuing, the Noteholder, by notice in writing to the Company, may declare the principal amount, and any accrued and unpaid interest thereon, of this Subordinated Note to be due and payable immediately and, upon any such declaration, the same shall become and shall be immediately due and payable, and the Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Notwithstanding the foregoing, because the Company will treat the Subordinated Notes as Tier 2 Capital, upon the occurrence of an Event of Default other than an Event of Default described in Section 6(a) or Section 6(b), no Noteholder may accelerate the Maturity Date of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable. The Company, within forty-five (45) calendar days after the receipt of written notice from any Noteholder of the occurrence of an Event of Default with respect to this Subordinated Note, shall mail to all Noteholders, at their addresses shown on the Security Register (as defined in Section 14 (Registration of Transfer, Security Register) below), such written notice of Event of Default, unless such Event of Default shall have been cured or waived before the giving of such notice as certified by the Company in writing.
Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note or an Event of Default, until such Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 18 (Waiver and Consent) hereof, except as may be required by any federal or state bank regulatory agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock; (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock; (iv) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company’s common stock related to the issuance of common stock or rights under any benefit plans for the Company’s directors, officers or employees or any of the Company’s dividend reinvestment plans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of common
stock in lieu of an award recipient’s tax obligations under any equity award) (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”).
| 8. | Affirmative Covenants of the Company. |
The Company may also from time to time designate one or more other offices or agencies where the Subordinated Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the Commonwealth of Pennsylvania . The Company will give prompt written notice to the Noteholders of any such designation or rescission and of any change in the location of any such other office or agency.
| 9. | Negative Covenants of the Company. |
“Change in Bank Control” means the sale, transfer, lease or conveyance by the Company, or an issuance of equity securities by the Bank other than to the Company, in either case resulting in ownership by the Company of less than 50% of the Bank.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Subordinated Note to be duly executed and attested.
FIRST KEYSTONE CORPORATION
By:_______________________________________
Name:Stacy L. Gordner
Title:Senior Vice President and Chief Financial
Officer
(Principal Financial Officer)
ATTEST:
By:_______________________________________
Name:Cheryl Wynings
Title:Assistant Secretary
ASSIGNMENT FORM
To assign this Subordinated Note, fill in the form below: (I) or (we) assign and transfer this Subordinated Note to:
(Print or type assignee’s name, address and zip code)
(Insert assignee’s social security or tax I.D. No.)
and irrevocably appoint agent to transfer this Subordinated Note on the
books of the Company. The agent may substitute another to act for him.
Date: Your signature:
(Sign exactly as your name appears on the face of this Subordinated Note)
Tax Identification No:
Signature Guarantee:
(Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
The undersigned certifies that it [is / is not] an Affiliate of the Company and that, to its knowledge, the proposed transferee [is / is not] an Affiliate of the Company.
In connection with any transfer or exchange of this Subordinated Note occurring prior to the date that is one year after the later of the date of original issuance of this Subordinated Note and the last date, if any, on which this Subordinated Note was owned by the Company or any Affiliate of the Company, the undersigned confirms that this Subordinated Note is being:
CHECK ONE BOX BELOW:
□ | (1) | acquired for the undersigned’s own account, without transfer; |
□ | (2) | transferred to the Company; |
□ | (3) | transferred in accordance and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); |
□ | (4) | transferred under an effective registration statement under the Securities Act; |
□ | (5) | transferred in accordance with and in compliance with Regulation S under the Securities Act; |
□ | (6) | transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act); |
□ | (7) | transferred to an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act), not referred to in item (6) that has been provided with the information designated under Section 4(d) of the Securities Act; or |
□ | (8) | transferred in accordance with another available exemption from the registration requirements of the Securities Act. |
Unless one of the boxes is checked, the Company will refuse to register this Subordinated Note in the name of any person other than the registered holder thereof; provided, however, that if box (5), (6), (7) or (8) is checked, the Company may require, prior to registering any such transfer of this Subordinated Note, in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act such as the exemption provided by Rule 144 under the Securities Act.
Signature:
Signature Guarantee:
(Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-l5).
TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Subordinated Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.
Date: Signature:
Exhibit 10.1
SUBORDINATED NOTE PURCHASE AGREEMENT
This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of September 30, 2026, and is made by and among First Keystone Corporation, a Pennsylvania corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).
RECITALS
WHEREAS, the Company has requested that the Purchasers purchase from the Company up to $32,500,000 in aggregate principal amount of Subordinated Notes (as defined herein), which aggregate amount is intended to qualify as Tier 2 Capital (as defined herein).
WHEREAS, the Company has engaged Performance Trust Capital Partners, LLC, as its exclusive placement agent (“Placement Agent”) for the offering of the Subordinated Notes;
WHEREAS, each of the Purchasers is an institutional “accredited investor” as such term is defined in Rule 501(a)(1), (2), (3), or (7) of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or a QIB (as defined below);
WHEREAS, the offer and sale of the Subordinated Notes by the Company is being made in reliance upon the exemptions from registration available under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated under the Securities Act; and
WHEREAS, each Purchaser is willing to purchase from the Company a Subordinated Note in the principal amount set forth on such Purchaser’s respective signature page hereto (the “Subordinated Note Amount”) in accordance with the terms, subject to the conditions and in reliance on, the recitals, representations, warranties, covenants and agreements set forth herein and in the Subordinated Notes.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties, intending to be legally bound, hereto hereby agree as follows:
AGREEMENT
“Affiliate(s)” means, with respect to any Person, such Person’s immediate family members, partners, members or parent and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with said Person and their respective Affiliates.
“Agreement” has the meaning set forth in the preamble hereto.
“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Subordinated Note represented by a global certificate, the rules and procedures of DTC that apply to such transfer or exchange.
“Bank” means First Keystone Community Bank, a Pennsylvania state-chartered commercial bank and trust company and wholly owned subsidiary of the Company.
“Business Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in the Commonwealth of Pennsylvania are permitted or required by any applicable law or executive order to close.
“Bylaws” means the Bylaws of the Company, including all amendments thereto, as in effect on the Closing Date.
“Charter” means the Articles of Incorporation of the Company, including all amendments thereto, as in effect on the Closing Date.
“Closing” has the meaning set forth in Section 2.5.
“Closing Date” means September 30, 2026.
“Company” has the meaning set forth in the preamble hereto and shall include any successors to the Company.
“Company Covered Person” has the meaning set forth in Section 4.2.4.
“Company’s Reports” means (i) audited financial statements of the Company for the year ended December 31, 2025; (ii) the unaudited financial statements of the Company for the periods ended March 31, 2026 and June 30, 2026 and (iii) the Company’s reports for the year ended December 31, 2025 and the periods ended March 31, 2026 and June 30, 2026 as filed with the FRB as required by regulations of the FRB.
“Data Room” means the virtual data room for “Project Linchpin” hosted by the Placement Agent on its Datasite site.
“Disbursement” has the meaning set forth in Section 3.1.
“Disqualification Event” has the meaning set forth in Section 4.2.4.
“DTC” has the meaning set forth in Section 5.8.
“Equity Interest” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation, and any and all warrants, options, or other rights to purchase any of the foregoing.
“Event of Default” has the meaning set forth in the Subordinated Notes.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“FDIC” means the Federal Deposit Insurance Corporation.
“FRB” means the Board of Governors of the Federal Reserve System.
“GAAP” means generally accepted accounting principles in effect from time to time in the United States of America.
“Global Note” has the meaning set forth in Section 3.1.
“Governmental Agency(ies)” means, individually or collectively, any federal, state, county or local governmental department, commission, board, regulatory authority or agency (including, without limitation, each applicable Regulatory Agency) with jurisdiction over the Company or a Subsidiary of the Company.
“Governmental Licenses” has the meaning set forth in Section 4.3.
“Hazardous Materials” means flammable explosives, asbestos, urea formaldehyde insulation, polychlorinated biphenyls, radioactive materials, hazardous wastes, toxic or contaminated substances or similar materials, including, without limitation, any substances which are “hazardous substances,” “hazardous wastes,” “hazardous materials” or “toxic substances” under the Hazardous Materials Laws and/or other applicable environmental laws, ordinances or regulations.
“Hazardous Materials Laws” mean any laws, regulations, permits, licenses or requirements pertaining to the protection, preservation, conservation or regulation of the environment which relates to real property, including: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977, as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; and all comparable state and local laws, laws of other jurisdictions or orders and regulations.
“Indebtedness” means: (i) all items arising from the borrowing of money that, according to GAAP as in effect from time to time, would be included in determining total liabilities as shown on the consolidated balance sheet of the Company; and (ii) all obligations secured by any lien on Property owned by the Company or any Subsidiary whether or not such obligations shall have been assumed; provided, however, Indebtedness shall not include deposits or other indebtedness created, incurred or maintained in the ordinary course of the Company’s or the Bank’s business (including, without limitation, federal funds purchased, advances from any Federal Home Loan Bank, secured deposits of municipalities, letters of credit issued by the Company or the Bank and repurchase arrangements) and consistent with customary banking practices and applicable laws and regulations.
“Leases” means all leases, licenses or other documents providing for the use or occupancy of any portion of any Property, including all amendments, extensions, renewals, supplements, modifications, sublets and assignments thereof and all separate letters or separate agreements relating thereto.
“Major Constituent Bank” means any Subsidiary that is organized as a banking organization under federal or state law and that represents fifty percent (50%) or more of the consolidated assets of the Company determined as of the date of the most recent audited financial statements of the Company.
“Material Adverse Effect” means, with respect to any Person, any change or effect that (a) is or would be reasonably likely to be material and adverse to the financial condition, results of operations or business of
such Person, or (b) would materially impair the ability of such Person to perform its respective obligations under any of the Transaction Documents, or otherwise materially impede the consummation of the transactions contemplated hereby or thereby; provided, however, that “Material Adverse Effect” shall not be deemed to include the impact of (i) changes in banking and similar laws, rules or regulations of general applicability or interpretations thereof by Governmental Agencies, (ii) changes in GAAP or regulatory accounting requirements applicable to financial institutions and their holding companies generally, (iii) changes after the date of this Agreement in general economic or capital market conditions affecting financial institutions or their market prices generally and not specifically related to the Company, the Bank or the Purchasers, (iv) direct effects of compliance with this Agreement on the operating performance of the Company, the Bank or the Purchasers, including expenses incurred by the Company, the Bank or the Purchasers in consummating the transactions contemplated by the Subordinated Note Purchase Agreements by and between the Company and each Purchaser, (v) the effects of any action or omission taken by the Company with the prior written consent of the Purchasers, and vice versa, or as otherwise contemplated by this the Subordinated Note Purchase Agreements by and between the Company and each Purchaser and the Subordinated Notes, (vi) the effects of any declaration of a state of emergency by the government of the United States or any State of the United States (including any government shutdowns); and (vii) the effects of any epidemic, pandemic or disease outbreak, or continuation or extension of any epidemic, pandemic or disease outbreak, affecting the United States or related events such as freight embargoes, lack of transportation, travel restrictions or business closures, (viii) changes in or any developments or occurrences relating to or affecting domestic or global or national political conditions, including the conflict in Iran and the Persian Gulf, in Lebanon, in the Ukraine and in Gaza, the outbreak, continuation or escalation of war, hostilities or acts of terrorism (whether declared or undeclared), any national or international calamity, or any natural disasters, (ix) the failure of the Bank to meet any internal projections, forecasts, estimates or guidance for any period ending after December 31, 2025 (but not excluding the underlying causes of such failure unless otherwise excluded hereunder), or (x) the public disclosure of this Agreement or the transactions contemplated herein, which in the event of (i), (ii), (iii), (vi), (vii), and (viii), do not disproportionately affect the operations or business of the Company or the Bank in comparison to other banking institutions with similar operations.
“Maturity Date” means September 30, 2036.
“OFAC” has the meaning set forth in Section 4.6.7.
“Paying Agency Agreement” means the Paying Agency and Registrar Agreement, dated as of September 30, 2026, between the Company and UMB Bank, National Association, as paying agent and registrar as may be amended, modified or restated from time to time.
“Paying Agent” means UMB Bank, National Association, as paying agent and registrar under the Paying Agency Agreement, or any successor in accordance with the applicable provisions of the Paying Agency Agreement.
“Person” means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof (including a Governmental Agency) or any other entity or organization.
“Placement Agent” has the meaning set forth in the Recitals.
“Presentation” means the Company’s presentation captioned “Private Placement of Subordinated Notes” and dated September 10, 2026, related to the offering of the Subordinated Notes and made available to the Purchasers, together with any amendments or supplements thereto.
“Property” means any real property owned or leased by the Company or any Affiliate or Subsidiary of the Company.
“Purchaser” or “Purchasers” has the meaning set forth in the preamble hereto.
“QIB” has the meaning set forth in Section 5.8.
“Regulation D” has the meaning set forth in the Recitals.
“Regulatory Agency” means any federal or state agency charged with the supervision or regulation of depository institutions or holding companies of depository institutions, or engaged in the insurance of depository institution deposits, or any court, administrative agency or commission or other authority, body or agency having supervisory or regulatory authority with respect to the Company, the Bank or any of their Subsidiaries.
“Sanctioned Countries” has the meaning set forth in Section 4.6.7.
“Sanctions” has the meaning set forth in Section 4.6.7.
“Secondary Market Transaction” has the meaning set forth in Section 5.5.
“Securities Act” has the meaning set forth in the Recitals.
“Settlement Agent” means UMB Bank, National Association, as settlement agent under the Settlement Agent Agreement, or any successor in accordance with the applicable provisions of the Settlement Agent Agreement.
“Settlement Agent Agreement” means the Settlement Agent Services Agreement, dated as of September 30, 2026, between the Company and UMB Bank, National Association, as settlement agent as may be amended, modified or restated from time to time.
“Subordinated Note” means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.
“Subordinated Note Amount” has the meaning set forth in the Recitals.
“Subsidiary” means with respect to any Person, any corporation or entity (other than a trust) in which a majority of the outstanding Equity Interest is directly or indirectly owned by such Person.
“Tier 2 Capital” has the meaning given to the term “Tier 2 capital” in 12 C.F.R. Part 217, as amended, modified and supplemented and in effect from time to time or any replacement thereof.
“Transaction Documents” has the meaning set forth in Section 3.2.1.1.
The Company hereby represents and warrants to each Purchaser as follows:
The Company hereby further covenants and agrees with each Purchaser as follows:
Each Purchaser hereby represents and warrants to the Company, and covenants with the Company, severally and not jointly, as follows:
if to the Company: | First Keystone Corporation |
111 West Front Street Berwick, PA 18603 Attention: Jack W. Jones | |
with a copy to: | Bybel Rutledge LLP 1017 Mumma Road, Suite 302 Lemoyne, PA 17043 Attention: Erik Gerhard |
if to a Purchaser: | To the address indicated on such Purchaser’s signature page. |
or to such other address or addresses as the party to be given notice may have furnished in writing to the party seeking or desiring to give notice, as a place for the giving of notice; provided that no change in address shall be effective until five (5) Business Days after being given to the other party in the manner provided for above. Any notice given in accordance with the foregoing shall be deemed given when delivered personally or, if mailed, three (3) Business Days after it shall have been deposited in the United States mails as aforesaid or, if sent by overnight courier, the Business Day following the date of delivery to such courier (provided next Business Day delivery was requested).
[Signature Pages Follow]
IN WITNESS WHEREOF, the Company has caused this Subordinated Note Purchase Agreement to be executed by its duly authorized representative as of the date first above written.
COMPANY:
FIRST KEYSTONE CORPORATION
By:
Name:Stacy L. Gordner
Title: | Senior Vice President and Chief Financial Officer |
(Principal Financial Officer)
IN WITNESS WHEREOF, the Purchaser has caused this Subordinated Note Purchase Agreement to be executed by its duly authorized representative as of the date first above written.
PURCHASER:
[INSERT PURCHASER NAME]
By:
Name:[●]
Title:[●]
Address of Purchaser:
[●]
Email: [●]
Principal Amount of Purchased Subordinated Note:
$[●]
Exhibit 99.1
FOR IMMEDIATE RELEASE
September 30, 2026
Contact: | Jack W. Jones, President and Chief Executive Officer |
First Keystone Corporation (OTCID: FKYS) Closes $32.5 Million Capital Offering
BERWICK, Penn. — First Keystone Corporation (OTCID: FKYS) (“First Keystone” or the “Company”), the holding company for First Keystone Community Bank, announced today that it has completed the private placement of $32.5 million in fixed-to-floating rate subordinated notes due 2036. The notes have been structured to qualify as Tier 2 capital under bank regulatory guidelines. The Company intends that proceeds from the sale of the notes will be used to redeem the Company’s $25.0 million subordinated notes due December 31, 2030 and for general corporate purposes. The Company is entitled to redeem the notes, in whole or in part, on any interest payment date on or after September 30, 2031, and to redeem the notes at any time in whole upon meeting certain other specified requirements.
Performance Trust Capital Partners, LLC served as the sole placement agent and was advised by Luse Gorman, PC. First Keystone Corporation was advised by Bybel Rutledge LLP.
The notes have not been registered under the Securities Act of 1933, as amended (“Act”), or under the securities laws of any state, and were offered and sold pursuant to an applicable exemption from registration requirements under such Act. The notes are not deposits and are not insured by the FDIC. This press release is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any security.
About First Keystone Corporation
First Keystone Corporation (OTCID: FKYS) is the parent company of First Keystone Community Bank, a community bank headquartered in Berwick, Pennsylvania. Founded in 1864, the Bank has total assets of $1.57 billion and serves customers through 19 full-service offices in Columbia, Luzerne, Monroe, Montour and Northampton counties. First Keystone Community Bank offers personal and business banking, mortgage and lending, trust and estate planning, and online and mobile banking services under the motto "Yesterday's Traditions. Tomorrow's Vision." Learn more at www.fkc.bank.
Contacts:Jack W. Jones
President and Chief Executive Officer
First Keystone Corporation
111 West Front Street
Berwick, PA 18603
(570) 752-3671
A note about forward-looking statements
This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “reflects,” “believes,” “can,” “would,” “should,” “will,” “estimates,” “looks forward to,” “continues,” “expects” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements we make regarding our evaluation of macro-environment risks, Federal Reserve rate management, and trends reflecting things such as regulatory capital standards and adequacy. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. There are many factors that could cause actual results to differ materially from those contemplated by forward-looking statements. Any forward-looking statement made by us in this press release or in any subsequent written or oral statements attributable to the Company are expressly qualified in their entirety by the cautionary statements above. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Exhibit 99.2
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Private Placement of Subordinated Notes CONFIDENTIAL September 10, 2026 First Keystone Corporation Holding Company for: FOR INSTITUTIONAL USE ONLY |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Notice to Recipients 2 This confidential presentation (this “Presentation”) has been prepared solely for general informational purposes by First Keystone Corporation (the “Company,” the “holding company,” “we,” or “our”), a Pennsylvania corporation and the registered bank holding company for First Keystone Community Bank (the “Bank”), a Pennsylvania state-chartered, non-member bank, supervised and regulated by the Federal Deposit Insurance Corporation (the “FDIC”) and the Pennsylvania Department at Banking and Securities, and is being furnished solely for use by prospective investors considering participating in the proposed private offering (the “Offering”) of the Company’s unsecured subordinated notes (the “Securities”). No representation or warranty as to the accuracy, completeness, or fairness of such information is being made by the Company or any other person, and neither the Company, any of its affiliates nor any other person shall have any liability for any information contained herein, or for any omissions from this Presentation or any other written or oral information or communications transmitted or made available to the recipient by the Company or its affiliates or any other person in the course of the recipient’s evaluation of the Company or the Offering. The Company reserves the right to withdraw or amend the Offering for any reason and to reject any prospective investment in the Securities, in whole or in part. The Securities are not a bank deposit or bank account, and are not, and will not be, insured or guaranteed by the FDIC or any other federal or state government agency. Neither the Securities, the Offering, nor the investment in the Securities has been approved or disapproved by the Securities and Exchange Commission (the “SEC”), the FDIC, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, or any other federal or state regulatory authority, nor has any authority passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this Presentation. Any representation to the contrary is a criminal offense. The Securities referenced in this Presentation have not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or resold absent registration or pursuant to an applicable exemption from registration under applicable law. The Company is subject to the reporting requirements of Section 15 of the Securities Exchange Act of 1934, as amended. The Securities are being offered only to entities that (i) qualify as an institutional “accredited investor,” as defined in Rule 501(a)(1)-(3) or (7) of Regulation D promulgated under the Securities Act, or a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and (ii) agree to make the representations set forth in the note purchase agreement (the “NPA”) with respect to the Securities. This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities of the Company by any person in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. This document is not a prospectus or offering document for any securities. The Company has authorized Performance Trust Capital Partners, LLC, an SEC-registered broker-dealer, to act as its sole lead placement agent in the Offering. The distribution of this presentation and any offering and sale of the securities in certain jurisdictions may be restricted by law. The Company requires a person into whose possession this document comes to inform themselves about and to observe any such restrictions. This document does not constitute an offer of, or any invitation to purchase, any securities in any jurisdiction, territory or state in which such offer or invitation would be unlawful. In making an investment decision, prospective investors must rely on their own examination of the Company and the Securities, including the merits and risks involved. The Company is not providing any legal, business, investment, tax or other advice regarding an investment in the Securities. Prospective investors should consult with their own legal, tax, investment and accounting advisers with respect to the consequences of an investment in the Securities and whether such investor is legally permitted to purchase the Securities. Except as otherwise indicated, this Presentation speaks as of the date hereof. The delivery of this Presentation shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company after the date hereof, and the Company assumes no obligation to update such information, except to the extent required by applicable law. You will be given the opportunity to ask questions of and receive answers from Company representatives concerning the Company’s business and financial condition and the terms and of the Offering, and the Company may provide you with additional relevant information that you may reasonably request to the extent the Company possesses such information or can obtain it without unreasonable effort or expense. Except for information provided in response to such requests, the Company has not authorized any other person to give you information that is not found in this Presentation. If such unauthorized information is obtained or provided, the Company cannot and does not assume responsibility for its accuracy, credibility, or validity. This Presentation may contain statistics and other data that in some cases has been obtained or compiled from information made available by third-party service providers or other industry sources, and which may have relied upon artificial intelligence tools to generate such statistics and data. The Company makes no representation or warranty, express or implied, with respect to the accuracy, reasonableness or completeness of such information or other information made available in connection with any further investigation of the Company. The Company believes that such information is accurate and that the sources from which it has been obtained are reliable. The Company cannot guarantee the accuracy of such information, however, and has not independently verified such information. The Company is not making any implied or express representation or warranty as to the accuracy or completeness of such information or of the information summarized herein or made available in connection with any further investigation of the Company. The Company expressly disclaims any and all liability which may be based on such information, errors therein or omissions therefrom to the fullest extent permitted by applicable law. This Presentation contains certain annualized, pro forma, projected and estimated information, including projected pro forma information that reflects the Company’s current expectations and assumptions related to this Offering and the use of proceeds. This information does not purport to present the results that the Company will ultimately realize and is subject to this notice and the disclaimer on page 3. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. In addition to financial measures presented in accordance with U.S. generally accepted accounting principles (“GAAP”), this Presentation contains certain non-GAAP financial measures, including, without limitation, the ratio of Tangible Common Equity to Tangible Assets (TCE/TA), Core Net Revenue, Debt Service Coverage Ratio, Core Deposits, Adjusted Return on Average Tangible Common Equity (ROATCE), Adjusted Return on Average Assets (ROAA), and Adjusted Noninterest Expense / Average Assets. The presentation of non-GAAP financial information is not intended to be considered in isolation, as a substitute for, or superior to any measure prepared in accordance with GAAP. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way the Company calculates such measures or may use different non-GAAP financial measures to evaluate their financial condition or results of operations, either of which could reduce the usefulness of the non-GAAP financial measures contained in this Presentation as tools for comparison. You should understand how such other companies calculate their financial measures similar to, or with names similar to, the non-GAAP financial measures the Company has discussed herein when comparing such non-GAAP financial measures. Financial information included in this Presentation may be based on unaudited financial information regarding the Company and/or the Bank. This Presentation contains non-public information. You understand that the U.S. securities laws as well as the securities laws of other jurisdictions prohibit any person in possession of “material non-public information” about a company from purchasing or selling, directly or indirectly, securities of such company (including entering into short selling, derivative or hedging transactions involving such securities), or from communicating such information to any other person, under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Offering Disclaimer This Presentation is confidential and may not be reproduced or redistributed, passed on or divulged, directly or indirectly, to any other person. The Company reserves the right to request the return of this Presentation at any time. The receipt of this Presentation does not create, nor is it intended to create, a binding and enforceable contract or commitment between the Company and any other party, and this Presentation may not be relied upon by any party as the basis for a contract or commitment to purchase the Securities. Any purchase and sale of the Securities will be governed solely by the Note Purchase Agreement (“NPA”), and the information contained herein will be superseded in its entirety by such NPA. In the event that any portion of this Presentation is inconsistent with or contrary to any of the terms of the NPA, the NPA shall control. Each potential investor should review the NPA, make such investigation as it deems necessary to arrive at an independent evaluation of an investment in the Securities mentioned in this Presentation. The Securities will not be registered for public sale and will be subject to significant restrictions and limitations on resale or transfer. Only potential investors who can bear the risk of an unregistered illiquid investment should consider investing in the Securities. Investments in the Securities are considered speculative, involve risks and investors could experience an entire loss of principal. You should carefully consider, without limitation, the following risk factors related to an investment in the Securities: (1) the Securities will be unsecured and subordinated to any existing and future senior indebtedness and will be structurally subordinated to the indebtedness and other liabilities of the Company’s subsidiaries, which means that creditors of the Company’s subsidiaries generally will be paid from those subsidiaries’ assets before holders of the Securities would have any claims to those assets (2) the Securities will not be insured or guaranteed by the FDIC, any other governmental agency or any of the Company’s subsidiaries; (3) the NPA does not generally limit the Company’s ability to incur additional indebtedness, grant or incur a lien on its assets, sell or otherwise dispose of assets, pay dividends or repurchase its capital stock; (4) payments on the Securities may depend on receipt of dividends and distributions from the Bank; (5) the Company may not be able to generate sufficient cash to service all of its debt, including the Securities; (6) regulatory guidelines may restrict the Company’s ability to pay the principal of, and accrued and unpaid interest on, the Securities, regardless of whether the Company is the subject of an insolvency proceeding; and (7) holders of the Securities will have limited rights, including limited rights of acceleration, if there is an event of default. This summary is not exhaustive. Additional information regarding risks may be provided in additional offering materials, if and when available. This Presentation contains forward-looking statements that are subject to risks and uncertainties. Any statements in this Presentation about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “would,” “will,” “predict,” “potential,” “believe,” “likely,” “expect,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project” and similar expressions. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Forward-looking statements are not a guarantee of future performance or results, are based on information available at the time the statements are made and involve known and unknown assumptions, risks, uncertainties and other factors that could cause the Company’s actual results to differ materially from the information contained in or implied by the forward-looking statements and can change as a result of many possible events or factors, not all of which are known to us or in the Company’s control. The following factors could cause the Company’s actual results to differ materially from those contained or implied by the forward-looking statements made in this Presentation: changes in assumptions underlying the establishment of allowances for credit losses, and other estimates; short-term and long-term effects of inflation and rising costs to the Company and its customers; the risks of changes in interest rates on levels, composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and interest sensitive assets and liabilities; the effects of future economic, business and market conditions; future actions or inactions of the United States government, including the effects of short-term and long-term federal budget and tax negotiations and a failure to increase the government debt limit or a prolonged shutdown of the federal government; legislative and regulatory changes, including changes in banking, securities, and tax laws and regulations and their application by our regulators; the Company’s ability to maintain adequate liquidity by retaining deposit customers and secondary funding sources, especially if the Company’s or banking industry’s reputation becomes damaged; computer systems and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions despite security measures implemented by the Company; risks inherent in making loans, such as repayment risks and fluctuating collateral values; governmental monetary and fiscal policies; changes in accounting policies, rules and practices; competition with other banks and financial institutions, and companies outside of the banking industry, including companies that have substantially greater access to capital and other resources; demand, development and acceptance of new products and services; problems with technology utilized by the Company; changing trends in customer profiles and behavior; success of acquisitions and operating initiatives, changes in business strategy or development of plans, and management of growth; reliance on senior management, including the ability to attract and retain key personnel; inadequate design or circumvention of disclosure controls and procedures or internal controls; acts of war or terrorism or geopolitical instability. The foregoing factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by the Company, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and the Company does not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for the Company to predict which will arise. In addition, the Company cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. 3 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Table of Contents I Executive Summary 5 II Management Team Overview 12 III Capital Highlights 14 IV Assets Highlights 18 V Liabilities Highlights 24 VI Income Statement Highlights 26 VII Appendix 31 4 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 I. Executive Summary 5 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Terms of the Offered Securities Issuer: First Keystone Corporation (“Company” or “FKYS”), the bank holding company of First Keystone Community Bank (“Bank”) Security: Unsecured Fixed-to-Floating Rate Subordinated Notes Principal Amount: $30.0 million Term: 10-year term Coupon: Fixed [X]% for 5 years; floating thereafter at three-month term SOFR plus [X]% Optional Redemption: Optional redemption 5 years after issuance date; optional redemption prior thereto upon the occurrence of certain events Regulatory Capital: Structured to comply with requirements for Tier 2 capital treatment at the Company Use of Proceeds: Redemption of existing subordinated debt and general corporate purposes Expected Closing: September 2026 Offering Type: Private Placement Sole Lead Placement Agent: Performance Trust Capital Partners, LLC 6 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Investment Highlights Source: S&P Capital IQ Pro, Company documents Note: Consolidated (GAAP) financial data, unless otherwise noted (1) Bank-level financial data, Core deposits are a non-GAAP financial measure; please see page 39 for a reconciliation (2) Debt Service Coverage Ratio is a non-GAAP financial measure; please see page 17 for further detail and a reconciliation 7 160+ Year Legacy of Community-Focused Leadership ▪ Founded in 1864, First Keystone Community Bank has served its communities for over 160 years and was the first financial institution in Berwick, PA ▪ Ownership embedded in the local communities it serves with shareholders including the Berwick Volunteer Fireman’s Relief Association, Berwick Historical Society, and the Berwick Public Library Scarcity-Valued Core Deposit Franchise Anchored in Attractive Markets ▪ The Bank’s primary market sits at the epicenter of Pennsylvania's data center boom, with Amazon’s $20 billion investment plans into Berwick, PA – driving an influx of commercial activity, employment, and economic expansion directly within the Bank’s deposit footprint ▪ 87.7%(1) core deposits driving Q2’26 cost of interest-bearing deposits of 2.75%(1) Consistent Earnings Power Intact with Long-Term Profitability Track Record ▪ 10-year median ROAA of 0.94% from 2016Y to 2025Y; Q2’26 ROAA of 0.97% ▪ Non-cash goodwill impairment ($19.1mm, Q1’24) and a single-quarter provision build ($3.9mm, Q4’25) represent non-recurring events with no impact on tangible book value trajectory or ongoing earnings capacity Conservative Asset Quality Profile ▪ Median NPAs / Assets of 0.33% across the last 14 quarters (Q1’23 – Q2’26) ▪ Net Charge-Offs / Avg Loans below 0.10% for 19 out of the last 22 quarters Healthy Debt Issuance Metrics(2) ▪ More than adequate debt service coverage with pro forma interest coverage of 9.5x (if issued at 6.75%) ▪ Pro forma debt / equity of 22.2% and pro forma double leverage ratio of 117.7% |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 First Keystone Community Bank (19) First Keystone Corporation Overview Source: S&P Capital IQ Pro, company documents, company website Note: Consolidated (GAAP) financial data shown for the years ended December 31, and for the quarter ended June 30, 2026 (1) NIM, Adj. ROAA, Adj. ROATCE, and Adj. NIE / Avg. Assets are annualized for the three months ended June 30, 2026 // (2) Non-GAAP financial measure; please see appendix pages for a reconciliation ($000s) 2022Y 2023Y 2024Y 2025Y 2026Q2 Total Assets $ 1,329,194 $ 1,415,870 $ 1,428,583 $ 1,530,977 $ 1,574,315 Net Loans $ 850,195 $ 904,153 $ 940,779 $ 939,013 $ 941,552 Total Deposits $ 993,499 $ 980,439 $ 1,045,880 $ 1,137,437 $ 1,179,910 Total Equity $ 120,386 $ 121,615 $ 106,782 $ 113,060 $ 118,456 Loans / Deposits 86.4% 92.9% 90.6% 83.3% 80.4% NPAs / Assets 0.84% 0.33% 0.29% 1.10% 1.23% NIM 3.19% 2.38% 2.40% 2.66% 2.77% Adj. ROAA (2) 1.07% 0.42% 0.40% 0.41% 0.97% Adj. ROATCE (2) 12.6% 5.4% 5.3% 5.6% 13.0% Adj. NIE / Avg. Assets (2) 2.03% 2.21% 2.21% 2.26% 2.19% 8 Company Overview Company Footprint ▪ First Keystone Community Bank was founded in 1864 and is based in Berwick, Pennsylvania, making it the 9th oldest bank in the state ▪ Operates 19 total branches in communities throughout Eastern Pennsylvania, including Berwick, Stroudsburg, and Bloomsburg ▪ First Keystone Corporation (bank holding company) is 100% owner of First Keystone Community Bank (commercial bank subsidiary) and is quoted on the OTCID under the symbol “FKYS” ▪ The Bank has 198 full-time employees “Yesterday’s Traditions. Tomorrow’s Vision.” (1) |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 ▪ Columbia County’s main industries of employment are healthcare and social assistance, manufacturing, retail trade, education, and public administration ▪ The top paying industries of employment include utilities at an average salary of $104,000, management at an average salary of $84,000, and professional and technology services at an average salary of $66,000 ▪ Population change for the county from 2020 to 2026 of 2.26% has outpaced the state average of 1.48% ▪ Median household income for the Columbia County, PA in 2026 is ~$72.1k, with median household income projected to rise by ~9.2% between 2026 and 2031 Source: S&P Capital IQ Pro; Data USA; St. Louis Fed; Pennsylvania Department of Community & Economic Development Note: Data as of June 30, 2025 9 66k Population $72.1k Median Household Income in 2026 1.31% Projected Population Growth through 2031 9.2% Projected Median HHI Growth through 2031 Columbia County, PA – Market Highlights Key Metrics – Columbia County, PA Key Employers First Keystone Market Overview | Columbia County, PA |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 ▪ Luzerne County, PA is the largest economy in Northeastern Pennsylvania, with a total GDP of $20B+ ▪ Population change for the county from 2020 to 2026 of 2.26% has outpaced the state average of 1.48% ▪ The county’s economy is anchored by logistics and warehousing given its location at the I-80/I-81 interchange, with hubs like CenterPoint Commerce & Trade Park supporting fulfillment operations for Amazon and Chewy, alongside healthcare, manufacturing, higher education, and utility power generation. ▪ Median household income for Luzerne County, PA in 2026 is ~$67.4k, with median household income projected to rise by ~9.1% between 2026 and 2031 Source: S&P Capital IQ Pro; Data USA; St. Louis Fed; Pennsylvania Department of Community & Economic Development Note: Data as of June 30, 2025 10 333k Population $67.4k Median Household Income in 2026 1.58% Projected Population Growth through 2031 9.1% Projected Median HHI Growth through 2031 Luzerne County, PA – Market Highlights Key Metrics – Luzerne County, PA Key Employers First Keystone Market Overview | Luzerne County, PA |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 ▪ Monroe County’s GDP has grown ~15% from 2022-2024, rising from ~$8.3B to ~$9.6B reflecting the steady economic expansion in the region ▪ Healthcare & social assistance, retail trade, and manufacturing are the county's three largest employment sectors, together employing roughly 29,000 residents and anchoring a diversified local job base. ▪ Utilities, mining/energy extraction, and public administration are the highest-paying industries in the county, with average wages in utilities exceeding $87,000. ▪ Median household income for Monroe County, PA in 2026 is ~$82.0k, with median household income projected to rise by ~8.5% between 2026 and 2031 Source: S&P Capital IQ Pro; Data USA; St. Louis Fed; Pennsylvania Department of Community & Economic Development Note: Data as of June 30, 2025 11 165k Population $82.0k Median Household Income in 2026 ~$10B Gross Domestic Product 8.5% Projected Median HHI Growth through 2031 Monroe County, PA – Market Highlights Key Metrics – Monroe County, PA Key Employers First Keystone Market Overview | Monroe County, PA |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 II. Management Team Overview 12 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Experienced Management Team Source: Company documents 13 Jack serves as the President and Chief Executive Officer and sits on the Board of Directors of the Corporation and the Bank. He previously served as Chief Operating Officer of the Corporation and the Bank. Jack served as Chief Banking Officer for Penns Woods Bancorp, Inc., Williamsport, Pennsylvania, and Luzerne Bank, Luzerne, Pennsylvania since January 2021. He also served as Regional President for Luzerne Bank. He is active in the community currently serving as Chairman of the Lands at Hillside Farms, Board Member of Leadership Northeast, and Treasurer of Pennsylvania State Police Camp Cadet Troop P. Jack is a graduate of King’s College and the Pennsylvania Bankers Association. Jack W. Jones – President and Chief Executive Officer Years in Banking: 29 Michelle serves as the Chief Operating Officer of the Corporation and the Bank. Prior to joining First Keystone, she was the Chief Data Officer for Penns Woods Bancorp, Inc. (holding company for Jersey Shore State Bank and Luzerne Bank). She published several articles in various financial services magazines, presented at various banking conferences, and taught various banking courses for the American Bankers Association and the American Institute of Banking. Michelle is a graduate of Bloomsburg University of Pennsylvania, the School of Bank Marketing and Management, the Central Atlantic Advanced School of Banking, and the Central Atlantic Commercial Lending School. Michelle M. Karas – SVP, Chief Operating Officer Years in Banking: 31 Stacy serves as the Chief Financial Officer of the Corporation and the Bank. She has worked for First Keystone since the start of her career holding various roles including Controller, Accounting Manager, and Accounting Reporting Analyst. She has demonstrated a strong commitment to First Keystone and has developed expertise in financial reporting, regulatory compliance, budgeting, tax planning, and asset / liability management. She is a graduate of Pennsylvania College of Technology where she majored in Accounting. Stacy Gordner – SVP, Chief Financial Officer Years in Banking: 13 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 III. Capital Highlights 14 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 0. % 0. % 0.2 % 9.6 2% 9.6 9% 6. % .6 % .6 9% 6. 2% 6.2 % 0.0 0% .0 0% .0 0% 2.0 0% 6.0 0% 2 0.0 0% 0.0 0% .0 0% .0 0% 2.0 0% 6.0 0% 2 0.0 0% 2022 202 202 202 2026Q2 Bank-level Capital Ratios Source: S&P Capital IQ Pro Note: Bank-level financial data shown for the years ended December 31, and the quarter ended June 30, 2026 (1) As defined in 12 CFR 225.2(r) 15 First Keystone Community Bank has maintained regulatory capital in excess of regulatory well-capitalized thresholds (1) . Well-Capitalized Lev. Ratio (5.0%) Well-Capitalized Total RBC Ratio (10.0%) Total RBC Ratio Leverage Ratio |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 $134,852 $30,000 $8,864 CET1 Capital Existing Sub Debt New Sub Debt AACL $135,452 $25,000 $8,864 06/30/26 – Pro Forma ($000s) 06/30/26 – Actual ($000s) Capital Structure | Regulatory Capital Ratios Source: S&P Capital IQ Pro, Company documents Note: Assumes net proceeds are reinvested at 20% risk-weighting 16 Modeling Assumptions: Subordinated Debt Raise Consolidated Capital Structure ▪ Assumes $30.0mm in gross offering proceeds from the Offering ▪ Assumes $0.6mm of offering expenses ▪ Assumes proceeds are used to redeem existing subordinated debt of $25.0mm ▪ Assumes $2.4mm of the net offering proceeds are down streamed to the Bank ▪ Assumes $2.0mm of the net offering proceeds are retained at the Company Consolidated Capital Ratios Bank-level Capital Ratios ($000s) First Keystone Corporation Actual Sub Debt Pro Forma Consolidated Pro Forma Regulatory Capital 06/30/26 Adj. 06/30/26 Common Equity Before Adjustments $ 118,456 $ (600) $ 117,856 Less: DTAs from NOL and Tax Credit – – – Less: Goodwill Net of DTLs – – – Less: Other Intangible Assets Net of DTLs – – – Less: AOCI - Unrealized Gains (16,575) – (16,575) Less: AOCI - Cash Flow Hedges (421) – (421) Common Equity Tier 1 Capital $ 135,452 $ (600) $ 134,852 Additional Tier 1 Capital Instruments – – – Less: Additional Tier 1 Capital Deductions – – – Additional Tier 1 Capital – – – Total Tier 1 Capital $ 135,452 $ (600) $ 134,852 Tier 2 Capital Instruments 25,000 5,000 30,000 AACL Includable in Tier 2 Capital 8,864 – 8,864 Total Tier 2 Capital 33,864 5,000 38,864 Total Capital $ 169,316 $ 4,400 $ 173,716 Average Total Consolidated Assets 1,549,617 5,000 1,554,617 Less: Deductions from CET1 and Additional T1 – – – Less: Other Deductions from Leverage Ratio – – – Total Assets for Leverage Ratio 1,549,617 5,000 1,554,617 Total Risk-Weighted Assets 978,814 1,000 979,814 Leverage Ratio 8.74% 8.67% Common Equity Tier 1 Ratio 13.84% 13.76% Tier 1 Risk-Based Ratio 13.84% 13.76% Total Risk-Based Capital Ratio 17.30% 17.73% ($000s) First Keystone Community Bank Actual Sub Debt Pro Forma Bank Level Pro Forma Regulatory Capital 06/30/26 Adj. 06/30/26 Common Equity Before Adjustments $ 136,268 2,400 $ 138,668 Less: DTAs from NOL and Tax Credit – – – Less: Goodwill Net of DTLs – – – Less: Other Intangible Assets Net of DTLs - – – Less: AOCI - Unrealized Gains (16,575) – (16,575) Less: AOCI - Cash Flow Hedges (421) – (421) Common Equity Tier 1 Capital $ 153,264 $ 2,400 $ 155,664 Additional Tier 1 Capital Instruments – – – Less: Additional Tier 1 Capital Deductions – – – Additional Tier 1 Capital – – – Total Tier 1 Capital $ 153,264 $ 2,400 $ 155,664 Tier 2 Capital Instruments – – – AACL Includable in Tier 2 Capital 8,864 – 8,864 Total Tier 2 Capital 8,864 – 8,864 Total Capital $ 162,128 $ 2,400 $ 164,528 Average Total Assets 1,581,670 2,400 1,584,070 Less: Deductions from CET1 and Additional T1 – – – Less: Other Deductions from Leverage Ratio – – – Total Assets for Leverage Ratio 1,581,670 2,400 1,584,070 Total Risk-Weighted Assets 999,060 480 999,540 Leverage Ratio 9.69% 9.83% Common Equity Tier 1 Ratio 15.34% 15.57% Tier 1 Risk-Based Ratio 15.34% 15.57% Total Risk-Based Capital Ratio 16.23% 16.46% |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Strong Debt Service Coverage & Low Leverage Source: S&P Capital IQ Pro, Company documents Note: Debt Service Coverage Ratio is a non-GAAP financial measure and assumes no leveraging of the capital 17 ($000s) Actual Pro Forma Interest Coverage 2026Q2 Ann. 2026Q2 Ann. Consolidated Pre-Tax Earnings Consolidated Pre-Tax Income 17,288 17,288 Plus: Interest Expense on Existing Debt 1,996 1,996 Pre-Tax Earnings Before BHC Debt Interest Expense 19,284 19,284 BHC Debt Interest Expense New Sub Debt Interest Expense at 6.50% – 1,950 New Sub Debt Interest Expense at 6.75% – 2,025 New Sub Debt Interest Expense at 7.00% – 2,100 Plus: Interest Expense on Existing Debt 1,980 – Total Interest Expense - New Sub Debt at 6.50% 1,980 1,950 Total Interest Expense - New Sub Debt at 6.75% 1,980 2,025 Total Interest Expense - New Sub Debt at 7.00% 1,980 2,100 Pro Forma Interest Coverage - A / B 9.7x 9.9x Pro Forma Interest Coverage - A / C 9.7x 9.5x Pro Forma Interest Coverage - A / D 9.7x 9.2x Pro Forma Debt / Equity and Double Leverage Consolidated Equity 118,456 117,856 Existing Sub Debt 25,000 – New Sub Debt – 30,000 Debt / Equity (excluding AOCI) 18.4% 22.2% Bank Equity 136,268 138,668 Double Leverage Ratio 115.0% 117.7% A B C D |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 IV. Assets Highlights 18 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 $ 20 $ 22 $ 07 $ $ $ 0 $60 $90 $ 20 $ 0 2022 202 202 202 2026Q2 $99 $9 0 $ ,0 6 $ , 7 $ , 0 $2 0 $ 00 $7 0 $ ,000 $ ,2 0 2022 202 202 202 2026Q2 $850 $904 $941 $939 $942 – $250 $500 $750 $1,000 $1,250 2022Y 2023Y 2024Y 2025Y 2026Q2 $ , 29 $ , 6 $ , 29 $ , $ , 7 $ 0 $700 $ ,0 0 $ , 00 $ ,7 0 2022 202 202 202 2026Q2 Tactical Balance Sheet Growth Source: S&P Capital IQ Pro Note: Consolidated (GAAP) financial data for the years ended December 31, and for the quarter ended June 30, 2026 19 First Keystone Corporation demonstrates core, steady growth on both sides of the balance sheet. Total Deposits ($mm) Total Assets ($mm) Total Net Loans ($mm) Total Equity ($mm) |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 $850 $904 $941 $939 $942 $- $250 $500 $750 $1,000 $1,250 2022Y 2023Y 2024Y 2025Y 2026Q2 Loan Portfolio Diversification & Growth Source: S&P Capital IQ Pro Note: Bank-level financial data shown for the quarter ended June 30, 2026 (1) Consolidated (GAAP) financial data for the years ended December 31, and for the quarter ended June 30, 2026 // (2) 06/30/26 post raise assumes $2.4mm of the net new subordinated debt offering gross proceeds are down streamed to the Bank // (3) Includes Non-Owner Occupied CRE, CRE (Not Secured by RE), Construction & Land Development, and Multifamily Loans 20 Total Net Loans (1) ($mm) 1-4 Family 34.7% Non Owner Occupied CRE, 11.8% Multifamily Loans 10.1% Construction & Land Dev 3.2% Owner Occupied CRE 29.0% Commercial & Industrial 7.2% Farm Loans, 0.4% Consumer & Other, 0.5% Ag Prod Loans, 0.1% Other Loans, 3.1% Loan Composition Regulatory Loan Composition 06/30/26 Balance % of Bank TRBC Post Raise % of TRBC (2) 1-4 Family Residential $329,790 203% 200% Non-Owner Occupied CRE 112,056 69% 68% Owner Occupied CRE 275,296 170% 167% Commercial & Industrial 68,371 42% 42% Construction & Land Development 29,914 18% 18% Multifamily 95,883 59% 58% Consumer 4,671 3% 3% Farm Loans 3,786 2% 2% Ag Prod 1,244 1% 1% Other Loans 29,275 18% 18% Total Loans $950,331 Total CRE (Ex owner occupied) $237,898 147% 145% ($000s) (3) Diversified portfolio with no loan category greater than 35% of the portfolio |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Historical Bank Loan Composition & Yields Source: S&P Capital IQ Pro Note: Bank-level financial data shown for the years ended December 31, and for the quarter ended June 30, 2026 First Keystone Community Bank Loan Composition Since 2022 2022Y 2023Y 2024Y 2025Y 2026Q2 Loan Composition Balance % of Total Balance % of Total Balance % of Total Balance % of Total Balance % of Total Construction $34,604 4.0% $31,643 3.5% $32,180 3.4% $30,497 3.2% $29,914 3.1% 1-4 Family 293,701 34.2% 312,612 34.3% 321,689 33.9% 326,894 34.5% 329,790 34.7% Multifamily 99,172 11.6% 100,146 11.0% 103,196 10.9% 98,810 10.4% 95,883 10.1% Comm RE (Non Farm/Res) 333,374 38.8% 363,341 39.9% 390,575 41.2% 395,015 41.6% 387,352 40.8% C&I 56,369 6.6% 66,909 7.3% 67,105 7.1% 67,276 7.1% 68,371 7.2% Farm RE 4,029 0.5% 3,751 0.4% 4,161 0.4% 3,792 0.4% 3,786 0.4% Agricultural 860 0.1% 671 0.1% 939 0.1% 986 0.1% 1,244 0.1% Consumer 5,415 0.6% 5,824 0.6% 6,459 0.7% 5,012 0.5% 4,671 0.5% Other 30,945 3.6% 26,181 2.9% 22,147 2.3% 20,143 2.1% 29,320 3.1% Total Gross Loans $858,469 100.0% $911,078 100.0% $948,451 100.0% $948,425 100.0% $950,331 100.0% Yield on 1-4 Family Loans 4.91% 5.39% 5.88% 6.25% 6.36% Yield on All Other RE Loans 4.00% 4.46% 5.14% 5.67% 5.89% Yield on C&I Loans 4.42% 5.96% 6.68% 6.25% 6.17% Yield on Loans 4.39% 4.89% 5.56% 5.99% 6.13% ($000s) 21 First Keystone Community Bank’s loan yields continue to increase as growth accelerates, and lower-rate lending rolls off the balance sheet. |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Asset Quality & Reserve Coverage Ratios Source: S&P Capital IQ Pro Note: Consolidated (GAAP) financial data shown for the years ended December 31, and for the quarter ended June 30, 2026 22 0.02% 0.00% 0. 0% 0. % 0.02% 0.20% 0.00% 0.20% 0. 0% 0.60% 2022 202 202 202 2026Q2 NCOs / Avg. Loans (%) Loan Loss Reserves remain stable with net recoveries in the most recent quarter LLR / Total Loans (%) 0. % 0. % 0.29% . 0% .2 % 0.00% 0. 0% .00% . 0% 2.00% 2. 0% 2022 202 202 202 2026Q2 Recent NPA Commentary NPAs / Assets (%) 0.96% 0.76% 0. % 0.99% 0.92% 0.00% 0. 0% .00% . 0% 2.00% 2022 202 202 202 2026Q2 ▪ Two credits placed on non-accrual in Q4 2025 drive the increase ▪ Hotel operator — $9.4mm: paying as agreed; non-accrual reflects a collateral shortfall, not payment default ▪ Collateral appraised at $8.7mm net of costs to sell, covering ~93% of the balance; $707k specific allocation ▪ Real estate developer — $2.4mm: property acquired for luxury residential conversion; $2.0mm charged off in Q4 2025 against a $4.4mm principal balance ▪ No collateral deficiency remains post-charge-off; loan in foreclosure |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Investment Portfolio Composition & Performance ▪ As of June 30, 2026, the Bank has ~$369 million available for sale debt securities – This represents ~23.5% of total assets ▪ The securities portfolio consists primarily of RMBS, State & Political Subdivision Securities, and ABS, representing a combined ~81.9% of the securities portfolio ▪ The remaining ~18.1% consists of a combination of CMBS, Government Agency & Sponsored Agency Securities, and Structured Financial Products ▪ AOCI Balance: ($17.2) million ▪ Historical investment portfolio total returns (2) ▪ 1 year: 5.86%, 85th percentile ▪ 3 year: 5.50%, 93rd percentile ▪ 5 year: 1.99%, 47th percentile Source: S&P Capital IQ Pro, Company documents Note: Bank-level financial data shown for the quarter ended June 30, 2026; Percentages may not sum to 100% due to rounding (1) Each category percentage is the fair value of the securities divided by the fair value of all securities // (2) Total return calculations based on Performance Trust total return calculations as of June 30, 2026; past performance is not indicative of future returns; percentiles are measured against banks nationwide; calculation based on call report data State and Political Subdiv Secs 19.7% RMBS 46.7% CMBS 5.9% Govt Agen & Spons Agen Secs 0.6% Structured Financial Products 1.4% ABS 15.5% Other Debt Securities 8.0% U.S. Treasury Securities 2.0% 23 Asset Class Breakdown (1) Commentary Bank-level investment portfolio supplemented with a $188.0 million Cash & Equivalents balance |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 V. Liabilities Highlights 24 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Deposit Composition Source: S&P Capital IQ Pro, Company documents Note: Bank-level financial data shown for the years ended December 31, and for the quarter ended June 30, 2026 (1) Core deposits defined as total deposits minus total brokered deposits minus time deposits >$250k; Core deposits are a Non-GAAP financial measure; please see page 39 for a reconciliation $976 $894 $913 $970 $1,040 – $300 $600 $900 $1,200 2022Y 2023Y 2024Y 2025Y 2026Q2 $1.2B #VALUE! Total Deposits Total Deposits Deposits ($000) NIB $ 231,799 19.6% IB Demand, Savings, & MMDA 459,319 38.7% Retail Time (<100k) 270,342 22.8% Jumbo Time (>100k) 224,110 18.9% Total $ 1,185,570 100.0% MRQ Cost of Deposits: 2.23% #VALUE! NIB 19.6% IB Demand, Savings, & MMDA 38.7% Retail Time (<100k) 22.8% Jumbo Time (>100k) 18.9% 25 Bank Deposit Composition Core Deposit (1) Trends ($ in millions) Top 10 Deposit Relationships Deposit Balance Total Deposits Relationship ($000s) (%) Relationship 1 $35,343 3.0% Relationship 2 21,097 1.8% Relationship 3 18,015 1.5% Relationship 4 12,621 1.1% Relationship 5 11,911 1.0% Relationship 6 11,611 1.0% Relationship 7 11,010 0.9% Relationship 8 10,972 0.9% Relationship 9 10,755 0.9% Relationship 10 8,785 0.7% Total $152,120 12.8% |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 VI. Income Statement Highlights 26 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 $43,677 $35,390 $38,871 $44,495 $48,348 $26,777 $29,294 $31,515 $33,613 $33,968 $6,177 $6,274 $6,592 $6,844 $7,084 $- $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 $40,000 $45,000 $50,000 2022Y 2023Y 2024Y 2025Y 2026Q2 Net Interest Income Noninterest Expense Noninterest Income Core Net Revenue(1) Detail Source: S&P Capital IQ Pro Note: Consolidated (GAAP) financial data shown for the years ended December 31, and for the quarter ended June 30, 2026 (1) Core Net Revenue is a non-GAAP financial measure; please see page 36 for a reconciliation // (2) 2024Y Noninterest Expense excludes impact of $19.1mm goodwill impairment charge // (3) 2026Q2 annualized for the three months ended June 30, 2026 27 First Keystone Corporation has maintained a strong P&L amidst recent headwinds for the banking industry. ($000s) (3) (2) $37,500 $29,116 $32,279 $37,651 $41,264 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Net Interest Income & Net Interest Margin Source: S&P Capital IQ Pro Note: Consolidated (GAAP) financial data, unless otherwise noted, shown for the years ended December 31, and for the quarter ended June 30, 2026 (1) 2026Q2 annualized for the three months ended June 30, 2026 // (2) Bank-level financial data shown for the years ended December 31, and for the quarter ended June 30, 2026 28 $37,500 $29,116 $32,279 $37,651 $41,264 3.19% 2.38% 2.40% 2.66% 2.77% 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% $- $9,000 $18,000 $27,000 $36,000 $45,000 2022Y 2023Y 2024Y 2025Y 2026Q2 Net Interest Income (NII) and Net Interest Margin (NIM) Key Components of NII and NIM (2) ($000s) Net Interest Income Net Interest Margin Loan Yield Debt and Equity Securities Yield Cost of Funds 4.39% 4.89% 5.56% 5.99% 6.13% 2.48% 3.51% 4.32% 4.02% 3.81% 0.67% 2.26% 2.95% 2.86% 2.60% 0.00% 1.50% 3.00% 4.50% 6.00% 7.50% 2022Y 2023Y 2024Y 2025Y 2026Q2 (1) (1) |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Adj. ROATCE(1) & Adj. ROAA(2) Source: S&P Capital IQ Pro Note: Consolidated (GAAP) financial data shown for the years ended December 31, and for the quarter ended June 30, 2026 (1) Adj. ROATCE is a non-GAAP financial measure; please see page 37 for a reconciliation // (2) Adj. ROAA is a non-GAAP financial measure; please see page 38 for a reconciliation // (3) 2026Q2 annualized for the three months ended June 30, 2026 29 12.6% 5.4% 5.3% 5.6% 13.0% 1.07% 0.42% 0.40% 0.41% 0.97% (1.00%) (0.50%) - 0.50% 1.00% 1.50% (10.0%) (5.0%) - 5.0% 10.0% 15.0% 2022Y 2023Y 2024Y 2025Y 2026Q2 ROAA ROATCE Adj. ROATCE (%) Adj. ROAA (%) (3) NIM compression from 3.19% in 2022 to 2.38% in 2023 driven by rate cycle headwinds and asset repricing lagging deposit repricing was the primary driver of the 0.40–0.42% ROAA trough |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Efficiency Ratio & Adj. Noninterest Expense / Avg. Assets(1) Source: S&P Capital IQ Pro Note: Consolidated (GAAP) financial data shown for the years ended December 31, and for the quarter ended June 30, 2026 (1) Adj. Noninterest Expense / Avg. Assets is a non-GAAP financial measure; please see page 40 for a reconciliation // (2) 2026Q2 Noninterest Expense / Avg. Assets annualized for the three months ended June 30, 2026 30 58.8% 82.1% 81.0% 75.5% 70.3% 2.03% 2.21% 2.21% 2.26% 2.19% 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 2022Y 2023Y 2024Y 2025Y 2026Q2 Noninterest Expense / Avg. Assets Efficiency Ratio Efficiency Ratio Adj. Noninterest Expense / Avg. Assets (2) |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 VII. Appendix 31 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Financial Highlights Source: S&P Capital IQ Pro Note: Consolidated financial data shown; operating revenue defined as net interest income plus noninterest income (1) Non-GAAP financial measure; please see appendix pages for a reconciliation // (2) Bank-level financial data 12/31/2022 As of and for the Years Ended: As of and for the Quarters Ended: 6/30/2026 12/31/2022 12/31/2023 12/31/2024 12/31/2025 9/30/2025 12/31/2025 3/31/2026 6/30/2026 CAGR Balance Sheet Total Assets ($000s) 1,329,194 1,415,870 1,428,583 1,530,977 1,582,377 1,530,977 1,524,919 1,574,315 5.0% Net Loans ($000s) 850,195 904,153 940,779 939,013 949,733 939,013 923,577 941,552 3.0% Total Deposits ($000s) 993,499 980,439 1,045,880 1,137,437 1,192,494 1,137,437 1,131,289 1,179,910 5.0% Total Equity ($000s) 120,386 121,615 106,782 113,060 112,252 113,060 114,175 118,456 (0.5%) Loans / Deposits (%) 86.4 92.9 90.6 83.3 80.3 83.3 82.4 80.4 (Cash + Securities) / Assets (%) 29.6 29.8 29.3 34.4 35.7 34.4 35.1 36.1 TCE / TA (%) 7.7 7.3 7.5 7.4 7.1 7.4 7.5 7.5 Tier 1 Leverage Ratio (%) 10.4 10.4 10.2 9.6 9.8 9.6 9.7 9.7 Profitability Adj. Net Income ($000s) 14,024 5,560 5,672 6,152 2,808 (623) 1,959 3,777 Adj. ROAA (%) 1.07 0.42 0.40 0.41 0.74 (0.16) 0.51 0.97 Adj. ROATCE (%) 12.6 5.4 5.3 5.6 10.2 (2.2) 6.9 13.0 Net Interest Margin (%) 3.19 2.38 2.40 2.66 2.64 2.63 2.49 2.77 Efficiency Ratio (%) 58.8 82.1 81.0 75.5 70.8 77.4 84.7 70.3 Noninterest Inc / Revenue (%) 14.1 17.7 17.0 15.4 15.9 15.2 15.2 14.7 Adj. Noninterest Exp / AA (%) 2.03 2.21 2.21 2.26 2.12 2.32 2.39 2.19 Asset Quality (%) NPLs/ Loans (%) 1.31 0.51 0.44 1.77 0.43 1.77 1.81 2.04 NPAs/ Assets (%) 0.84 0.33 0.29 1.10 0.26 1.10 1.11 1.23 Reserves/ NPAs (%) 73.8 150.0 182.1 56.1 192.1 56.1 53.5 45.3 NCOs/ Avg Loans (%) 0.02 0.00 0.10 0.31 0.01 1.06 (0.01) (0.02) 32 Strong balance sheet growth paired with efficient earnings and high-quality assets. (1) (2) (1) (1) (1) |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Historical Consolidated Balance Sheet Source: Audited financial statements provided by the Company Note: Consolidated financial data shown; Unaudited financial data shown for the quarter ended June 30, 2026 33 For the Year Ended December 31, For Qtr Ended June 30, ($000s) 2022 2023 2024 2025 2026 ASSETS Cash and due from banks $9,441 $9,462 $9,933 $8,755 $9,004 Interest-bearing deposits in other banks 1,297 7,551 7,321 112,494 178,957 Total cash and cash equivalents 10,738 17,013 17,254 121,249 187,961 Debt securities available-for-sale, at fair value 373,444 392,968 390,288 394,226 369,084 Marketable equity securities, at fair value 1,699 1,482 1,587 1,810 2,358 Restricted investment in bank stocks, at cost 7,136 10,885 8,984 8,944 8,979 Loans held for investment 858,398 910,864 947,714 947,285 948,848 Loans held for sale 71 214 737 1,140 1,483 Allowance for credit losses (8,274) (6,925) (7,672) (9,412) (8,779) Net loans 850,195 904,153 940,779 939,013 941,552 Premises and equipment, net 19,024 19,611 20,272 19,377 19,028 Operating lease right-of-use assets 1,541 1,472 1,400 1,326 1,304 Accrued interest receivable 4,391 5,201 4,993 4,997 4,664 Cash surrender value of bank owned life insurance 25,389 26,010 26,679 26,362 26,706 Investments in low-income housing partnerships 3,763 5,961 5,152 4,333 3,924 Goodwill 19,133 19,133 – – – Deferred income taxes 9,129 8,695 7,725 6,463 5,750 Other assets 3,612 3,286 3,470 2,877 3,005 Total Assets $1,329,194 $1,415,870 $1,428,583 $1,530,977 $1,574,315 LIABILITIES AND SHAREHOLDERS' EQUITY Non-interest bearing $231,754 $198,569 $203,583 $206,823 $230,888 Interest bearing 761,745 781,870 842,297 930,614 949,022 Total deposits 993,499 980,439 1,045,880 1,137,437 1,179,910 Short-term borrowings 153,418 153,468 134,426 136,845 135,604 Long-term borrowings 25,000 122,000 106,000 106,000 106,000 Subordinated debentures 25,000 25,000 25,000 25,000 25,000 Operating lease liabilities 2,029 1,976 1,920 1,862 1,847 Accrued interest payable 563 2,823 2,152 2,735 2,517 Other liabilities 9,299 8,549 6,423 8,038 4,981 Total Liabilities $1,208,808 $1,294,255 $1,321,801 $1,417,917 $1,455,859 Preferred stock – – – – – Common stock 12,502 12,705 12,901 13,007 13,108 Surplus 42,439 44,004 45,072 45,888 46,717 Retained earnings 100,712 100,260 80,148 79,327 81,544 Accumulated other comprehensive loss (29,558) (29,645) (25,630) (19,453) (17,204) Treasury stock (5,709) (5,709) (5,709) (5,709) (5,709) Total Shareholders' Equity $120,386 $121,615 $106,782 $113,060 $118,456 Total Liabilities & Shareholders' Equity $1,329,194 $1,415,870 $1,428,583 $1,530,977 $1,574,315 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Historical Consolidated Income Statement 34 For the Year Ended December 31, For the Six Months Ended June 30, ($000s) 2022 2023 2024 2025 2026 INTEREST INCOME & EXPENSE Interest and fees on loans $35,372 $42,747 $51,187 $57,289 $28,484 Interest and dividend income on securities Taxable 7,394 12,311 17,743 15,832 7,224 Tax-exempt 3,312 1,166 1,074 935 416 Dividends 55 56 57 67 39 Dividend income on restricted investment in bank stocks 264 669 928 816 407 Interest on interest-bearing deposits in other banks 16 39 433 2,260 2,648 Total Interest Income $46,413 $56,988 $71,422 $77,199 $39,218 Interest on deposits 5,259 17,108 25,276 27,501 13,379 Interest on short-term borrowings 1,935 8,774 7,720 5,989 2,937 Interest on long-term borrowings 628 896 5,053 4,964 2,461 Interest on subordinated debt 1,091 1,094 1,094 1,094 994 Total Interest Expense $8,913 $27,872 $39,143 $39,548 $19,771 Net Interest Income $37,500 $29,116 $32,279 $37,651 $19,447 Provision for credit losses (264) (217) 1,640 4,701 (689) Net Interest Income after Provision for Credit Losses $37,764 $29,333 $30,639 $32,950 $20,136 NONINTEREST ITEMS Trust department 975 931 1,051 1,068 581 Service charges and fees 2,193 2,205 2,247 2,366 1,099 Increase in cash surrender value of life insurance 597 621 669 666 344 ATM fees and debit card income 2,146 2,195 2,228 2,261 1,143 Net gains on sales of mortgage loans (7) 65 80 143 59 Net securities gains (846) (118) 105 224 548 Gains from life insurance proceeds – – – 255 – Other 273 257 317 340 184 Total Noninterest Income $5,331 $6,156 $6,697 $7,323 $3,958 Salaries and employee benefits 14,554 16,055 17,228 17,879 9,195 Occupancy, net 1,936 2,119 2,191 2,315 1,211 Furniture and equipment expense 594 637 676 836 425 Computer expense 1,493 1,571 1,478 1,704 1,061 Professional services 1,270 1,440 1,617 1,611 904 Pennsylvania shares tax 1,238 861 1,070 1,119 543 FDIC insurance, net 490 703 1,097 1,251 643 ATM and debit card fees 899 1,146 1,003 1,208 609 Data processing fees 915 1,304 1,022 1,475 813 Advertising 389 528 560 449 182 Goodwill impairment – – 19,133 – – Other 2,999 2,881 3,509 4,061 2,025 Total Noninterest Expense $26,777 $29,245 $50,584 $33,908 $17,611 Income before income tax $16,318 $6,244 ($13,248) $6,365 $6,483 Income tax expense 2,294 684 (45) 213 747 Net Income (Loss) $14,024 $5,560 ($13,203) $6,152 $5,736 Source: Audited financial statements provided by the Company Note: Consolidated financial data shown; Unaudited financial data shown for the six months ended June 30, 2026; Goodwill Impairment in 2024Y was the result of goodwill impairment testing performed due to the decrease of the Company’s stock price during 2024Q1 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Non-GAAP Reconciliation | Consolidated TCE / TA Source: S&P Capital IQ Pro Note: Consolidated financial data 35 ($000s) Non-GAAP Reconciliation | TCE / TA 2022Y 2023Y 2024Y 2025Y 2025Q3 2025Q4 2026Q1 2026Q2 Common Equity $120,386 $121,615 $106,782 $113,060 $112,252 $113,060 $114,175 $118,456 Less: Goodwill (19,133) (19,133) – – – – – – Less: Core Deposit Intagible – – – – – – – – Less: Other Intangible Assets – – – – – – – – Tangible Common Equity [A] $101,253 $102,482 $106,782 $113,060 $112,252 $113,060 $114,175 $118,456 Total Assets $1,329,194 $1,415,870 $1,428,583 $1,530,977 $1,582,377 $1,530,977 $1,524,919 $1,574,315 Less: Goodwill (19,133) (19,133) – – – – – – Less: Core Deposit Intagible – – – – – – – – Less: Other Intangible Assets – – – – – – – – Tangible Assets [B] $1,310,061 $1,396,737 $1,428,583 $1,530,977 $1,582,377 $1,530,977 $1,524,919 $1,574,315 Tang. Common Equity / Tang. Assets (%) [C] = [A] / [B] 7.7% 7.3% 7.5% 7.4% 7.1% 7.4% 7.5% 7.5% |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Non-GAAP Reconciliation | Core Net Revenue Source: S&P Capital IQ Pro Note: Consolidated financial data shown for the years ended December 31, and for the quarter ended June 30, 2026 36 Non-GAAP Reconciliation | Core Net Revenue 2022Y 2023Y 2024Y 2025Y 2026Q2 Net Interest Income $37,500 $29,116 $32,279 $37,651 $10,316 Plus: Noninterest Income 6,177 6,274 6,592 6,844 1,771 Divided by: Percent of Year 100.0% 100.0% 100.0% 100.0% 25.0% Core Net Revenue $43,677 $35,390 $38,871 $44,495 $48,348 ($000s) |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Non-GAAP Reconciliation | Adj. ROATCE 2022Y 2023Y 2024Y 2025Y 2026Q2 Net Income [A] $14,024 $5,560 ($13,203) $6,152 $3,777 Goodwill Impairment (A/T) [B] – – $18,875 – – Intangibles Amortization (A/T) [C] – – – – – Adj. Net Income Adj. for Intangibles Amortization [D] = [A] + [B] + [C] $14,024 $5,560 $5,672 $6,152 $3,777 Annualization Factor [E] 1 1 1 1 4 Annualized Adj. Net Income Adj. for Intangibles Amort. [F] = [D] * [E] $14,024 $5,560 $5,672 $6,152 $15,108 Average Tangible Common Equity [G] $111,353 $103,002 $107,264 $109,796 $116,316 Adj. ROATCE [H] = [F] / [G] 12.6% 5.4% 5.3% 5.6% 13.0% Non-GAAP Reconciliation | Adj. ROATCE 37 ($000s) Source: S&P Capital IQ Pro Note: Consolidated financial data shown for the years ended December 31, and for the quarter ended June 30, 2026; Goodwill Impairment in 2024Y was the result of goodwill impairment testing performed due to the decrease of the Company’s stock price during 2024Q1 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Non-GAAP Reconciliation | Adj. ROAA 2022Y 2023Y 2024Y 2025Y 2026Q2 Net Income [A] $14,024 $5,560 ($13,203) $6,152 $3,777 Goodwill Impairment (A/T) [B] – – $18,875 – – Adj. Net Income [C] = [A] + [B] $14,024 $5,560 $5,672 $6,152 $3,777 Annualization Factor [D] 1 1 1 1 4 Annualized Adj. Net Income [E] = [C] * [D] $14,024 $5,560 $5,672 $6,152 $15,108 Average Assets [F] $1,315,850 $1,325,270 $1,425,689 $1,486,536 $1,549,617 Adj. ROAA [G] = [E] / [F] 1.07% 0.42% 0.40% 0.41% 0.97% Non-GAAP Reconciliation | Adj. ROAA 38 ($000s) Source: S&P Capital IQ Pro Note: Consolidated financial data shown for the years ended December 31, and for the quarter ended June 30, 2026; Goodwill Impairment in 2024Y was the result of goodwill impairment testing performed due to the decrease of the Company’s stock price during 2024Q1 |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Non-GAAP Reconciliation | Core Deposits Source: S&P Capital IQ Pro Note: Bank-level financial data shown for the years ended December 31, and for the quarter ended June 30, 2026; Core deposits shown as defined by S&P Capital IQ Pro 39 Non-GAAP Reconciliation | Core Deposits 2022Y 2023Y 2024Y 2025Y 2026Q2 Transaction Accounts $567,928 $474,668 $483,075 $447,369 $477,332 Plus: Money Market Accounts $115,364 $97,780 $82,015 $74,189 $93,629 Plus: Other Savings Deposits $158,581 $124,251 $117,419 $116,470 $120,157 Plus: Retail Time Deposits $154,195 $262,197 $329,581 $431,588 $418,480 Less: Brokered Deposits ($20,000) ($65,250) ($99,149) ($99,286) ($69,348) Core Deposits [A] $976,068 $893,646 $912,941 $970,330 $1,040,250 Total Deposits [B] $1,007,973 $990,818 $1,050,627 $1,142,016 $1,185,570 Core Deposits / Total Deposits [C] = [A] / [B] 96.8% 90.2% 86.9% 85.0% 87.7% ($000s) |
| 35-31-32 1-86-151 Secondary Primary Font Color 0-0-0 195-178-103 Non-GAAP Reconciliation | Adj. Noninterest Expense / AA Source: S&P Capital IQ Pro Note: Consolidated financial data shown for the years ended December 31, and for the quarter ended June 30, 2026; Goodwill Impairment in 2024Y was the result of goodwill impairment testing performed due to the decrease of the Company’s stock price during 2024Q1 40 ($000s) Non-GAAP Reconciliation | Adj. NIE / AA 2022Y 2023Y 2024Y 2025Y 2026Q2 Noninterest Expense $26,777 $29,294 $50,648 $33,613 $8,492 Less: Goodwill Impairment – – (19,133) – – Adj. Noninterest Expense [A] $26,777 $29,294 $31,515 $33,613 $8,492 Annualization Factor [B] 1 1 1 1 4 Annualized Adj. Noninterest Expense [C] = [A] * [B] $26,777 $29,294 $31,515 $33,613 $33,968 Average Assets [D] $1,315,850 $1,325,270 $1,425,689 $1,486,536 $1,549,617 Adj. Noninterest Expense / Avg. Assets [E] = [C] / [D] 2.03% 2.21% 2.21% 2.26% 2.19% |
