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8-K

Farmers National Banc Corp /Oh/ (FMNB)

8-K 2026-04-22 For: 2026-04-22
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Added on April 22, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 22, 2026

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio 001-35296 34-1371693
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20 South Broad Street, P.O. Box 555, Canfield, Ohio 44406-0555
--- ---
(Address of principal executive offices) (Zip Code)

(330) 533-3341

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
--- ---
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
--- ---
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--- ---

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

Title of each class Trading<br> Symbol Name of each exchange<br> on which registered
Common Stock, No Par Value FMNB The NASDAQ Stock Market

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

Emerging growth company ☐

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


Item 2.02         Results of Operations and Financial Condition.

On April 22, 2026, Farmers National Banc Corp. (the “Company”) announced earnings for the quarter ended March 31, 2026. A copy of the press release and certain financial information for this period is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Also on April 22, 2026, the Company first provided investors with a supplemental presentation regarding first quarter earnings and other current financial information, attached as Exhibit 99.2 hereto and incorporated by reference herein.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 2.02 and Exhibits 99.1 and 99.2 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Furthermore, the information in this Item 2.02 and Exhibits 99.1 and 99.2 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) except as may be expressly set forth by specific reference in such filing.

Item 7.01         Regulation FD Disclosure.

On April 22, 2026, the Company announced earnings for the quarter ended March 31, 2026 and first provided investors with a supplemental presentation regarding first quarter earnings and other current financial information. A copy of the press release and certain financial information is attached as Exhibit 99.1 and incorporated by reference herein, and a copy of the supplemental investor presentation is attached as Exhibit 99.2 hereto and incorporated by reference herein.

The presentation is furnished herein, as part of this Item 7.01, as Exhibit 99.2.  Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.2 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01         Financial Statements and Exhibits.

(d)          Exhibits.

Exhibit Number Description
99.1 Press Release, dated April 22, 2026
99.2 Investor Presentation, dated April 22, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Farmers National Banc Corp.
By: /s/ Kevin J. Helmick
Kevin J. Helmick
President and Chief Executive Officer

Date: April 22, 2026

ex_948527.htm

Exhibit 99.1

April 22, 2026

Press Release

Source:                Farmers National Banc Corp.

Kevin J. Helmick, President and CEO

20 South Broad Street, P.O. Box 555

Canfield, OH 44406

330.533.3341

Email: exec@farmersbankgroup.com

FARMERS NATIONAL BANC CORP. ANNOUNCES RESULTS FOR FIRST QUARTER OF 2026

173 consecutive quarters of profitability
Closed the acquisition of Middlefield Banc Corp. on March 2, 2026
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EPS was $0.36 for the quarter, $0.45 excluding acquisition and core conversion costs (non-GAAP)
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Net interest margin increased to 3.12% in the first quarter of 2026 from 3.05% in the fourth quarter of 2025 and 2.85% in the first quarter of 2025
--- ---
Return on average assets was 1.11% in the first quarter of 2026, 1.37% excluding acquisition/core conversion costs (non-GAAP)
--- ---

CANFIELD, Ohio (April 22, 2026) – Farmers National Banc Corp. (“Farmers” or the “Company”) (NASDAQ: FMNB) reported net income of $16.3 million, or $0.36 per diluted share, for the first quarter of 2026 compared to $13.6 million, or $0.36 per diluted share, for the first quarter of 2025. Net income in the first quarter of 2026 included $4.0 million related to the acquisition of Middlefield Banc Corp. (Middlefield) and core conversion costs. Excluding these items (non-GAAP), adjusted net income for the first quarter of 2026 was $20.0 million, or $0.45 per diluted share.

Kevin J. Helmick, President and CEO, stated: “Farmers is off to a solid start in 2026, highlighted by the successful completion of the Middlefield acquisition and continued strength across our core Ohio and Pennsylvania markets. We are focused on successfully integrating Middlefield into our operations and completing our core technology conversion, both of which are expected to be completed in the third quarter of 2026. In addition, we are well positioned to capitalize on our expanded presence in Columbus, Ohio, as a result of recent investments and the Middlefield acquisition. Combined, we believe these actions position Farmers for continued profitable growth and value creation.”

Balance Sheet

Total assets increased to $7.18 billion at March 31, 2026, from $5.25 billion at December 31, 2025, primarily due to the Middlefield acquisition which added $1.82 billion in assets. Total loans, net of allowance, increased to $4.75 billion at March 31, 2026, from $3.27 billion at December 31, 2025. Middlefield added $1.49 billion in total loans at the date of closing.

Securities available for sale increased to $1.48 billion at March 31, 2026, compared to $1.34 billion at December 31, 2025. Middlefield added $152.8 million to the total. The Company anticipates continued rate volatility in the bond market in 2026, which will continue to affect the value of the portfolio.

Total deposits were $5.92 billion at March 31, 2026, an increase of $1.58 billion from December 31, 2025. The increase was primarily due to Middlefield, which added $1.49 billion in deposits, as well as seasonal growth in public funds.

Total stockholders’ equity increased to $766.9 million at March 31, 2026, compared to $485.7 million at December 31, 2025. The increase was primarily driven by the acquisition of Middlefield.

Credit Quality

Non-performing loans increased from $26.2 million at December 31, 2025, to $59.9 million at March 31, 2026. The increase was due to the acquisition of Middlefield. Nonperforming loans to total loans were 1.25% at March 31, 2026 compared to 0.79% at December 31, 2025. The Company’s loans which were 30-89 days delinquent were $14.7 million at March 31, 2026, or 0.31% of total loans, compared to $16.9 million at December 31, 2025.

The provision for credit losses and unfunded commitments was a recovery of $1.0 million in the first quarter of 2026 compared to a recovery of $204,000 in the first quarter of 2025. The provision in the first quarter of 2026 was positively impacted by improvements in qualitative factors in the Company’s CECL model. Annualized net charge-offs as a percentage of average loans were 0.05% in the first quarter of 2026, compared to 0.04% in the first quarter of 2025. The allowance for credit losses to total loans was 1.14% at March 31, 2026, compared to 1.11% at December 31, 2025. With the addition of Middlefield, the Company established a Day 1 allowance for credit losses of $19.3 million for the Middlefield loan balances. This was the primary reason for the increase in the allowance for loan losses to loans ratio in the first quarter.

Net Interest Income

Net interest income increased to $42.6 million in the first quarter of 2026, compared to $34.2 million in the first quarter of 2025. Average interest earning assets increased to $5.55 billion in the first quarter of 2026 compared to $4.89 billion in the first quarter of 2025. The increase was primarily driven by the acquisition of Middlefield. The net interest margin improved to 3.12% in the first quarter of 2026 compared to 2.85% in the first quarter of 2025. The year-over-year increase in net interest margin was due to the acquisition and higher yields on earning assets and lower funding costs on interest bearing liabilities. The Company expects the net interest margin to expand by approximately 25 basis points in the second quarter of 2026 as the full impact of the Middlefield acquisition is realized. The yield on interest earning assets increased from 4.74% in the first quarter of 2025 to 4.89% in the first quarter of 2026, while the cost of interest-bearing liabilities declined from 2.52% in the first quarter of 2025 to 2.35% in the first quarter of 2026. Excluding acquisition marks, non-GAAP, the Company’s net interest margin was 2.99% in the first quarter of 2026, and 2.67% in the first quarter of 2025.


Noninterest Income

Noninterest income increased to $13.7 million in the first quarter of 2026 from $10.5 million in the first quarter of 2025. The increase was driven by the Middlefield acquisition, growth in the wealth lines of business and lower losses on the sale of securities. Service charge income increased to $2.0 million in the first quarter of 2026 compared to $1.8 million in the first quarter of 2025 primarily due to the acquisition. Bank owned life insurance income was $1.5 million in the first quarter of 2026 compared to $810,000 in the first quarter of 2025. Death claims were higher by $416,000 in 2026 compared to 2025 and the addition of Middlefield was primarily responsible for the remaining difference. Trust fees increased to $3.0 million in the first quarter of 2026 from $2.6 million in the first quarter of 2025 as the Company continues to show excellent growth in this business unit. Losses on the sale of securities were $18,000 in the first quarter of 2026, down from a loss of $1.3 million in the first quarter of 2025. The Company restructured $23.8 million of securities at the end of the first quarter of 2025 resulting in the loss realized on the sale. Investment commissions increased $342,000 from the first quarter of 2025 to first quarter of 2026 as the Company continued to add investment representatives to the program. Other mortgage banking income was $477,000 in the first quarter of 2026 compared to $147,000 in the first quarter of 2025. This increase was primarily due to the Company recovering $303,000 of mortgage servicing rights impairment in the first quarter of 2026. Other noninterest income declined to $898,000 in the first quarter of 2026 compared to $1.2 million in the first quarter of 2025 primarily due to lower SBIC income in 2026.

Noninterest Expense

Noninterest expense increased to $37.3 million in the first quarter of 2026 from $28.5 million in the first quarter of 2025 primarily as a result of the Middlefield acquisition and the recognition of $4.0 million in acquisition and core conversion costs in the first quarter of 2026. Salaries and employee benefits increased to $18.5 million in the first quarter of 2026 from $16.2 million in the first quarter of 2025. The increase was primarily driven by annual raises and the acquisition. Occupancy and equipment expense increased by $988,000 in the first quarter of 2026 from the first quarter of 2025 primarily as a result of the acquisition and higher building maintenance costs due to more severe winter weather conditions. FDIC insurance and state and local taxes were $1.6 million in the quarter ended March 31, 2026, an increase of $341,000 from the quarter ending March 31, 2025 due to the acquisition and increased franchise tax due to higher levels of capital year-over-year. Core processing expense increased to $1.8 million in the first quarter of 2026 compared to $1.4 million in the first quarter of 2025. The increase was due to the acquisition and a lower level of service credits in 2026. Other noninterest expense increased by $650,000 to $3.8 million in the first quarter of 2026 primarily as a result of the acquisition and timing issues.

Liquidity

The Company had access to an additional $788.9 million in FHLB borrowing capacity at March 31, 2026, along with $446.6 million in available for sale securities that are available for pledging. The Company’s loan to deposit ratio was 81.1% at March 31, 2026.

About Farmers National Banc Corp.

Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $7.2 billion in banking assets. Farmers National Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 83 banking locations in Ohio and western Pennsylvania, and Farmers Trust Company, which operates trust offices and offers services in the same geographic markets. Total wealth management assets under care at March 31, 2026 are $4.9 billion. Farmers National Insurance, LLC, a wholly-owned subsidiary of The Farmers National Bank of Canfield, offers a variety of insurance products.

Non-GAAP Disclosure

This press release includes disclosures of Farmers’ tangible common equity ratio, return on average tangible assets, return on average tangible equity, net income excluding costs related to acquisition activities and certain items, return on average assets excluding acquisition costs and certain items, return on average equity excluding acquisition costs and certain items, net interest margin excluding acquisition marks and related accretion and PPP interest and fees and efficiency ratio less certain items, which are financial measures not prepared in accordance with generally accepted accounting principles in the United States (GAAP). A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed by GAAP. Farmers believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and Farmers’ marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP. The reconciliations of non-GAAP financial measures to their GAAP equivalents are included in the tables following Consolidated Financial Highlights below.

Cautionary Statements Regarding Forward-Looking Statements

We make statements in this news release and our related investor conference call, and we may from time to time make other statements, that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about Farmers’ financial condition, results of operations, asset quality trends and profitability. Forward-looking statements are not historical facts but instead represent only management’s current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Farmers’ control. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.” Farmers’ actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Factors that could cause Farmers’ actual results to differ materially from those described in certain forward-looking statements include significant changes in near-term local, regional, and U.S. economic conditions including those resulting from continued high rates of inflation, tightening monetary policy of the Board of Governors of the Federal Reserve, U.S. and foreign country tariff policies, and possibility of a recession; and the other factors contained in Farmers’ Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (SEC) and available on Farmers’ website (www.farmersbankgroup.com) and on the SEC’s website (www.sec.gov). Forward-looking statements are not guarantees of future performance and should not be relied upon as representing management’s views as of any subsequent date. Farmers does not undertake any obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.


Farmers National Banc Corp. and Subsidiaries
Consolidated Financial Highlights
(Amounts in thousands, except per share results) Unaudited
Consolidated Statements of Income For the Three Months Ended
March 31, Dec. 31, Sept. 30, June 30, March 31,
2026 2025 2025 2025 2025
Total interest income $67,117 $59,418 $59,366 $57,702 $57,305
Total interest expense 24,549 22,398 23,059 22,781 23,110
Net interest income 42,568 37,020 36,307 34,921 34,195
Provision (credit) for credit losses (1,034) 2,306 1,419 3,548 (204)
Noninterest income 13,688 12,098 11,430 12,122 10,481
System conversion / Acquisition related costs 3,981 925 3,123 0 0
Other expense 33,337 28,153 28,556 27,175 28,526
Income before income taxes 19,972 17,734 14,639 16,320 16,354
Income taxes 3,708 3,096 2,178 2,410 2,776
Net income $16,264 $14,638 $12,461 $13,910 $13,578
Average diluted shares outstanding 44,874 37,705 37,677 37,622 37,626
Basic earnings per share 0.36 0.39 0.33 0.37 0.36
Diluted earnings per share 0.36 0.39 0.33 0.37 0.36
Cash dividends per share 0.17 0.17 0.17 0.17 0.17
Performance Ratios
Net Interest Margin  (Annualized) 3.12% 3.05% 3.00% 2.91% 2.85%
Efficiency Ratio  (Tax equivalent basis) 63.97% 57.11% 62.66% 56.66% 59.60%
Efficiency Ratio  (Tax equivalent basis) excluding core conversion, acquisition costs and other extraordinary items (b) 56.96% 55.00% 56.43% 55.66% 59.57%
Return on Average Assets  (Annualized) 1.11% 1.12% 0.96% 1.08% 1.06%
Return on Average Equity  (Annualized) 11.55% 12.17% 11.26% 13.08% 13.12%
Other Performance Ratios (Non-GAAP)
Return on Average Tangible Assets 1.15% 1.16% 1.00% 1.13% 1.10%
Return on Average Tangible Equity 18.13% 19.90% 19.46% 23.37% 24.02%
Consolidated Statements of Financial Condition
March 31, Dec. 31, Sept. 30, June 30, March 31,
2026 2025 2025 2025 2025
Assets
Cash and cash equivalents $186,083 $92,357 $92,345 $90,740 $113,256
Debt securities available for sale 1,484,198 1,343,457 1,301,766 1,274,899 1,281,413
Other investments 54,858 45,397 44,245 42,410 40,334
Loans held for sale 1,919 1,516 4,975 2,174 2,973
Loans 4,800,064 3,304,713 3,337,780 3,303,359 3,251,391
Less allowance for credit losses 54,684 36,811 39,528 38,563 35,549
Net Loans 4,745,380 3,267,902 3,298,252 3,264,796 3,215,842
Other assets 703,038 495,241 493,992 503,409 503,222
Total Assets $7,175,476 $5,245,870 $5,235,575 $5,178,428 $5,157,040
Liabilities and Stockholders' Equity
Deposits
Noninterest-bearing $1,334,021 $994,122 $994,604 $995,865 $979,142
Interest-bearing 4,587,364 3,348,656 3,405,911 3,325,564 3,342,182
Brokered time deposits 0 0 0 74,988 159,964
Total deposits 5,921,385 4,342,778 4,400,515 4,396,417 4,481,288
Other interest-bearing liabilities 435,108 367,733 321,581 289,428 188,275
Other liabilities 52,093 49,634 47,530 54,835 58,343
Total liabilities 6,408,586 4,760,145 4,769,626 4,740,680 4,727,906
Stockholders' Equity 766,890 485,725 465,949 437,748 429,134
Total Liabilities
and Stockholders' Equity $7,175,476 $5,245,870 $5,235,575 $5,178,428 $5,157,040
Period-end shares outstanding 59,215 37,653 37,647 37,642 37,615
Book value per share $12.95 $12.90 $12.38 $11.63 $11.41
Tangible book value per share (Non-GAAP)* 7.74 7.98 7.44 6.67 6.42
* Tangible book value per share is calculated by dividing tangible common equity by outstanding shares

For the Three Months Ended
March 31, Dec. 31, Sept. 30, June 30, March 31,
Capital and Liquidity 2026 2025 2025 2025 2025
Common Equity Tier 1 Capital Ratio (a) 11.77% 12.02% 11.62% 11.56% 11.44%
Total Risk Based Capital Ratio (a) 14.72% 15.46% 15.08% 15.04% 14.87%
Tier 1 Risk Based Capital Ratio (a) 12.27% 12.51% 12.10% 12.05% 11.92%
Tier 1 Leverage Ratio (a) 8.92% 8.92% 8.75% 8.67% 8.52%
Equity to Asset Ratio 10.69% 9.26% 8.90% 8.45% 8.32%
Tangible Common Equity Ratio (b) 6.68% 5.94% 5.54% 5.03% 4.86%
Net Loans to Assets 66.13% 62.29% 63.00% 63.05% 62.36%
Loans to Deposits 81.06% 76.10% 75.85% 75.14% 72.55%
Asset Quality
Non-performing loans $59,854 $26,215 $35,344 $27,819 $20,724
Non-performing assets 59,977 26,370 35,519 28,052 20,902
Loans 30 - 89 days delinquent 14,700 16,947 16,083 17,727 11,192
Charged-off loans 729 5,192 869 748 698
Recoveries 285 295 333 176 362
Net Charge-offs 444 4,897 536 572 336
Annualized Net Charge-offs to Average Net Loans 0.05% 0.59% 0.07% 0.07% 0.04%
Allowance for Credit Losses to Total Loans 1.14% 1.11% 1.18% 1.17% 1.09%
Non-performing Loans to Total Loans 1.25% 0.79% 1.06% 0.84% 0.64%
Loans 30 - 89 Days Delinquent to Total Loans 0.31% 0.51% 0.48% 0.54% 0.34%
Allowance to Non-performing Loans 91.36% 140.42% 111.84% 138.62% 171.54%
Non-performing Assets to Total Assets 0.84% 0.50% 0.68% 0.54% 0.41%
(a) September 30, 2025 ratio is estimated
(b) This is a non-GAAP financial measure.  A reconciliation to GAAP is shown below
For the Three Months Ended
March 31, Dec. 31, Sept. 30, June 30, March 31,
End of Period Loan Balances 2026 2025 2025 2025 2025
Commercial real estate $2,078,421 $1,398,116 $1,428,583 $1,385,162 $1,370,661
Commercial 591,406 340,224 351,213 363,009 336,600
Residential real estate 1,219,766 850,300 850,112 849,443 846,639
HELOC 349,656 181,544 176,609 171,312 161,991
Consumer 265,136 257,795 251,557 253,363 257,310
Agricultural loans 284,014 265,565 269,025 270,599 267,737
Total, excluding net deferred loan costs $4,788,399 $3,293,544 $3,327,099 $3,292,888 $3,240,938
For the Three Months Ended
March 31, Dec. 31, Sept. 30, June 30, March 31,
End of Period Customer Deposit Balances 2026 2025 2025 2025 2025
Noninterest-bearing demand $1,334,021 $994,122 $994,604 $995,866 $979,142
Interest-bearing demand 1,698,780 1,377,520 1,443,422 1,388,596 1,468,424
Money market 1,395,660 795,631 761,788 748,770 718,083
Savings 576,089 408,743 410,165 416,795 416,162
Certificate of deposit 916,835 766,762 790,536 771,403 739,512
Total customer deposits $5,921,385 $4,342,778 $4,400,515 $4,321,430 $4,321,323
Memo: Public funds included in above numbers $1,056,571 $773,896 $867,253 $801,561 $873,200
For the Three Months Ended
March 31, Dec. 31, Sept. 30, June 30, March 31,
Noninterest Income 2026 2025 2025 2025 2025
Service charges on deposit accounts $1,966 $1,831 $1,874 $1,749 $1,758
Bank owned life insurance income, including death benefits 1,492 891 852 832 810
Trust fees 3,030 3,079 2,745 2,596 2,641
Insurance agency commissions 1,683 1,567 1,395 1,828 1,741
Security gains (losses), including fair value changes for equity securities (18) (7) (927) 36 (1,313)
Retirement plan consulting fees 886 1,009 1,060 783 798
Investment commissions 871 706 658 721 529
Net gains on sale of loans 380 436 559 329 326
Other mortgage banking fee income (loss), net 477 106 192 27 147
Debit card and EFT fees 2,023 1,956 2,068 2,017 1,866
Other noninterest income 898 523 954 1,204 1,178
Total Noninterest Income $13,688 $12,097 $11,430 $12,122 $10,481

For the Three Months Ended
March 31, Dec. 31, Sept. 30, June 30, March 31,
Noninterest Expense 2026 2025 2025 2025 2025
Salaries and employee benefits $18,511 $15,397 $15,992 $14,722 $16,166
Occupancy and equipment 5,126 4,456 4,370 4,119 4,138
FDIC insurance and state and local taxes 1,603 925 1,212 1,262 1,262
Professional fees 1,112 1,179 990 1,026 1,196
System conversion / Merger related costs 3,981 925 3,123 0 0
Advertising 544 449 466 454 456
Intangible amortization 865 711 718 735 735
Core processing charges 1,750 1,391 1,412 1,401 1,397
Other noninterest expenses 3,826 3,646 3,396 3,456 3,176
Total Noninterest Expense $37,318 $29,079 $31,679 $27,175 $28,526

Average Balance Sheets and Related Yields and Rates
(Dollar Amounts in Thousands)
Three Months Ended
March 31, 2025
YIELD/ AVERAGE YIELD/
RATE (1) BALANCE RATE (1)
EARNING ASSETS
Loans (2) 5.80% 3,261,908 5.74%
Taxable securities 2.64 1,135,580 2.50
Tax-exempt securities (2) 3.38 377,078 3.17
Other investments 5.89 44,170 4.90
Federal funds sold and other 2.65 73,575 2.77
Total earning assets 4.89 4,892,311 4.74
Nonearning assets 226,456
Total assets 5,118,767
INTEREST-BEARING LIABILITIES
Time deposits 3.27% 733,406 3.62%
Brokered time deposits 0.00 143,393 4.29
Savings deposits 1.75 1,115,259 1.44
Demand deposits - interest bearing 2.02 1,377,522 2.19
Total interest-bearing deposits 2.18 3,369,580 2.34
Short term borrowings 3.77 218,444 4.43
Long term borrowings 4.37 86,209 4.53
Total borrowed funds 3.89 304,653 4.45
Total interest-bearing liabilities 2.35 3,674,233 2.52
NONINTEREST-BEARING LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits - noninterest bearing 977,619
Other liabilities 52,894
Stockholders' equity 414,021
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 5,118,767
Net interest income and interest rate spread 2.54% 2.22%
Net interest margin 3.12% 2.85%
(1) Interest and yields are calculated on a tax-equivalent basis where applicable.
(2) For 2025, adjustments of 110,000 and 523,000, respectively, were made to tax equate income on tax exempt loans and tax exempt securities.  For 2024, adjustments of 71,000 and 536,000, respectively, were made to tax equate income on tax exempt loans and tax exempt securities. These adjustments were based on a marginal federal income tax rate of 21%, less disallowances.

All values are in US Dollars.


Reconciliation of Total Assets to Tangible Assets For the Three Months Ended
March 31, Dec. 31, Sept. 30, June 30, March 31,
2026 2025 2025 2025 2025
Total Assets $7,175,476 $5,245,870 $5,235,575 $5,178,428 $5,157,040
Less Goodwill and other intangibles 308,463 185,301 186,013 186,731 187,466
Tangible Assets $6,867,013 $5,060,569 $5,049,562 $4,991,697 $4,969,574
Average Assets 5,862,096 5,225,497 5,178,998 5,132,661 5,118,767
Less average Goodwill and other intangibles 204,198 186,844 186,479 187,209 187,947
Average Tangible Assets $5,657,898 $5,038,653 $4,992,519 $4,945,452 $4,930,820
Reconciliation of Common Stockholders' Equity to Tangible Common Equity For the Three Months Ended
March 31, Dec. 31, Sept. 30, June 30, March 31,
2026 2025 2025 2025 2025
Stockholders' Equity $766,890 $485,725 $465,949 $437,748 $429,134
Less Goodwill and other intangibles 308,463 185,301 186,013 186,731 187,466
Tangible Common Equity $458,427 $300,424 $279,936 $251,017 $241,668
Average Stockholders' Equity 563,048 481,061 442,556 425,249 414,021
Less average Goodwill and other intangibles 204,198 186,844 186,479 187,209 187,947
Average Tangible Common Equity $358,850 $294,217 $256,077 $238,040 $226,074
Reconciliation of Net Income, Less Merger and Certain Items For the Three Months Ended
March 31, Dec. 31, Sept. 30, June 30, March 31,
2026 2025 2025 2025 2025
Net income $16,264 $14,638 $12,461 $13,910 $13,578
System conversion / Acquisition related costs - after tax 3,730 398 2,467 0 0
Net loss (gain) on asset/security sales - after tax 22 113 760 (137) 1,056
Net income - Adjusted $20,016 $15,149 $15,688 $13,773 $14,634
Diluted EPS excluding merger and certain items $0.45 $0.40 $0.42 $0.37 $0.39
Return on Average Assets excluding system conversion, merger and certain items (Annualized) 1.37% 1.16% 1.21% 1.07% 1.14%
Return on Average Equity excluding system conversion, merger and certain items  (Annualized) 14.22% 12.60% 14.18% 12.96% 14.14%
Return on Average Tangible Equity excluding system conversion, merger costs and certain items (Annualized) 22.31% 20.60% 24.51% 23.14% 25.89%
Efficiency ratio excluding certain items For the Three Months Ended
March 31, Dec. 31, Sept. 30, June 30, March 31,
2026 2025 2025 2025 2025
Net interest income, tax equated $43,295 $37,653 $36,940 $35,554 $34,837
Noninterest income 13,688 12,097 11,430 12,122 10,481
Net loss (gain) on asset/security sales 28 143 962 (173) 1,337
Net interest income and noninterest income adjusted 57,011 49,893 49,332 47,503 46,655
Noninterest expense less intangible amortization 36,453 28,368 30,961 26,440 27,791
System conversion / Acquisition related costs 3,981 925 3,123 0 0
Noninterest expense adjusted 32,472 27,443 27,838 26,440 27,791
Efficiency ratio excluding certain items 56.96% 55.00% 56.43% 55.66% 59.57%
Net interest margin excluding acquisition marks and PPP interest and fees For the Three Months Ended
March 31, Dec. 31, Sept. 30, June 30, March 31,
2026 2025 2025 2025 2025
Net interest income, tax equated $ 43,295 $ 37,653 $ 36,940 $ 35,554 $ 34,837
Acquisition marks 1,817 1,894 1,677 1,731 2,151
PPP interest and fees 0 0 0 0 0
Adjusted and annualized net interest income 165,912 143,036 141,052 135,292 130,744
Average earning assets 5,546,319 4,937,016 4,922,275 4,886,771 4,892,311
Less PPP average balances 69 87 89 95 105
Adjusted average earning assets 5,546,250 4,936,929 4,922,186 4,886,676 4,892,206
Net interest margin excluding marks and PPP interest and fees 2.99% 2.90% 2.87% 2.77% 2.67%

Image Exhibit

Exhibit 99.2

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