8-K

ISABELLA BANK CORP (ISBA)

8-K 2025-07-24 For: 2025-07-24
View Original
Added on April 07, 2026

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): July 24, 2025

ISABELLA BANK CORPORATION

(Exact name of registrant as specified in its charter)

Michigan 000-18415 38-2830092
(State or other jurisdiction<br>of incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.) 401 North Main Street Mt. Pleasant Michigan 48858-1649
--- --- --- ---
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (989) 772-9471

Not Applicable

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

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

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.l4a-l2) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.l4d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.l3e-4(c)) | | --- | --- |

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

Title of each class Trading<br>Symbol(s) Name of each exchange on which registered
Common stock, no par value per share ISBA The Nasdaq Stock Market LLC

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. ☐

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On July 24, 2025, Isabella Bank Corporation issued a press release announcing its financial results for the quarter ended June 30, 2025.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor will any of such information be deemed incorporated by reference into any filing made by the registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit<br>No. Description
99.1 Press release issuedearningsrelease_20250630xe.htmbyIsabella Bank Corporation, datedJuly 24, 2025
104 Cover page interactive data file - the cover page XBRL tags are 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.

ISABELLA BANK CORPORATION
Dated: July 24, 2025 By: /s/ William M. Schaefer
William M. Schaefer, CFO

Document

Exhibit 99.1

logoa.jpg

Isabella Bank Corporation Reports Second Quarter 2025 Results

MT. PLEASANT, MICHIGAN — July 24, 2025 — Isabella Bank Corporation (Nasdaq: ISBA) (“Isabella” or the “Company”) reported second quarter 2025 net income of $5.0 million, or $0.68 per diluted share, compared to $3.5 million, or $0.46 per diluted share, in the same quarter of 2024. Core net income (non-GAAP) in the second quarter of 2025 totaled $4.1 million, or $0.55 per diluted share, compared to $3.5 million, or $0.46 per diluted share, for the same quarter of 2024.

SECOND QUARTER 2025 HIGHLIGHTS (as of or for the three months ended June 30, 2025, compared to the second quarter of 2024, unless otherwise noted)

•Return on average assets (ROA) of 0.96%, up from 0.68%; core ROA (non-GAAP) of 0.79%, up from 0.68%

•Total loan growth from the first quarter of 2025 of 9%, annualized

•Total deposit growth from the first quarter of 2025 of 11%, annualized

•Net interest margin, fully taxable equivalent ("NIM") (non-GAAP) of 3.14%, up from 2.82%

•Noninterest income up 4% from the first quarter of 2025

•Nonperforming loans to total loans of 0.09%

“It was a very good second quarter with improvements across most of our performance metrics," said Isabella's Chief Executive Officer, Jerome Schwind. "Our financial performance centered on growth in NIM, loans, and deposits.

"NIM increased as expected, expanding 8 basis points over the prior quarter with earning assets continuing to reprice on stable cost of funds. Loan growth was driven by the commercial loan portfolio, based on our pipeline in the first quarter and the continued concentrated efforts in this business line. The increase in total deposits was highlighted by an $89 million increase in non-maturity deposits, which mostly was due to a large deposit from a not-for-profit entity that is expected to be used by the customer by the end of the year. While short-term, this deposit is another example of our strong relationships with the communities we serve. As previously announced, the Bank also recovered the entire overdraft charge-off that occurred during the third quarter of 2024. This recovery positively affected the provision for credit losses for the quarter.

“Our teams continue to focus on the profitability of our operations and initiatives to enhance and grow non-interest income, and I am proud of their dedication throughout this process," Schwind said. "Our teams embrace our culture and are focused on serving our customers and building and executing our strategy.

“Since uplisting to the Nasdaq in May, our stock volume has increased significantly," Schwind added. "We view our higher stock price as an expanded source of potential currency and opportunity for further growth. As always, building shareholder value remains our focus, with strong earnings, share repurchases and continued dividends.”

FINANCIAL CONDITION (as of or for the three months ended June 30, 2025, compared to March 31, 2025, unless otherwise noted)

Total assets were $2.2 billion, up $53.6 million, primarily due to an increase of $33.9 million in interest bearing cash balances and an increase of $29.8 million in core loans, which excludes advances to mortgage brokers (non-GAAP), partially offset by a $16.4 million decline in gross securities.

Available-for-sale ("AFS") securities at fair value were $501 million, decreasing $12.5 million at the end of second quarter 2025. The decline was driven by amortization and maturities of $26.8 million, partially offset by purchases totaling $10.6 million. Net unrealized losses on securities totaled $17.6 million, compared to $21.5 million at the end of the first quarter of 2025. Net unrealized losses as a percentage of total AFS securities decreased to 3% from 4% at the end of the first quarter of 2025, primarily due to the treasury portfolio rapidly approaching maturity. The par value and corresponding book yields that are estimated to mature or pay off by year include: $28.2 million in principal with a weighted-average book yield of 2.36% over the remainder of 2025; $217.4 million at 1.17% in 2026; and $63.0 million at 1.87% in 2027. Some of these securities amortize and actual principal paydown may differ from the estimates in this press release.

Total loans were $1.4 billion at the end of the second quarter, increasing $29.8 million from growth in core loans (non-GAAP) led by commercial and residential loans. Commercial loans, excluding advances to mortgage brokers, increased $23.1 million, or 10.3% on an annualized basis. The outsized growth is primarily the result of closing several loans that were originally expected to close in the first quarter, along with executing on our pipeline that was robust going into the second quarter 2025. While our commercial pipeline is strong at the beginning of the third quarter, future loan growth could be lower due to changes in timing and funding, customer demand, and overall economic conditions. Residential mortgages increased $11.3 million mostly due to drawdowns on construction loans and an increase in originations that are both associated with seasonal patterns. Loan growth during the quarter was partially offset by a decline in the agricultural and consumer loan portfolios that continue to roll off amid decreasing demand.

The allowance for credit losses increased $242 thousand to $13.0 million as of June 30, 2025. The increase reflects core loan growth during the period and changes in historical loss rates. Nonaccrual loan balances increased $991 thousand to $1.2 million, primarily due to the downgrade of one unique commercial real estate loan to nonaccrual status during the quarter. Past due and accruing accounts between 30 to 89 days, as a percentage of total loans, was 0.08% compared to 0.41% at the end of first quarter 2025.

Total deposits were $1.85 billion, increasing $51.5 million, at the end of the second quarter. The growth was driven by demand deposits, which increased $89.3 million, primarily due to one customer with large deposits during the second quarter that is expected to be withdrawn by the customer by the end of they year. Consumer demand for retail certificates of deposit accounts continues based on the current elevated market interest rate environment, resulting in a $5.7 million increase during the period. Money market and interest-bearing demand deposits led to a $26.3 million and $20.6 million decline in deposits, respectively, as a result of seasonal trends.

Tangible book value per share (non-GAAP) was $23.39 as of June 30, 2025, compared to $22.58. Net unrealized losses on AFS securities reduced tangible book value per share by $1.90 and $2.30 for the respective periods. Share repurchases totaled 57,824 during the second quarter for an aggregate purchase price of approximately $1.5 million at an average per share purchase price of approximately $26.03.

RESULTS OF OPERATIONS (June 30, 2025 to June 30, 2024 quarterly comparison, unless otherwise noted)

NIM was 3.14%, an increase from 3.06% in the first quarter 2025 and from 2.82% in the second quarter of 2024. The book yield from securities was 2.38% and 2.17% during the second quarters of 2025 and 2024, respectively. The yield on loans expanded to 5.71% in the second quarter, up from 5.50% in the same quarter of 2024. The expansion in loan yields was a result of higher interest rates on new loans and variable rate commercial loans that continue to reprice. At the end of the second quarter, approximately 38% of commercial loans were fixed at rates lower than current market rates, and the majority will contractually reprice to variable rates over the next four years. Cost of interest-bearing liabilities was 2.24%, decreasing from 2.26% in the previous quarter and from 2.38% in the second quarter of 2024, primarily due to reductions to rates in the money market and certificate of deposit products. NIM is expected to continue to expand as loans reprice and the cost of interest-bearing liabilities stabilizes.

The provision for credit losses in the second quarter 2025 was a credit of $1.1 million, which reflects net recoveries totaling $1.4 million, offset by the $242 thousand change in the allowance for credit losses on loans and an increase in the reserve for unfunded commitments. Recoveries of $1.6 million during the quarter were related to

overdrawn deposit accounts from a single customer that were charged off during the third quarter of 2024. The provision for loan losses in the same period of 2024 was $170 thousand, reflecting growth in core loans and unfunded commitments.

The Company continues to closely monitor credit quality in light of the continued economic uncertainty caused by, among other factors, the prolonged elevated interest rate environment, stronger than expected employment data in recent periods, continued uncertainty regarding U.S. trade and tariff policy and the lingering inflationary pressures, and the risk of the resurgence of elevated levels of inflation, in the United States and our market areas. Accordingly, additional provisions for credit losses may be necessary in future periods.

Noninterest income was $3.7 million in the second quarter of 2025 compared to $3.6 million for the same quarter of 2024. Service charges and fees increased $48 thousand because of profitability initiatives designed to increase fee income. Earnings on bank-owned life insurance ("BOLI") policies increased $47 thousand over the prior year quarter due to new investments in a separate account BOLI, which was offset in part by a one-time expense of $120 thousand due to restructuring charges. Wealth management fees grew $36 thousand due to growth in assets under management ("AUM") as compared to the second quarter of 2024. AUM totaled $679 million, $657 million and $648 million as of June 30, 2025, March 31, 2025, and June 30, 2024, respectively.

Noninterest expenses were $13.7 million in the second quarter 2025 compared to $12.9 million in the same quarter of 2024. The change mostly was due to higher compensation and benefit expenses totaling $526 thousand, which reflect annual merit increases in 2025, incentives, and higher medical insurance claims compared to the second quarter of 2024. Professional services included $173 thousand in fees related to profitability initiative costs and $47 thousand in legal fees related to our Nasdaq uplisting.

About Isabella Bank Corporation

Isabella Bank Corporation (Nasdaq: ISBA) is the parent holding company of Isabella Bank, a state-chartered community bank headquartered in Mt. Pleasant, Michigan. Isabella Bank was established in 1903 and has been committed to serving its customers' and communities' local banking needs for over 120 years. The Bank offers personal and commercial lending and deposit products, as well as investment, trust, and estate planning services. The Bank has locations throughout eight Mid-Michigan counties: Bay, Clare, Gratiot, Isabella, Mecosta, Midland, Montcalm, and Saginaw.

For more information about Isabella Bank Corporation, visit the Investor Relations link at www.isabellabank.com.

Contact

Lori Peterson, Director of Marketing

Phone: 989-779-6333 Fax: 989-775-5501

Available Information

The Company maintains an Internet web site at ir.isabellabank.com/overview. The Company makes available, free of charge, on its web site the Company’s annual reports, quarterly earnings reports, and other press releases.

The Company routinely posts important information for investors on its website (www.isabellabank.com and, more specifically, under the News tab at ir.isabellabank.com/news). The Company intends to use its web site as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD (Fair Disclosure) promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, investors should monitor the Company’s web site, in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.

The information contained on, or that may be accessed through, the Company’s website is not incorporated by reference into, and is not a part of, this document.

Forward-Looking Statements

Information in this press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended and Rule 3b-6 promulgated thereunder. We intend such forward looking statements to be covered by the safe harbor provisions for forward looking statements contained in the Private Securities Litigation Reform Act of 1995, and are included in this statement for purposes of these safe harbor provisions. Forward-looking statements generally relate to losses, impact of events, financial condition, plans, objectives, outlook for earnings, revenues, expenses, capital and liquidity levels and ratios, asset levels, asset quality, financial position, and other matters regarding or affecting the Company and its future business and operations. Forward-looking statements are typically identified by words or phrases such as “will likely result”, “expect”, “could”, “may”, “plan”, “believe”, “estimate”, “anticipate”, “strategy”, “trend”, “forecast”, “outlook”, “project”, “intend”, “assume”, “outcome”, “continue”, “remain”, “potential”, “opportunity”, “current”, “position”, “maintain”,

“sustain”, “seek”, “achieve” and variations of such words and similar expressions, or future or conditional verbs such as will, would, should, could or may. These forward-looking statements are based on current information and/or management’s good faith belief as to future events. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Therefore, the Company can give no assurance that the results contemplated in the forward-looking statements will be realized. Additional information regarding risks and uncertainties to which the Company’s business and future financial performance are subject is contained in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q on file with the SEC, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of such documents, and other documents the Company files or furnishes with the SEC from time to time, which are available on the SEC’s website, www.sec.gov. Due to these and other possible uncertainties and risks, the Company cautions you not to unduly rely on forward-looking statements. The inclusion of this forward-looking information should not be construed as a representation by the Company or any person that the future events, plans or expectations contemplated by the Company will be achieved. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Any forward-looking statement speaks only as to the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect developments occurring after the statement is made, except as required by law. All forward-looking statements, express or implied, included in the press release are qualified in their entirety by this cautionary statement.

Non-GAAP Financial Measures

Some of the financial measures included in this press release are not measures of financial performance recognized in accordance with generally accepted accounting principles in the United States (“GAAP”). The Company believes these non-GAAP financial measures provide both management and investors a more complete understanding of the Company’s financial position and performance. These non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP financial measures.

We classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Not all companies use the same calculation of these measures; therefore, this presentation may not be comparable to other similarly titled measures as presented by other companies.

A reconciliation of non-GAAP financial measures to GAAP financial measures is provided at the end of this press release.

Table Index Consolidated Financial Schedules (Unaudited)
A Selected Financial Data
B Consolidated Balance Sheets - Quarterly Trend
C Consolidated Statements of Income
D Consolidated Statements of Income - Quarterly Trend
E Average Yields and Costs
F Average Balances
G Asset Quality Analysis
H Consolidated Loan and Deposit Analysis
I Reconciliation of Non-GAAP Financial Measures

SELECTED FINANCIAL DATA (UNAUDITED)

(Dollars in thousands except per share amounts and ratios)

The following table outlines selected financial data as of, and for the three-month periods ended:

Three Months Ended
June 30<br>2025 March 31<br>2025 December 31<br>2024 September 30<br>2024 June 30<br>2024
PER SHARE
Basic earnings $ 0.68 $ 0.53 $ 0.54 $ 0.44 $ 0.47
Diluted earnings 0.68 0.53 0.54 0.44 0.46
Core diluted earnings (1) 0.55 0.57 0.52 0.61 0.46
Dividends 0.28 0.28 0.28 0.28 0.28
Book value (2) 29.95 29.10 28.32 28.63 27.06
Tangible book value (1) (2) 23.39 22.58 21.82 22.14 20.60
Market price (2) 30.15 23.59 25.99 21.21 18.20
Common shares outstanding (2) (3) 7,361,684 7,408,010 7,424,893 7,438,720 7,474,016
Average number of diluted common shares outstanding (3) 7,398,109 7,432,162 7,451,718 7,473,184 7,494,828
PERFORMANCE RATIOS
Return on average total assets 0.96 % 0.77 % 0.76 % 0.62 % 0.68 %
Core return on average total assets (1) 0.79 % 0.83 % 0.74 % 0.87 % 0.68 %
Return on average shareholders' equity 9.19 % 7.48 % 7.47 % 6.26 % 6.97 %
Core return on average shareholders' equity (1) 7.48 % 8.05 % 7.29 % 8.70 % 6.96 %
Return on average tangible shareholders' equity (1) 11.78 % 9.65 % 9.66 % 8.15 % 9.19 %
Core return on average tangible shareholders' equity (1) 9.59 % 10.40 % 9.43 % 11.32 % 9.17 %
Net interest margin yield (fully taxable equivalent) (1) 3.14 % 3.06 % 2.98 % 2.96 % 2.82 %
Efficiency ratio (1) 70.53 % 71.73 % 71.08 % 72.30 % 73.93 %
Gross loan to deposit ratio (2) 75.57 % 76.07 % 81.48 % 79.93 % 80.22 %
Shareholders' equity to total assets (2) 10.23 % 10.25 % 10.08 % 10.11 % 9.82 %
Tangible shareholders' equity to tangible assets (1) (2) 8.17 % 8.14 % 7.95 % 8.00 % 7.65 %
ASSETS UNDER MANAGEMENT
Wealth assets under management (2) 678,959 656,617 658,042 679,858 647,850
ASSET QUALITY
Nonaccrual loans (2) 1,164 173 282 547 994
Foreclosed assets (2) 667 649 544 546 629
Net loan charge-offs (recoveries) (1,432) (52) 102 1,359 393
Net loan charge-offs (recoveries) to average loans outstanding (0.10) % 0.00 % 0.01 % 0.10 % 0.03 %
Nonperforming loans to gross loans (2) 0.09 % 0.01 % 0.02 % 0.04 % 0.07 %
Nonperforming assets to total assets (2) 0.09 % 0.04 % 0.04 % 0.06 % 0.08 %
Allowance for credit losses to gross loans (2) 0.93 % 0.93 % 0.91 % 0.89 % 0.95 %
CAPITAL RATIOS (2)
Tier 1 leverage 9.04 % 8.96 % 8.86 % 8.77 % 8.83 %
Common equity tier 1 capital 12.46 % 12.58 % 12.21 % 12.08 % 12.37 %
Tier 1 risk-based capital 12.46 % 12.58 % 12.21 % 12.08 % 12.37 %
Total risk-based capital 15.34 % 15.50 % 15.06 % 14.90 % 15.29 %

(1) Non-GAAP financial measure; refer to the Reconciliation of Non-GAAP Financial Measures (Unaudited) in table I

(2) At end of period

(3) Whole shares

A

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands)

June 30<br>2025 March 31<br>2025 December 31<br>2024 September 30<br>2024 June 30<br>2024
ASSETS
Cash and demand deposits due from banks $ 34,246 $ 28,786 $ 22,830 $ 27,019 $ 22,690
Fed Funds sold and interest bearing balances due from banks 74,308 40,393 1,712 359 869
Total cash and cash equivalents 108,554 69,179 24,542 27,378 23,559
Available-for-sale securities, at fair value 500,560 513,040 489,029 506,806 505,646
Federal Home Loan Bank stock 5,600 5,600 12,762 12,762 12,762
Mortgage loans held-for-sale 55 127 242 504 637
Loans 1,397,513 1,367,724 1,423,571 1,424,283 1,381,636
Less allowance for credit losses 12,977 12,735 12,895 12,635 13,095
Net loans 1,384,536 1,354,989 1,410,676 1,411,648 1,368,541
Premises and equipment 28,171 28,108 27,659 27,674 27,843
Cash surrender value of bank-owned life insurance policies 45,774 45,833 34,882 34,625 34,382
Goodwill and other intangible assets 48,282 48,282 48,283 48,283 48,283
Other assets 34,636 37,429 38,166 37,221 38,486
Total assets $ 2,156,168 $ 2,102,587 $ 2,086,241 $ 2,106,901 $ 2,060,139
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Demand deposits $ 493,477 $ 404,194 $ 416,373 $ 421,493 $ 412,193
Interest bearing demand deposits 223,376 243,939 237,548 228,902 232,660
Money market deposits 446,845 473,138 423,883 471,745 429,150
Savings 289,746 286,399 281,665 276,095 279,847
Certificates of deposit 395,932 390,239 387,591 383,597 368,449
Total deposits 1,849,376 1,797,909 1,747,060 1,781,832 1,722,299
Short-term borrowings 43,208 47,310 53,567 52,434 44,194
Federal Home Loan Bank advances 30,000 15,000 45,000
Subordinated debt, net of unamortized issuance costs 29,469 29,447 29,424 29,402 29,380
Total borrowed funds 72,677 76,757 112,991 96,836 118,574
Other liabilities 13,615 12,365 15,914 15,248 17,017
Total liabilities 1,935,668 1,887,031 1,875,965 1,893,916 1,857,890
Shareholders’ equity
Common stock 124,607 125,547 126,224 125,218 126,126
Shares to be issued for deferred compensation obligations 2,331 2,508 2,383 3,981 3,951
Retained earnings 107,949 104,940 103,024 101,065 99,808
Accumulated other comprehensive income (loss) (14,387) (17,439) (21,355) (17,279) (27,636)
Total shareholders’ equity 220,500 215,556 210,276 212,985 202,249
Total liabilities and shareholders' equity $ 2,156,168 $ 2,102,587 $ 2,086,241 $ 2,106,901 $ 2,060,139

B

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Dollars in thousands except per share amounts)

Six Months Ended <br> June 30
2025 2024
Interest income
Loans $ 39,180 $ 36,920
Available-for-sale securities 5,675 5,688
Federal Home Loan Bank stock 285 304
Federal funds sold and other 735 556
Total interest income 45,875 43,468
Interest expense
Deposits 14,854 14,476
Short-term borrowings 665 642
Federal Home Loan Bank advances 170 1,026
Subordinated debt 532 532
Total interest expense 16,221 16,676
Net interest income 29,654 26,792
(Reversal of) provision for credit losses (1,206) 562
Net interest income after provision for credit losses 30,860 26,230
Noninterest income
Service charges and fees 4,045 3,956
Wealth management fees 2,063 1,987
Earnings on bank-owned life insurance policies 672 496
Net gain on sale of mortgage loans 77 101
Other 357 536
Total noninterest income 7,214 7,076
Noninterest expenses
Compensation and benefits 14,879 13,985
Occupancy and equipment 5,250 5,325
Other professional services 1,574 1,040
ATM and debit card fees 1,041 956
Marketing 928 851
FDIC insurance premiums 570 532
Other losses 454 561
Other 2,348 2,321
Total noninterest expenses 27,044 25,571
Income before income tax expense 11,030 7,735
Income tax expense 2,050 1,123
Net income $ 8,980 $ 6,612
Earnings per common share
Basic $ 1.21 $ 0.88
Diluted 1.21 0.88
Cash dividends per common share 0.56 0.56

C

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Dollars in thousands except per share amounts)

Three Months Ended
June 30<br>2025 March 31<br>2025 December 31<br>2024 September 30<br>2024 June 30<br>2024
Interest income
Loans $ 19,832 $ 19,348 $ 20,145 $ 20,230 18,863
Available-for-sale securities 3,032 2,643 2,656 2,749 2,804
Federal Home Loan Bank stock 125 160 168 168 158
Federal funds sold and other 253 482 200 194 263
Total interest income 23,242 22,633 23,169 23,341 22,088
Interest expense
Deposits 7,391 7,463 7,583 7,631 7,313
Short-term borrowings 324 341 413 384 321
Federal Home Loan Bank advances 132 38 352 571 638
Subordinated debt 266 266 266 267 266
Total interest expense 8,113 8,108 8,614 8,853 8,538
Net interest income 15,129 14,525 14,555 14,488 13,550
(Reversal of) provision for credit losses (1,099) (107) 376 946 170
Net interest income after provision for credit losses 16,228 14,632 14,179 13,542 13,380
Noninterest income
Service charges and fees 2,071 1,974 2,186 2,133 2,023
Wealth management fees 1,084 979 1,051 1,003 1,048
Earnings on bank-owned life insurance policies 300 372 259 252 253
Net gain on sale of mortgage loans 47 30 75 37 67
Other 184 173 401 103 217
Total noninterest income 3,686 3,528 3,972 3,528 3,608
Noninterest expenses
Compensation and benefits 7,496 7,383 7,340 7,251 6,970
Occupancy and equipment 2,650 2,600 2,554 2,645 2,619
Other professional services 863 711 584 588 527
ATM and debit card fees 555 486 516 503 487
Marketing 469 459 458 403 425
FDIC insurance premiums 267 303 309 291 280
Other losses 339 115 209 347 416
Other 1,106 1,242 1,360 1,200 1,171
Total noninterest expenses 13,745 13,299 13,330 13,228 12,895
Income before income tax expense 6,169 4,861 4,821 3,842 4,093
Income tax expense 1,138 912 825 561 612
Net income $ 5,031 $ 3,949 $ 3,996 $ 3,281 $ 3,481
Earnings per common share
Basic $ 0.68 $ 0.53 $ 0.54 $ 0.44 $ 0.47
Diluted 0.68 0.53 0.54 0.44 0.46
Cash dividends per common share 0.28 0.28 0.28 0.28 0.28

D

AVERAGE YIELDS AND COSTS (UNAUDITED)

The following schedules present yield and daily average amounts outstanding for each major category of interest earning assets, nonearning assets, interest bearing liabilities, and noninterest bearing liabilities. For analytical purposes, interest income is reported on a fully taxable equivalent (FTE) basis using a federal income tax rate of 21%. Federal Reserve Bank restricted equity holdings are included in other interest earning assets.

Three Months Ended
June 30<br>2025 March 31<br>2025 December 31<br>2024 September 30<br>2024 June 30<br>2024
INTEREST EARNING ASSETS
Loans (1) 5.71 % 5.71 % 5.66 % 5.72 % 5.50 %
Available-for-sale securities 2.38 % 2.20 % 2.15 % 2.17 % 2.17 %
Federal Home Loan Bank stock 8.94 % 5.82 % 5.25 % 5.26 % 4.97 %
Fed funds sold 3.83 % 4.32 % 4.54 % 5.36 % 5.30 %
Other 4.92 % 4.06 % 4.94 % 5.18 % 7.38 %
Total interest earning assets 4.81 % 4.75 % 4.72 % 4.75 % 4.59 %
INTEREST BEARING LIABILITIES
Interest bearing demand deposits 0.37 % 0.41 % 0.36 % 0.28 % 0.30 %
Money market deposits 2.55 % 2.58 % 2.71 % 2.77 % 2.85 %
Savings 0.76 % 0.76 % 0.64 % 0.61 % 0.56 %
Certificates of deposit 3.82 % 3.93 % 4.07 % 4.13 % 4.01 %
Short-term borrowings 3.11 % 3.18 % 3.22 % 3.17 % 3.18 %
Federal Home Loan Bank advances 4.53 % 4.53 % 4.88 % 5.52 % 5.55 %
Subordinated debt, net of unamortized issuance costs 3.61 % 3.62 % 3.62 % 3.62 % 3.63 %
Total interest bearing liabilities 2.24 % 2.26 % 2.38 % 2.42 % 2.38 %
Net yield on interest earning assets (FTE) (2) 3.14 % 3.06 % 2.98 % 2.96 % 2.82 %
Net interest spread 2.57 % 2.49 % 2.34 % 2.33 % 2.21 %

(1) Includes loans held-for-sale and nonaccrual loans

(2) Non-GAAP financial measure; refer to the Reconciliation of Non-GAAP Financial Measures (Unaudited) in table I

E

AVERAGE BALANCES (UNAUDITED)

(Dollars in thousands)

Three Months Ended
June 30<br>2025 March 31<br>2025 December 31<br>2024 September 30<br>2024 June 30<br>2024
INTEREST EARNING ASSETS
Loans (1) $ 1,388,684 $ 1,370,765 $ 1,412,578 $ 1,403,810 $ 1,375,523
Available-for-sale securities (2) 534,352 514,479 522,733 536,379 545,827
Federal Home Loan Bank stock 5,600 11,011 12,762 12,762 12,762
Fed funds sold 6 4 8 4 7
Other (3) 20,487 47,374 15,905 14,597 14,054
Total interest earning assets 1,949,129 1,943,633 1,963,986 1,967,552 1,948,173
NONEARNING ASSETS
Allowance for credit losses (13,369) (12,884) (12,598) (13,125) (13,431)
Cash and demand deposits due from banks 22,026 23,899 22,800 25,903 23,931
Premises and equipment 28,306 27,962 27,773 27,868 27,999
Other assets 106,595 102,927 92,608 87,002 80,539
Total assets $ 2,092,687 $ 2,085,537 $ 2,094,569 $ 2,095,200 $ 2,067,211
INTEREST BEARING LIABILITIES
Interest bearing demand deposits $ 236,076 $ 240,860 $ 232,271 $ 232,018 $ 238,866
Money market deposits 449,110 460,663 436,235 451,216 434,061
Savings 286,434 286,364 276,856 274,828 283,605
Certificates of deposit 395,450 387,820 386,871 375,936 366,440
Short-term borrowings 41,661 43,563 50,862 48,304 40,609
Federal Home Loan Bank advances 11,539 3,333 28,261 40,435 45,494
Subordinated debt, net of unamortized issuance costs 29,455 29,433 29,410 29,388 29,365
Total interest bearing liabilities 1,449,725 1,452,036 1,440,766 1,452,125 1,438,440
NONINTEREST BEARING LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits 409,262 403,024 425,116 418,973 411,282
Other liabilities 14,158 16,265 15,775 15,658 16,755
Shareholders’ equity 219,542 214,212 212,912 208,444 200,734
Total liabilities and shareholders’ equity $ 2,092,687 $ 2,085,537 $ 2,094,569 $ 2,095,200 $ 2,067,211

(1) Includes loans held-for-sale and nonaccrual loans

(2) Average balances for available-for-sale securities are based on amortized cost

(3) Includes average interest-bearing deposits with other banks, net of Federal Reserve daily cash letter

F

ASSET QUALITY ANALYSIS (UNAUDITED)

(Dollars in thousands)

The following table outlines our asset quality analysis as of, and for the three-month periods ended:

June 30<br>2025 March 31<br>2025 December 31<br>2024 September 30<br>2024 June 30<br>2024
NONPERFORMING ASSETS
Commercial and industrial $ 17 $ $ $ 120 $ 271
Commercial real estate 533
Agricultural 167
Residential real estate 614 173 282 427 556
Consumer
Total nonaccrual loans 1,164 173 282 547 994
Accruing loans past due 90 days or more 31 26 19 64 15
Total nonperforming loans 1,195 199 301 611 1,009
Foreclosed assets 667 649 544 546 629
Debt securities 12 12
Total nonperforming assets $ 1,862 $ 848 $ 845 $ 1,169 $ 1,650
Nonperforming loans to gross loans 0.09 % 0.01 % 0.02 % 0.04 % 0.07 %
Nonperforming assets to total assets 0.09 % 0.04 % 0.04 % 0.06 % 0.08 %
Allowance for credit losses as a % of nonaccrual loans (1) N/M N/M N/M N/M N/M
ALLOWANCE FOR CREDIT LOSSES
Allowance at beginning of period $ 12,735 $ 12,895 $ 12,635 $ 13,095 $ 13,390
Charge-offs 390 172 299 1,767 527
Recoveries 1,822 224 197 408 134
Net loan charge-offs (recoveries) (1,432) (52) 102 1,359 393
(Reversal of) provision for credit losses - loans (1,190) (212) 362 899 98
Allowance at end of period $ 12,977 $ 12,735 $ 12,895 $ 12,635 $ 13,095
Allowance for credit losses to gross loans 0.93 % 0.93 % 0.91 % 0.89 % 0.95 %
Reserve for unfunded commitments 708 617 512 498 450
Provision for credit losses - unfunded commitments 91 105 14 47 72
Reserve to unfunded commitments 0.16 % 0.14 % 0.15 % 0.15 % 0.14 %
NET LOAN CHARGE-OFFS (RECOVERIES)
Commercial and industrial $ 68 $ (80) $ 13 $ (6) $ 334
Commercial real estate (50) (2) (2) (318) (29)
Agricultural (4)
Residential real estate (16) (13) (16) (20) (19)
Consumer (1,434) 43 111 1,703 107
Total $ (1,432) $ (52) $ 102 $ 1,359 $ 393
Net (recoveries) charge-offs (Quarter to Date annualized to average loans) (0.41) % (0.02) % 0.03 % 0.39 % 0.11 %
Net (recoveries) charge-offs (Year to Date annualized to average loans) (0.22) % (0.02) % 0.14 % 0.17 % 0.06 %
DELINQUENT AND NONACCRUAL LOANS
Accruing loans 30-89 days past due $ 1,076 $ 5,555 $ 5,682 $ 2,226 $ 1,484
Accruing loans past due 90 days or more 31 26 19 64 15
Total accruing past due loans 1,107 5,581 5,701 2,290 1,499
Nonaccrual loans 1,164 173 282 547 994
Total past due and nonaccrual loans $ 2,271 $ 5,754 $ 5,983 $ 2,837 $ 2,493

(1) N/M: Not meaningful

G

CONSOLIDATED LOAN AND DEPOSIT ANALYSIS (UNAUDITED)

(Dollars in thousands)

Loan Analysis

June 30<br>2025 March 31<br>2025 December 31<br>2024 September 30<br>2024 June 30<br>2024 Annualized Growth %<br>Quarter to Date
Commercial and industrial (1) $ 207,719 $ 205,172 $ 200,623 $ 197,372 $ 198,769 4.97 %
Commercial real estate (1) 614,383 596,282 591,718 590,255 586,481 12.14 %
Advances to mortgage brokers 3,005 3,015 63,080 76,187 39,300 (1.33) %
Agricultural 96,842 94,359 99,694 96,794 94,996 10.53 %
Total commercial loans 921,949 898,828 955,115 960,608 919,546 10.29 %
Residential real estate 398,668 387,348 380,872 369,846 365,188 11.69 %
Consumer 76,896 81,548 87,584 93,829 96,902 (22.82) %
Gross loans $ 1,397,513 $ 1,367,724 $ 1,423,571 $ 1,424,283 $ 1,381,636 8.71 %

(1) Certain amounts reported as commercial and industrial loans have been reclassified as commercial real estate loans to conform to the June 30, 2025 presentation

Deposit Analysis

June 30<br>2025 March 31<br>2025 December 31<br>2024 September 30<br>2024 June 30<br>2024 Annualized Growth %<br>Quarter to Date
Noninterest bearing demand deposits $ 493,477 $ 404,194 $ 416,373 $ 421,493 $ 412,193 88.36 %
Interest bearing demand deposits 223,376 243,939 237,548 228,902 232,660 (33.72) %
Money market deposits 446,845 473,138 423,883 471,745 429,150 (22.23) %
Savings 289,746 286,399 281,665 276,095 279,847 4.67 %
Certificates of deposit 395,932 390,239 387,591 383,597 368,449 5.84 %
Total deposits $ 1,849,376 $ 1,797,909 $ 1,747,060 $ 1,781,832 $ 1,722,299 11.45 %

H

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED)

(Dollars in thousands except per share amounts and ratios)

Three Months Ended
June 30<br>2025 March 31<br>2025 December 31<br>2024 September 30<br>2024 June 30<br>2024
Net income $ 5,031 $ 3,949 $ 3,996 $ 3,281 $ 3,481
Net gains (losses) on foreclosed assets (55) 74 4 6
Overdraft (charge-off) recoveries (1) 1,556 66 (1,622)
Profitability initiative cost (2) (173) (23)
Legal fees related to Nasdaq (2) (47) (121)
Income tax impact on items above (281) 37 (25) 340 (1)
Exchange fees on bank-owned life insurance transfers (3) (120)
Income tax expense on bank-owned life insurance surrender (4) (166)
Core net income (A) $ 4,096 $ 4,254 $ 3,904 $ 4,559 $ 3,476
Noninterest expenses $ 13,745 $ 13,299 $ 13,330 $ 13,228 $ 12,895
Amortization of acquisition intangibles 1 1 1
Non-core expenses 220 121 23
Core noninterest expense (B) $ 13,525 $ 13,177 $ 13,306 $ 13,228 $ 12,894
Net interest income $ 15,129 $ 14,525 $ 14,555 $ 14,488 $ 13,550
Tax equivalent adjustment for net interest margin 178 184 213 232 237
Net interest income (FTE) (C) 15,307 14,709 14,768 14,720 13,787
Noninterest income 3,686 3,528 3,972 3,528 3,608
Tax equivalent adjustment for efficiency ratio 63 78 54 53 53
Core revenue (FTE) 19,056 18,315 18,794 18,301 17,448
Non-core revenue (loss) (120) (55) 74 4 6
Core revenue (D) $ 19,176 $ 18,370 $ 18,720 $ 18,297 $ 17,442
Efficiency ratio (B/D) 70.53 % 71.73 % 71.08 % 72.30 % 73.93 %
Average earning assets (E) 1,949,129 1,943,633 1,963,986 1,967,552 1,948,173
Net yield on interest earning assets (FTE) (C/E) 3.14 % 3.06 % 2.98 % 2.96 % 2.82 %
Average assets (F) 2,092,687 2,085,537 2,094,569 2,095,200 2,067,211
Average shareholders' equity (G) 219,542 214,212 212,912 208,444 200,734
Average tangible shareholders' equity (H) 171,260 165,929 164,629 160,161 152.451
Average diluted shares outstanding (5) (I) 7,398,109 7,432,162 7,451,718 7,473,184 7,494,828
Core diluted earnings per share (A/I) $ 0.55 $ 0.57 $ 0.52 $ 0.61 $ 0.46
Core return on average assets (A/F) 0.79 % 0.83 % 0.74 % 0.87 % 0.68 %
Core return on average shareholders' equity (A/G) 7.48 % 8.05 % 7.29 % 8.70 % 6.96 %
Core return on average tangible shareholders' equity (A/H) 9.59 % 10.40 % 9.43 % 11.32 % 9.17 %

(1) Includes reversal of provision for credit losses in the first quarter of 2025 and provision for credit losses in the third quarter of 2024 related to overdrawn deposit accounts from a single customer.

(2) Included in Other professional services in the consolidated statements of income

(3) Income tax expense on life to date earnings on bank-owned life insurance policies surrendered

(4) Included as a reduction to Earnings on bank-owned life insurance policies in the consolidated statements of income

(5) Whole shares

I