10-Q

Table of Contents ​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

​

(Mark One)

**☒**QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

or

**☐**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from **** to ****

Commission File Number: 001-41315

John Marshall Bancorp, Inc.

(Exact name of registrant as specified in its charter)

​

​	​
Virginia	81-5424879
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification Number)

​

1943 Isaac Newton Square East

Suite 100

Reston , VA **** 20190

(Address of Principal Executive Offices)

​

( 703 ) 584-0840

(Registrant’s telephone number)

​

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

​

​	​	​	​	​
Title of Each Class	****	Trading symbol	****	Name of Exchange on which registered
Common Stock, $0.01 par value per share	​	JMSB	​	The Nasdaq Stock Market LLC

​

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

​

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

​

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

​

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

​

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

​

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

​

As of August 8, 2025, there were 14,218,979 shares of the registrant’s common stock outstanding.

​

​

​

​

Table of Contents TABLE OF CONTENTS

​<br><br>​<br><br>​		​		Page
​	​	​	​	​
Part I	​	Financial Information	​	​
​	​	​	​	​
Item 1.	​	Financial Statements	​	3
​	​	​	​	​
​	​	Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	​	3
​	​	​	​	​
​	​	Consolidated Statements of Income for the three and six months ended June 30, 2025 and June 30, 2024 (Unaudited)	​	4
​	​	​	​	​
​	​	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and June 30, 2024 (Unaudited)	​	5
​	​	​	​	​
​	​	Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2025 and June 30, 2024 (Unaudited)	​	6
​	​	​	​	​
​	​	Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and June 30, 2024 (Unaudited)	​	8
​	​	​	​	​
​	​	Notes to Consolidated Financial Statements (Unaudited)	​	9
​	​	​	​	​
Item 2.	​	Management’s Discussion and Analysis of Financial Condition and Results of Operations	​	33
​	​	​	​	​
Item 3.	​	Quantitative and Qualitative Disclosures about Market Risk	​	55
​	​	​	​	​
Item 4.	​	Controls and Procedures	​	56
​	​	​	​	​
Part II	​	Other Information	​	​
​	​	​	​	​
Item 1.	​	Legal Proceedings	​	56
​	​	​	​	​
Item 1A.	​	Risk Factors	​	56
​	​	​	​	​
Item 2.	​	Unregistered Sales of Equity Securities and Use of Proceeds	​	56
​	​	​	​	​
Item 3.	​	Defaults Upon Senior Securities	​	56
​	​	​	​	​
Item 4.	​	Mine Safety Disclosures	​	56
​	​	​	​	​
Item 5.	​	Other Information	​	57
​	​	​	​	​
Item 6.	​	Exhibits	​	57
​	​	​	​	​
Signatures	​	​	​	58
​	​	​	​	​
​	​	​	​	​

​

​

​ 2

Table of Contents PART I —FINANCIAL INFORMATION

Item 1. Financial Statements

JOHN MARSHALL BANCORP, INC.

Consolidated Balance Sheets

(In thousands, except share and per share data)

​	​	​	​	​	​	​
​	****	June 30, 2025		****	December 31, 2024
Assets		(Unaudited)		​	​
Cash and due from banks	​	$	9,415	​	$	5,945
Interest-bearing deposits in other banks	​		107,511	​		116,524
Total cash and cash equivalents	​		116,926	​		122,469
Securities available-for-sale, at fair value	​		125,498	​		130,257
Securities held-to-maturity at amortized cost, fair value of $77,448 and $76,270 as of June 30, 2025 and December 31, 2024, respectively	​		90,264	​		92,009
Less: Allowance for investment credit losses	​	​	—	​	​	—
Securities held-to-maturity, net	​	​	90,264	​	​	92,009
Restricted securities, at cost	​		7,637	​		7,634
Equity securities, at fair value	​		3,096	​		2,832
Loans, net of unearned income	​		1,916,915	​		1,872,173
Less: Allowance for loan credit losses	​		(19,298)	​		(18,715)
Loans, net	​		1,897,617	​		1,853,458
Bank premises and equipment, net	​		1,519	​		1,318
Accrued interest receivable	​		5,844	​		5,996
Right of use assets	​		4,449	​		5,013
Other assets	​		15,103	​		13,961
Total assets	​	$	2,267,953	​	$	2,234,947
Liabilities and Shareholders’ Equity	​			​
Liabilities	​			​
Deposits:	​			​
Non-interest bearing demand deposits	​	$	438,628	​	$	433,288
Interest-bearing demand deposits	​		681,230	​		705,097
Savings deposits	​		42,966	​		44,367
Time deposits	​		734,069	​		709,663
Total deposits	​		1,896,893	​		1,892,415
Federal funds purchased	​	​	16,500	​	​	—
Federal Home Loan Bank advances	​		56,000	​		56,000
Subordinated debt	​		24,833	​		24,791
Accrued interest payable	​		2,280	​		2,394
Lease liabilities	​		4,800	​		5,369
Other liabilities	​		12,915	​		7,364
Total liabilities	​	$	2,014,221	​	$	1,988,333
Commitments and contingencies (Note 7)	​			​
Shareholders’ Equity	​			​
Preferred stock, par value $0.01 per share; authorized 1,000,000 shares; none issued	​	$	—	​	$	—
Common stock, nonvoting, par value $0.01 per share; authorized 1,000,000 shares; none issued	​		—	​		—
Common stock, voting, par value $0.01 per share; authorized 30,000,000 shares; issued and outstanding, 14,231,389 shares at June 30, 2025, including 50,033 unvested shares, 14,269,469 shares at December 31, 2024, including 54,388 unvested shares	​		142	​		142
Additional paid-in capital	​		96,485	​		97,173
Retained earnings	​		165,594	​		159,951
Accumulated other comprehensive loss	​		(8,489)	​		(10,652)
Total shareholders’ equity	​	$	253,732	​	$	246,614
Total liabilities and shareholders’ equity	​	$	2,267,953	​	$	2,234,947

​

The accompanying notes are an integral part of these consolidated financial statements.

​ 3

Table of Contents JOHN MARSHALL BANCORP, INC.

Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended					​	Six months ended					​
​	​	June 30,					​	June 30,					​
​	****	2025		****	2024		****	2025		****	2024		****
Interest and Dividend Income		​			​	​	​	​			​		​
Interest and fees on loans	​	$	25,220	​	$	23,360	​	$	50,027	​	$	46,983	​
Interest on investment securities, taxable	​		1,071	​		1,194	​		2,102	​		2,463	​
Interest on investment securities, tax-exempt	​		9	​		9	​		18	​		18	​
Dividends	​		121	​		84	​		244	​		166	​
Interest on deposits in banks	​		1,422	​		2,144	​		2,756	​		4,080	​
Total interest and dividend income	​	$	27,843	​	$	26,791	​	$	55,147	​	$	53,710	​
Interest Expense	​			​			​			​			​
Deposits	​	$	12,001	​	$	13,450	​	$	24,300	​	$	27,381	​
Federal funds purchased	​		2	​		—	​		2	​		2	​
Federal Home Loan Bank advances	​	​	565	​	​	—	​	​	1,124	​	​	—	​
Federal Reserve Bank borrowings	​	​	—	​	​	911	​	​	—	​	​	1,804	​
Subordinated debt	​		349	​		349	​		698	​		698	​
Total interest expense	​	$	12,917	​	$	14,710	​	$	26,124	​	$	29,885	​
Net Interest Income	​	$	14,926	​	$	12,081	​	$	29,023	​	$	23,825	​
Provision for (recovery of) credit losses	​		537	​		(292)	​		707	​		(1,068)	​
Net interest income after provision for (recovery of) credit losses	​	$	14,389	​	$	12,373	​	$	28,316	​	$	24,893	​
Non-interest Income	​			​			​			​			​
Service charges on deposit accounts	​	$	86	​	$	88	​	$	168	​	$	176	​
Other service charges and fees	​		141	​		165	​		294	​		314	​
Insurance commissions	​		33	​		40	​		246	​		292	​
Gain on sale of government guaranteed loans	​	​	61	​	​	216	​	​	97	​	​	349	​
Non-qualified deferred compensation plan asset gains, net	​	​	182	​	​	35	​	​	206	​	​	159	​
Other income	​		4	​		11	​		1	​		83	​
Total non-interest income	​	$	507	​	$	555	​	$	1,012	​	$	1,373	​
Non-interest Expenses	​			​			​			​			​
Salaries and employee benefits	​	$	5,178	​	$	4,875	​	$	10,277	​	$	9,685	​
Occupancy expense of premises	​		407	​		448	​		814	​		899	​
Furniture and equipment expenses	​		315	​		301	​		631	​		598	​
Other operating expenses	​		2,413	​		2,285	​		4,839	​		4,651	​
Total non-interest expenses	​	$	8,313	​	$	7,909	​	$	16,561	​	$	15,833	​
Income before income taxes	​	$	6,583	​	$	5,019	​	$	12,767	​	$	10,433	​
Income Tax Expense	​		1,480	​		1,114	​		2,854	​		2,324	​
Net income	​	$	5,103	​	$	3,905	​	$	9,913	​	$	8,109	​
Earnings per share, basic	​	$	0.36	​	$	0.27	​	$	0.69	​	$	0.57	​
Earnings per share, diluted	​	$	0.36	​	$	0.27	​	$	0.69	​	$	0.57	​

​

The accompanying notes are an integral part of these consolidated financial statements.

​ 4

Table of Contents JOHN MARSHALL BANCORP, INC.

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended					​	Six months ended					​
​	​	June 30,					​	June 30,					​
​	****	2025		****	2024		****	2025		****	2024		****
Net Income	​	$	5,103	​	$	3,905	​	$	9,913	​	$	8,109	​
Other comprehensive income:	​			​			​			​			​
Unrealized gains on available-for-sale securities, net of tax of $206 and $32 for the three months ended June 30, 2025 and June 30, 2024, respectively. Unrealized gain (loss) on available-for-sale securities, net of tax of $579 and $(70) for the six months ended June 30, 2025 and June 30, 2024, respectively.	​		774	​		120	​		2,178	​		(260)	​
Amortization of unrealized gains on securities transferred to held-to-maturity, net of tax of $(2) and $(6) for the three months ended June 30, 2025 and June 30, 2024, respectively. Amortization of unrealized gains on securities transferred to held-to-maturity, net of tax of $(4) and $(12) for the six months ended June 30, 2025 and June 30, 2024, respectively.	​		(8)	​		(22)	​		(15)	​		(44)	​
Total other comprehensive income (loss)	​	$	766	​	$	98	​	$	2,163	​	$	(304)	​
Total comprehensive income	​	$	5,869	​	$	4,003	​	$	12,076	​	$	7,805	​

​

The accompanying notes are an integral part of these consolidated financial statements.

​

​ 5

Table of Contents JOHN MARSHALL BANCORP, INC.

Consolidated Statements of Shareholders’ Equity

For the Three Months Ended June 30, 2025 and 2024

(In thousands, except share and per share data)

(Unaudited)

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​				​	​		​	​		​	​	****	Accumulated			​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	Other		​	Total
​	​	​	​	​	​	​	Additional Paid- In		​	Retained		​	Comprehensive		​	Shareholders’
​	​	Shares	​	Common Stock		​	Capital		​	Earnings		​	(Loss)		​	Equity
Balance, March 31, 2024		14,164,100	​	$	142	​	$	96,469	​	$	150,592	​	$	(12,653)	​	$	234,550
Net income		—	​		—	​		—	​		3,905	​		—	​		3,905
Other comprehensive income		—	​		—	​		—	​		—	​		98	​		98
Repurchase of common stock	​	(3,003)	​	​	—	​	​	(50)	​	​	—	​	​	—	​	​	(50)
Dividend declared on common stock ($0.25 per share)	​	—	​	​	—	​	​	—	​	​	(3,555)	​	​	—	​	​	(3,555)
Exercise of stock options	​	22,077	​		—	​		265	​		—	​		—	​		265
Restricted stock vesting		426	​		—	​		—	​		—	​		—	​		—
Share-based compensation		—	​		—	​		133	​		—	​		—	​		133
Balance, June 30, 2024	​	14,183,600	​	$	142	​	$	96,817	​	$	150,942	​	$	(12,555)	​	$	235,346
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance, March 31, 2025		14,225,196	​	$	142	​	$	97,310	​	$	164,761	​	$	(9,255)	​	$	252,958
Net income		—	​		—	​		—	​		5,103	​		—	​	​	5,103
Other comprehensive income		—	​		—	​		—	​		—	​		766	​	​	766
Repurchase of common stock	​	(76,804)	​	​	—	​	​	(1,311)	​	​	—	​	​	—	​	​	(1,311)
Dividend declared on common stock ($0.30 per share)	​	—	​	​	—	​	​	—	​	​	(4,270)	​	​	—	​	​	(4,270)
Exercise of stock options, net of 4,085 shares surrendered		32,614	​		—	​		367	​		—	​		—	​	​	367
Restricted stock vesting, net of 36 shares surrendered		350	​		—	​		(1)	​		—	​		—	​	​	(1)
Share-based compensation		—	​		—	​		120	​		—	​		—	​	​	120
Balance, June 30, 2025		14,181,356	​	$	142	​	$	96,485	​	$	165,594	​	$	(8,489)	​	$	253,732

​

The accompanying notes are an integral part of these consolidated financial statements.

​ 6

Table of Contents ​

JOHN MARSHALL BANCORP, INC.

Consolidated Statements of Shareholders’ Equity

For the Six Months Ended June 30, 2025 and 2024

(In thousands, except share and per share data)

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​				​	​		​	​		​	​	****	Accumulated			​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	Other		​	Total
​	​	​	​	​	​	​	Additional Paid- In		​	Retained		​	Comprehensive		​	Shareholders’
​	​	Shares	​	Common Stock		​	Capital		​	Earnings		​	(Loss)		​	Equity
Balance, December 31, 2023		14,101,215	​	$	141	​	$	95,636	​	$	146,388	​	$	(12,251)	​	$	229,914
Net income		—	​		—	​		—	​		8,109	​		—	​		8,109
Other comprehensive loss		—	​		—	​		—	​		—	​		(304)	​		(304)
Repurchase of common stock	​	(3,003)	​	​	—	​	​	(50)	​	​	—	​	​	—	​	​	(50)
Dividend declared on common stock ($0.25 per share)	​	—	​	​	—	​	​	—	​	​	(3,555)	​	​	—	​	​	(3,555)
Exercise of stock options, net of 423 shares surrendered		82,714	​		1	​		969	​		—	​		—	​		970
Restricted stock vesting, net of 141 shares surrendered		2,674	​		—	​		(3)	​		—	​		—	​		(3)
Share-based compensation		—	​		—	​		265	​		—	​		—	​		265
Balance, June 30, 2024	​	14,183,600	​	$	142	​	$	96,817	​	$	150,942	​	$	(12,555)	​	$	235,346
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Balance, December 31, 2024		14,215,081	​	$	142	​	$	97,173	​	$	159,951	​	$	(10,652)	​	$	246,614
Net income		—	​		—	​		—	​		9,913	​		—	​		9,913
Other comprehensive income		—	​		—	​		—	​		—	​		2,163	​		2,163
Repurchase of common stock	​	(79,443)	​	​	—	​	​	(1,357)	​	​	—	​	​	—	​	​	(1,357)
Dividend declared on common stock ($0.30 per share)	​	—	​	​	—	​	​	—	​	​	(4,270)	​	​	—	​	​	(4,270)
Exercise of stock options, net of 12,683 shares surrendered		43,541	​		—	​		446	​		—	​		—	​		446
Restricted stock vesting, net of 798 shares surrendered		2,177	​		—	​		(15)	​		—	​		—	​		(15)
Share-based compensation		—	​		—	​		238	​		—	​		—	​		238
Balance, June 30, 2025		14,181,356	​	$	142	​	$	96,485	​	$	165,594	​	$	(8,489)	​	$	253,732

​

The accompanying notes are an integral part of these consolidated financial statements.

​

​ 7

Table of Contents ​

​

​

​

JOHN MARSHALL BANCORP, INC.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

​

​	​	​	​	​	​	​
​	​	Six months ended
​	​	June 30,
​	****	2025		****	2024
Cash Flows from Operating Activities		​			​
Net income	​	$	9,913	​	$	8,109
Adjustment to reconcile net income to net cash provided by operating activities:	​			​
Depreciation	​		252	​		222
Right of use asset amortization	​		342	​		609
Provision for (recovery of) credit losses	​		707	​		(1,068)
Share-based compensation expense	​		238	​		265
Net accretion of securities	​		(101)	​		(155)
Fair value adjustment on equity securities	​		(206)	​		(159)
Amortization of debt issuance costs	​		42	​		41
Net loss on premises and equipment	​	​	3	​	​	—
Deferred tax benefit	​		(255)	​		(54)
Gain on sale of government guaranteed loans	​	​	(97)	​	​	(349)
Changes in assets and liabilities:	​		​	​
Decrease (increase) in accrued interest receivable	​		152	​		(86)
Decrease (increase) in other assets	​		(1,463)	​		1,055
Decrease in accrued interest payable	​		(114)	​		(530)
Increase in other liabilities	​		5,080	​		2,445
Net cash provided by operating activities	​	$	14,493	​	$	10,345
Cash Flows from Investing Activities	​			​
Net (increase) decrease in loans	​	$	(45,749)	​	$	29,004
Proceeds from sale of government guaranteed loans originally classified as held for investment	​	​	1,105	​	​	4,125
Purchase of available-for-sale securities	​		(13,987)	​		—
Proceeds from maturities, calls and principal repayments of available-for-sale securities	​		21,640	​		22,101
Proceeds from maturities, calls and principal repayments of held-to-maturity securities	​		1,690	​		1,584
Net (purchases) redemptions of restricted securities	​		(3)	​		46
Net purchases of equity securities	​		(58)	​		(82)
Proceeds from sale of premises and equipment	​	​	47	​	​	—
Purchases of bank premises and equipment	​		(503)	​		(125)
Net cash (used in) provided by investing activities	​	$	(35,818)	​	$	56,653
Cash Flows from Financing Activities	​			​
Net increase in deposits	​	$	4,478	​	$	6,240
Proceeds from Federal Reserve Bank borrowings	​	​	—	​	​	23,000
Cash dividends paid	​	​	(4,270)	​	​	(3,555)
Proceeds from (repayment of) federal funds purchased	​	​	16,500	​	​	(10,000)
Issuance of common stock for share options exercised	​		446	​		970
Repurchase of shares for tax withholding on share-based compensation	​	​	(15)	​		(3)
Repurchase of common stock	​	​	(1,357)	​	​	(50)
Net cash provided by financing activities	​	$	15,782	​	$	16,602
Net (decrease) increase in cash and cash equivalents	​	$	(5,543)	​	$	83,600
Cash and cash equivalents, beginning of period	​		122,469	​		99,005
Cash and cash equivalents, end of period	​	$	116,926	​	$	182,605
Supplemental Disclosures of Cash Flow Information	​			​
Cash payments for:	​			​
Interest	​	$	26,196	​	$	30,375
Income taxes	​		3,008	​		—
Supplemental Disclosures of Noncash Transactions	​			​
Unrealized gain (loss) on securities available-for-sale	​	$	2,757	​	$	(330)
Right of use asset obtained in exchange for new operating lease liability	​	​	225	​	​	538

​

The accompanying notes are an integral part of these consolidated financial statements.

​ 8

Table of Contents ​

JOHN MARSHALL BANCORP, INC.

Notes to Consolidated Financial Statements

(Dollars in thousands, unless otherwise stated)

(Unaudited)

Note 1— Nature of Business and Summary of Significant Accounting Policies

Nature of Banking Activities

John Marshall Bancorp, Inc. (the “Company”), headquartered in Reston, Virginia, became the registered bank holding company under the Bank Holding Company Act of 1956 for its wholly-owned subsidiary, John Marshall Bank (the “Bank”), on March 1, 2017. This reorganization was completed through a one-for-one share exchange in which the Bank’s shareholders received one share of voting common stock of the Company in exchange for each share of the Bank’s voting common stock. The Company was formed on April 21, 2016 under the laws of the Commonwealth Virginia. The Bank was formed on April 5, 2005 under the laws of the Commonwealth of Virginia and was chartered as a bank on February 9, 2006, by the Virginia Bureau of Financial Institutions. The Bank is a member of the Federal Reserve System and is subject to the rules and regulations of the Virginia Bureau of Financial Institutions, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Federal Deposit Insurance Corporation (“FDIC”). The Bank opened for business on April 17, 2006 and provides banking services to its customers primarily in the Washington, D.C. metropolitan area.

Basis of Presentation

The accounting and reporting policies of John Marshall Bancorp, Inc. conform to generally accepted accounting principles in the United States of America (“GAAP”) and reflect practices of the banking industry. The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial reporting and with applicable quarterly reporting regulations of the U.S. Securities and Exchange Commission (“SEC”). They do not include all of the information and notes required by GAAP for complete financial statements. As such, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2024, included in the Company’s 2024 Annual Report on Form 10-K filed with the SEC on March 28, 2025.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions between the Company and the Bank have been eliminated. In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan credit losses.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the results of operations in these financial statements, have been made. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for any other interim period or for the full year. All amounts and disclosures included in this quarterly report as of December 31, 2024, were derived from the Company’s audited consolidated financial statements.

Significant Accounting Policies and Estimates

Application of the principles of GAAP and practices within the banking industry requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements may reflect different estimates, assumptions, and judgments. Certain policies inherently rely more extensively on the use of estimates, assumptions, and judgments and as such may have a greater possibility of producing results that could be materially different than originally reported.

The Company's significant accounting policies followed in the preparation of the unaudited consolidated financial statements are disclosed in Note 1 of the audited financial statements and notes for the year ended December 31, 2024 and are contained in the 9

Table of Contents Company's 2024 Annual Report on Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2024.

​

Recent Accounting Pronouncements

​

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this ASU require an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, which is greater than five percent of the amount computed by multiplying pretax income by the entity’s applicable statutory rate, on an annual basis. Additionally, the amendments in this ASU require an entity to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions that are equal to or greater than five percent of total income taxes paid (net of refunds received). Lastly, the amendments in this ASU require an entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company will apply the guidance in ASU 2023-09 for annual periods beginning after December 15, 2024, and will enhance its income tax disclosures in accordance with the requirements. The adoption will be applied prospectively and is not anticipated to have a material impact on the Company’s Consolidated financial statements.

​

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires public companies to disclose, in the notes to the financial statements, specific information about certain costs and expenses at each interim and annual reporting period. This includes disclosing amounts related to employee compensation, depreciation, and intangible asset amortization. In addition, public companies will need to provide qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. In January 2025, the FASB issued ASU 2025-01, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.”  ASU 2025-01 amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Implementation of ASU 2024-03 may be applied prospectively or retrospectively. Early adoption of ASU 2024-03 is permitted. The Company does not expect the adoption of ASU 2024-03 to have a material impact on its Consolidated financial statements. 10

Table of Contents Note 2— Investment Securities

Available-for-Sale

​

Each of the securities in the Company’s available-for-sale investment portfolio is either covered by the explicit or implied guarantee of the United States government or one of its agencies or rated investment grade or higher. All available-for-sale securities were current with no securities past due or on nonaccrual as of June 30, 2025 or December 31, 2024.

​

The following tables summarize the amortized cost and fair value of securities available-for-sale and the corresponding amounts of gross unrealized gains and losses at June 30, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	June 30, 2025
​	​	​	​	​	Gross		​	Gross		​	​	​
​	​	Amortized		​	Unrealized		​	Unrealized		​	Fair
(Dollars in thousands)	​	Cost		****	Gains		****	(Losses)		****	Value
Available-for-sale	​			​			​			​
U.S. Treasuries	​	$	20,215	​	$	—	​	$	(401)	​	$	19,814
U.S. government and federal agencies	​		6,983	​		—	​		(232)	​		6,751
Corporate bonds	​		3,000	​		—	​		(223)	​		2,777
U.S. agency collateralized mortgage obligations	​		35,339	​		5	​		(5,784)	​		29,560
Tax-exempt municipal	​		1,378	​		—	​		(203)	​		1,175
Taxable municipal	​		270	​		—	​		(2)	​		268
U.S. agency mortgage-backed	​		69,141	​		120	​		(4,108)	​		65,153
Total Available-for-sale Securities	​	$	136,326	​	$	125	​	$	(10,953)	​	$	125,498

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	December 31, 2024
​	​	​	​	​	Gross		​	Gross		​	​	​
​	​	Amortized		​	Unrealized		​	Unrealized		​	Fair
(Dollars in thousands)	​	Cost		****	Gains		****	(Losses)		****	Value
Available-for-sale	​			​			​			​
U.S. Treasuries	​	$	27,920	​	$	—	​	$	(783)	​	$	27,137
U.S. government and federal agencies	​		10,966	​		—	​		(385)	​		10,581
Corporate bonds	​		3,000	​		—	​		(261)	​		2,739
U.S. agency collateralized mortgage obligations	​		36,032	​		—	​		(6,421)	​		29,611
Tax-exempt municipal	​		1,379	​		—	​		(208)	​		1,171
Taxable municipal	​		270	​		—	​		(7)	​		263
U.S. agency mortgage-backed	​		64,274	​		—	​		(5,519)	​		58,755
Total Available-for-sale Securities	​	$	143,841	​	$	—	​	$	(13,584)	​	$	130,257

​

The Company did not sell or recognize any gain or loss for any securities for the three or six months ended June 30, 2025 and for the three or six months ended June 30, 2024.

Available-for-sale securities having a market value of $51.9 million and $48.8 million at June 30, 2025 and December 31, 2024, respectively, were pledged to secure public deposits. These securities had an amortized cost of $55.9 million and $52.5 million at June 30, 2025 and December 31, 2024, respectively.

The following tables summarize the fair value of securities available-for-sale at June 30, 2025 and December 31, 2024 and the corresponding amounts of gross unrealized losses. Management uses the valuations as of month-end in determining when securities are 11

Table of Contents in an unrealized loss position. Therefore, a security’s market value could have exceeded its amortized cost on other days during the prior twelve-month period.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	June 30, 2025
​	​	Less than 12 Months					​	12 Months or Longer					​	Total
​	​	​		​	Gross		​	​		​	Gross		​	​	​	​	Gross
​	​	Fair		****	Unrealized		****	Fair		****	Unrealized		****	Fair		****	Unrealized
(Dollars in thousands)	​	Value		​	Losses		​	Value		​	Losses		​	Value		​	Losses
Available-for-sale	​			​			​			​			​			​
U.S. Treasuries	​	$	—	​	$	—	​	$	19,814	​	$	(401)	​	$	19,814	​	$	(401)
U.S. government and federal agencies	​		—	​		—	​		6,751	​		(232)	​		6,751	​		(232)
Corporate bonds	​		—	​		—	​		2,777	​		(223)	​		2,777	​		(223)
U.S. agency collateralized mortgage obligations	​		—	​		—	​		28,679	​		(5,784)	​		28,679	​		(5,784)
Tax-exempt municipal	​		—	​		—	​		1,175	​		(203)	​		1,175	​		(203)
Taxable municipal	​		—	​		—	​		268	​		(2)	​		268	​		(2)
U.S. agency mortgage-backed	​		—	​		—	​		52,469	​	​	(4,108)	​		52,469	​		(4,108)
Total Available-for-sale Securities	​	$	—	​	$	—	​	$	111,933	​	$	(10,953)	​	$	111,933	​	$	(10,953)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	December 31, 2024
​	​	Less than 12 Months					​	12 Months or Longer					​	Total
​	​	​		​	Gross		​	​		​	Gross		​	​	​	​	Gross
​	​	Fair		​	Unrealized		​	Fair		​	Unrealized		​	Fair		​	Unrealized
(Dollars in thousands)	​	Value		****	Losses		****	Value		****	Losses		****	Value		****	Losses
Available-for-sale	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
U.S. Treasuries	​	$	—	​	$	—	​	$	27,137	​	$	(783)	​	$	27,137	​	$	(783)
U.S. government and federal agencies	​		—	​		—	​		10,581	​		(385)	​		10,581	​		(385)
Corporate bonds	​	​	—	​		—	​		2,739	​		(261)	​		2,739	​		(261)
U.S. agency collateralized mortgage obligations	​		—	​		—	​		29,611	​		(6,421)	​		29,611	​		(6,421)
Tax-exempt municipal	​	​	—	​		—	​		1,171	​		(208)	​		1,171	​		(208)
Taxable municipal	​		—	​		—	​		263	​		(7)	​		263	​		(7)
U.S. agency mortgage-backed	​		—	​		—	​		58,755	​		(5,519)	​		58,755	​		(5,519)
Total Available-for-sale Securities	​	$	—	​	$	—	​	$	130,257	​	$	(13,584)	​	$	130,257	​	$	(13,584)

​

The Company had 140 and 147 securities in an unrealized loss position for 12 months or longer as of June 30, 2025 and December 31, 2024, respectively. The Company has evaluated available-for-sale securities in an unrealized loss position for credit related impairment at June 30, 2025 and December 31, 2024 and concluded no impairment existed based on a combination of factors, which included: (1) the securities are of high credit quality, (2) unrealized losses are primarily the result of market volatility and increases in market interest rates, (3) the contractual terms of the investments do not permit the issuer(s) to settle the securities at a price less than the par value of each investment, (4) issuers continue to make timely principal and interest payments, and (5) the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis. As such, there was no allowance for credit losses on available-for-sale securities at June 30, 2025.

​

The table below summarizes the contractual maturities of our available-for-sale investment securities as of June 30, 2025. Issuers may have the right to call or prepay certain obligations, and as such, the expected maturities of our securities may occur sooner than the scheduled contractual maturities presented below.

​

​	​	​	​	​	​	​
​	****	June 30, 2025
​	​	Amortized		​	Fair
(Dollars in thousands)	****	Cost		****	Value
Available-for-sale	​			​		​
Due in one year or less	​	$	27,446	​	$	26,987
Due after one year through five years	​		12,387	​		12,042
Due after five years through ten years	​		42,405	​		41,146
Due after ten years	​		54,088	​		45,323
Total Available-for-sale Securities	​	$	136,326	​	$	125,498

​ 12

Table of Contents In the prevailing rate environments as of both June 30, 2025 and December 31, 2024, the Company’s available-for-sale investment portfolio had an estimated weighted average remaining life of approximately 3.1 years in each instance.

Held-to-Maturity

​

Each of the securities in the Company’s held-to-maturity investment portfolio is either covered by the explicit or implied guarantee of the United States government or one of its agencies or rated investment grade or higher. All held-to-maturity securities were current with no securities past due or on nonaccrual as of June 30, 2025 or December 31, 2024.

​

The following tables summarize the amortized cost and fair value of securities held-to-maturity and the corresponding amounts of gross unrealized losses at June 30, 2025 and December 31, 2024, respectively.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	June 30, 2025
​	​	​	​	​	Gross		​	Gross		​	​	​
​	​	Amortized		​	Unrealized		​	Unrealized		​	Fair
(Dollars in thousands)	​	Cost		****	Gains		****	(Losses)		****	Value
Held-to-maturity		​			​			​			​
U.S. Treasuries	​	$	6,002	​	$	—	​	$	(410)	​	$	5,592
U.S. government and federal agencies	​		35,332	​		—	​		(3,594)	​		31,738
U.S. agency collateralized mortgage obligations	​		17,013	​		—	​		(3,420)	​		13,593
Taxable municipal	​		6,032	​		—	​		(872)	​		5,160
U.S. agency mortgage-backed	​		25,885	​		—	​		(4,520)	​		21,365
Total Held-to-maturity Securities	​	$	90,264	​	$	—	​	$	(12,816)	​	$	77,448

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	December 31, 2024
​	​	​	​	​	Gross		​	Gross		​	​	​
​	​	Amortized		​	Unrealized		​	Unrealized		​	Fair
(Dollars in thousands)	​	Cost		****	Gains		****	(Losses)		****	Value
Held-to-maturity		​			​			​			​
U.S. Treasuries	​	$	6,001	​	$	—	​	$	(583)	​	$	5,418
U.S. government and federal agencies	​		35,349	​		—	​		(4,743)	​		30,606
U.S. agency collateralized mortgage obligations	​		17,805	​		—	​		(3,948)	​		13,857
Taxable municipal	​		6,041	​		—	​		(1,089)	​		4,952
U.S. agency mortgage-backed	​		26,813	​		—	​		(5,376)	​		21,437
Total Held-to-maturity Securities	​	$	92,009	​	$	—	​	$	(15,739)	​	$	76,270

​

Held-to-maturity securities having a market value of $45.7 million and $43.0 million at June 30, 2025 and December 31, 2024, respectively, were pledged to secure public deposits. These securities had an amortized cost of $51.3 million and $50.0 million at June 30, 2025 and December 31, 2024, respectively.

The Company evaluates the credit risk of its held-to-maturity securities on at least a quarterly basis. The Company estimates expected credit losses on held-to-maturity securities on an individual basis based on a probability of default/loss given default methodology primarily using security-level credit ratings. The primary indicators of credit quality for the Company’s held-to-maturity portfolio are security type and credit rating, which is influenced by a number of factors including obligor cash flow, geography, seniority, and others. The Company’s held-to-maturity securities with credit risk were comprised of municipal bonds and had a credit rating of AA or better as of June 30, 2025. All other held-to-maturity securities are covered by the explicit or implied guarantee of the United States government or one of its agencies. The Company did not have an allowance for credit losses on held-to-maturity securities as of June 30, 2025 or December 31, 2024. 13

Table of Contents ​

The table below summarizes the contractual maturities of our held-to-maturity investment securities as of June 30, 2025. Issuers may have the right to call or prepay certain obligations and as such, the expected maturities of our securities are likely to occur sooner than the scheduled contractual maturities presented below.

​

​	​	​	​	​	​	​
​	****	June 30, 2025
​	​	Amortized		​	Fair
(Dollars in thousands)	****	Cost		****	Value
Held-to-maturity		​			​
Due in one year or less	​	$	—	​	$	—
Due after one year through five years	​		32,499	​		29,923
Due after five years through ten years	​		17,514	​		15,068
Due after ten years	​		40,251	​		32,457
Total Held-to-maturity Securities	​	$	90,264	​	$	77,448

​

In the prevailing rate environments as of June 30, 2025 and December 31, 2024, the Company’s held-to-maturity investment portfolio had an estimated weighted average remaining life of approximately 5.6 years and 6.0 years, respectively.

​

Restricted Securities

​

The table below summarizes the carrying amount of restricted securities as of June 30, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​
(Dollars in thousands)	****	June 30, 2025		****	December 31, 2024
Federal Reserve Bank Stock	​	$	3,335	​	$	3,327
Federal Home Loan Bank Stock	​		4,242	​		4,247
Community Bankers’ Bank Stock	​		60	​		60
Total Restricted Securities	​	$	7,637	​	$	7,634

​

Equity Securities

The Company held equity securities with readily determinable fair values totaling $3.1 million and $2.8 million at June 30, 2025 and December 31, 2024, respectively. These securities consist of mutual funds held in a trust and were obtained for the purpose of economically hedging changes in the Company’s nonqualified deferred compensation liability. Changes in the fair value of these securities are reflected in earnings. Gains of $182 thousand and $35 thousand were recorded in non-interest income in the Consolidated Statements of Income for the three months ended June 30, 2025 and June 30, 2024, respectively.  Gains of $206 thousand and $159 thousand were recorded in non-interest income in the Consolidated Statements of Income for the six months ended June 30, 2025 and June 30, 2024, respectively.

Note 3— Loans

The following table presents the composition of the Company’s loan portfolio as of June 30, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​
(Dollars in thousands)	****	June 30, 2025		****	December 31, 2024
Real Estate Loans:	​		​	​		​
Commercial	​	$	1,192,067	​	$	1,181,090
Construction and land development	​		186,409	​		164,988
Residential	​	​	489,522	​	​	472,932
Commercial - Non-Real Estate:	​			​
Commercial loans	​		43,282	​		47,736
Consumer - Non-Real Estate:	​			​
Consumer loans	​		998	​		906
Total Gross Loans	​	$	1,912,278	​	$	1,867,652
Allowance for loan credit losses	​		(19,298)	​		(18,715)
Net deferred loan costs	​		4,637	​		4,521
Total net loans	​	$	1,897,617	​	$	1,853,458

​

​ 14

Table of Contents Portfolio Segments

​

The Company currently manages its loan products and the respective exposure to credit losses by the following specific portfolio segments which are levels at which the Company develops and documents its systematic methodology to determine the allowance for loan credit losses attributable to each respective portfolio segment. These segments are:

​

●	Real estate - commercial loans – The real estate commercial loans category contains commercial mortgage loans secured by owner occupied, non-owner occupied, and multifamily real estate.
●	Real estate - construction and land development loans – The real estate construction and land development loans category contains residential and commercial construction loan financing to builders and developers and to consumers building their own homes.
---	---
●	Real estate - residential loans – The real estate residential mortgage loans category contains permanent mortgage loans principally to consumers secured by residential real estate.
---	---
●	Commercial loans – The commercial loans category contains business purpose loans made to provide funds for the financing of equipment, receivables, contract administration expenses, and other general corporate needs of commercial businesses.
---	---
●	Consumer loans – The consumer loans category contains personal loans such as installment loans and lines of credit.
---	---

​

Loan Servicing Rights

​

Under the U.S Small Business Administration (“SBA”) 7(a) program, the Bank can sell in the secondary market the guaranteed portion of its SBA 7(a) loans and retain the related unguaranteed portion of these loans, as well as the servicing on such loans, for which it is paid a fee. The Company generally offers SBA 7(a) loans within a range of $50 thousand to $2.0 million. SBA 7(a) loans are fixed or adjustable-rate loans based on the Prime Rate. Under the SBA 7(a) program, the loans carry an SBA guaranty for up to 85% of the loan. Typical maturities for this type of loan vary but can be up to ten years. The Company holds rights to service the guaranteed portion of SBA loans sold in the secondary market. Management has elected the amortization method to account for loan servicing rights. The loan servicing spread is generally a minimum of 1.00% on all SBA 7(a) loans.

​

Loan servicing rights are capitalized at estimated fair value when acquired through the origination of loans that are subsequently sold with the servicing rights retained. Loan servicing rights are amortized to servicing income on loans sold approximately in proportion to and over the period of estimated net servicing income. The value of loan servicing rights at the date of the sale of loans is estimated based on the discounted present value of expected future cash flows using key assumptions for servicing income and costs and expected prepayment rates on the underlying loans.

​

The carrying value of loan servicing rights are periodically evaluated for impairment by comparing actual cash flows and estimated future cash flows from the loan servicing assets to those estimated at the time that the loan servicing assets were originated. Fair values are estimated using discounted expected future cash flows based on current market rates of interest. For purposes of measuring impairment, the loan servicing rights must be stratified by one or more predominant risk characteristics of the underlying loans. The Company stratifies its capitalized loan servicing rights based on product type and term of the underlying loans. The amount of impairment recognized is the amount, if any, by which the amortized cost of the loan servicing rights exceeds their carrying value. Impairment, if deemed temporary, is recognized through a valuation allowance to the extent that fair value is less than the recorded amount.

​

At June 30, 2025 and December 31, 2024, the Bank’s SBA 7(a) loan servicing portfolio, which is not included in the Company’s consolidated financial statements, totaled $7.2 million and $6.4 million, respectively. At both June 30, 2025 and December 31, 2024, SBA servicing rights of $97 thousand were recorded in other assets in the Consolidated Balance Sheet. There was no valuation allowance on loan servicing rights at June 30, 2025 or December 31, 2024.

​

​

​ 15

Table of Contents Note 4— Allowance for Loan Credit Losses

The following tables present the activity in the allowance for loan credit losses for the six months ended June 30, 2025 and June 30, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	June 30, 2025
​	​	Real Estate								​	​	​	​	​	​	​	​	​
​	​	​	​	​	Construction &		​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Land		​	​	​	​	​	​	​	​	​	​	​	​
Dollars in thousands		Commercial			Development			Residential			Commercial			Consumer			Total
Beginning balance, December 31, 2024	​	$	11,732	​	$	1,761	​	$	4,594	​	$	548	​	$	80	​	$	18,715
Charge-offs	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Recoveries	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Provision for (recovery of) credit losses	​	​	115	​	​	360	​	​	183	​	​	(15)	​	​	(60)	​	​	583
Ending balance, June 30, 2025	​	$	11,847	​	$	2,121	​	$	4,777	​	$	533	​	$	20	​	$	19,298

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	June 30, 2024
​	​	Real Estate								​	​	​	​	​	​	​	​	​
​	​	​	​	​	Construction &		​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Land		​	​	​	​	​	​	​	​	​	​	​	​
Dollars in thousands		Commercial			Development			Residential			Commercial			Consumer			Total
Beginning balance, December 31, 2023	​	$	12,841	​	$	1,787	​	$	4,323	​	$	495	​	$	97	​	$	19,543
Charge-offs	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Recoveries	​	​	—	​	​	—	​	​	—	​	​	1	​	​	—	​	​	1
Provision for (recovery of) credit losses	​	​	(44)	​	​	(626)	​	​	(360)	​	​	(1)	​	​	(80)	​	​	(1,111)
Ending balance, June 30, 2024	​	$	12,797	​	$	1,161	​	$	3,963	​	$	495	​	$	17	​	$	18,433

​

There were no collateral dependent or individually evaluated loans as of June 30, 2025. There was one collateral dependent loan totaling $10.0 million in outstanding principal that was individually evaluated as of December 31, 2024.  Management concluded that the real estate secured collateral value of the loan, net of the estimated cost to sell, exceeded the carrying value of the loan and no reserve was necessary.  The loan paid off, in full, on January 7, 2025.

​

Delinquency Information

​

The following tables present a summary of past due and nonaccrual loans by segment as of June 30, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	June 30, 2025
​	​	30-59 Days		​	60-89 Days		​	90 Days or		​	​	​	​	​	​	​	​	​	​	90 Days or More		​	​	​
​	​	Past		​	Past		​	More		​	Total Past		​	​	​	​	Total		​	Past Due and		​	Nonaccrual
(Dollars in thousands)	****	Due		****	Due		****	Past Due		****	Due		****	Current		****	Loans		****	Still Accruing		****	Loans
Real Estate Loans		​			​			​			​			​			​			​			​
Commercial	​	$	—	​	$	—	​	$	—	​	$	—	​	$	1,192,067		$	1,192,067	​	$	—	​	$	—
Construction and land development	​		—	​		—	​		—	​		—	​		186,409		​	186,409	​		—	​		—
Residential	​		—	​		—	​		—	​		—	​		489,522		​	489,522	​		—	​		—
Commercial	​		—	​		—	​		—	​		—	​		43,282		​	43,282	​		—	​		—
Consumer	​		—	​		—	​		—	​		—	​		998		​	998	​		—	​		—
Total Loans	​	$	—	​	$	—	​	$	—	​	$	—	​	$	1,912,278	​	$	1,912,278	​	$	—	​	$	—

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	December 31, 2024
​	​	30-59 Days		​	60-89 Days		​	90 Days or		​	​	​	​	​	​	​	​	​	​	90 Days or More		​	​	​
​	​	Past		​	Past		​	More		​	Total Past		​	​	​	​	Total		​	Past Due and		​	Nonaccrual
(Dollars in thousands)	​	Due		****	Due		****	Past Due		****	Due		****	Current		****	Loans		****	Still Accruing		****	Loans
Real Estate Loans		​			​			​			​			​			​			​			​
Commercial	​	$	—	​	$	—	​	$	9,978	​	$	9,978	​	$	1,171,112		$	1,181,090	​	$	9,978	​	$	—
Construction and land development	​		—	​		—	​		—	​		—	​		164,988		​	164,988	​		—	​		—
Residential	​		—	​		—	​		—	​		—	​		472,932		​	472,932	​		—	​		—
Commercial	​		—	​		—	​		—	​		—	​		47,736		​	47,736	​		—	​		—
Consumer	​		—	​		—	​		—	​		—	​		906		​	906	​		—	​		—
Total Loans	​	$	—	​	$	—	​	$	9,978	​	$	9,978	​	$	1,857,674	​	$	1,867,652	​	$	9,978	​	$	—

​ 16

Table of Contents Credit Quality Indicators

The Company assesses credit quality indicators based on internal risk rating of loans. Each loan is evaluated at least annually with more frequent evaluation of more severely criticized loans. The indicators that determine the rating for loans as of the date presented are based on the most recent credit review performed. Internal risk rating definitions are:

Pass: These include satisfactory loans that have acceptable levels of risk.

Special Mention: Loans classified as special mention have a potential weakness that requires close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. These credits do not expose the Company to sufficient risk to warrant further adverse classification.

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

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

Loss: Loans classified as loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be received in the future.

​

The Company has a portfolio of smaller homogenous loans that are not individually risk rated and include residential permanent and construction mortgages, home equity lines of credit, and consumer installment loans. For these loans, management uses payment status as the primary credit quality indicator. The payment status of these loans is then translated into an internal risk rating. The following table summarizes the translation of past due status to risk rating for loans that are not individually risk rated.

​

​	​	​
​	​	Internal
Days Past Due	​	Risk Rating
0 - 29 days	​	Pass
30-59 days	​	Special Mention
60-89 days	​	Substandard
90-119 days	​	Doubtful
120+ days	​	Loss

​ 17

Table of Contents The following table presents the Company’s recorded investment in loans by credit quality indicator by year of origination as of June 30, 2025.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Term Loans by Year of Origination																	​	​	​	​	​	​
(Dollars in thousands)	​	2025		​	2024		​	2023		​	2022		​	2021		​	Prior		​	Revolving		​	Total
Real Estate Loans - Commercial	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	64,607	​	$	145,068	​	$	66,343	​	$	263,937	​	$	163,887	​	$	454,027	​	$	3,818	​	$	1,161,687
Special mention	​	​	—	​	​	—	​	​	—	​	​	21,630	​	​	—	​	​	8,750	​	​	—	​	​	30,380
Substandard	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Loss	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Total Real Estate Loans - Commercial	​	$	64,607	​	$	145,068	​	$	66,343	​	$	285,567	​	$	163,887	​	$	462,777	​	$	3,818	​	$	1,192,067
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Real Estate Loans - Construction and land development	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	27,579	​	$	71,594	​	$	27,318	​	$	15,703	​	$	4,598	​	$	13,605	​	$	24,921	​	$	185,318
Special mention	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	1,091	​	​	—	​	​	1,091
Substandard	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Loss	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Total Real Estate Loans - Construction and land development	​	$	27,579	​	$	71,594	​	$	27,318	​	$	15,703	​	$	4,598	​	$	14,696	​	$	24,921	​	$	186,409
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Real Estate Loans - Residential	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	38,816	​	$	29,644	​	$	65,053	​	$	105,474	​	$	111,983	​	$	115,605	​	$	22,947	​	$	489,522
Special mention	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Substandard	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Loss	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Total Real Estate Loans - Residential	​	$	38,816	​	$	29,644	​	$	65,053	​	$	105,474	​	$	111,983	​	$	115,605	​	$	22,947	​	$	489,522
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commercial Loans	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	5,284	​	$	5,775	​	$	3,936	​	$	5,223	​	$	857	​	$	7,286	​	$	14,921	​	$	43,282
Special mention	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Substandard	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Loss	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Total Commercial Loans	​	$	5,284	​	$	5,775	​	$	3,936	​	$	5,223	​	$	857	​	$	7,286	​	$	14,921	​	$	43,282
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Consumer Loans	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	403	​	$	537	​	$	42	​	$	—	​	$	—	​	$	—	​	$	16	​	$	998
Special mention	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Substandard	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Loss	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Total Consumer Loans	​	$	403	​	$	537	​	$	42	​	$	—	​	$	—	​	$	—	​	$	16	​	$	998
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—

​

​ 18

Table of Contents The following table presents the Company’s recorded investment in loans by credit quality indicator by year of origination as of December 31, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Term Loans by Year of Origination																	​	​	​	​	​	​
(Dollars in thousands)	​	2024		​	2023		​	2022		​	2021		​	2020		​	Prior		​	Revolving		​	Total
Real Estate Loans - Commercial	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	133,591	​	$	66,453	​	$	287,181	​	$	176,424	​	$	116,364	​	$	362,135	​	$	1,474	​	$	1,143,622
Special mention	​	​	—	​	​	—	​	​	12,702	​	​	—	​	​	—	​	​	14,788	​	​	—	​	​	27,490
Substandard	​	​	—	​	​	—	​	​	—	​	​	9,978	​	​	—	​	​	—	​	​	—	​	​	9,978
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Loss	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Total Real Estate Loans - Commercial	​	$	133,591	​	$	66,453	​	$	299,883	​	$	186,402	​	$	116,364	​	$	376,923	​	$	1,474	​	$	1,181,090
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Real Estate Loans - Construction and land development	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	64,826	​	$	40,190	​	$	17,635	​	$	4,395	​	$	2,254	​	$	11,974	​	$	22,613	​	$	163,887
Special mention	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	1,101	​	​	—	​	​	1,101
Substandard	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Loss	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Total Real Estate Loans - Construction and land development	​	$	64,826	​	$	40,190	​	$	17,635	​	$	4,395	​	$	2,254	​	$	13,075	​	$	22,613	​	$	164,988
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Real Estate Loans - Residential	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	31,815	​	$	71,489	​	$	110,724	​	$	114,991	​	$	81,482	​	$	39,868	​	$	22,563	​	$	472,932
Special mention	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Substandard	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Loss	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Total Real Estate Loans - Residential	​	$	31,815	​	$	71,489	​	$	110,724	​	$	114,991	​	$	81,482	​	$	39,868	​	$	22,563	​	$	472,932
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commercial Loans	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	13,622	​	$	4,628	​	$	5,770	​	$	1,351	​	$	1,323	​	$	7,032	​	$	14,010	​	$	47,736
Special mention	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Substandard	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Loss	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Total Commercial Loans	​	$	13,622	​	$	4,628	​	$	5,770	​	$	1,351	​	$	1,323	​	$	7,032	​	$	14,010	​	$	47,736
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Consumer Loans	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pass	​	$	812	​	$	72	​	$	—	​	$	—	​	$	—	​	$	3	​	$	19	​	$	906
Special mention	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Substandard	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Doubtful	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Loss	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Total Consumer Loans	​	$	812	​	$	72	​	$	—	​	$	—	​	$	—	​	$	3	​	$	19	​	$	906
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Current period gross write-offs	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—	​	$	—

​

Revolving loans that are converted to term loans are treated as new originations in both tables above and are presented by year of origination.

​

Modifications with Borrowers Experiencing Financial Difficulty

​

The allowance for loan credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination. The starting point for the estimate of the allowance for loan credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Company may provide concessions to borrowers experiencing financial difficulty to minimize the economic loss and improve long-term loan performance and collectability. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. The Company did not make 19

Table of Contents any loan modifications to borrowers experiencing financial difficulty during the six months ended June 30, 2025 or June 30, 2024. There were also no instances of defaults on loans that occurred during the six months ended June 30, 2025 and June 30, 2024 for loans that had been modified during the previous 12 months. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance because of the measurement methodologies used to estimate the allowance, a change to the allowance is generally not recorded upon modification.

​

Unfunded Commitments

The Company maintains an allowance for off-balance sheet credit exposures such as unfunded balances for existing lines of credit, commitments to extend future credit, as well as both standby and commercial letters of credit when there is a contractual obligation to extend credit and when this extension of credit is not unconditionally cancellable by the Company. The allowance for off-balance sheet credit exposures is adjusted as a provision for (or recovery of) credit losses in the Consolidated Statements of Income. The estimate includes consideration of the likelihood that funding will occur, which is based on a historical funding study derived from internal information, and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which are the same loss rates that are used in computing the allowance for loan credit losses. The allowance for credit losses for unfunded loan commitments of $1.2 million and $1.1 million at June 30, 2025 and December 31, 2024, respectively, is separately classified within Other Liabilities on the Consolidated Balance Sheets.  The provision for credit losses recorded during the six months ended June 30, 2025 was primarily due to an increase in unfunded commitments.

The following table presents the balance and activity in the allowance for credit losses for unfunded loan commitments for the six months ended June 30, 2025 and June 30, 2024.

​

​	​	​	​
​	​	Allowance for Credit Losses
(Dollars in thousands)	****	Unfunded Commitments
Beginning balance, December 31, 2024	​	$	1,083
Provision for credit losses	​	​	124
Ending balance, June 30, 2025	​	$	1,207

​

​	​	​	​
​	​	​	​
​	​	Allowance for Credit Losses
(Dollars in thousands)	****	Unfunded Commitments
Beginning balance, December 31, 2023	​	$	620
Provision for credit losses	​	​	43
Ending balance, June 30, 2024	​	$	663

​

​

Note 5— Derivatives

The Company enters into interest rate swap agreements (“swaps”) with commercial loan customers to provide a facility for customers to manage their interest rate risk. These swaps are matched in exact offsetting terms with swaps that the Company enters into with an independent third party. These swaps qualify as derivatives, but are not designated as hedging instruments. 20

Table of Contents The following tables summarize the Company’s swaps at June 30, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	June 30, 2025														​
​	​	​	​	​	​	Estimated	​	​	Weighted Average	​	​	​	​	​	​	​
​	​	​	Notional	​	​	Fair	​	​	Years to	​	​	Receive	​	​	Pay	​
(Dollars in thousands)	​	​	Amount	​	​	Value	​	​	Maturity	​	​	Rate	​	​	Rate	​
Interest rate swap agreements:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pay fixed/receive variable swaps	​	$	23,865	​	$	287	​	​	2.2 years	​	​	5.89	%	​	4.10	%
Pay variable/receive fixed swaps	​	​	23,865	​	​	(287)	​	​	2.2 years	​	​	4.10	%	​	5.89	%
Total interest rate swap agreements	​	$	47,730	​	$	—	​	​	2.2 years	​	​	5.00	%	​	5.00	%

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2024														​
​	​	​	​	​	​	Estimated	​	​	Weighted Average	​	​	​	​	​	​	​
​	​	​	Notional	​	​	Fair	​	​	Years to	​	​	Receive	​	​	Pay	​
(Dollars in thousands)	​	​	Amount	​	​	Value	​	​	Maturity	​	​	Rate	​	​	Rate	​
Interest rate swap agreements:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Pay fixed/receive variable swaps	​	$	24,195	​	$	549	​	​	2.7 years	​	​	6.12	%	​	4.09	%
Pay variable/receive fixed swaps	​	​	24,195	​	​	(549)	​	​	2.7 years	​	​	4.09	%	​	6.12	%
Total interest rate swap agreements	​	$	48,390	​	$	—	​	​	2.7 years	​	​	5.11	%	​	5.11	%

​

​

The estimated fair value of the swaps at June 30, 2025 and December 31, 2024 was recorded in other assets and liabilities in the Consolidated Balance Sheets. The associated net gains and losses on the swaps are recorded in other income in the Consolidated Statements of Income.

​

Note 6— Deposits and Borrowings

The following tables show the components of the Company’s funding sources.

​

​	​	​	​	​	​	​
(Dollars in thousands)	****	June 30, 2025		****	December 31, 2024
Deposits:		​			​
Non-interest bearing demand deposits^(1)^	​	$	438,628	​	$	433,288
Interest-bearing demand deposits^(1)^	​		681,230	​		705,097
Savings deposits	​		42,966	​		44,367
Time deposits^(2)^	​		734,069	​		709,663
Total Deposits	​	$	1,896,893	​	$	1,892,415

​

(1)	Overdraft demand deposits reclassified to loans totaled $1 thousand at both June 30, 2025 and December 31, 2024.
(2)	The aggregate amount of certificates of deposit with a minimum denomination of $250,000 was $324.3 million and $315.5 million at June 30, 2025 and December 31, 2024, respectively.
---	---

​

The Company obtains certain deposits through the efforts of third-party brokers. Brokered deposits totaled $301.9 million and $276.4 million at June 30, 2025 and December 31, 2024, respectively, and were included primarily in time deposits on the Company’s Consolidated Balance Sheets. At June 30, 2025, there were no depositors that represented 5% or more of the Company’s total deposits.

​

​	​	​	​	​	​	​	​	​	​	​	​
​	****	****		​		****	June 30, 2025		****	December 31, 2024
(Dollars in thousands)	​	Stated Interest Rate Range	​	Weighted-Average Interest Rate		​	Carrying Value		​	Carrying Value
Long-term Debt:				​			​			​
FHLB advances	​	3.91% - 4.14	%	​	3.99	%	$	56,000	​	$	56,000
Subordinated debt		5.25	%	​	5.25	%	​	24,833	​	​	24,791
Total Long-term Debt		​	​	​	​	​	$	80,833	​	$	80,791

​

The Company completed a private placement of a $25.0 million fixed-to-floating subordinated note on June 15, 2022. Subject to limited exceptions permitting earlier redemption, the note is callable, in whole or in part, commencing July 1, 2027. Unless redeemed earlier, the note will mature on July 1, 2032. The note bears interest at a fixed rate of 5.25% to but excluding July 1, 2027, and will bear interest 21

Table of Contents at a floating rate equal to the three-month Secured Overnight Financing Rate plus 245 basis points thereafter. The note is carried at its principal amount, less unamortized issuance costs.

The Company, from time to time, uses Federal Home Loan Bank of Atlanta (“FHLB”) advances as a source of funding and to manage interest rate risk. FHLB advances are secured by a blanket floating lien on all real estate mortgage loans secured by 1-to-4 family residential, multi-family and commercial real estate properties. On September 3, 2024, the Company took out three fixed interest rate advances with terms of 18, 24, and 36 months.  The interest rates on the advances range from 3.91% to 4.14%.  At June 30, 2025, these three outstanding FHLB advances totaled $56.0 million.  Available borrowing capacity based on collateral value amounted to approximately $416.2 million as of June 30, 2025.

The Company also has the capacity to borrow up to $113.9 million at the Federal Reserve discount window of which none had been drawn upon at June 30, 2025. The Bank had loans pledged at the Federal Reserve discount window totaling $148.5 million as of June 30, 2025.

The Company also has federal funds lines of credit with correspondent banks available for overnight borrowing of $93.5 million as of June 30, 2025. The Company had drawn $16.5 million of the federal funds lines of credit as of June 30, 2025.

The following table shows the carrying amount of the Company’s time deposits by contractual maturity as of June 30, 2025.

​

​	​	​	​
(Dollars in thousands)	****	June 30, 2025
2025	​	$	208,026
2026	​		349,310
2027	​		143,328
2028	​		31,106
2029	​		1,335
Thereafter	​		964
Total	​	$	734,069

​

​

​

Note 7— Commitments and Contingencies

The Company is party to financial instruments with off balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit and financial guarantees written is represented by the contractual notional amount of those instruments.

The Company uses the same credit policies in making commitments and conditional obligations as it does for on balance sheet instruments.

The following table summarizes the contract or notional amount of the Company’s exposure to off-balance sheet risk as of June 30, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​
(Dollars in thousands)	****	June 30, 2025		****	December 31, 2024
Commitments to extend credit	​	$	350,557	​	$	316,249
Standby letters of credit	​	$	10,565	​	$	10,767

​

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property and equipment, income-producing commercial properties, and other real estate properties. 22

Table of Contents Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing customers. Those lines of credit may not be drawn upon to the total extent to which the Company is committed.

Standby letters of credit written are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

​

Note 8— Fair Value Measurements

Determination of Fair Value

The Company determines the fair values of its financial instruments based on the fair value hierarchy established by Accounting Standards Codification (“ASC”) Topic 820 – Fair Value Measurement, which defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market and in an orderly transaction between market participants on the measurement date.

The fair value measurements and disclosures topic specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions.

Fair Value Hierarchy

In accordance with this guidance, the Company groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1 - Valuation is based on quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 - Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 - Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Assets Measured at Fair Value on a Recurring Basis

In accordance with ASC Topic 820, the following describes the valuation techniques used by the Company to measure certain financial assets recorded at fair value on a recurring basis in the financial statements.

Securities Available-for-sale and Equity Securities

Securities available-for-sale and equity securities with readily determinable fair values are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data (Level 2). If the inputs used to provide the evaluation for certain 23

Table of Contents securities are unobservable and/or there is little, if any, market activity then the security would fall to the lowest level of the hierarchy (Level 3).

The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2. The Company has contracted with a third-party portfolio accounting service vendor for valuation of its portfolio of debt securities. The vendor’s primary source for security valuation is ICE Data Services, which evaluates securities based on market data. ICE Data Services utilizes evaluated pricing models that vary by asset class and include available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs.

The vendor utilizes proprietary valuation matrices for valuing all municipals securities. The initial curves for determining the price, movement, and yield relationships within the municipal matrices are derived from industry benchmark curves or sourced from a municipal trading desk. The securities are further broken down according to issuer, credit support, state of issuance and rating to incorporate additional spreads to the industry benchmark curves.

Interest Rate Swap Agreements

Interest rate swap agreements are measured by alternative pricing sources using a discounted cash flow method that incorporates current market interest rates. Based on the complex nature of interest rate swap agreements, the markets these instruments trade in are not as efficient and are less liquid than that of the more mature Level 1 markets. These characteristics classify interest rate swap agreements as Level 2 in the fair value hierarchy. 24

Table of Contents The following tables summarize the fair value of assets measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	​	​	Fair Value Measurements at June 30, 2025 Using
​	​	​	​	​	Quoted Prices in		​	​	​	​	Significant
​	​	​	​	​	Active Markets for		​	Significant Other		​	Unobservable
​	​	Balance as of		​	Identical Assets		​	Observable Inputs		​	Inputs
(Dollars in thousands)	****	June 30, 2025		****	(Level 1)		****	(Level 2)		****	(Level 3)
Assets:		​			​			​			​
Securities available-for-sale:		​			​			​			​
U.S. Treasuries	​	$	19,814	​	$	—	​	$	19,814	​	$	—
U.S. government and federal agencies	​		6,751	​		—	​		6,751	​		—
Corporate bonds	​		2,777	​		—	​		2,777	​		—
U.S. agency collateralized mortgage obligations	​		29,560	​		—	​		29,560	​		—
Tax-exempt municipal	​		1,175	​		—	​		1,175	​		—
Taxable municipal	​		268	​		—	​		268	​		—
U.S. agency mortgage-backed	​		65,153	​		—	​		65,153	​		—
Equity securities, at fair value	​		3,096	​		3,096	​		—	​		—
Interest rate swap agreements	​	​	287	​	​	—	​	​	287	​	​	—
Total assets at fair value	​	$	128,881	​	$	3,096	​	$	125,785	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Liabilities:	​	​	​	​	​	​	​	​	​	​	​	​
Interest rate swap agreements	​	$	287	​	$	—	​	$	287	​	$	—
Total liabilities at fair value	​	$	287	​	$	—	​	$	287	​	$	—

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	​	​	Fair Value Measurements at December 31, 2024 Using
​	****	​	​	****	Quoted Prices in		****	​	​	****	Significant
​	​	​	​	​	Active Markets for		​	Significant Other		​	Unobservable
​	​	Balance as of		​	Identical Assets		​	Observable Inputs		​	Inputs
(Dollars in thousands)	​	December 31, 2024		​	(Level 1)		​	(Level 2)		​	(Level 3)
Assets:	​		​	​		​	​		​	​		​
Securities available-for-sale:	​	​			​			​			​
U.S. Treasuries	​	$	27,137	​	$	—	​	$	27,137	​	$	—
U.S. government and federal agencies	​		10,581	​		—	​		10,581	​		—
Corporate bonds	​		2,739	​		—	​		2,739	​		—
Collateralized mortgage obligations	​		29,611	​		—	​		29,611	​		—
Tax-exempt municipal	​		1,171	​		—	​		1,171	​		—
Taxable municipal	​		263	​		—	​		263	​		—
Mortgage-backed	​		58,755	​		—	​		58,755	​		—
Equity securities, at fair value	​		2,832	​		2,832	​		—	​		—
Interest rate swap agreements	​	​	549	​	​	—	​	​	549	​	​	—
Total assets at fair value	​	$	133,638	​	$	2,832	​	$	130,806	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​
Liabilities:	​	​	​	​	​	​	​	​	​	​	​	​
Interest rate swap agreements	​	$	549	​	$	—	​	$	549	​	$	—
Total liabilities at fair value	​	$	549	​	$	—	​	$	549	​	$	—

​

​ 25

Table of Contents

Assets Measured at Fair Value on a Non-recurring Basis

Under certain circumstances, the Company makes adjustments to fair value for assets and liabilities although they are not measured at fair value on an ongoing basis. The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a non-recurring basis in the financial statements:

Collateral Dependent Loans

In accordance with ASC 326, loans that do not share risk characteristics are evaluated on an individual basis. The Company designates individually evaluated loans on nonaccrual status as collateral dependent loans, as well as other loans that management of the Company designates as having higher risk and loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral. The measurement of loss associated with collateral dependent loans can be based on either the observable market price of the loan or the fair value of the collateral. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the Company’s collateral is real estate. The value of real estate collateral is determined utilizing a market valuation approach based on an appraisal, of one year or less, conducted by an independent, licensed appraiser using observable market data (Level 2). However, if the collateral is a house or building in the process of construction, or if an appraisal of the property is more than one-year-old and not solely based on observable market comparables, or management determines the fair value of the collateral is further impaired below the appraised value, then a Level 3 valuation is considered to measure the fair value. The value of business equipment is based upon an outside appraisal, of one year or less, if deemed significant, or the net book value on the applicable business’s financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Any fair value adjustments are recorded in the period incurred as provision for credit losses on the Consolidated Statements of Income. The Company had no collateral dependent loans with a recorded reserve as of June 30, 2025. The Company had one collateral dependent loan totaling $10.0 million in outstanding principal with no recorded reserve as of December 31, 2024.

Other Real Estate Owned (“OREO”)

OREO is carried at the lower of cost or fair value less selling costs. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value using observable market data, the Company records the property as Level 2. When an appraised value using observable market data is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the property as Level 3 valuation. Any fair value adjustments are recorded in the period incurred and expensed against current earnings. The Company had no OREO as of June 30, 2025 or December 31, 2024. 26

Table of Contents The following tables present the carrying value and estimated fair value, including the level within the fair value hierarchy, of the Company’s financial instruments as of June 30, 2025 and December 31, 2024.

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	​	​	Fair Value Measurements at June 30, 2025 Using
​	****	​	​	****	Quoted Prices in		****	​	​	****	​	​	****	​	​
​	​	​	​	​	Active Markets		​	​	​	​	Significant		​	​	​
​	​	​		​	for Identical		​	Significant Other		​	Unobservable		​	​	​
​	​	Carrying Value as of		​	Assets		​	Observable Inputs		​	Inputs		​	Fair Value as of
(Dollars in thousands)	​	June 30, 2025		​	(Level 1)		​	(Level 2)		​	(Level 3)		​	June 30, 2025
Assets:	​	​			​			​			​			​
Cash and cash equivalents	​	$	116,926	​	$	116,926	​	$	—	​	$	—	​	$	116,926
Securities:	​			​			​			​			​
Available-for-sale	​		125,498	​		—	​		125,498	​		—	​		125,498
Held-to-maturity	​		90,264	​		—	​		77,448	​		—	​		77,448
Equity securities, at fair value	​		3,096	​		3,096	​		—	​		—	​		3,096
Restricted securities, at cost	​	​	7,637	​	​	—	​	​	7,637	​	​	—	​	​	7,637
Loans, net of allowance	​		1,897,617	​		—	​		—	​		1,805,372	​		1,805,372
Interest rate swap agreements	​	​	287	​	​	—	​	​	287	​	​	—	​	​	287
Accrued interest receivable	​		5,844	​		—	​		5,844	​		—	​		5,844
Liabilities:	​			​			​			​			​
Time deposits	​	$	734,069	​	$	—	​	$	734,885	​	$	—	​	$	734,885
Other deposits	​	​	1,162,824	​	​	1,162,824	​	​	—	​	​	—	​	​	1,162,824
Federal funds purchased	​	​	16,500	​	​	—	​	​	16,500	​	​	—	​	​	16,500
Federal Home Loan Bank advances	​		56,000	​		—	​		56,025	​		—	​		56,025
Subordinated debt	​		24,833	​		—	​		—	​		22,452	​		22,452
Interest rate swap agreements	​	​	287	​	​	—	​	​	287	​	​	—	​	​	287
Accrued interest payable	​		2,280	​		—	​		2,280	​		—	​		2,280

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	​	​	​	Fair Value Measurements at December 31, 2024 Using
​	****	​	​	****	Quoted Prices in		****	​	​	****	​	​	****	​	​
​	​	​	​	​	Active Markets		​	​	​	​	Significant		​	​	​
​	​	​		​	for Identical		​	Significant Other		​	Unobservable		​	​
​	​	Carrying Value as of		​	Assets		​	Observable Inputs		​	Inputs		​	Fair Value as of
(Dollars in thousands)	​	December 31, 2024		​	(Level 1)		​	(Level 2)		​	(Level 3)		​	December 31, 2024
Assets:	​	​			​			​			​			​
Cash and cash equivalents	​	$	122,469	​	$	122,469	​	$	—	​	$	—	​	$	122,469
Securities:	​			​			​			​			​
Available-for-sale	​		130,257	​		—	​		130,257	​		—	​		130,257
Held-to-maturity	​		92,009	​		—	​		76,270	​		—	​		76,270
Equity securities, at fair value	​		2,832	​		2,832	​		—	​		—	​		2,832
Restricted securities, at cost	​	​	7,634	​	​	—	​	​	7,634	​	​	—	​	​	7,634
Loans, net of allowance	​		1,853,458	​		—	​		—	​		1,749,721	​		1,749,721
Interest rate swap agreements	​	​	549	​	​	—	​	​	549	​	​	—	​	​	549
Accrued interest receivable	​		5,996	​		—	​		5,996	​		—	​		5,996
Liabilities:	​			​			​			​			​
Time deposits	​	$	709,663	​	$	—	​	$	712,366	​	$	—	​	$	712,366
Other deposits	​	​	1,182,752	​	​	1,182,752	​	​	—	​	​	—	​	​	1,182,752
Federal Home Loan Bank advances	​	​	56,000	​		—	​		56,000	​		—	​		56,000
Subordinated debt	​		24,791	​		—	​		—	​		22,126	​		22,126
Interest rate swap agreements	​	​	549	​	​	—	​	​	549	​	​	—	​	​	549
Accrued interest payable	​		2,394	​		—	​		2,394	​		—	​		2,394

​

​ 27

Table of Contents Note 9— Earnings per Common Share

Earnings per common share is calculated in accordance with ASC 260 - Earnings Per Share, which provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method.

Under the two-class method, basic earnings per common share is computed by dividing net earnings allocated to common stock by the weighted-average number of voting common shares outstanding during the applicable period, excluding outstanding participating securities. Diluted earnings per common share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method.

The following table summarizes the computation of earnings per share for the three and six months ended June 30, 2025 and June 30, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended					​	Six months ended					​
​	​	June 30,					​	June 30,					​
​	****	2025		****	2024		****	2025		****	2024		****
Earnings per common share - basic:		​			​		​	​			​		​
Income available to common shareholders (in thousands):		​			​		​	​			​		​
Net income	​	$	5,103	​	$	3,905	​	$	9,913	​	$	8,109	​
Less: Income attributable to unvested restricted stock awards	​		(18)	​		(13)	​		(36)	​		(26)	​
Net income available to common shareholders	​	$	5,085	​	$	3,892	​	$	9,877	​	$	8,083	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average shares outstanding:	​			​			​			​			​
Common shares outstanding, including unvested restricted stock	​		14,271,749	​		14,219,305	​		14,273,683	​		14,197,937	​
Less: Unvested restricted stock	​		(50,152)	​		(46,060)	​		(51,372)	​		(45,822)	​
Weighted-average common shares outstanding - basic	​		14,221,597	​		14,173,245	​		14,222,311	​		14,152,115	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings per common share - basic	​	$	0.36	​	$	0.27	​	$	0.69	​	$	0.57	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings per common share - diluted:	​			​			​			​			​
Income available to common shareholders (in thousands):	​			​			​			​			​
Net income	​	$	5,103	​	$	3,905	​	$	9,913	​	$	8,109	​
Less: Income attributable to unvested restricted stock awards	​		(18)	​		(13)	​		(36)	​		(26)	​
Net income available to common shareholders	​	$	5,085	​	$	3,892	​	$	9,877	​	$	8,083	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average shares outstanding:	​			​			​			​			​
Common shares outstanding, including unvested restricted stock	​		14,271,749	​		14,219,305	​		14,273,683	​		14,197,937	​
Less: Unvested restricted stock	​		(50,152)	​		(46,060)	​		(51,372)	​		(45,822)	​
Plus: Effect of dilutive options	​		1,821	​		26,926	​		8,831	​		37,402	​
Weighted-average common shares outstanding - diluted	​		14,223,418	​		14,200,171	​		14,231,142	​		14,189,517	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings per common share - diluted	​	$	0.36	​	$	0.27	​	$	0.69	​	$	0.57	​

​

Outstanding options to purchase common stock were considered in the computation of diluted earnings per share for the periods presented. All stock options outstanding as of June 30, 2025 and June 30, 2024 were included in computing diluted earnings per share for the three and six months ended June 30, 2025 and June 30, 2024, respectively, as none had anti-dilutive effects.

​

Note 10— Stock Based Compensation Plan

The Company’s share-based compensation plan, approved by stockholders on June 17, 2025 (“2025 Plan”), provides for the grant of share-based awards in the form of incentive stock options, non-incentive stock options, restricted stock awards and restricted stock units to directors and employees. The Company reserved 425,000 shares of voting common stock for issuance under the 2025 Plan, all of which was available for grant in future periods as of June 30, 2025. Stock options to be granted under the 2025 Plan typically vest over five years and expire 10 years from the grant date. Under the 2025 Plan, the exercise price of options may not be less than 100% of fair 28

Table of Contents market value at the grant date with a maximum term for an option award of 10 years from the grant date. The Company’s Compensation Committee administers the 2025 Plan and has the authority to determine the terms and conditions of each award thereunder.

The Company’s previous share-based compensation plan, the 2015 Stock Option Plan (“2015 Plan”), provided for the grant of share-based awards in the form of incentive stock options, non-incentive stock options, restricted stock and restricted stock units to directors and employees. The 2015 Plan provided for awards of up to 976,211 shares of voting common stock. The plan expired on April 28, 2025 and was replaced by the 2025 Plan. Share based-awards outstanding prior to April 28, 2025 were granted under the 2015 Plan and shall be subject to the provisions of the 2015 Plan.

The table below provides a summary of the stock options activity for the six months ended June 30, 2025.

​

​	​	​	​	​	​	​	​	​
​	​	June 30, 2025
​	​	​	​	Weighted Average		​	Aggregate Intrinsic
​	****	Shares	****	Exercise Price		****	Value
Outstanding at January 1, 2025		58,660	​	$	11.77		​
Granted		—	​		—		​
Exercised		(56,224)	​		11.77		​
Forfeited or expired		(2,436)	​		11.77		​
Outstanding at June 30, 2025		—	​		—	​	$	—
Exercisable June 30, 2025		—	​	$	—	​	$	—

​

The aggregate intrinsic value of stock options in the table above represents the total amount by which the current market value of the underlying stock exceeds the exercise price of the option that would have been received by the Company had all option holders exercised their options on June 30, 2025. The intrinsic value of options exercised was $125 thousand and $253 thousand for the three and six months ended June 30, 2025, respectively, and $116 thousand and $570 thousand for the three and six months ended June 30, 2024. These amounts and the intrinsic values noted above change based on changes in the market value of the Company’s voting common stock.

There were no options granted during the three or six months ended June 30, 2025 or June 30, 2024.

The Company did not record any share-based compensation expense applicable to the Company’s share-based compensation plans for stock options during the three and six months ended June 30, 2025 or June 30, 2024.

The Company does not have any unrecognized share-based compensation expense related to nonvested options as of June 30, 2025.

The table below provides a summary of the restricted stock awards activity for the six months ended June 30, 2025.

​

​	​	​	​	​	​
​	​	June 30, 2025
​	​	​	​	Weighted Average
​	****	Shares	****	Grant Date Fair Value
Nonvested at January 1, 2025		54,388	​	$	21.97
Granted		1,250	​		18.60
Vested		(2,975)	​		16.31
Forfeited		(2,630)	​		22.49
Nonvested at June 30, 2025		50,033	​	​	22.20

​

Compensation expense for restricted stock grants is recognized over the vesting period of the awards based on the fair value of the Company’s voting common stock at issue date. The fair value of the stock was determined using the closing stock price on the day of grant. The restricted stock grants vest over two to five years. The Company awarded restricted stock grants for 1,250 shares of common stock during the six months ended June 30, 2025.

Share-based compensation expense applicable to the Company’s share-based compensation plans for restricted stock grants was $120 thousand and $133 thousand for the three months ended June 30, 2025 and June 30, 2024, respectively. The total fair value of the shares, which vested during the three months ended June 30, 2025 and June 30, 2024, was $6 thousand and $7 thousand, respectively.

Share-based compensation expense applicable to the Company’s share-based compensation plans for restricted stock grants was $238 thousand and $265 thousand for the six months ended June 30, 2025 and June 30, 2024, respectively. The total fair value of the shares, which vested during the six months ended June 30, 2025 and June 30, 2024, was $56 thousand and $56 thousand, respectively. 29

Table of Contents Unrecognized share-based compensation expense related to nonvested restricted stock grants amounted to $858 thousand as of June 30, 2025. This amount is expected to be recognized over a weighted-average period of 1.85 years.

​

Note 11— Regulatory Capital

The Company is a bank holding company with less than $3 billion in assets and does not (i) have significant off balance sheet exposure, (ii) engage in significant non-banking activities, or (iii) have a material amount of securities registered under the Securities Exchange Act of 1934, as amended (“Exchange Act”). As a result, the Company qualifies as a small bank holding company under the Federal Reserve’s Small Bank Holding Company Policy Statement and is currently not subject to consolidated regulatory capital requirements.

The Bank is subject to capital adequacy standards adopted by the Federal Reserve, including the capital rules that implemented the Basel III regulatory capital reforms developed by the Basel Committee on Banking Supervision. Failure to meet minimum capital requirements can initiate certain mandatory – possibly additional discretionary – actions by regulators that, if undertaken, could have a direct material effect on the financial statements. Under capital adequacy guidelines, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Management believes that the Bank met all capital adequacy requirements to which it was subject as of June 30, 2025 and December 31, 2024.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, common equity Tier 1 to risk-weighted assets, and Tier 1 capital to average assets.

In addition to the minimum regulatory capital required for capital adequacy purposes, the Bank is required to maintain a minimum capital conservation buffer above those minimums in the form of common equity. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases, and discretionary compensation paid to certain officers, based on the amount of the shortfall. The capital conservation buffer was 2.5% at June 30, 2025, and is applicable for the common equity Tier 1, Tier 1, and total capital ratios.

As of June 30, 2025, the most recent notification from the Federal Reserve Bank of Richmond (“Federal Reserve Bank”) categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the institution must maintain minimum total risk-based, common equity Tier 1, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since the notification that management believes have changed the Bank’s category.

The table below provides a summary of the Bank’s capital ratios as of June 30, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	Minimum To Be Well				​
​	​	​	​	​	​	​	Minimum				​	Capitalized Under Prompt
​	​	​				​	Capital Requirement^(1)^				​	Corrective Action
(Dollars in thousands)	****	Amount		****	Ratio	****	Amount		****	Ratio	****	Amount		****	Ratio	****
As of June 30, 2025		​					​					​				​
Total capital (to risk weighted assets)	​	$	305,511		16.3	%	$	196,479		10.5	%	$	187,123		10.0	%
Tier 1 capital (to risk weighted assets)	​		285,579		15.3	%		159,054		8.5	%		149,698		8.0	%
Common equity tier 1 capital (to risk weighted assets)	​		285,579		15.3	%		130,986		7.0	%		121,630		6.5	%
Tier 1 capital (to average assets)	​		285,579		12.8	%		89,437		4.0	%		111,796		5.0	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
As of December 31, 2024	​					​					​					​
Total capital (to risk weighted assets)	​	$	295,119		16.2	%	$	191,088		10.5	%	$	181,989		10.0	%
Tier 1 capital (to risk weighted assets)	​	​	276,468		15.2	%		154,690		8.5	%		145,591		8.0	%
Common equity tier 1 capital (to risk weighted assets)	​	​	276,468		15.2	%		127,392		7.0	%		118,293		6.5	%
Tier 1 capital (to average assets)	​	​	276,468		12.4	%		89,438		4.0	%		111,798		5.0	%

(1)Including capital conservation buffer.

​ 30

Table of Contents Note 12— Revenue

Certain of the Company’s non-interest revenue streams are derived from short-term contacts associated with services provided to deposit account holders as well as other ancillary services, which are accounted for in accordance with ASC 606 – Revenue Recognition. For most of these revenue streams, the duration of the contract does not extend beyond the services performed. Due to the short duration of most customer contracts that generate non-interest income, no significant judgments must be made in the determination of the amount and timing of revenue recognized.

The following table shows the components of non-interest income for the three and six months ended June 30, 2025 and June 30, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended					​	Six months ended					​
​	​	June 30,					​	June 30,					​
(Dollars in thousands)	****	2025		****	2024		****	2025		****	2024		****
Service charges on deposit accounts ^(1)^		​			​		​	​			​		​
Overdrawn account fees	​	$	23	​	$	22	​	$	41	​	$	43	​
Account service fees	​		63	​		66	​		127	​		133	​
Other service charges and fees ^(1)^	​			​			​			​			​
Interchange income	​		87	​		91	​		167	​		180	​
Other charges and fees	​		54	​		74	​		127	​		134	​
Net gain (loss) on premises and equipment ^(1)^	​		—	​		—	​		(3)	​		—	​
Insurance commissions ^(1)^	​		33	​		40	​		246	​		292	​
Gain on sale of government guaranteed loans	​	​	61	​	​	216	​	​	97	​	​	349	​
Non-qualified deferred compensation plan asset gains, net	​	​	182	​	​	35	​	​	206	​	​	159	​
Other operating income ^(2)^	​		4	​		11	​		4	​		83	​
Total non-interest income	​	$	507	​	$	555	​	$	1,012	​	$	1,373	​
(1)	Income within the scope of ASC 606.
---	---
(2)	Includes other operating income within the scope of ASC 606 amounting to $4 thousand for both the three and six months ended June 30, 2025, as well as $11 and $19 thousand for the three and six months ended June 30, 2024, respectively. Includes other operating income of $0 and $64 thousand related to swap fee income on a back-to-back loan swaps for the six months ended June 30, 2025 and June 30, 2024, respectively, which is outside the scope of ASC 606.
---	---

A description of the Company’s revenue streams accounted for under ASC 606 follows:

Service charges on deposit accounts

Service charges on deposit accounts consist of overdrawn account fees and account service fees. Overdrawn account fees are recognized at the point in time that the overdraft occurs. Account service fees consist primarily of account analysis and other maintenance fees and are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Payment for service charges on deposit accounts is received immediately or in the following month through a direct charge to customers’ accounts.

Other service charges and fees

Other service charges and fees are primarily comprised of interchange income and other charges and fees. Interchange income is earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa. Other charges and fees include revenue from processing wire transfers, cashier’s checks, and other transaction-based services. The Company’s performance obligation for these charges and fees is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Net gains (losses) on premises and equipment

The Company records a gain or loss on the disposition of premises and equipment when control of the property transfers or is involuntarily converted to a monetary asset (e.g., insurance proceeds). This income is reflected in other operating income on the Company’s Consolidated Statements of Income. 31

Table of Contents Insurance commissions

The Company performs the function of an insurance intermediary by introducing the policyholder and insurer and is compensated in the form of a commission for placement of an insurance policy based on a percentage of premiums issued and maintained during the period. Revenue is recognized when received.

​

Note 13— Other Operating Expenses

The following table shows the components of other operating expenses for the three and six months ended June 30, 2025 and June 30, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended					​	Six months ended					​
​	​	June 30,					​	June 30,					​
(Dollars in thousands)	****	2025		****	2024		****	2025		****	2024		****
Advertising expense	​	$	(5)	​	$	97	​	$	157	​	$	194	​
Data processing	​		579	​		530	​		1,168	​		1,057	​
FDIC insurance	​		225	​		220	​		472	​		480	​
Professional fees	​		305	​		208	​		526	​		494	​
State franchise tax	​		641	​		574	​		1,238	​		1,144	​
Director costs	​		170	​		189	​		339	​		400	​
Other operating expenses	​		498	​		467	​		939	​		882	​
Total other operating expenses	​	$	2,413	​	$	2,285	​	$	4,839	​	$	4,651	​

​

​

Note 14— Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in accumulated other comprehensive income (loss), by category, net of tax for the six months ended June 30, 2025 and June 30, 2024.

​

​	​	​	​	​	​	​	​	​	​
​	​	June 30, 2025
​	​	​	​	​	Unrealized Gains on		​	​	​
​	​	​	​	​	Securities Transferred from		​	​	​
​	​	Unrealized Loss on		​	Available-for-sale to		​	Accumulated Other
(Dollars in thousands)	****	Available-for-sale Securities		****	Held-to-maturity		****	Comprehensive Loss
Beginning balance, January 1, 2025	​	$	(10,732)	​	$	80	​	$	(10,652)
Net change during the period	​		2,178	​		(15)	​		2,163
Ending balance, June 30, 2025	​	$	(8,554)	​	$	65	​	$	(8,489)

​

​	​	​	​	​	​	​	​	​	​
​	****	June 30, 2024
​	​	​	​	​	Unrealized Gains on		​	​	​
​	​	​	​	​	Securities Transferred from		​	​	​
​	​	Unrealized Loss on		​	Available-for-sale to		​	Accumulated Other
(Dollars in thousands)	****	Available-for-sale Securities		****	Held-to-maturity		****	Comprehensive (Loss)
Beginning balance, January 1, 2024	​	$	(12,400)	​	$	149	​	$	(12,251)
Net change during the period	​		(260)	​		(44)	​		(304)
Ending Balance, June 30, 2024	​	$	(12,660)	​	$	105	​	$	(12,555)

​

The Company did not have any items reclassified out of accumulated other comprehensive income (loss) to net income during the six months ended June 30, 2025 or the six months ended June 30, 2024.

​ 32

Table of Contents ​

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the consolidated financial condition and results of operations of the Company and its subsidiary should be read in conjunction with the consolidated financial statements and related notes presented in Item 1, Financial Statements, of this Form 10-Q. Historical results of operations and the percentage relationships among any amounts included, and any trends that may appear, may not indicate results of operations or trends in operations for any future periods.

Use of Non-GAAP Financial Measures

This discussion and analysis contains financial information determined by methods other than in accordance with GAAP. Management believes that the supplemental non-GAAP information provides a better comparison of period-to-period operating performance. Additionally, the Company believes this information is utilized by regulators and market analysts to evaluate a company’s financial condition and therefore, such information is useful to investors. Non-GAAP measures used in this report consist of tax-equivalent net interest income, tax-equivalent net interest margin, and pre-tax, pre-provision earnings.

These disclosures should not be viewed as a substitute for or more important than financial results in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies. Where the non-GAAP financial measure is used, the comparable GAAP financial measure, as well as reconciliation to that comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the non-GAAP financial measure, can be found within this discussion and analysis.

Cautionary Note on Forward-Looking Statements

In addition to historical information, this Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on certain assumptions and describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. These forward-looking statements are based on our beliefs and assumptions and on the information available to us at the time that these disclosures were prepared, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from any future results expressed or implied by such forward-looking statements. Although we believe the expectations reflected in such forward-looking statements are reasonable, we can give no assurance such expectations will prove to have been correct. Should any known or unknown risks and uncertainties develop into actual events, those developments could have material adverse effects on our business, financial condition and results of operations. Factors that could have a material adverse effect on the operations of the Company and the Bank include, but are not limited to, the following:

●	the concentration of our business in the Washington, D.C. metropolitan area and the effect of changes in the economic, political and environmental conditions on this market, including potential reductions in spending by the U.S. Government and related reductions in the federal workforce;
●	adequacy of our allowance for loan credit losses, allowance for unfunded commitments credit losses, and allowance for credit losses associated with our held-to-maturity and available-for-sale securities portfolios;
---	---
●	deterioration of our asset quality;
---	---
●	future performance of our loan portfolio with respect to recently originated loans;
---	---
●	the level of prepayments on loans and mortgage-backed securities;
---	---
●	liquidity, interest rate and operational risks associated with our business;
---	---

​ 33

Table of Contents

●	changes in our financial condition or results of operations that reduce capital;
●	our ability to maintain existing deposit relationships or attract new deposit relationships;
---	---
●	changes in consumer spending, borrowing and savings habits;
---	---
●	inflation and changes in interest rates that may reduce our margins or reduce the fair value of financial instruments;
---	---
●	changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve;
---	---
●	additional risks related to new lines of business, products, product enhancements or services;
---	---
●	increased competition with other financial institutions and fintech companies;
---	---
●	adverse changes in the securities markets;
---	---
●	changes in the financial condition or future prospects of issuers of securities that we own;
---	---
●	our ability to maintain an effective risk management framework;
---	---
●	changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory structure and in regulatory fees and capital requirements;
---	---
●	compliance with legislative or regulatory requirements;
---	---
●	results of examination of us by our regulators, including the possibility that our regulators may require us to increase our allowance for credit losses or to write-down assets or take similar actions;
---	---
●	potential claims, damages, and fines related to litigation or government actions;
---	---
●	the effectiveness of our internal controls over financial reporting and our ability to remediate any future material weakness in our internal controls over financial reporting;
---	---
●	geopolitical conditions, including trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, negatively impacting business and economic conditions in the U.S. and abroad;
---	---
●	the effects of weather-related or natural disasters, which may negatively affect our operations and/or our loan portfolio and increase our cost of conducting business;
---	---
●	public health events (such as the COVID-19 pandemic) and governmental and societal responses thereto;
---	---
●	technological risks and developments, and cyber threats, attacks, or events;
---	---
●	changes in accounting policies and practices;
---	---
●	our ability to successfully capitalize on growth opportunities;
---	---
●	our ability to retain key employees;
---	---
●	deteriorating economic conditions, either nationally or in our market area, including higher unemployment and lower real estate values;
---	---
●	implications of our status as a smaller reporting company and as an emerging growth company; and
---	---
●	other factors discussed in Item 1A. Risk Factors in the Company’s 2024 Annual Report on Form 10-K filed with the SEC on March 28, 2025.
---	---

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We do not undertake, and specifically disclaim any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary note.

​ 34

Table of Contents Overview

We are a bank holding company headquartered in Reston, Virginia primarily serving the Washington, D.C. metropolitan area. The material business operations of our organization are performed through the Bank. As a result, the discussion and analysis within this section primarily relate to activities conducted at the Bank.

As with most community banks, the Bank derives a significant portion of its income from interest received on loans and investments. The Bank’s primary source of funding is deposits, both interest-bearing and non-interest-bearing. To account for credit risk inherent in all loans, the Bank maintains an allowance for loan credit losses to absorb lifetime losses on existing loans. The Bank establishes and maintains this allowance by recording a provision for credit losses against earnings. In addition to net interest income, the Bank also generates income through service charges on deposits, insurance commission income, merchant services fee income, swap fee income and gain on sale of the guaranteed portion of SBA 7(a) loans. In order to maintain its operations, the Bank incurs various operating expenses which are further described within the “Results of Operations” later in this section.

As of June 30, 2025, the Company had total consolidated assets of $2.27 billion, total loans net of unearned income of $1.92 billion, total deposits of $1.90 billion and total shareholders’ equity of $253.7 million.

Critical Accounting Policies and Estimates

The Company’s accounting and reporting policies conform to GAAP, as well as general practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements may reflect different estimates, assumptions, and judgments. Certain policies inherently rely more extensively on the use of estimates, assumptions, and judgments and as such may have a greater possibility of producing results that could be materially different than originally reported.

Our most significant accounting policies are described in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 1 to our audited financial statements for the year ended December 31, 2024, included in the Company’s 2024 Annual Report on Form 10-K filed with the SEC on March 28, 2025.

​ 35

Table of Contents Selected Financial Data

The following table contains selected historical consolidated financial data as of the dates and for the periods shown. The selected balance sheet data as of June 30, 2025 and June 30, 2024 and the selected income statement data for the three and six months ended June 30, 2025 and June 30, 2024 have been derived from our consolidated financial statements.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	As of or for the Three Months Ended					​	​	As of or for the Six Months Ended					​
(Dollars in thousands, except per share data)	****	June 30, 2025		****	June 30, 2024		****	****	June 30, 2025		****	June 30, 2024		****
Balance Sheet Data:	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loans, net of unearned income	​	$	1,916,915	​	$	1,827,187	​	​	$	1,916,915	​	$	1,827,187	​
Allowance for loan credit losses	​		19,298	​		18,433	​	​		19,298	​		18,433	​
Total assets	​		2,267,953	​		2,269,757	​	​		2,267,953	​		2,269,757	​
Deposits	​		1,896,893	​		1,912,840	​	​		1,896,893	​		1,912,840	​
Shareholders’ equity	​		253,732	​		235,346	​	​		253,732	​		235,346	​
Asset Quality Data:	​			​			​	​			​			​
Net (charge-offs) recoveries to average total loans, net of unearned income	​		0.00	%		0.00	%	​		0.00	%		0.00	%
Allowance for loan credit losses to nonperforming loans	​		N/M	​		N/M	​	​		N/M	​		N/M	​
Allowance for loan credit losses to total gross loans net of unearned income	​		1.01	%		1.01	%	​		1.01	%		1.01	%
Non-performing assets to total assets	​		0.00	%		0.00	%	​		0.00	%		0.00	%
Non-performing loans to total loans	​		0.00	%		0.00	%	​		0.00	%		0.00	%
Capital Ratios (Bank level):	​			​			​	​			​			​
Equity-to-total assets ratio	​		12.2	%		11.4	%	​	​	12.2	%	​	11.4	%
Total risk-based capital ratio	​		16.3	%		16.4	%	​		16.3	%		16.4	%
Tier 1 risk-based capital ratio	​		15.3	%		15.4	%	​		15.3	%		15.4	%
Common equity tier 1 ratio	​		15.3	%		15.4	%	​	​	15.3	%	​	15.4	%
Leverage ratio	​		12.8	%		12.2	%	​		12.8	%		12.2	%
Income Statement Data:	​			​			​	​			​			​
Interest and dividend income	​	$	27,843	​	$	26,791	​	​	$	55,147	​	$	53,710	​
Interest expense	​		12,917	​		14,710	​	​		26,124	​		29,885	​
Net interest income	​	$	14,926	​	$	12,081	​	​	$	29,023	​	$	23,825	​
Provision for (recovery of) credit losses	​		537	​		(292)	​	​		707	​		(1,068)	​
Non-interest income	​		507	​		555	​	​		1,012	​		1,373	​
Non-interest expense	​		8,313	​		7,909	​	​		16,561	​		15,833	​
Income before taxes	​	$	6,583	​	$	5,019	​	​	$	12,767	​	$	10,433	​
Income tax expense	​		1,480	​		1,114	​	​		2,854	​		2,324	​
Net income	​	$	5,103	​	$	3,905	​	​	$	9,913	​	$	8,109	​
Per Share Data and Shares Outstanding:	​			​			​	​			​			​
Weighted average common shares (basic)	​		14,221,597	​		14,173,245	​	​		14,222,311	​		14,152,115	​
Weighted average common shares (diluted)	​		14,223,418	​		14,200,171	​	​		14,231,142	​		14,189,517	​
Common shares outstanding	​		14,231,389	​		14,229,853	​	​		14,231,389	​		14,229,853	​
Earnings per share, basic	​	$	0.36	​	$	0.27	​	​	$	0.69	​	$	0.57	​
Earnings per share, diluted	​	$	0.36	​	$	0.27	​	​	$	0.69	​	$	0.57	​
Book value per share	​	$	17.83	​	$	16.54	​	​	$	17.83	​	$	16.54	​
Performance Ratios:	​			​			​	​			​			​
Return on average assets ("ROAA")^(1)^	​		0.91	%		0.70	%	​		0.89	%		0.72	%
Return on average equity ("ROAE")^(2)^	​		8.06	%		6.68	%	​		7.91	%		6.95	%
Net interest margin	​		2.69	%		2.19	%	​		2.63	%		2.14	%
Tax-equivalent net interest margin (Non-GAAP)^(3)^	​	​	2.70	%	​	2.19	%	​	​	2.64	%	​	2.15	%
Non-interest expense to average assets^(4)^	​	​	1.49	%	​	1.42	%	​	​	1.49	%	​	1.41	%
Efficiency ratio^(5)^	​		53.9	%		62.6	%	​		55.1	%		62.8	%

N/M – Not meaningful

(1)	ROAA is calculated by dividing year-to-date net income annualized by year-to-date average assets.
(2)	ROAE is calculated by dividing year-to-date net income annualized by year-to-date average equity.
---	---

36

Table of Contents

(3)	Tax-equivalent net interest margin for all periods presented is reported on a tax-equivalent basis using the federal statutory tax rate of 21%.
(4)	Non-interest expense to average assets is calculated by dividing year-to-date annualized non-interest expense by year-to-date average assets.
---	---
(5)	The efficiency ratio is calculated by dividing non-interest expense by the sum of net interest income and non-interest income.
---	---

Results of Operations – Six Months Ended June 30, 2025 and June 30, 2024

Overview

The Company reported net income of $9.9 million for the six months ended June 30, 2025, an increase of $1.8 million or 22.2% when compared to the six months ended June 30, 2024. Diluted earnings per common share were $0.69 for the six months ended June 30, 2025, compared to diluted earnings per common share of $0.57 for the six months ended June 30, 2024, representing a 21.0% increase.

Net interest income for the six months ended June 30, 2025 increased $5.2 million or 21.8% compared to the same period of 2024, driven primarily by the decrease in costs of interest-bearing liabilities coupled with the increases in yield on interest-earning assets.

The Company recorded a $707 thousand provision for credit losses for the six months ended June 30, 2025 compared to a $1.1 million recovery of provision for credit losses for the six months ended June 30, 2024. Additional discussion of the provision for credit losses is included below under the heading Provision for Credit Losses.

Non-interest income decreased $361 thousand during the six months ended June 30, 2025 compared to the same period of 2024.  The decrease was primarily driven by a $252 thousand decrease on the recorded gain on sale of the government guaranteed portion of the SBA 7(a) loans due to decreased sale activity, a $64 thousand decrease in swap fee income and a $46 thousand decrease in insurance commissions.

​

Non-interest expense increased $728 thousand or 4.6% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in non-interest expense was primarily driven by a $592 thousand or 6.1% increase in salaries and employee benefits. The Company hired five business development officers during the preceding twelve months.  Other expenses increased $189 thousand or 4.1% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.  Increases were primarily in data processing and franchise tax, partially offset by a reduction in marketing expense. Furniture and equipment expenses increased $32 thousand or 5.4% for the six months ended June 30, 2025 compared to the same period in 2024. The increase was due to investment and maintenance in technology. These increases were partially offset by a decrease in the Company’s occupancy expense, which declined by $85 thousand or 9.5% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to relocating a branch to a less expensive, more favorable location.

The ROAA for the six months ended June 30, 2025 and June 30, 2024 was 0.89% and 0.72%, respectively. The ROAE for the six months ended June 30, 2025 and June 30, 2024 was 7.91% and 6.95%, respectively.

​ 37

Table of Contents Net Interest Income and Net Interest Margin

The following table presents the average balance for each principal balance sheet category, and the amount of interest income or expense associated with that category, as well as corresponding average yields earned and rates paid for the six months ended June 30, 2025 and June 30, 2024.

Average Balance Sheets and Interest Rates on Interest-Earning Assets and Interest-Bearing Liabilities

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the Six Months Ended							​	For the Six Months Ended							​
​	​	June 30, 2025							​	June 30, 2024
​	****	​	​	****	Interest Income /		****	Average	****	​	​	****	Interest Income /		****	Average	****
(Dollars in thousands)	​	Average Balance		​	Expense		​	Rate	​	Average Balance		​	Expense		​	Rate	****
Assets:		​			​					​			​				​
Securities:		​			​					​			​				​
Taxable	​	$	228,940		$	2,346		2.07	%	$	261,970		$	2,629		2.02	%
Tax-exempt^(1)^	​		1,379		​	22		3.22	%		1,380		​	22		3.21	%
Total securities	​	$	230,319	​	$	2,368		2.07	%	$	263,350	​	$	2,651		2.02	%
Loans, net of unearned income^(2)^:	​			​					​			​					​
Taxable	​		1,851,710	​		49,770		5.42	%		1,803,507	​		46,684		5.21	%
Tax-exempt^(1)^	​		16,586	​		325		3.95	%		19,837	​		378		3.83	%
Total loans, net of unearned income	​	$	1,868,296	​	$	50,095		5.41	%	$	1,823,344	​	$	47,062		5.19	%
Interest-bearing deposits in other banks	​	$	124,164	​	$	2,756		4.48	%	$	148,445	​	$	4,080		5.53	%
Total interest-earning assets	​	$	2,222,779	​	$	55,219		5.01	%	$	2,235,139	​	$	53,793		4.84	%
Total non-interest earning assets	​		13,020	​	​	​			​		16,726	​	​	​			​
Total assets	​	$	2,235,799	​	​	​			​	$	2,251,865	​	​	​			​
Liabilities & Shareholders’ Equity:	​			​					​			​					​
Interest-bearing deposits:	​			​					​			​					​
NOW accounts	​	$	343,682	​	$	3,961		2.32	%	$	308,612	​	$	4,211		2.74	%
Money market accounts	​		343,810	​		4,600		2.70	%		323,287	​		5,122		3.19	%
Savings accounts	​		42,574	​		211		1.00	%		52,122	​		361		1.39	%
Time deposits	​		724,806	​		15,528		4.32	%		791,157	​		17,687		4.50	%
Total interest-bearing deposits	​	$	1,454,872	​	$	24,300		3.37	%	$	1,475,178	​	$	27,381		3.73	%
Federal funds purchased	​	​	92	​	​	2	​	4.38	%	​	55	​	​	2	​	7.31	%
Subordinated debt	​		24,810	​		698		5.67	%		24,726	​		698		5.68	%
Federal Reserve Bank borrowings	​	​	—	​	​	—	​	N/M	​	​	76,116	​	​	1,804	​	4.77	%
Federal Home Loan Bank advances	​		56,000	​		1,124		4.05	%		—	​		—		N/M	​
Total interest-bearing liabilities	​	$	1,535,774	​	$	26,124		3.43	%	$	1,576,075	​	$	29,885		3.81	%
Demand deposits	​		429,322	​	​	​			​		423,414	​	​	​			​
Other liabilities	​		17,975	​	​	​			​		17,832	​	​	​			​
Total liabilities	​	$	1,983,071	​	​	​			​	$	2,017,321	​	​	​			​
Shareholders’ equity	​	$	252,728	​	​	​			​	$	234,544	​	​	​			​
Total liabilities and shareholders’ equity	​	$	2,235,799	​	​	​			​	$	2,251,865	​	​	​			​
Tax-equivalent net interest income and spread (Non-GAAP)^(1)^	​	​	​	​	$	29,095	​	1.58	%	​	​	​	$	23,908	​	1.03	%
Less: tax-equivalent adjustment	​	​	​	​	​	72	​	​	​	​	​	​	​	83	​	​	​
Net interest income and spread (GAAP)	​	​	​	​	$	29,023	​	1.57	%	​	​	​	$	23,825	​	1.02	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest income/earnings assets	​	​	​	​	​	​	​	5.00	%	​	​	​	​	​	​	4.83	%
Interest expense/earning assets	​	​	​	​	​	​	​	2.37	%	​	​	​	​	​	​	2.69	%
Net interest margin	​	​	​	​	​	​	​	2.63	%	​	​	​	​	​	​	2.14	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Tax-equivalent interest income/earnings assets (Non-GAAP)^(1)^	​	​	​	​	​	​	​	5.01	%	​	​	​	​	​	​	4.84	%
Interest expense/earning assets	​	​	​	​	​	​	​	2.37	%	​	​	​	​	​	​	2.69	%
Tax-equivalent net interest margin (Non-GAAP)^(3)^	​	​	​	​	​	​	​	2.64	%	​	​	​	​	​	​	2.15	%

N/M – Not meaningful

(1)	Income and yields for all periods presented are reported on a tax-equivalent basis using the federal statutory tax rate of 21%.
(2)	The Company did not have any loans on nonaccrual as of June 30, 2025 or June 30, 2024.
---	---
(3)	Tax-equivalent net interest margin adjusts for differences in tax treatment of interest income sources. The entire tax-equivalent adjustment is attributable to interest income on earning assets. Interest expense and the related cost of interest-bearing liabilities and cost of funds ratios are not affected by the tax-equivalent components.
---	---

38

Table of Contents ​

Tax-equivalent net interest margin as presented above is calculated by dividing tax-equivalent net interest income by total average earning assets. Net interest income, on a tax-equivalent basis, is a financial measure that the Company believes provides a more accurate picture of the interest margin for comparative purposes. Tax-equivalent net interest income is calculated by adding the tax benefit on certain securities and loans, whose interest is tax-exempt, to total interest income then subtracting total interest expense. The following table, “Tax-Equivalent Net Interest Income,” reconciles net interest income to tax-equivalent net interest income, which is a non-GAAP measure.

Tax-Equivalent Net Interest Income

​	​	​	​	​	​	​
​	​	Six months ended
​	​	June 30,
(Dollars in thousands)		2025			2024
GAAP Financial Measurements:	​	​			​
Interest Income - Loans	​	$	50,027	​	$	46,983
Interest Income - Securities and Other Interest-Earning Assets	​		5,120	​		6,727
Interest Expense - Deposits	​		24,300	​		27,381
Interest Expense - Borrowings	​		1,824	​		2,504
Total Net Interest Income (GAAP)	​	$	29,023	​	$	23,825
​	​	​	​	​	​	​
Non-GAAP Financial Measurements:	​			​
Add: Tax Benefit on Tax-Exempt Interest Income - Loans	​		68	​		79
Add: Tax Benefit on Tax-Exempt Interest Income - Securities	​		4	​		4
Total Tax Benefit on Tax-Exempt Interest Income ^(1)^	​	$	72	​	$	83
Tax-Equivalent Net Interest Income (Non-GAAP)	​	$	29,095	​	$	23,908

(1)Tax benefit was calculated using the federal statutory tax rate of 21%.

​

Net interest income increased $5.2 million or 21.7% on a fully tax-equivalent basis for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase in fully tax-equivalent net interest income was driven by the decrease in the cost of interest-bearing liabilities combined with the increases in yields on interest-earning assets.

On a fully tax-equivalent basis, the net interest margin was 2.64% for the six months ended June 30, 2025, compared to 2.15% for the six months ended June 30, 2024. The 49 basis points increase in net interest margin was due to a combination of a 38 basis points decrease in the cost of interest-bearing liabilities and a 17 basis points increase in yields in interest-earning assets. The cost of interest-bearing liabilities was 3.43% for the six months ended June 30, 2025 compared to 3.81% for the six months ended June 30, 2024.  Rates declined across all deposit categories, most notably in time deposits, money market accounts and NOW deposit accounts, which declined 18 basis points, 49 basis points and 42 basis points, respectively. Total cost of borrowings declined from 4.99% in the prior year period to 4.55% in the current year period, mainly as a result of the payoff of higher cost Bank Term Funding Program borrowings in September 2024, which were partially replaced with lower cost FHLB advances.

The loan portfolio’s yield for the six months ended June 30, 2025 was 5.41% compared to 5.19% for the six months ended June 30, 2024. The increase of 22 basis points was primarily attributable to an increase in yield on the Company’s variable rate loans as a result of an increase in interest rates subsequent to June 30, 2024 coupled with a higher weighted average yield on loans originated since the first half of 2024.

The yield on interest-bearing deposits due from banks for the six months ended June 30, 2025 was 4.48% compared to 5.53% for the six months ended June 30, 2024. The decrease of 105 basis points was directly attributable to three fed funds rate cuts totaling 100 basis points, which occurred during the second half of 2024.

​ 39

Table of Contents The following table presents the effects of changing rates and volumes on tax-equivalent net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated to volume.

Rate/Volume Analysis

​	​	​	​	​	​	​	​	​	​
​	​	For the Six Months Ended June 30,
​	​	2025 and 2024
​	​	Increase					​	​	​
​	​	(Decrease) Due to					​	​	​
(Dollars in thousands)	****	Volume		****	Rate		****	Total Increase (Decrease)
Interest-earning Assets:		​			​			​
Securities:	​			​			​
Taxable	​	$	(336)	​	$	53	​	$	(283)
Tax-exempt^(1)^	​		—	​		—	​		—
Total securities	​	$	(336)	​	$	53	​	$	(283)
Loans, net of unearned income:	​			​			​
Taxable	​		1,295	​		1,791	​		3,086
Tax-exempt^(1)^	​		(63)	​	​	10	​		(53)
Total loans, net of unearned income^(2)^	​	$	1,232	​	$	1,801	​	$	3,033
Interest-bearing deposits in other banks	​	$	(542)	​	$	(782)	​	$	(1,324)
Total interest-earning assets	​	$	354	​	$	1,072	​	$	1,426
Interest-bearing Liabilities:	​			​			​
Interest-bearing deposits:	​			​			​
NOW accounts	​	$	460	​	$	(710)	​	$	(250)
Money market accounts	​		363	​		(885)	​		(522)
Savings accounts	​		(47)	​		(103)	​		(150)
Time deposits	​		(1,354)	​		(805)	​		(2,159)
Total interest-bearing deposits	​	$	(578)	​	$	(2,503)	​	$	(3,081)
Federal funds purchased	​		—	​		—	​		—
Subordinated debt	​		2	​		(2)	​		—
Federal Reserve Bank borrowings	​	​	(1,804)	​		—	​		(1,804)
Federal Home Loan Bank advances	​		1,124	​		—	​		1,124
Total interest-bearing liabilities	​	$	(1,256)	​	$	(2,505)	​	$	(3,761)
Change in tax-equivalent net interest income (Non-GAAP)	​	$	1,610	​	$	3,577	​	$	5,187
(1)	Income and yields for all periods presented are reported on a tax-equivalent basis using the federal statutory tax rate of 21%.
---	---

(2)The Company did not have any loans on nonaccrual as of June 30, 2025 or June 30, 2024.

​

Interest Income

Interest income increased by $1.4 million or 2.7% to $55.2 million on a fully tax-equivalent basis for the six months ended June 30, 2025 compared to $53.8 million for the six months ended June 30, 2024, driven by both an increase in rates and volume on interest-earning assets. The increase in rate and volume on interest-earning assets was primarily attributable to the Company’s loan portfolio.

Fully tax-equivalent interest income on loans increased by approximately $3.0 million as a result of an increase in rate and volume. Average loans increased $45.0 million between the six months ended June 30, 2025 and June 30, 2024, which was primarily attributable to origination volume in the investor real estate, construction and development, and residential mortgage loan portfolios subsequent to June 30, 2024.

Fully tax-equivalent interest income on investment securities decreased by approximately $283 thousand, primarily as a result of a decrease in volume. Average investment securities decreased approximately $33.0 million between the six months ended June 30, 2025 and June 30, 2024, primarily due to maturities and the amortization of the portfolio. 40

Table of Contents Interest income on interest-bearing deposits in other banks decreased by $1.3 million as a result of lower rate and decline in volume. The lower yield was directly attributable to three fed funds rate cuts totaling 100 basis points since June 30, 2024. Average interest-bearing deposits in other banks decreased approximately $24.3 million between the six months ended June 30, 2025 and June 30, 2024, mainly due to funding of new loan originations and lower average balance of borrowings.

Interest Expense

Interest expense decreased by $3.8 million to $26.1 million for the six months ended June 30, 2025 compared to $29.9 million for the six months ended June 30, 2024, primarily due to a decrease in rates on deposits and borrowings. The decrease in rates on deposits was mainly a result of the repricing of the Company’s time deposits maturing subsequent to June 30, 2024 as a result of lower benchmark interest rates. The decrease in rate on borrowings was primarily a result of the Company’s payoff of higher cost Federal Reserve Bank’s Bank Term Funding Program borrowings in September 2024, which were partially replaced with lower cost FHLB advances.

Provision for Credit Losses

The Company recorded a $707 thousand provision for credit losses for the six months ended June 30, 2025 compared to a $1.1 million recovery of provision for credit losses for the six months ended June 30, 2024. The provision for credit losses for the six months ended June 30, 2025 that is directly attributable to the funded and unfunded loan portfolios was $583 thousand and $124 thousand, respectively.

The provision for credit losses during the six months ended June 30, 2025 was primarily a result of changes in the composition and volume of the loan portfolio, updated economic forecasts used in the quantitative portion of the model and an assessment of management’s considerations of qualitative factors. See “Asset Quality” below for additional information on the credit quality of the loan portfolio.

​

Non-interest Income

The Company’s recurring sources of non-interest income consist primarily of interchange income, gains on sale of government guaranteed loans, service charges on deposit accounts and insurance commissions. Generally speaking, loan fees are included in interest income on the loan portfolio and not reported as non-interest income.

The following table summarizes non-interest income for the six months ended June 30, 2025 and June 30, 2024.

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six months ended					​	​	​	​	​	​
​	​	June 30,					​	​	​	​	​	​
(Dollars in thousands)		2025			2024		​	​	$ Change	​	% Change	​
Service charges on deposit accounts	​	​	​	​	​	​	​	​	​	​	​	​
Overdrawn account fees	​	$	41	​	$	43	​	$	(2)	​	(4.7)	%
Account service fees	​		127	​		133	​	​	(6)	​	(4.5)	%
Other service charges and fees	​			​			​	​	​	​	​	​
Interchange income	​		167	​		180	​	​	(13)	​	(7.2)	%
Other charges and fees	​		127	​		134	​	​	(7)	​	(5.2)	%
Net gain (loss) on premises and equipment	​		(3)	​		—	​	​	(3)	​	N/M	​
Insurance commissions	​		246	​		292	​	​	(46)	​	(15.8)	%
Gain on sale of government guaranteed loans	​	​	97	​	​	349	​	​	(252)	​	(72.2)	%
Non-qualified deferred compensation plan asset gains, net	​	​	206	​	​	159	​	​	47	​	29.6	%
Other operating income	​		4	​		83	​	​	(79)	​	(95.2)	%
Total non-interest income	​	$	1,012	​	$	1,373	​	$	(361)	​	(26.3)	%

N/M – Not meaningful

Non-interest income decreased $361 thousand during the six months ended June 30, 2025 compared to the same period of 2024. The decrease was primarily driven by a $252 thousand decrease on the recorded gain on sale of the government guaranteed portion of the SBA 7(a) loans due to decreased sale activity, a $64 thousand decrease in swap fee income and a $46 thousand decrease in insurance commissions. These decreases were partially offset by higher mark-to-market valuation adjustments on the Company’s non-qualified deferred compensation plan totaling $47 thousand.

​ 41

Table of Contents

Non-interest Expense

Generally, non-interest expense is composed of all employee expenses and costs associated with operating our facilities, obtaining and retaining customer relationships and providing banking services. The largest component of non-interest expense is salaries and employee benefits. Non-interest expense also includes operational expenses, such as occupancy and equipment expenses, data processing expenses, professional fees, advertising expenses and other general and administrative expenses, including FDIC assessments, and Virginia state franchise taxes.

The following table summarizes non-interest expense for the six months ended June 30, 2025 and June 30, 2024.

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six months ended					​	​	​	​	​	​
​	​	June 30,					​	​	​	​	​	​
(Dollars in thousands)	****	2025		****	2024		​	​	$ Change	​	% Change	​
Salaries and employee benefits expense	​	$	10,277	​	$	9,685	​	$	592	​	6.1	%
Occupancy expense of premises	​		814	​		899	​	​	(85)	​	(9.5)	%
Furniture and equipment expenses	​		631	​		598	​	​	33	​	5.5	%
Advertising expense	​		157	​		194	​	​	(37)	​	(19.1)	%
Data processing	​		1,168	​		1,057	​	​	111	​	10.5	%
FDIC insurance	​		472	​		480	​	​	(8)	​	(1.7)	%
Professional fees	​		526	​		494	​	​	32	​	6.5	%
State franchise tax	​		1,238	​		1,144	​	​	94	​	8.2	%
Bank insurance	​		120	​		120	​	​	—	​	—	%
Vendor services	​		339	​		307	​	​	32	​	10.4	%
Supplies, printing, and postage	​		61	​		69	​	​	(8)	​	(11.6)	%
Director costs	​		339	​		400	​	​	(61)	​	(15.3)	%
Other operating expenses	​		419	​		386	​	​	33	​	8.5	%
Total non-interest expense	​	$	16,561	​	$	15,833	​	$	728	​	4.6	%

Non-interest expense increased $728 thousand or 4.6% during the six months ended June 30, 2025 compared to the same period in 2024. The increase was primarily due to a 592 thousand increase in salaries and employee benefits, as a result of changes in staffing over the preceding period. State franchise taxes increased by $94 thousand due to a higher assessment base, mainly a result of the growth of the Company’s stockholder’s equity during the period. The $111 thousand increase in data processing was primarily due to contractual increases and volume based activity. These increases were partially offset by a decrease in the Company’s occupancy expense, which declined by $85 thousand during the period due to relocating a branch to a less expensive, more favorable location.

Income Taxes

Income tax expense increased $530 thousand or 22.8% to $2.9 million for the six months ended June 30, 2025 compared to $2.3 million for the six months ended June 30, 2024. Our effective tax rate for the six months ended June 30, 2025 stayed relatively unchanged at 22.4% compared to 22.3% for the same period ended June 30, 2024.

​ 42

Table of Contents Results of Operations – Three Months Ended June 30, 2025 and June 30, 2024

​

Overview

The Company reported net income of $5.1 million for the three months ended June 30, 2025, an increase of $1.2 million or 30.7% when compared to $3.9 million for the three months ended June 30, 2024.  Pre-tax, pre-provision earnings (Non-GAAP) was $7.1 million for the three months ended June 30, 2025, representing an increase of $2.4 million or 50.6% when compared to the three months ended June 30, 2024, predominantly driven by the growth in net interest income. Diluted earnings per common share were $0.36 for the three months ended June 30, 2025, compared to diluted earnings per common share of $0.27 for the three months ended June 30, 2024, an increase of 33.3%.

​

Net interest income for the three months ended June 30, 2025 increased $2.8 million or 23.5% to $14.9 million compared to $12.1 million for the three months ended June 30, 2024, driven primarily by the lower cost of interest-bearing liabilities coupled with higher yields on interest-earning assets. During the same period, interest income increased $1.1 million or 3.9%, driven by higher interest income on loans, while interest expense declined by $1.8 million or 12.2%, predominantly due to lower interest expense on time deposits and money market accounts. The annualized net interest margin for the second quarter of 2025 was 2.69% as compared to 2.19% for the same period in 2024. The annualized tax-equivalent net interest margin (Non-GAAP) for the second quarter of 2025 was 2.70% as compared to 2.19% for the same period in 2024.

​

The Company recorded a $537 thousand provision for credit losses for the three months ended June 30, 2025 compared to a recovery of provision for credit losses of $292 thousand for the three months ended June 30, 2024. Additional discussion of the provision for credit losses is included below under the heading Provision for Credit Losses.

​

Non-interest income decreased $48 thousand during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This decrease was primarily attributable to a $155 thousand reduction in gains recorded on sales of the guaranteed portions of SBA 7(a) loans due to lower sale activity, partially offset by favorable variances associated with mark-to-market adjustments on the Company’s non-qualified deferred compensation plan totaling $147 thousand over the same period.

​

Non-interest expense increased $404 thousand or 5.1% during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to increases in salaries and employee benefits expense and higher, professional fees, partially offset by lower occupancy expense. The increase in salaries and employee benefits expense stemmed from the hiring of additional business development personnel since June 30, 2024. The increase in professional fees was due to the use of external advisors to assist the Company with various regulatory filings during the most recent quarter. A decline in occupancy expense was predominantly related to the relocation of a branch to a lower cost and more favorable location, and lower marketing expense due to more efficient advertising initiatives.

The ROAA for the three months ended June 30, 2025 and June 30, 2024 was 0.91% and 0.70%, respectively. The ROAE for the three months ended June 30, 2025 and June 30, 2024 was 8.06% and 6.68%, respectively.

​

The following table reconciles net income to pre-tax, pre-provision earnings, which is a Non-GAAP measure:

​

​	​	​	​	​	​	​
​	​	For the Three Months Ended
(Dollars in thousands)	​	​	June 30, 2025	​	​	June 30, 2024
Pre-tax, pre-provision earnings (Non-GAAP)	​	​	​	​	​	​
Income before income taxes	​	$	6,583	​	$	5,019
Adjustment: Provision for (recovery of) credit losses	​	​	537	​	​	(292)
Pre-tax, pre-provision earnings (Non-GAAP)^(1)^	​	$	7,120	​	$	4,727

(1)Pre-tax, pre-provision earnings is calculated by adjusting income before income taxes for provision for (recovery of) credit losses.

​

Net Interest Income and Net Interest Margin

​

The following table presents the average balance for each principal balance sheet category, and the amount of interest income or expense associated with that category, as well as corresponding average yields earned and rates paid for the three months ended June 30, 2025 and June 30, 2024.

​ 43

Table of Contents Average Balance Sheets and Interest Rates on Interest-Earning Assets and Interest-Bearing Liabilities

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the Three Months Ended							​	For the Three Months Ended							​
​	​	June 30, 2025							​	June 30, 2024
​	****	​	​	****	Interest Income /		****	Average	****	​	​	****	Interest Income /		****	Average	****
(Dollars in thousands)	​	Average Balance		​	Expense		​	Rate	​	Average Balance		​	Expense		​	Rate	****
Assets:		​			​					​			​				​
Securities:		​			​					​			​				​
Taxable	​	$	227,792		$	1,192		2.10	%	$	254,561		$	1,278		2.02	%
Tax-exempt^(1)^	​		1,379		​	11		3.20	%		1,379		​	11		3.21	%
Total securities	​	$	229,171	​	$	1,203		2.11	%	$	255,940	​	$	1,289		2.03	%
Loans, net of unearned income^(2)^:	​			​					​			​					​
Taxable	​		1,851,793	​		25,092		5.43	%		1,793,487	​		23,227		5.21	%
Tax-exempt^(1)^	​		16,497	​		163		3.96	%		17,235	​		169		3.94	%
Total loans, net of unearned income	​	$	1,868,290	​	$	25,255		5.42	%	$	1,810,722	​	$	23,396		5.20	%
Interest-bearing deposits in other banks	​	$	127,345	​	$	1,422		4.48	%	$	155,996	​	$	2,144		5.53	%
Total interest-earning assets	​	$	2,224,806	​	$	27,880		5.03	%	$	2,222,658	​	$	26,829		4.85	%
Total non-interest earning assets	​		14,149	​	​	​			​		16,603	​	​	​			​
Total assets	​	$	2,238,955	​	​	​			​	$	2,239,261	​	​	​			​
Liabilities & Shareholders’ Equity:	​			​					​			​					​
Interest-bearing deposits:	​			​					​			​					​
NOW accounts	​	$	330,306	​	$	1,834		2.23	%	$	303,745	​	$	2,012		2.66	%
Money market accounts	​		348,321	​		2,318		2.67	%		321,822	​		2,545		3.18	%
Savings accounts	​		42,092	​		107		1.02	%		51,179	​		186		1.46	%
Time deposits	​		728,908	​		7,742		4.26	%		773,470	​		8,707		4.53	%
Total interest-bearing deposits	​	$	1,449,627	​	$	12,001		3.32	%	$	1,450,216	​	$	13,450		3.73	%
Federal funds purchased	​	​	182	​	​	2	​	4.41	%	​	—	​	​	—	​	N/M	%
Subordinated debt	​		24,820	​		349		5.64	%		24,737	​		349		5.67	%
Federal Reserve Bank borrowings	​	​	—	​	​	—	​	NM	%	​	77,000	​	​	911	​	4.76	%
Federal Home Loan Bank advances	​	​	56,182	​	​	565	​	4.03	%	​	—	​	​	—		N/M	%
Total interest-bearing liabilities	​	$	1,530,811	​	$	12,917		3.38	%	$	1,551,953	​	$	14,710		3.81	%
Demand deposits	​		433,798	​	​	​			​		432,794	​	​	​			​
Other liabilities	​		20,275	​	​	​			​		19,378	​	​	​			​
Total liabilities	​	$	1,984,884	​	​	​			​	$	2,004,125	​	​	​			​
Shareholders’ equity	​	$	254,071	​	​	​			​	$	235,136	​	​	​			​
Total liabilities and shareholders’ equity	​	$	2,238,955	​	​	​			​	$	2,239,261	​	​	​			​
Tax-equivalent net interest income and spread (Non-GAAP)^(1)^	​	​	​	​	$	14,963	​	1.65	%	​	​	​	$	12,119	​	1.04	%
Less: tax-equivalent adjustment	​	​	​	​	​	37	​	​	​	​	​	​	​	38	​	​	​
Net interest income and spread (GAAP)	​	​	​	​	$	14,926	​	1.64	%	​	​	​	$	12,081	​	1.04	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest income/earnings assets	​	​	​	​	​	​	​	5.02	%	​	​	​	​	​	​	4.85	%
Interest expense/earning assets	​	​	​	​	​	​	​	2.33	%	​	​	​	​	​	​	2.66	%
Net interest margin	​	​	​	​	​	​	​	2.69	%	​	​	​	​	​	​	2.19	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Tax-equivalent interest income/earnings assets (Non-GAAP)^(1)^	​	​	​	​	​	​	​	5.03	%	​	​	​	​	​	​	4.85	%
Interest expense/earning assets	​	​	​	​	​	​	​	2.33	%	​	​	​	​	​	​	2.66	%
Tax-equivalent net interest margin (Non-GAAP)^(3)^	​	​	​	​	​	​	​	2.70	%	​	​	​	​	​	​	2.19	%

N/M – Not meaningful

(1)	Income and yields for all periods presented are reported on a tax-equivalent basis using the federal statutory tax rate of 21%.
(2)	The Company did not have any loans on nonaccrual as of June 30, 2025 or June 30, 2024.
---	---
(3)	Tax-equivalent net interest margin adjusts for differences in tax treatment of interest income sources. The entire tax-equivalent adjustment is attributable to interest income on earning assets. Interest expense and the related cost of interest-bearing liabilities and cost of funds ratios are not affected by the tax-equivalent components.
---	---

44

Table of Contents Tax-equivalent net interest margin as presented above is calculated by dividing tax-equivalent net interest income by total average earning assets. Net interest income, on a tax-equivalent basis, is a financial measure that the Company believes provides a more accurate picture of the interest margin for comparative purposes. Tax-equivalent net interest income is calculated by adding the tax benefit on certain securities and loans, whose interest is tax-exempt, to total interest income then subtracting total interest expense. The following table, “Tax-Equivalent Net Interest Income,” reconciles net interest income to tax-equivalent net interest income, which is a non-GAAP measure.

Tax-Equivalent Net Interest Income

​	​	​	​	​	​	​
​	​	Three months ended
​	​	June 30,
(Dollars in thousands)		2025			2024
GAAP Financial Measurements:		​			​
Interest Income - Loans	​	$	25,220	​	$	23,360
Interest Income - Securities and Other Interest-Earning Assets	​		2,623	​		3,431
Interest Expense - Deposits	​		12,001	​		13,450
Interest Expense - Borrowings	​		916	​		1,260
Total Net Interest Income (GAAP)	​	$	14,926	​	$	12,081
​	​	​	​	​	​	​
Non-GAAP Financial Measurements:	​			​
Add: Tax Benefit on Tax-Exempt Interest Income - Loans	​		35	​		36
Add: Tax Benefit on Tax-Exempt Interest Income - Securities	​		2	​		2
Total Tax Benefit on Tax-Exempt Interest Income ^(1)^	​	$	37	​	$	38
Tax-Equivalent Net Interest Income (Non-GAAP)	​	$	14,963	​	$	12,119

(1) Tax benefit was calculated using the federal statutory tax rate of 21%.

Tax-equivalent net interest income increased $2.8 million or 23.5% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, driven primarily by the increase in loan yields and lower rates on interest-bearing deposits and borrowings, reduction in the average balance of time deposits and borrowings, and the increase in the average balance of loans.

On a fully tax-equivalent basis, the net interest margin was 2.70% for the three months ended June 30, 2025, compared to 2.19% for the three months ended June 30, 2024. The 51 basis points increase in net interest margin was primarily due to an 18 basis points increase in yields on the Company’s interest-earning assets and a 41 basis points reduction in rates on interest-bearing deposits, in addition to a reduction of volume of time deposits.

The loan portfolio’s yield for the three months ended June 30, 2025 was 5.42% compared to 5.20% for the three months ended June 30, 2024. The increase of 22 basis points was primarily attributable to an increase in yield on the Company’s commercial real estate portfolio.

The yield on interest-bearing deposits due from banks for the three months ended June 30, 2025 was 4.48% compared to 5.53% for the three months ended June 30, 2024. The decrease of 105 basis points was directly attributable to three fed funds rate cuts totaling 100 basis points over the preceding twelve months.

The cost of interest-bearing liabilities was 3.38% for the three months ended June 30, 2025 compared to 3.81% for the three months ended June 30, 2024.  Rates declined across all deposit categories, predominantly within time deposits, money market accounts and NOW accounts, which declined 27 basis points, 51 basis points and 43 basis points, respectively. Total cost of borrowings declined from 4.98% for the prior year quarter to 4.53% in the most recent quarter, mainly as a result of the payoff of higher cost Bank Term Funding Program borrowings in September 2024, which were partially replaced with lower cost FHLB advances.

​ 45

Table of Contents The following table presents the effects of changing rates and volumes on tax-equivalent net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated to volume.

Rate/Volume Analysis

​	​	​	​	​	​	​	​	​	​
​	​	For the Three Months Ended June 30,
​	​	2025 and 2024
​	​	Increase					​	​	​
​	​	(Decrease) Due to					​	​	​
(Dollars in thousands)	****	Volume		****	Rate		****	Total Increase (Decrease)
Interest-earning Assets:		​			​			​
Securities:	​			​			​
Taxable	​	$	(140)	​	$	54	​	$	(86)
Tax-exempt^(1)^	​		—	​		—	​		—
Total securities	​	$	(140)	​	$	54	​	$	(86)
Loans, net of unearned income:	​			​			​
Taxable	​		790	​		1,075	​		1,865
Tax-exempt^(1)^	​		(7)	​	​	1	​		(6)
Total loans, net of unearned income^(2)^	​	$	783	​	$	1,076	​	$	1,859
Interest-bearing deposits in other banks	​	$	(322)	​	$	(400)	​	$	(722)
Total interest-earning assets	​	$	321	​	$	730	​	$	1,051
Interest-bearing Liabilities:	​			​			​
Interest-bearing deposits:	​			​			​
NOW accounts	​	$	158	​	$	(336)	​	$	(178)
Money market accounts	​		242	​		(469)	​		(227)
Savings accounts	​		(23)	​		(56)	​		(79)
Time deposits	​		(439)	​		(526)	​		(965)
Total interest-bearing deposits	​	$	(62)	​	$	(1,387)	​	$	(1,449)
Federal funds purchased	​		2	​		—	​		2
Subordinated debt	​	​	—	​		—	​		—
Federal Reserve Bank borrowings	​	​	(911)	​	​	—	​	​	(911)
Federal Home Loan Bank advances	​		565	​		—	​		565
Total interest-bearing liabilities	​	$	(406)	​	$	(1,387)	​	$	(1,793)
Change in tax-equivalent net interest income (Non-GAAP)	​	$	727	​	$	2,117	​	$	2,844

(1) Income and yields for all periods presented are reported on a tax-equivalent basis using the federal statutory tax rate of 21%.

(2) The Company did not have any loans on nonaccrual as of June 30, 2025 or June 30, 2024.

Interest Income

Interest income increased by $1.1 million or 3.9% to $27.9 million on a fully tax-equivalent basis for the three months ended June 30, 2025 compared to $26.8 million for the three months ended June 30, 2024, driven by both an increase in rates and volume on interest earning assets. The increases in rates and volume on interest-earning assets was primarily attributable to the Company’s loan portfolio.

Fully tax-equivalent interest income on loans increased by approximately $1.9 million as a result of volume and an increase in rates. Average loans increased $57.6 million between the three months ended June 30, 2025 and the three months ended June 30, 2024, which was primarily attributable to origination volume in the investor real estate and residential mortgage loan portfolios subsequent to June 30, 2024.

Fully tax-equivalent interest income on investment securities decreased by approximately $86 thousand primarily as a result of a decrease in volume. Average investment securities decreased approximately $26.8 million between the three months ended June 30, 2025 and June 30, 2024 primarily due to maturities and amortization. 46

Table of Contents Interest income on interest-bearing deposits in other banks decreased by $722 thousand primarily as a result of a decrease in rates, coupled with a decrease in volume.  Average interest-bearing deposits in other banks decreased approximately $28.7 million between the three months ended June 30, 2025 and June 30, 2024.

Interest Expense

Interest expense decreased by $1.8 million to $12.9 million for the three months ended June 30, 2025 compared to $14.7 million for the three months ended June 30, 2024, primarily due to a decrease in rates on deposits and decrease in volume on borrowings. The decrease in rates on deposits was primarily a result of the repricing of the Company’s deposits accounts in conjunction with the decrease in benchmark interest rates that took place starting in September of 2024.

Provision for Credit Losses

The Company recorded a $537 thousand provision for credit losses for the second quarter of 2025 compared to a recovery of provision for credit losses of $292 thousand for the second quarter of 2024. The provision for credit losses for the second quarter of 2025 that is directly attributable to the funded and unfunded loan portfolios was $472 thousand and $65 thousand, respectively.

The provision for credit losses during the three months ended June 30, 2025 was directly attributable to the growth in the Company’s loan portfolio quarter-over-quarter, changes in the composition of the loan portfolio, and considerations of qualitative factors.

See “Asset Quality” section below for additional information on the credit quality of the loan portfolio.

Non-interest Income

The following table summarizes non-interest income for the three months ended June 30, 2025 and June 30, 2024.

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended					​	​	​	​	​	​	​
​	​	June 30,					​	​	​	​	​	​	​
(Dollars in thousands)		2025			2024		​	​	​	$ Change	​	% Change	​
Service charges on deposit accounts	​	​	​	​	​	​	​	​	​	​	​	​	​
Overdrawn account fees	​	$	23	​	$	22	​	​	$	1	​	4.5	%
Account service fees	​		63	​		66	​	​	​	(3)	​	(4.5)	%
Other service charges and fees	​			​			​	​	​	​	​	​	​
Interchange income	​		87	​		91	​	​	​	(4)	​	(4.4)	%
Other charges and fees	​		54	​		74	​	​	​	(20)	​	(27.0)	%
Net gains on premises and equipment	​		—	​		—	​	​	​	—	​	N/M	​
Insurance commissions	​		33	​		40	​	​	​	(7)	​	(17.5)	%
Gain on sale of government guaranteed loans	​	​	61	​	​	216	​	​	​	(155)	​	(71.8)	%
Non-qualified deferred compensation plan asset gains, net	​	​	182	​	​	35	​	​	​	147	​	420.0	%
Other operating income	​		4	​		11	​	​	​	(7)	​	(63.6)	%
Total non-interest income	​	$	507	​	$	555	​	​	$	(48)	​	(8.6)	%

​

N/M – Not meaningful

Non-interest income was $507 thousand for the three months ended June 30, 2025 compared to $555 thousand for the same period in the prior year.  The $48 thousand decrease in non-interest income was primarily attributable to a $155 thousand reduction in gains recorded on sales of the guaranteed portions of SBA 7(a) loans due to lower sale activity, partially offset by favorable variances associated with mark-to-market adjustments on the Company’s non-qualified deferred compensation plan totaling $147 thousand over the same period.

​ 47

Table of Contents Non-interest Expense

​

The following table summarizes non-interest expense for the three months ended June 30, 2025 and June 30, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three months ended					​	​	​	​	​	​
​	​	June 30,					​	​	​	​	​	​
(Dollars in thousands)	****	2025		****	2024		​	​	$ Change	​	% Change	​
Salaries and employee benefits expense	​	$	5,178	​	$	4,875	​	$	303	​	6.2	%
Occupancy expense of premises	​		407	​		448	​	​	(41)	​	(9.2)	%
Furniture and equipment expenses	​		315	​		301	​	​	14	​	4.7	%
Advertising expense	​		(5)	​		97	​	​	(102)	​	(105.2)	%
Data processing	​		579	​		530	​	​	49	​	9.2	%
FDIC insurance	​		225	​		220	​	​	5	​	2.3	%
Professional fees	​		305	​		208	​	​	97	​	46.6	%
State franchise tax	​		641	​		574	​	​	67	​	11.7	%
Bank insurance	​		60	​		61	​	​	(1)	​	(1.6)	%
Vendor services	​		175	​		164	​	​	11	​	6.7	%
Supplies, printing, and postage	​		37	​		48	​	​	(11)	​	(22.9)	%
Director costs	​		170	​		189	​	​	(19)	​	(10.1)	%
Other operating expenses	​		226	​		194	​	​	32	​	16.5	%
Total non-interest expense	​	$	8,313	​	$	7,909	​	$	404	​	5.1	%

​

Non-interest expense increased $404 thousand or 5.1% during the second quarter of 2025 compared to the second quarter of 2024 primarily as a result of an increase in salaries and employee benefits expense. The $303 thousand or 6.2% increase in salaries and employee benefits expense stemmed from the hiring of additional personnel.  The Company hired five business development officers since June 30, 2024. Professional fees increased by $97 thousand or 46.6% due to the use of external advisors to assist the Company with various regulatory filings during the most recent quarter. These increases were partially offset by a $102 thousand or 105.2% decrease in advertising expenses. This decrease was primarily driven by a one-time, non-recurring event in which a third-party vendor reimbursed the Company for marketing initiatives as part of an existing agreement. The increases were also partially offset by a $41 thousand or 9.2% decline in occupancy expense, resulting from relocating a branch to a lower cost and more favorable location.

Income Taxes

Income tax expense increased $366 thousand to $1.5 million for the three months ended June 30, 2025 compared to $1.1 million for the three months ended June 30, 2024. Our effective tax rate for the three months ended June 30, 2025 was 22.5% compared to 22.2% for the same period ended June 30, 2024.

​

Discussion and Analysis of Financial Condition

Assets, Liabilities, and Shareholders’ Equity

The Company’s total assets increased $33.0 million or 1.5% to $2.27 billion at June 30, 2025 compared to $2.23 billion at December 31, 2024. The increase in total assets was predominantly attributable to an increase in the Company’s loan portfolio, which grew by $44.7 million or 2.4% during the year, partially offset by decreases in interest-bearing deposits with banks and investment securities of $9.0 million and $6.2 million, respectively.

The Company’s total liabilities increased $25.9 million or 1.3% to $2.01 billion at June 30, 2025 compared to $1.99 billion at December 31, 2024. The increase in total liabilities was mainly due to the Company borrowing an additional $16.5 million of federal funds purchased at June 30, 2025.

Shareholders’ equity increased $7.1 million or 2.9% to $253.7 million at June 30, 2025 compared to $246.6 million at December 31, 2024. The increase in shareholders’ equity was primarily attributable to net income earned during the current year coupled with a decrease in accumulated other comprehensive loss due to lower market interest rates during the six months ended June 30, 2025. Book value per share was $17.83 as of June 30, 2025 compared to $17.28 as of December 31, 2024, an increase of 3.2%. During the six months ended June 30, 2025, the Company repurchased 79,443 shares of its common stock at an average price of $17.05. The aggregate repurchase activity was accretive to the Company’s book value per share. 48

Table of Contents Investment Securities

The Company maintains a primarily fixed income investment securities portfolio that had a total carrying value of $215.8 million at June 30, 2025 and $222.3 million at December 31, 2024. The investment portfolio provides liquidity, interest income, credit risk diversification, means to manage interest rate sensitivity and collateral for secured public funds and secured credit lines. Investment securities are classified as available-for-sale or held-to-maturity based on management’s investment strategy and management’s assessment of the intent and ability to hold the securities until maturity. Investment securities that we may sell prior to maturity in response to changes in management’s investment strategy, liquidity needs, interest rate risk profile or for other reasons are classified as available-for-sale. The Company also had restricted stock and equity securities within its investment securities portfolio with total carrying values of $7.6 million and $3.1 million, respectively, as of June 30, 2025 and $7.6 million and $2.8 million, respectively, as of December 31, 2024.

The Company purchased $14.0 million of investment securities during the six months ended June 30, 2025, which were comprised of $13.0 million of agency mortgage-backed securities and $1.0 million of agency collateralized mortgage obligation securities. The Company did not sell any fixed income investment securities during the six months ended June 30, 2025. The Company had $23.3 million in maturities and principal repayments on securities during the six months ended June 30, 2025, which were comprised of $9.1 million of U.S. agency mortgage-backed securities, $7.8 million of U.S. Treasuries, $4.0 million of U.S. government and federal agencies securities and $2.5 million of U.S. agency collateralized mortgage obligation securities.

The following table summarizes the amortized cost and fair value of the Company’s fixed income investment portfolio as of June 30, 2025 and December 31, 2024, respectively.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	June 30, 2025					****	December 31, 2024
​	​	Amortized		​	Fair		​	Amortized		​	Fair
(Dollars in thousands)	****	Cost		****	Value		****	Cost		****	Value
Held-to-maturity		​			​			​			​
U.S. Treasuries	​	$	6,002	​	$	5,592	​	$	6,001	​	$	5,418
U.S. government and federal agencies	​		35,332	​		31,738	​		35,349	​		30,606
U.S. agency collateralized mortgage obligations	​		17,013	​		13,593	​		17,805	​		13,857
Taxable municipal	​		6,032	​		5,160	​		6,041	​		4,952
U.S. agency mortgage-backed	​		25,885	​		21,365	​		26,813	​		21,437
Total Held-to-maturity Securities	​	$	90,264	​	$	77,448	​	$	92,009	​	$	76,270
Available-for-sale	​			​			​			​
U.S. Treasuries	​	$	20,215	​	$	19,814	​	$	27,920	​	$	27,137
U.S. government and federal agencies	​		6,983	​		6,751	​		10,966	​		10,581
Corporate bonds	​		3,000	​		2,777	​		3,000	​		2,739
U.S. agency collateralized mortgage obligations	​		35,339	​		29,560	​		36,032	​		29,611
Tax-exempt municipal	​		1,378	​		1,175	​		1,379	​		1,171
Taxable municipal	​		270	​		268	​		270	​		263
U.S. agency mortgage-backed	​		69,141	​		65,153	​		64,274	​		58,755
Total Available-for-sale Securities	​	$	136,326	​	$	125,498	​	$	143,841	​	$	130,257

​

In the prevailing rate environments as of June 30, 2025 and December 31, 2024, the Company’s investment portfolio had an estimated weighted average remaining life of approximately 4.1 years and 4.2 years, respectively. The available-for-sale investment portfolio had an estimated weighted average remaining life of approximately 3.1 years at both June 30, 2025 and December 31, 2024. The held-to-maturity investment portfolio had an estimated weighted average remaining life of approximately 5.6 years and 6.0 years as of June 30, 2025 and December 31, 2024, respectively.

​ 49

Table of Contents The following table summarizes the maturity composition of our fixed income investment securities as of June 30, 2025, including the weighted average yield of each maturity band. Maturities are based on the final contractual payment date, and do not reflect the effect of scheduled principal repayments, prepayments, or early redemptions that may occur. The weighted-average yield below represents the effective yield for the investment securities and is calculated based on the amortized cost of each security.

​	​	​	​	​	​	​	​	​	​
​	****	June 30, 2025
​	​	Amortized		​	Fair		​	Weighted-Average	****
(Dollars in thousands)	****	Cost		****	Value		****	Yield	****
Held-to-maturity		​			​				​
Due in one year or less	​	$	—	​	$	—		—	​
Due after one year through five years	​		32,499	​		29,923		1.21	%
Due after five years through ten years	​		17,514	​		15,068		1.76	%
Due after ten years	​		40,251	​		32,457		1.44	%
Total Held-to-maturity Securities	​	$	90,264	​	$	77,448		1.42	%
Available-for-sale	​			​					​
Due in one year or less	​	$	27,446	​	$	26,987		1.41	%
Due after one year through five years	​		12,387	​		12,042		3.16	%
Due after five years through ten years	​		42,405	​		41,146		3.16	%
Due after ten years	​		54,088	​		45,323		1.66	%
Total Available-for-sale Securities	​	$	136,326	​	$	125,498		2.21	%

Loan Portfolio

Gross loans, net of unearned income, increased $44.7 million to $1.92 billion as of June 30, 2025 compared to $1.87 billion as of December 31, 2024. The increase in loans from December 31, 2024, was primarily attributable to growth in investor real estate loans, construction and development loans, and residential mortgage loans. The Company continues to maintain its disciplined underwriting standards while prudently pursuing loan growth opportunities that provide acceptable risk-adjusted returns.

The following table presents the Company’s composition of loans held for investment, net of deferred fees and costs, in dollar amounts and as a percentage of total gross loans as of June 30, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​
​	****	June 30, 2025					December 31, 2024
(Dollars in thousands)	****	Amount		****	Percent	****	Amount		****	Percent	****
Real Estate Loans:	​	​					​				​
Commercial	​	$	1,192,067		62.34	%	$	1,181,090		63.24	%
Construction and land development	​		186,409		9.75	%		164,988		8.83	%
Residential	​		489,522		25.60	%		472,932		25.32	%
Commercial - Non Real Estate:	​				​	​				​	​
Commercial loans	​		43,282		2.26	%		47,736		2.56	%
Consumer - Non-Real Estate:	​				​	​				​	​
Consumer loans	​		998		0.05	%		906		0.05	%
Total Gross Loans	​	$	1,912,278		100.00	%	$	1,867,652		100.00	%
Allowance for loan credit losses	​		(19,298)	​	​	​		(18,715)	​	​	​
Net deferred loan costs	​		4,637	​	​	​		4,521	​	​	​
Total net loans	​	$	1,897,617	​	​	​	$	1,853,458	​	​	​

​

​ 50

Table of Contents Asset Quality

The Company maintains policies and procedures to promote sound underwriting and mitigate credit risk. The Chief Credit Officer is responsible for establishing credit risk policies and procedures, including underwriting and hold guidelines and credit approval authority, and monitoring credit exposure and performance of the Company’s lending-related transactions.

The Company’s asset quality remained strong through the first half of 2025. The Company did not have any nonperforming assets, which includes nonperforming loans, OREO, or loans classified as substandard as of June 30, 2025. The Company had one loan that was 90 days past due and still accruing interest as of December 31, 2024. The loan paid off, in full, on January 7, 2025. As a result, the Company did not have any nonperforming loans, which consists of loans that are 90 days or more past due or loans placed on nonaccrual as of June 30, 2025.

The Company did not have any nonaccrual loans as of June 30, 2025 or December 31, 2024 nor were there any loans placed on nonaccrual during those periods. A loan is placed on nonaccrual status when (i) the Company is advised by the borrower that scheduled principal or interest payments cannot be met, (ii) when management’s best judgment indicates that payment in full of principal and interest can no longer be expected, or (iii) when any such loan or obligation becomes delinquent for 90 days, unless it is both well-secured and in the process of collection. As a result, the Company did not have any interest income that would have been recognized on nonaccrual loans for the three or six months ended June 30, 2025 or the three or six months ended June 30, 2024.

The following table summarizes the Company’s asset quality as of June 30, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​	​
(Dollars in thousands)	****	June 30, 2025		****	December 31, 2024		****
Nonaccrual loans	​	$	—	​	$	—	​
Loans past due 90 days and accruing interest	​		—	​		9,978	​
Other real estate owned and repossessed assets	​		—	​		—	​
Total nonperforming assets	​	$	—	​	$	9,978	​
​	​	​	​	​	​	​	​
Allowance for loan credit losses to nonperforming assets	​		N/M	​		N/M	​
Nonaccrual loans to gross loans	​		0.00	%		0.00	%
Nonperforming assets to period end loans and OREO	​		0.00	%		0.53	%

N/M – Not meaningful

​

Allowance for Loan Credit Losses

Refer to the discussion in Note 1 of the audited financial statements and notes for the year ended December 31, 2024 contained in the Company’s 2024 Annual Report on Form 10-K for management’s approach to estimating the allowance for loan credit losses.

The Company recorded no net charge-offs or recoveries during the three or six months ended June 30, 2025 and June 30, 2024.  At June 30, 2025, the allowance for loan credit losses was $19.3 million or 1.01% of outstanding loans, net of unearned income, compared to $18.4 million or 1.01% of outstanding loans, net of unearned income, at December 31, 2024. The increase in the allowance as a percentage of outstanding loans, net of unearned income, was primarily a result of the growth of the Company’s loan portfolio since prior year-end along with changes in the composition of the loan portfolio, updates to the economic forecast and considerations of qualitative factors.

​ 51

Table of Contents The following table summarizes the Company’s loan loss experience by loan portfolio for the three and six months ended June 30, 2025 and June 30, 2024.

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended										​
​	​	June 30, 2025					​	June 30, 2024
​	​	Net		​	Net		​	Net		​	Net	****
​	​	(charge-offs)		​	(charge-off)		​	(charge-offs)		​	(charge-off)	****
(Dollars in thousands)		recoveries			recovery rate ^(1)^			recoveries			recovery rate ^(1)^	****
Real estate loans:		​			​			​				​
Commercial	​	$	—		​	—	​	$	—		—	​
Construction and land development	​		—		​	—	​		—		—	​
Residential	​		—		​	—	​		—		—	​
Commercial loans	​		—		​	—	​		—		—	​
Consumer loans	​		—		​	—	​		—		—	​
Total	​	$	—	​	​	​	​	$	—	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
Average loans outstanding during the period	​	$	1,868,290	​	​	​	​	$	1,810,722	​	​	​
Allowance coverage ratio ^(2)^	​		​	​		1.01	%		​	​	1.01	%
Total net (charge-off) recovery rate	​		​	​		—	%				—	%
Allowance to nonaccrual loans ratio^(3)^	​		​	​		N/M	​		​	​	N/M	​

N/M – Not meaningful

(1)	The net (charge-off) recovery rate is calculated by dividing annualized total net (charge-offs) recoveries during the period by average gross loans outstanding during the period.
(2)	The allowance coverage ratio is calculated by dividing the allowance for loan credit losses at the end of the period by gross loans, net of unearned income at the end of the period.
---	---
(3)	The allowance to nonaccrual loans ratio is calculated by dividing the allowance for loan credit losses at the end of the period by nonaccrual loans at the end of the period.
---	---

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended										​
​	​	June 30, 2025					​	June 30, 2024
​	​	Net		​	Net		​	Net		​	Net	****
​	​	(charge-offs)		​	(charge-off)		​	(charge-offs)		​	(charge-off)	****
(Dollars in thousands)		recoveries			recovery rate ^(1)^			recoveries			recovery rate ^(1)^	****
Real estate loans:		​			​			​				​
Commercial	​	$	—		​	—	​	$	—		—	​
Construction and land development	​		—		​	—	​		—		—	​
Residential	​		—		​	—	​		—		—	​
Commercial loans	​		—		​	—	​		1		0.01	%
Consumer loans	​		—		​	—	​		—		—	​
Total	​	$	—	​	​	​	​	$	1			​
​	​	​	​	​	​	​	​	​	​	​	​	​
Average loans outstanding during the period	​	$	1,868,296	​	​	​	​	$	1,823,344			​
Allowance coverage ratio ^(2)^	​		​	​		1.01	%				1.01	%
Total net (charge-off) recovery rate	​		​	​		—	%				—	%
Allowance to nonaccrual loans ratio^(3)^	​		​	​		N/M	​				N/M	​

NM – Not meaningful

(1)	The net (charge-off) recovery rate is calculated by dividing annualized total net (charge-offs) recoveries during the period by average gross loans outstanding during the period.
(2)	The allowance coverage ratio is calculated by dividing the allowance for loan credit losses at the end of the period by gross loans, net of unearned income at the end of the period.
---	---
(3)	The allowance to nonaccrual loans ratio is calculated by dividing the allowance for loan credit losses at the end of the period by nonaccrual loans at the end of the period.
---	---

​ 52

Table of Contents The following tables summarize the allowance for loan credit losses by portfolio with a comparison of the percentage composition in relation to total allowance for loan credit losses and total loans as of  June 30, 2025 and December 31, 2024.

​

​	​	​	​	​	​	​	​	​
​	****	June 30, 2025
​	​	Allowance		​	Percent of Allowance	​	Percent of Loans in	****
​	​	for Loan Credit		​	in Each Category to	​	Each Category to Total	****
(Dollars in thousands)	​	Losses		​	Total Allocated Allowance	​	Loans	****
Real Estate Loans:	​	​						​
Commercial	​	$	11,847		61.39	%	62.34	%
Construction and land development	​		2,121		10.99	%	9.75	%
Residential	​		4,777		24.75	%	25.60	%
Commercial - Non-Real Estate:	​							​
Commercial loans	​		533		2.76	%	2.26	%
Consumer - Non-Real Estate:	​							​
Consumer loans	​		20		0.10	%	0.05	%
Total	​	$	19,298		100.00	%	100.00	%

​

​	​	​	​	​	​	​	​	​
​	​	December 31, 2024
​	****	Allowance		****	Percent of Allowance	****	Percent of Loans in	****
​	​	for Loan Credit		​	in Each Category to	​	Each Category to Total	****
(Dollars in thousands)	​	Losses		​	Total Allocated Allowance	​	Loans	****
Real Estate Loans:		​	​					​
Commercial	​	$	11,732		62.69	%	63.24	%
Construction and land development	​		1,761		9.41	%	8.83	%
Residential	​		4,594		24.54	%	25.32	%
Commercial - Non-Real Estate:	​							​
Commercial loans	​		548		2.93	%	2.56	%
Consumer - Non-Real Estate:	​							​
Consumer loans	​		80		0.43	%	0.05	%
Total	​	$	18,715		100.00	%	100.00	%

​

Management believes that the allowance for loan credit losses is adequate to absorb lifetime expected credit losses inherent in the portfolio as of June 30, 2025. There can be no assurance, however, that adjustments to the provision for (recovery of) credit losses will not be required in the future. Changes in the economic assumptions underlying management’s estimates and judgments; adverse developments in the economy, on a national basis or in the Company’s market area; or changes in the circumstances of particular borrowers are criteria that could change and make adjustments to the provision for (recovery of) credit losses necessary.

Deposits

Total deposits increased $4.5 million or 0.2% to $1.90 billion as of June 30, 2025 compared to $1.89 billion as of December 31, 2024.

Non-interest bearing demand deposits increased $5.3 million or 1.2% to $438.6 million as of June 30, 2025 compared to $433.3 million at December 31, 2024. Non-interest bearing demand deposits represented 23.1% and 22.9% of total deposits at June 30, 2025 and December 31, 2024, respectively.

Interest-bearing deposits, which include NOW accounts, regular savings accounts, money market accounts, and time deposits, were relatively unchanged at $1.46 billion as of June 30, 2025 compared to December 31, 2024. Interest-bearing deposits represented 76.9% and 77.1% of total deposits at June 30, 2025 and December 31, 2024, respectively.

The Company focuses on funding asset growth with deposit accounts, with an emphasis on core deposit growth, as its primary source of deposits. Core deposits consist of checking accounts, NOW accounts, money market accounts, regular savings accounts, time deposits, reciprocal IntraFi Demand^®^ deposits, reciprocal IntraFi Money Market^®^ deposits and reciprocal IntraFi CD^®^ deposits. Core deposits totaled $1.59 billion or 84.1% of total deposits and $1.62 billion or 85.4% of total deposits at June 30, 2025 and December 31, 2024, respectively. 53

Table of Contents The following table sets forth the average balances of deposits and the average interest rates paid for the three months ended June 30, 2025 and June 30, 2024.

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	June 30, 2025				​	June 30, 2024
​	****	Average		****	​	****	Average		****	​	****
(Dollars in thousands)	​	Amount		​	Rate	​	Amount		​	Rate	****
Non-interest bearing	​	$	433,798	​	​		$	432,794	​	​	​
Interest bearing:	​			​			​		​		​
NOW accounts	​		330,306	​	2.23	%	​	303,745	​	2.66	%
Money market accounts	​		348,321	​	2.67	%	​	321,822	​	3.18	%
Savings accounts	​		42,092	​	1.02	%	​	51,179	​	1.46	%
Time deposits	​		728,908	​	4.26	%	​	773,470	​	4.53	%
Total interest-bearing	​		1,449,627	​	3.32	%	​	1,450,216		3.73	%
Total	​	$	1,883,425	​	2.56	%	$	1,883,010		2.87	%

​

The following table sets forth the average balances of deposits and the average interest rates paid for the six months ended June 30, 2025 and June 30, 2024.

​	​	​	​	​	​	​	​	​	​	​	​
​	​	June 30, 2025				​	June 30, 2024
​	****	Average		****	​	****	Average		****	​	****
(Dollars in thousands)	​	Amount		​	Rate	​	Amount		​	Rate	****
Non-interest bearing	​	$	429,322	​	​		$	423,414			​
Interest bearing:	​			​			​				​
NOW accounts	​		343,682	​	2.32	%	​	308,612		2.74	%
Money market accounts	​		343,810	​	2.70	%	​	323,287		3.19	%
Savings accounts	​		42,574	​	1.00	%	​	52,122		1.39	%
Time deposits	​		724,806	​	4.32	%	​	791,157		4.50	%
Total interest-bearing	​		1,454,872	​	3.37	%	​	1,475,178		3.73	%
Total	​	$	1,884,194	​	2.60	%	$	1,898,592		2.90	%

​

The following table sets forth the maturity ranges of certificates of deposit with balances of $250,000 or more as of June 30, 2025.

​

​	​	​	​	​	​	​
​	​	June 30, 2025
(Dollars in thousands)	****	Total		****	Uninsured
Three months or less	​	$	30,646	​	$	23,146
Over three through 6 months	​		61,477	​		44,977
Over 6 through 12 months	​		171,045	​		137,545
Over 12 months	​		61,175	​		56,675
Total	​	$	324,343	​	$	262,343

​

The total amount of our uninsured deposits (deposits in excess of $250,000, as calculated in accordance with FDIC regulations) was estimated at $815.5 million at June 30, 2025 and $816.7 million at December 31, 2024. Included in these amounts were $159.5 million and $157.4 million of public fund deposits that are collateralized as of June 30, 2025 and December 31, 2024, respectively. Deposits that were not insured or not collateralized represented 35% of total deposits at both June 30, 2025 and December 31, 2024.

Capital Resources

The Company is a bank holding company with less than $3 billion in assets and does not (i) have significant off balance sheet exposure, (ii) engage in significant non-banking activities, or (iii) have a material amount of securities registered under the Exchange Act. As a result, the Company qualifies as a small bank holding company under the Federal Reserve’s Small Bank Holding Company Policy Statement and is currently not subject to consolidated regulatory capital requirements.

The Bank is subject to capital adequacy standards adopted by the Federal Reserve, including the capital rules that implemented the Basel III regulatory capital reforms developed by the Basel Committee on Banking Supervision.

Note 11 to the Consolidated Financial Statements, included in Item 1 of this Form 10-Q, contains additional discussion and analysis regarding the Company and Bank’s regulatory capital requirements. 54

Table of Contents Shareholders’ equity increased $7.1 million or 2.9% to $253.7 million at June 30, 2025 compared to $246.6 million at December 31, 2024. During the six months ended June 30, 2025, the increase in shareholders’ equity was primarily attributable to a $5.6 million increase in retained earnings, a result of the year-to-date net income exceeding the amount of dividends paid, coupled with a $2.2 million decrease in accumulated other comprehensive loss, due to lower market interest rates. Book value per share was $17.83 as of June 30, 2025 compared to $17.28 as of December 31, 2024.

In July of 2024, the Company’s Board of Directors authorized the extension of the Company’s stock repurchase program that was originally adopted in August of 2021. Under the stock repurchase program, the Company may repurchase up to 700,000 shares of its outstanding common stock, or 5.0% of outstanding shares as of September 30, 2024. The stock repurchase program will expire on August 31, 2025, or earlier if all the authorized shares have been repurchased.  The Company repurchased 76,804 and 79,443 shares of its outstanding common stock under the program during the three and six months ended June 30, 2025, respectively.

Liquidity

Liquidity reflects a financial institution’s ability to fund assets and meet current and future financial obligations. Liquidity is essential in all banks to meet customer withdrawals, compensate for balance sheet fluctuations, and provide funds for growth. Monitoring and managing both liquidity measurements is critical in developing prudent and effective balance sheet management. Management conducts liquidity stress testing on a quarterly basis to prepare for unexpected adverse scenarios and contemporaneously develops mitigating strategies to reduce losses in the event of an economic downturn.

The Company’s principal source of liquidity and funding is its deposit base. The level of deposits necessary to support the Company’s lending and investment activities is determined through monitoring loan demand.

In addition to the liquidity provided by balance sheet cash flows, the Company supplements its liquidity with additional sources such as secured borrowing credit lines with the FHLB and the Federal Reserve Bank. Specifically, the Company has pledged a portion of its commercial real estate and residential real estate loan portfolios to the FHLB and commercial loans to the Federal Reserve Bank. Based on collateral pledged as of June 30, 2025, the total FHLB available borrowing capacity was $416.2 million. Additional borrowing capacity with the Federal Reserve Bank was approximately $113.9 million as of June 30, 2025.

On September 3, 2024, the Company took out three fixed interest rate FHLB advances with terms of 18, 24, and 36 months.  The interest rates on the advances range from 3.91% to 4.14%. At June 30, 2025, the Company had three outstanding FHLB advances totaling $56.0 million.

Total liquidity, defined as cash and cash equivalents, unencumbered securities at fair value, and available secured borrowing capacity, was $755.6 million at June 30, 2025 compared to $727.3 million at December 31, 2024.

In addition to available secured borrowing capacity, the Company had available federal funds lines with correspondent banks of $93.5 million at June 30, 2025.

Off-Balance Sheet Arrangements

The Company enters into certain off-balance sheet arrangements in the normal course of business to meet the financing needs of its customers. These off-balance sheet arrangements include commitments to extend credit, standby letters of credit and financial guarantees which would impact the Company’s liquidity and capital resources to the extent customers accept and or use these commitments. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. With the exception of these off-balance sheet arrangements, the Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources, that is material to investors. For further information, see Note 7 to the Consolidated Financial Statements, included in Item 1 of this Form 10-Q, for further discussion of the nature, business purpose and elements of risk involved with these off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies. 55

Table of Contents Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025. Based on their evaluation of the Company’s disclosure controls and procedures, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and regulations are designed and operating in an effective manner.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the second fiscal quarter of 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

​

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of our operations, the Company and its subsidiary are parties to various claims and lawsuits. Currently, we are not party to any material legal proceedings, and no such proceedings are, to management’s knowledge, threatened against us.

​

Item 1A. Risk Factors

​

There have been no material changes in the risk factors that were disclosed in Item 1A, under the caption “Risk Factors” in our 2024 Annual Report on Form 10-K, which we filed with the SEC on March 28, 2025.

​

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Not applicable.

​

(b) Not applicable.

​

(c) Issuer purchases of Registered Equity Securities:

​

On August 18, 2021, the Company’s Board of Directors approved a share repurchase plan (the “Plan”) of up to 5% of outstanding common stock. As announced in a Current Report of Form 8-K filed with the SEC on July 25, 2024, the  Plan, which was set to expire August 31, 2024, was extended to August 31, 2025. The first repurchase under the Plan occurred in May 2024. The following table reflects share repurchase activity during the three months ended June 30, 2025:

​

​	​	​	​	​	​	​	​	​
​	Total Number of Shares Repurchased	****	Average Price Paid Per Share^(1)^		****	Total Number of Shares Purchased as Part of Publicly Announced Plan	****	Maximum Number of Shares that May Yet Be Purchased Under the Plan
April 2025	14,727	​	​	15.93	​	14,727	​	679,631
May 2025	22,881	​	​	16.96	​	22,881	​	656,750
June 2025	39,196	​	​	17.49	​	39,196	​	617,554
​	76,804	​	$	17.03	​	76,804	​	​

​

(1)	The average price paid per share is calculated on a trade date basis for all open market transactions and excludes commissions and other transaction expenses.

​

Item 3. Defaults Upon Senior Securities

None.

​

Item 4. Mine Safety Disclosures

Not Applicable.

​ 56

Table of Contents Item 5. Other Information

(a)	None.

​

(b)	None.

​

(c)	During the fiscal quarter ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K).

​

Item 6. Exhibits

​<br><br>​	​
Exhibit<br><br>No.	****	Description
	​
10.1	​	John Marshall Bancorp, Inc. 2025 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders held on June 17, 2025, filed with the SEC on April 29, 2025).
​	​	​
31.1†	​	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	​
31.2†	​	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	​
32.1†	​	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	​
101.0†	​	Interactive data files formatted in Inline eXtensible Business Reporting Language pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024, (ii) the Consolidated Statements of Income for the three and six months ended June 30, 2025 and June 30, 2024 (unaudited), (iii) the Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and June 30, 2024  (unaudited), (iv) the Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2025 and June 30, 2024 (unaudited), (v) the Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and June 30, 2024  (unaudited) and (vi) the Notes to the Consolidated Financial Statements.
​	​	​
104†	​	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101.0)

†Filed herewith.

​ 57

Table of Contents 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 thereunto duly authorized.

Date: August 12, 2025

​	​	​
​	JOHN MARSHALL BANCORP, INC.
​	​	​
​	By:	/s/ Christopher W. Bergstrom
​	Name:	Christopher W. Bergstrom
​	Title:	President, Chief Executive Officer
​	​	(Principal Executive Officer)
​	​	​
​	By:	/s/ Kent D. Carstater
​	Name:	Kent D. Carstater
​	Title:	Senior Executive Vice President, Chief Financial Officer
​	​	(Principal Financial Officer)

​

​

​

​ 58

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Section 302 Certification

I, Christopher W. Bergstrom, certify that:

1. I have reviewed this quarterly report on Form 10-Q of John Marshall Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [reserved];

(c) evaluated the effectiveness of the registrant‘s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant‘s internal control over financial reporting that occurred during the registrant‘s most recent fiscal quarter (the registrant‘s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant‘s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Christopher W. Bergstrom		Date: August 12, 2025
Christopher W. Bergstrom	​	​
President and Chief Executive Officer		​

​

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Section 302 Certification

I, Kent D. Carstater, certify that:

1. I have reviewed this quarterly report on Form 10-Q of John Marshall Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [reserved];

(c) evaluated the effectiveness of the registrant‘s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant‘s internal control over financial reporting that occurred during the registrant‘s most recent fiscal quarter (the registrant‘s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant‘s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

​

/s/ Kent D. Carstater		Date: August 12, 2025
Kent D. Carstater	​	​
Senior Executive Vice President and Chief Financial Officer	​	​

​

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of John Marshall Bancorp, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 that based on their knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

​

​	​
/s/ Christopher W. Bergstrom	​
Christopher W. Bergstrom	​
President and Chief Executive Officer	​
​	​
/s/ Kent D. Carstater	​
Kent D. Carstater	​
Senior Executive Vice President and Chief Financial Officer	​

​

August 12, 2025