10-K
NEW PEOPLES BANKSHARES INC (NWPP)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-K
| [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the fiscal year ended December 31, 2025
or
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For
the transition period from ____________ to _____________
Commission
file number: 000-33411
NEW PEOPLES BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
| Virginia<br><br> <br>(State or other<br> jurisdiction of<br><br> <br>incorporation<br> or organization) | 31-1804543<br><br> <br>(I.R.S. Employer<br><br> <br>Identification<br> No.) |
|---|---|
| 67 Commerce Drive, Honaker, Virginia<br><br> <br>(Address of principal<br> executive offices) | 24260<br><br> <br>(Zip Code) |
(276) 873-7000
| (Registrant’s<br> telephone number, including area code) |
|---|
Securities
registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| None |
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock - $2.00 Par Value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes [ ] No [ X ]
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 [ X ] 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 [ X ] No [ ]
Indicate by checkmark 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<br> accelerated filer [ ] | Accelerated<br>filer [ ] |
|---|---|
| Non-accelerated filer [X] | Smaller<br> reporting company [X] |
| Emerging<br> growth company [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [ ]
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ]
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]
The
aggregate market value of the common stock held by non-affiliates, based on the last reported sales price of $3.00 per share on June 30, 2025, was $26,831,133.
The
number of shares outstanding of the registrant’s common stock was 23,555,517 as of March 19, 2026.
DOCUMENTS
INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the 2026 Annual Meeting of Shareholders are incorporated by reference into – Part III of this Form 10-K.
TABLE
OF CONTENTS
| Page | ||
|---|---|---|
| PART<br> I | ||
| Item 1. | Business | 4 |
| Item 1A. | Risk Factors | 16 |
| Item 1B. | Unresolved Staff Comments | 16 |
| Item 1C. | Cybersecurity | 16 |
| Item 2. | Properties | 18 |
| Item 3. | Legal Proceedings | 18 |
| Item 4. | Mine Safety Disclosures | 18 |
| PART<br> II | ||
| Item<br> 5. | Market<br> for Registrant’s Common Equity, Related Stockholder Matters and<br> Issuer Purchases of Equity Securities | 19 |
| Item 6. | [Reserved] | 20 |
| Item<br> 7. | Management’s<br> Discussion and Analysis of Financial Condition and Results<br> of Operations | 20 |
| Item 7A. | Quantitative and Qualitative<br> Disclosures About Market Risk | 38 |
| Item 8. | Financial Statements and<br> Supplementary Data | 39 |
| Item<br> 9. | Changes<br> in and Disagreements with Accountants on Accounting<br> and Financial Disclosure | 78 |
| Item 9A. | Controls and Procedures | 78 |
| Item 9B. | Other Information | 78 |
| Item 9C. | Disclosure Regarding Foreign<br> Jurisdictions that Prevent Inspections | 79 |
| PART<br> III | ||
| Item 10. | Directors, Executive Officers<br> and Corporate Governance | 79 |
| Item 11. | Executive Compensation | 79 |
| Item<br> 12. | Security<br> Ownership of Certain Beneficial Owners and Management and Related<br> Stockholder Matters | 79 |
| Item<br> 13. | Certain<br> Relationships and Related Transactions, and Director Independence | 79 |
| Item 14. | Principal Accountant Fees<br> and Services | 79 |
| PART<br> IV | ||
| Item 15. | Exhibits and Financial<br> Statement Schedules | 80 |
| Item 16. | Form 10-K Summary | 80 |
| SIGNATURES | 81 |
PART I
Item 1. Business
General
New Peoples Bankshares, Inc. (“New Peoples,” the “Company,” “we,” “us” or “our”) is a Virginia financial holding company headquartered in Honaker, Virginia. Our business is conducted primarily through New Peoples Bank, Inc., a Virginia banking corporation (the “Bank”). The Bank has a division doing business as New Peoples Financial Services which offers investment services through its broker-dealer relationship with Osaic Institutions, Inc. NPB Insurance Services, Inc. (“NPB Insurance”) is a subsidiary of the Bank and generates revenue through the referral of insurance services.
The Bank, headquartered in Honaker, Virginia, offers a range of banking and related financial services focused primarily on serving individuals, small to medium size businesses, and the professional community. We strive to serve the banking needs of our customers while developing personal, hometown relationships with them. Our Board of Directors believes that marketing customized banking services enables us to establish a niche in the financial services marketplace where we do business.
We provide professionals and small to medium size businesses in our market area with responsive and technologically enabled banking services. These services include loans that are priced on a deposit relationship basis, easy access to our decision makers, and quick and innovative action necessary to meet a customer’s banking needs. Our capitalization and lending limit enable us to satisfy the credit needs of a large portion of the targeted market segment. When a customer needs a loan that exceeds our lending limit, we try to find other financial institutions to participate in the loan with us.
Our History
The Bank was incorporated under the laws of the Commonwealth of Virginia on December 9, 1997, and began operations on October 28, 1998. On September 27, 2001, the shareholders of the Bank approved a plan of reorganization under which they exchanged their shares of Bank common stock for shares of New Peoples common stock. On November 30, 2001, the reorganization was completed and the Bank became New Peoples’ wholly owned subsidiary.
In June 2003, New Peoples formed two new wholly owned subsidiaries, NPB Financial Services, Inc. (renamed NPB Insurance Services, Inc. in June 2012) and NPB Web Services, Inc., an inactive web design and hosting company.
The Bank, through its division New Peoples Financial Services, offers fixed and variable annuities, fee-based asset management, and other investment products through a broker/dealer relationship with Osaic Institutions, Inc.
In July 2004, NPB Capital Trust I was formed by New Peoples to issue $11.3 million in trust preferred securities.
In September 2006, NPB Capital Trust 2 was formed by New Peoples to issue $5.2 million in trust preferred securities.
On June 7, 2017, NPB Insurance Services, Inc. purchased a 39% membership interest in Lonesome Pine Title Agency, LLC, which provides title insurance.
4
Branch Locations
As of March 24, 2026, we have 17 full-service branches located in four states: Virginia - Abingdon, Bluefield, Bristol, Castlewood, Clintwood, Gate City, Grundy, Haysi, Honaker, Lebanon, Pounding Mill, Tazewell, and Wise; West Virginia - Princeton (2); North Carolina – Boone, and Tennessee – Kingsport.
Our Market Areas
Our primary market area consists of southwestern Virginia, southern West Virginia, northeastern Tennessee, and western North Carolina. Specifically, we operate in the southwestern Virginia counties of Russell, Scott, Washington, Tazewell, Buchanan, Dickenson, and Wise; in the southern West Virginia county of Mercer and the northeastern Tennessee county of Sullivan (collectively, the “Tri-State Area”); and Watauga County in western North Carolina. The close proximity and mobile nature of individuals and businesses in adjoining counties and nearby cities in Virginia, West Virginia, Tennessee, and North Carolina place these markets within our Bank’s targeted trade area as well.
Accessibility to Interstates I-77, I-81, I-26, I-64, I-40 and I-75, as well as major state and U.S. highways including US 19, US 23, US 58, US 460 and US 421, makes the area an attractive location for businesses to serve markets in the Mid-Atlantic, Southeast and Midwest. The area is strategically located midway between Atlanta-Pittsburgh, Charlotte-Cincinnati, and Richmond-Louisville, and is within a day’s drive of more than half of the U.S. population. A regional airport located in Bristol, Tennessee serves the area with commercial flights to and from major cities in the United States. Commercial rail service providers include CSX Transportation and Norfolk Southern Railways.
The Tri-State Area has a diversified economy supported by agriculture, healthcare, education, technology, manufacturing, services industries, and natural resources including coal, natural gas, limestone, and timber. Predominantly, the market is comprised of locally owned and operated small businesses. Considerable investments in high-technology communications, high-speed broadband network and infrastructure have been made which has opened the area to large technology companies and future business development potential for new and existing businesses. Businesses are taking advantage of the low cost of doing business, training opportunities, available workforce, and an exceptional quality of life experience for employers and employees alike.
Internet Site
Our internet banking site can be accessed at www.newpeoples.bank. The site includes a customer service area that contains branch and Automated Teller Machine (“ATM”) locations, product descriptions and current interest rates offered on deposit accounts. Customers with internet access can apply for credit cards, open deposit accounts online, access account balances, make transfers between accounts, enter stop payment orders, order checks, and use an optional bill paying service.
Available Information
We file annual, quarterly, and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Our SEC filings are filed electronically and are available to the public online at the SEC’s web site at www.sec.gov. We also provide a link to our filings on the SEC website, free of charge, through our internet website https://newpeoples.bank/ about-us under "New Peoples Bankshares" “SEC Filings”. Information on the websites of the Company and the Bank is not a part of, and is not incorporated into, this report or any other filings the Company makes with the SEC.
5
Banking Services
General. We accept deposits, make consumer and commercial loans, issue drafts, and provide other services customarily offered by a commercial bank, such as business and personal checking and savings accounts, walk-up tellers, drive-in windows, and 24-hour ATMs. The Bank is a member of the Federal Reserve System and its deposits are insured under the Federal Deposit Insurance Act (the “FDIA”) to the maximum limit.
Loans. We offer a full range of short-, medium- and longer-term commercial, 1-4 family residential mortgages and personal loans. Commercial loans include both secured and unsecured loans for working capital (including inventory and receivables), business expansion (including acquisition of real estate and improvements) and purchase of equipment and machinery. Consumer loans may include secured and unsecured loans for financing automobiles, home improvements, education, personal investments, and other purposes.
Our lending activities are subject to a variety of lending limits imposed by state law. While differing limits may apply in certain circumstances based on the type of loan or the nature of the borrower (including the borrower’s relationship to the Bank), the Bank generally is subject to a loans-to-one-borrower limit of an amount equal to 15% of its capital and surplus plus the allowance for credit losses. The Bank voluntarily may choose to impose a policy limit on loans to a single borrower that is less than the legal lending limit.
We obtain short-, medium- and longer-term commercial and personal loans through direct solicitation of business owners and continued business from existing customers. As part of the application process, information is obtained concerning the income, financial condition, employment, and credit history of the applicant. Completed loan applications are reviewed by our loan officers. If commercial real estate is involved, information is also obtained concerning cash flow after debt service. Loan quality is analyzed based on the Bank’s experience and its credit underwriting guidelines.
Commercial Loans. We make commercial loans to qualified businesses in our market area. Our commercial lending consists primarily of commercial and industrial loans to finance accounts receivable, inventory, property, plant, and equipment. Commercial business loans generally have a higher degree of risk than residential mortgage loans but have commensurately higher yields. Residential mortgage loans are generally made on the basis of the borrower’s ability to make repayment from employment and other income and are secured by real estate whose value tends to be more easily ascertainable. In contrast, commercial business loans typically are made on the basis of the borrower’s ability to make repayment from cash flows from its business and are secured by business assets, such as commercial real estate, accounts receivable, equipment and inventory. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself.
Further, the collateral for commercial business loans may depreciate over time and cannot be appraised with as much precision as residential real estate. To manage these risks, our underwriting guidelines generally require us to secure commercial loans with both the assets of the borrowing business and other additional collateral and guarantees that may be available. In addition, we actively monitor certain measures of the borrower, including advance rate, cash flow, collateral value, and other appropriate credit factors.
Residential MortgageLoans. Our residential mortgage loans consist of residential first and second mortgage loans, residential construction loans, home equity lines of credit and term loans secured by first and second mortgages on the residences of borrowers for home improvements, education, and other personal expenditures. We make mortgage loans with a variety of terms, including fixed and floating or variable rates and a variety of maturities.
Under our underwriting guidelines, residential mortgage loans are generally made on the basis of the borrower’s ability to make repayment from employment and other income and are secured by real estate whose value tends to be easily ascertainable. These loans are made consistent with our appraisal policies and real estate lending policies, which detail maximum loan-to-value ratios and maturities.
6
Construction Loans. Construction lending entails significant additional risks compared to residential mortgage lending. Construction loans often involve larger loan balances concentrated with single borrowers or groups of related borrowers. Construction loans also involve additional risks attributable to the fact that loan funds are advanced upon the security of property under construction, which is of uncertain value prior to the completion of construction. Thus, it is more difficult to evaluate the total loan funds required to complete a project and related loan-to-value ratios accurately. To minimize the risks associated with construction lending, loan-to-value limitations for residential, multi-family and non-residential construction loans are in place. These are in addition to the usual credit analyses of borrowers. Management feels that the loan-to-value ratios help to minimize the risk of loss and to compensate for normal fluctuations in the real estate market. Maturities for construction loans generally range from 4 to 12 months for residential property and from 6 to 18 months for non-residential and multi-family properties.
Consumer Loans. Our consumer loans consist primarily of installment loans to individuals for personal, family and household purposes. The specific types of consumer loans that we make include home improvement loans, debt consolidation loans, and general consumer lending. Consumer loans entail greater risk than residential mortgage loans, particularly in the case of consumer loans that are unsecured, such as lines of credit, or secured by rapidly depreciating assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance due to the greater likelihood of damage, loss, or depreciation. The remaining deficiency often does not warrant further substantial collection efforts against the borrower. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability and thus are more likely to be adversely affected by job loss, divorce, illness, or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. A borrower may also be able to assert against the Bank as an assignee any claims and defenses that it has against the seller of the underlying collateral.
Our underwriting policy for consumer loans seeks to limit risk and minimize losses, primarily through careful analysis of the borrower’s creditworthiness. In evaluating consumer loans, we require our lending officers to review the borrower’s level and stability of income, past credit history, and the impact of these factors on the ability of the borrower to repay the loan in a timely manner. In addition, we maintain an appropriate margin between the loan amount and collateral value.
Deposits. We offer a variety of deposit products for both individual and business customers. These include demand deposit, interest-bearing demand deposit, savings deposit, money market, health savings, and individual retirement (“IRA”) deposit accounts. In addition, we offer certificates of deposit with terms ranging from 7 days to 60 months, including IRAs with terms ranging from 12 months to 60 months.
Investment Services. We offer a variety of investment services for both individual and business customers. These services include fixed income products, variable annuities, mutual funds, indexed certificates of deposit, individual retirement accounts, long term care insurance, employee group benefit plans, college savings plans, financial planning, managed money accounts, and estate planning. We offer these services through our broker-dealer relationship with Osaic Institutions, Inc.
Other Bank Services. Other bank services include safe deposit boxes, cashier’s checks, positive pay fraud detection for commercial customers, and certain cash management services, direct deposit of payroll and social security checks and automatic drafts for various accounts. We offer ATM and debit card services that can be used by our customers throughout our service area and other regions. We also offer consumer and commercial VISA credit card services. Electronic banking services include debit cards, internet banking, telephone banking, mobile banking, remote deposit capture, merchant transaction processing, and wire transfers.
We do not presently anticipate obtaining trust powers, but we are able to provide similar services through our affiliation with Osaic Institutions, Inc. Additionally, we offer programs of differentiator presentations focusing on such issues as financial literacy and elder abuse. We believe that these types of programs assist our local communities and highlight the skills of our financial service providers.
7
Competition
The financial services business is highly competitive. We compete as a financial intermediary with other commercial banks, credit unions, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market mutual funds and other financial institutions operating in southwestern Virginia, southern West Virginia, eastern Tennessee, and western North Carolina market areas and elsewhere, including online financial services providers. Our market area is a highly competitive banking market.
Competition in the market area for loans to small businesses and professionals, the Bank’s target market, is intense, and pricing is important. Many of our larger competitors have substantially greater resources and lending limits than we have. They offer certain services, such as extensive and established branch networks and trust services, that we do not provide or do not expect to provide in the near future. Moreover, larger institutions operating in the market area have access to borrowed funds at lower costs than are available to us. Deposit competition among institutions in our market area is strong, resulting in the possibility of our paying above-market rates to attract or retain deposits.
In addition, the financial services industry continues to undergo rapid technological change, with increased competition from non-banks offering products and services traditionally offered by banks as well as new technologies and services, including new ways that customers can make payments or manage their accounts, the use of stablecoins and other forms of cryptocurrency, tokens, and other digital assets or alternative payment systems.
While pricing is important, our principal method of countering the competition is service. As a community banking organization, we strive to serve the banking needs of our customers while developing personal, hometown relationships with them. Additionally, we continue to add and enhance digital banking services. As a result, we provide a significant amount of service and a range of products through multiple channels at reasonable fees.
According to a market share report prepared by the Federal Deposit Insurance Corporation (the “FDIC”), as of June 30, 2025, the most recent date for which market share information is available, the Bank’s deposits as a percentage of total deposits in its major market areas were as follows:
| County or City | % of Market |
|---|---|
| Dickenson<br> County, VA | 40.80% |
| Scott<br> County, VA | 37.35% |
| Russell<br> County, VA | 24.84% |
| Norton<br> (City), VA | 21.03% |
| Buchanan<br> County, VA | 14.18% |
| Tazewell<br> County, VA | 10.40% |
| City<br> of Bristol, VA | 8.09% |
| Mercer<br> County, WV | 7.08% |
| Washington<br> County, VA | 4.57% |
| City<br> of Kingsport, TN | 1.05% |
| Town<br> of Boone, NC | 0.60% |
Employees
As of December 31, 2025, we had 177 full-time equivalent employees. None of our employees are covered by a collective bargaining agreement. We consider relations with employees to be excellent.
8
Supervision and Regulation
General. As a financial holding company, we are subject to regulation under the Bank Holding Company Act of 1956, as amended (“BHCA”), and the examination and reporting requirements of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). We are also subject to the provisions of the Code of Virginia governing bank holding companies. As a state-chartered commercial bank, the Bank is subject to regulation, supervision, and examination by the Virginia State Corporation Commission’s Bureau of Financial Institutions (“BFI”). As a member of the Federal Reserve System, the Bank is also subject to regulation, supervision, and examination by the Federal Reserve. Other federal and state laws, including various consumer protection and compliance laws, also govern the activities of the Bank.
The following paragraphs summarize the most significant federal and state laws applicable to New Peoples and its subsidiaries. To the extent that statutory or regulatory provisions are described, the description is qualified in its entirety by reference to that particular statutory or regulatory provision.
The Bank HoldingCompany Act. Under the BHCA, the Federal Reserve examines New Peoples periodically. New Peoples is also required to file periodic reports and provide any additional information that the Federal Reserve may require. Activities at the bank holding company level are generally limited to:
| • | banking,<br> managing, or controlling banks; |
|---|---|
| • | furnishing<br> services to or performing services for its subsidiaries; and |
| • | engaging<br> in other activities that the Federal Reserve has determined by regulation or order to be so closely related to banking as to be a<br> proper incident to these activities. |
Thus, the activities we can engage in are restricted as a matter of law.
With some limited exceptions, the BHCA requires every bank holding company to obtain the prior approval of the Federal Reserve before:
| • | acquiring<br> substantially all the assets of any bank; |
|---|---|
| • | acquiring<br> direct or indirect ownership or control of any voting shares of any bank if after such acquisition<br> it would own or control more than 5% of the voting shares of such bank (unless it already<br> owns or controls the majority of such shares); or |
| • | merging<br> or consolidating with another bank holding company. |
As a result, our ability to engage in certain strategic activities is conditioned on regulatory approval.
In addition, and subject to some exceptions, the BHCA and the Change in Bank Control Act require Federal Reserve approval prior to any person or company acquiring “control” of a bank holding company as defined in the statutes and regulations. These requirements make it more difficult for control of our company to change.
Financial HoldingCompany. As of March 4, 2016, the Company elected to become qualified as a financial holding company (“FHC”). The Gramm-Leach-Bliley Act (“GLBA”) created this category of bank holding companies. FHC’s may directly or indirectly through subsidiaries engage in financial activities and activities “incidental” or “complementary” to financial activities. Generally, an FHC need not give prior notice of such activities but must notify the Federal Reserve within 30 days after commencing such activities.
9
The BHCA provides a long list of “financial” activities that may be engaged in by FHCs such as underwriting, brokering or selling insurance; providing financial or investment advice or underwriting, dealing in or making a market in securities.
There are other potential “financial” activities which the Federal Reserve is permitted to designate as permitted financial, or incidental to financial, activities.
We do not currently undertake activities specifically permitted to us as an FHC that are not otherwise permissible for bank holding companies not qualified as FHCs.
Bureau of FinancialInstitutions. As a bank holding company registered with the BFI, we must provide the BFI with information concerning our financial condition, operations, and management, among other reports required by the BFI. We are also examined by the BFI in addition to our Federal Reserve examinations. Similar to the BHCA, the Code of Virginia requires that the BFI approve the acquisition of direct or indirect ownership or control of more than 5% of the voting shares of any Virginia bank or bank holding company.
Payment of Dividends. New Peoples is a separate legal entity that derives the majority of its revenues from the earnings of, and dividends paid to it by, its subsidiaries. The Bank is subject to laws and regulations that limit the amount of dividends it can pay. In addition, both New Peoples and the Bank are subject to various regulatory restrictions relating to the payment of dividends, including requirements to maintain capital at or above regulatory minimums. Banking regulators have indicated that banking organizations should generally pay dividends only if the organization’s net income available to common shareholders over the past year has been sufficient to fully fund the dividends and the prospective rate of earnings retention appears consistent with the organization’s capital needs, asset quality, and overall financial condition. The FDIC has the general authority to limit the dividends paid by FDIC insured banks if the FDIC deems the payment to be an unsafe and unsound practice. The FDIC has indicated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsound and unsafe banking practice.
Capital Adequacy. The federal banking regulators have issued substantially similar capital requirements applicable to all banks and bank holding companies. In addition, those regulators may from time to time require that a banking organization maintain capital above the minimum levels because of its financial condition or actual or anticipated growth.
New Peoples meets the eligibility criteria to be considered a small bank holding company in accordance with the Federal Reserve’s Small Bank Holding Company Policy Statement and does not report consolidated regulatory capital. With respect to the Bank, the “prompt corrective action” regulations pursuant to Section 38 of the FDIA are set forth in the following table:
| Total<br> Risk | Tier<br> 1 Risk | CET1<br> Risk | ||
|---|---|---|---|---|
| Based<br> Capital | Based<br> Capital | Based<br> Capital | Leverage | |
| Ratio | Ratio | Ratio | Ratio | |
| Well<br> Capitalized | ≥<br> 10.00% | ≥<br> 8.00% | ≥<br> 6.50% | ≥<br> 5.00% |
| Adequately<br> Capitalized | ≥<br> 8.00% | ≥<br> 6.00% | ≥<br> 4.50% | ≥<br> 4.00% |
| Undercapitalized | <<br> 8.00% | <<br> 6.00% | <<br> 4.50% | <<br> 4.00% |
| Significantly<br> Undercapitalized | <<br> 6.00% | <<br> 4.00% | <<br> 3.00% | <<br> 3.00% |
| Critically<br> Undercapitalized | Tangible<br> equity to total assets ≤ 2.00% |
The FDIA requires the federal banking regulators to take “prompt corrective action” if a depository institution does not meet minimum capital requirements as set forth above. Generally, a receiver or conservator for a bank that is “critically undercapitalized” must be appointed within specific time frames. The regulations also provide that a capital restoration plan must be filed within 45 days of the date a bank is deemed to have received notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Any holding company for a bank required to submit a capital restoration plan must guarantee the lesser of (i) an amount equal to 5% of the bank’s assets at the time it was notified or deemed to be undercapitalized by a regulator, or (ii) the amount necessary to restore the bank to adequately capitalized status. This guarantee remains in place until the bank is notified that it has maintained adequately capitalized status for specified time periods. Additional measures with respect to undercapitalized institutions include a prohibition on capital distributions, growth limits, and restrictions on activities.
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The Bank is also subject to the rules implementing the Basel III capital framework and certain related provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act). The final rules established minimum capital ratios plus a “capital conservation buffer” designed to absorb losses during periods of economic stress. The final provisions for banks with $250.0 billion or less in total assets, such as the Bank, are set forth in the following table:
| Minimum<br> Leverage Ratio | 4.00% |
|---|---|
| Minimum<br> CET1 Risk Based Capital Ratio | 4.50% |
| Capital<br> Conservation Buffer ^(1)^ | 2.50% |
| Minimum<br> CET1 Risk Based Capital Ratio with Capital Conservation Buffer | 7.00% |
| Minimum<br> Tier 1 Risk Based Capital Ratio | 6.00% |
| Minimum<br> Tier 1 Risk Based Capital Ratio with Capital Conservation Buffer | 8.50% |
| Minimum<br> Total Risk Based Capital Ratio | 8.00% |
| Minimum<br> Total Risk Based Capital Ratio with Capital Conservation Buffer | 10.50% |
| ^(1)^ | The<br> capital conservation buffer must be maintained in order for a banking organization to avoid<br> being subject to limitations on capital distributions, including dividend payments, and discretionary<br> bonus payments to executive officers. |
| --- | --- |
The final rules include comprehensive guidance with respect to the measurement of risk-weighted assets. For residential mortgages, Basel III retains the risk-weights contained in the prior capital rules, which assign a risk-weight of 50% to most first-lien exposures and 100% to other residential mortgage exposures. The final rule increased the risk-weights associated with certain on-balance sheet assets, such as high volatility commercial real estate loans, and loans that are more than 90 days past due or in nonaccrual status. Capital requirements also increased for certain off-balance sheet exposures including, for example, loan commitments with an original maturity of one year or less.
Under the final rules, certain banking organizations, including the Company and the Bank, were permitted to make a one-time election to continue the prior treatment of excluding from regulatory capital most accumulated other comprehensive income (“AOCI”) components, including amounts relating to unrealized gains and losses on available-for-sale debt securities and amounts attributable to defined benefit post-retirement plans. Institutions that elected to exclude most AOCI components from regulatory capital under Basel III will be able to avoid volatility that would otherwise be caused by things such as the impact of fluctuations in interest rates on the fair value of available-for-sale debt securities. The Company and the Bank elected to exclude AOCI components from regulatory capital under Basel III.
Failure to meet capital guidelines could subject a bank to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on taking brokered deposits and certain other restrictions on its business. As described below, the FDIC can impose substantial additional restrictions upon FDIC-insured depository institutions that fail to meet applicable capital requirements as set forth above.
For further detail on capital and capital ratios, see discussion contained in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” sections “Capital Resources” and “Liquidity,” and in Item 8, “Financial Statements and Supplementary Data,” “Consolidated Financial Statements and Notes,” Note 23, “Capital.”
Other Safety andSoundness Regulations. There are a number of obligations and restrictions imposed on banks and financial or bank holding companies and their bank subsidiaries by federal law and regulatory policy that are designed to reduce potential loss exposure to the depositors of such depository institutions and to the FDIC insurance funds in the event that the depository institution is insolvent or is in danger of becoming insolvent. For example, the Federal Reserve requires a bank or financial or bank holding company to serve as a source of financial strength to its subsidiary depository institutions and to commit resources to support such institutions in circumstances where it might not do so otherwise. These requirements can restrict the ability of bank holding companies to deploy their capital as they otherwise might.
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Interstate Bankingand Branching. Banks in Virginia may branch without geographic restriction. Current federal law authorizes interstate acquisitions of banks and bank holding companies without geographic limitation. Bank holding companies may acquire banks in any state without regard to state law except for state laws requiring a minimum time a bank must be in existence to be acquired. The Code of Virginia generally permits out of state bank holding companies or banks to acquire Virginia banks or bank holding companies subject to regulatory approval. These laws have the effect of increasing competition in banking markets.
Monetary Policy. The commercial banking business is affected not only by general economic conditions but also by the monetary policies of the Federal Reserve. The Federal Reserve’s monetary policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. In view of unsettled conditions in the national and international political environment, economy, and money markets, as well as governmental fiscal and monetary policies, their impact on interest rates, deposit levels, loan demand or the business and earnings of the Bank is unpredictable.
Transactions withAffiliates. Transactions between banks and their affiliates are governed by Sections 23A and 23B of the Federal Reserve Act. These provisions restrict the amount of, and provide conditions with respect to, loans, investments, transfers of assets and other transactions between New Peoples and the Bank.
Loans to Insiders. The Bank is subject to rules on the amount, terms and risks associated with loans to executive officers, directors, principal shareholders, and their related interests.
Community ReinvestmentAct. Under the Community Reinvestment Act, depository institutions have an affirmative obligation to assist in meeting the credit needs of their market areas, including low and moderate-income areas, consistent with safe and sound banking practices. The Community Reinvestment Act emphasizes the delivery of bank products and services through branch locations in a bank’s market areas and requires banks to keep data reflecting their efforts to assist in its community’s credit needs. Depository institutions are periodically examined for compliance with the Community Reinvestment Act and are assigned ratings in this regard. Banking regulators consider a depository institution’s Community Reinvestment Act rating when reviewing applications to establish new branches, undertake new lines of business, and/or acquire part or all of another depository institution. An unsatisfactory rating can significantly delay or even prohibit regulatory approval of a proposed transaction by a bank holding company or its depository institution subsidiaries. A bank holding company will not be permitted to become a financial holding company and no new activities authorized under the GLBA (see below) may be commenced by a holding company if any of its bank subsidiaries received less than a “Satisfactory” rating in its latest Community Reinvestment Act examination. The Bank received a rating of “Satisfactory” at its last Community Reinvestment Act performance evaluation, as of August 1, 2022.
In October 2023, the federal bank regulatory agencies issued a final rule intended to strengthen and modernize the Community Reinvestment Act regulatory framework. However, in March 2024, a federal court issued a preliminary injunction that has prevented the rule from taking effect. In July 2025, the federal bank regulatory agencies issued a joint proposal to rescind the 2023 final rule and replace it with the Community Reinvestment Act framework that existed prior to its issuance. The agencies continue to apply the Community Reinvestment Act rules as they existed before the 2023 modernization, considering the injunction and pending finalization of the rescission of the modernization rule.
Gramm-Leach-BlileyAct of 1999. The GLBA covers a broad range of issues, including a repeal of most of the restrictions on affiliations among depository institutions, securities firms, and insurance companies. For example, the GLBA permits unrestricted affiliations between banks and securities firms. It also permits bank holding companies to elect to become FHCs, which can engage in a broad range of financial services as described above. In order to become an FHC, a bank holding company and all of its affiliated depository institutions must be well-capitalized, well-managed and have at least a satisfactory Community Reinvestment Act rating. On March 4, 2016, the Federal Reserve Bank of Richmond approved New Peoples’ election to become an FHC.
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The GLBA also provides that the states continue to have the authority to regulate insurance activities, but prohibits the states, in most instances, from preventing or significantly interfering with the ability of a bank, directly or through an affiliate, to engage in insurance sales, solicitations or cross-marketing activities.
Anti-Money LaunderingLegislation. New Peoples is subject to the Bank Secrecy Act and other anti-money laundering laws and regulations, including the Money Laundering Control Act of 1986, the USA Patriot Act of 2001, and the Anti-Money Laundering Act of 2020. Among other things, these laws and regulations require New Peoples to take steps to prevent the use of New Peoples for facilitating the flow of illegal or illicit money, to report large currency transactions, and to file suspicious activity reports. The Company is also required to carry out a comprehensive anti-money laundering compliance program. Violations can result in substantial civil and criminal sanctions. In addition, provisions of the USA Patriot Act require the federal bank regulatory agencies to consider the effectiveness of a financial institution’s anti-money laundering activities when reviewing bank mergers and bank holding company acquisitions.
Privacy and FairCredit Reporting. Financial institutions, such as the Bank, are required to disclose their privacy policies to customers and consumers and require that such customers or consumers be given a choice (through an opt-out notice) to forbid the sharing of nonpublic personal information about them with nonaffiliated third persons. The Bank also requires business partners with whom it shares such information to assure the Bank that they have adequate security safeguards and to abide by the redisclosure and reuse provisions of applicable law. In addition to adopting federal requirements regarding privacy, individual states are authorized to enact more stringent laws relating to the use of customer information. The Virginia Consumer Data Protection Act, passed in 2021, became effective January 1, 2023. These privacy laws create compliance obligations and potential liability for the Bank.
Mortgage BankingRegulation. The Bank is subject to rules and regulations related to mortgage loans that, among other things, establish standards for loan origination, prohibit discrimination, provide for inspections and appraisals of property, require credit reports on prospective borrowers, in some cases restrict certain loan features and fix maximum interest rates and fees, require the disclosure of certain basic information to mortgagors concerning credit and settlement costs, limit payment for settlement services to the reasonable value of the services rendered and require the maintenance and disclosure of information regarding the disposition of mortgage applications based on race, gender, geographical distribution and income level. The Bank is also subject to rules and regulations that require the collection and reporting of significant amounts of information with respect to mortgage loans and borrowers. The Bank’s mortgage origination activities are subject to the Federal Reserve’s Regulation Z, which implements the Truth in Lending Act. Certain provisions of Regulation Z require creditors to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms. To the extent that we make mortgage loans, we are required to comply with these rules, subject to available exceptions.
Sarbanes-OxleyAct. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) is intended to increase corporate responsibility, provide enhanced penalties for accounting and auditing improprieties by publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities law. The changes required by the Sarbanes-Oxley Act and its implementing regulations are intended to allow shareholders to monitor the performance of companies and their directors more easily and effectively.
The Sarbanes-Oxley Act generally applies to all domestic companies, such as New Peoples, that file periodic reports with the SEC under the Securities Exchange Act of 1934, as amended. The Sarbanes-Oxley Act includes significant additional disclosure requirements and expanded corporate governance rules and the SEC has adopted extensive additional disclosures, corporate governance provisions, and other related rules pursuant to it. New Peoples has expended, and will continue to expend, considerable time and money in complying with the Sarbanes-Oxley Act.
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Federal DepositInsurance Corporation. The Bank’s deposits are insured by the Deposit Insurance Fund, as administered by the FDIC, to the maximum amount permitted by law, which is $250,000 per depositor. The FDIC uses a “financial ratios method” based on “CAMELS” composite ratings to determine deposit insurance assessment rates for small established institutions with less than $10 billion in assets, such as the Bank. The CAMELS rating system is a supervisory rating system designed to take into account and reflect all financial and operational risks that a bank may face, including capital adequacy, asset quality, management capability, earnings, liquidity, and sensitivity to market risk (“CAMELS”). CAMELS composite ratings set a maximum assessment for banks rated CAMELS 1 and 2 and set minimum assessments for lower rated institutions. In 2025 and 2024, the Company recorded expense of approximately $404,000 and $386,000, respectively, for FDIC insurance premiums.
Dodd-Frank WallStreet Reform and Consumer Protection Act. The Dodd-Frank Act was signed into law on July 21, 2010. Its wide-ranging provisions affect all federal financial regulatory agencies and nearly every aspect of the American financial services industry. Among the provisions of the Dodd-Frank Act that directly impacted the Company was the creation of an independent Consumer Financial Protection Bureau (“CFPB”), which has the ability to write rules for consumer protections governing all financial institutions. It also oversees the enforcement of all federal laws intended to ensure fair access to credit. Smaller financial institutions, such as the Company and the Bank, continue to be examined primarily by their primary regulators.
During 2025, the CFPB reduced its staff by over 80%. The reduction in force is the subject of litigation, and the staffing cuts are currently stayed pending the federal circuit court’s rehearing of the case. The impact of these developments on banking organizations is uncertain. States and state attorneys general may increase regulatory, investigative and enforcement activity with respect to consumer protection in response to changes in regulation, supervision and enforcement of consumer protection laws by federal regulators.
Notwithstanding ongoing, legal, budgetary and structural challenges affecting the CFPB, the CFPB remains an active federal regulatory agency with continuing supervisory and enforcement authority and retains its broad authority to pursue enforcement actions, including investigations, civil actions and cease and desist proceedings. The Bank is also subject to other federal and state consumer protection laws and regulations that, among other things, prohibit unfair, deceptive and abusive, corrupt or fraudulent business practices, untrue or misleading advertising and unfair competition.
The Dodd-Frank Act has had, and may in the future have, a material impact on New Peoples’ operations, particularly through increased compliance costs resulting from new and possible future consumer and fair lending regulations. Any future changes resulting from the Dodd-Frank Act may affect the profitability of business activities, require changes to certain business practices, impose more stringent regulatory requirements, or otherwise adversely affect the business and financial condition of New Peoples and the Bank. These changes may also require New Peoples to invest significant management attention and resources to evaluate and make necessary changes to comply with new statutory and regulatory requirements.
Cybersecurity. Federal regulators expect that financial institutions design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution. Additionally, a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption, and maintenance of the institution’s operations after a cyber-attack involving destructive malware. A financial institution is expected to maintain appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or any of its critical service providers fall victim to this type of cyber-attack. If the Company fails to observe the regulatory guidance, it could be subject to various regulatory sanctions, including financial penalties.
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Federal bank regulators issued a joint rule, effective in 2022, establishing computer-security incident notification requirements for banking organizations and their bank service providers. The rule requires a banking organization to notify its primary federal regulator of any significant computer-security incident as soon as possible and no later than 36 hours after the banking organization determines that a cyber incident has occurred. In addition, the final rule requires a bank service provider to notify affected banking organization customers as soon as possible when the provider determines that it has experienced a computer-security incident that has materially affected or is reasonably likely to materially affect banking organization customers for four or more hours. The rule defines computer-security incident as an occurrence that results in actual harm to the confidentiality, integrity, or availability of an information system or the information that the system processes, stores, or transmits. In July 2023, the SEC issued a final rule to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies that are subject to the reporting requirements of the Exchange Act. Specifically, the final rule requires current reporting about material cybersecurity incidents, periodic disclosures about a registrant’s policies and procedures to identify and manage cybersecurity risk, management’s role in implementing cybersecurity policies and procedures, and the board of directors’ cybersecurity expertise, if any, and its oversight of cybersecurity risk. See Item 1C. Cybersecurity of this Form 10-K for a discussion of the Company’s cybersecurity risk management, strategy, and governance.
Limitations onIncentive Compensation. The federal bank regulatory agencies have issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of financial institutions do not undermine the safety and soundness of such institutions by encouraging excessive risk-taking. The Interagency Guidance on Sound Incentive Compensation Policies, which covers all employees that have the ability to materially affect the risk profile of financial institutions, either individually or as part of a group, is based upon the key principles that a financial institution’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the institution’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the financial institution’s board of directors.
The Federal Reserve will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of financial institutions, such as the Company and the Bank, that are not “large, complex banking organizations.” These reviews will be tailored to each financial institution based on the scope and complexity of the institution’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the institution’s supervisory ratings, which can affect the institution’s ability to make acquisitions and take other actions. Enforcement actions may be taken against a financial institution if its incentive compensation arrangements or related risk-management control or governance processes pose a risk to the institution’s safety and soundness, and the financial institution is not taking prompt and effective measures to correct the deficiencies. As of December 31, 2025, New Peoples and the Bank have not been made aware of any instances of noncompliance with this guidance.
Fair Access toFinancial Services. In August 2025, President Trump signed Executive Order 14331, “Guaranteeing Fair Banking Access for All Americans,” which states that it is the policy of the United States that no American should be denied access to financial services because of their constitutionally or statutorily protected beliefs, affiliations, or political views. The Executive Order directs the Treasury Secretary and federal banking regulators to address politicized or unlawful debanking activities. In recent years, certain states have also enacted, or have proposed to enact, statutes, regulations or policies that prohibit financial institutions from denying or canceling products or services to a person or business, or otherwise discriminating against a person or business in making available products or services, on the basis of certain social or political factors or other activities.
Artificial Intelligence. CFPB and other federal regulatory guidance reiterates that creditors are not excused from the adverse action notice requirements under the Equal Credit Opportunity Act if they rely on complex algorithmic underwriting models. States have also started to regulate the use of artificial intelligence technologies. In July 2024, the federal banking agencies issued a final rule that requires, among other things, financial institutions to ensure that their automated valuation models for property valuation follow certain quality control standards, including a requirement that such valuation models comply with nondiscrimination laws.
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Other Laws. Banks and other depository institutions also are subject to other numerous consumer-oriented laws and regulations. These laws, which include the Truth in Lending Act, the Truth in Savings Act, the Real Estate Settlement Procedures Act, the Electronic Funds Transfer Act, the Equal Credit Opportunity Act, the Fair and Accurate Credit Transactions Act of 2003 and the Fair Housing Act, require compliance by depository institutions with various disclosure and consumer information handling requirements. These and other similar laws result in significant costs and create potential liability for financial institutions, including the imposition of regulatory penalties for inadequate compliance.
Future RegulatoryUncertainty. Because federal and state regulation of financial institutions changes regularly and is the subject of constant legislative debate, New Peoples cannot forecast how regulation of financial institutions may change in the future and impact its operations. New Peoples fully expects that the financial institution industry will remain heavily regulated notwithstanding the regulatory relief that has been recently adopted.
Item 1A. Risk Factors
Not required.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 1C. Cybersecurity
Risk
The Cyber Incident Reporting for Critical Infrastructure Act, enacted in March 2022, requires certain covered entities to report a covered incident to the U.S. Department of Homeland Security's Cybersecurity & Infrastructure Security Agency (“CISA”) within 72 hours after a covered entity reasonably believes an incident has occurred. Separate reporting to CISA will also be required within 24 hours if a ransom payment is made as a result of a ransomware attack.
The SEC adopted a new rule on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure by Public Companies in 2024, which applies to all public companies subject to the reporting requirements of the Securities Exchange Act of 1934 and requires disclosure of material cybersecurity incidents in Current Reports on Form 8-K and periodic disclosure of cybersecurity risk management, strategy, and governance in Annual Reports on Form 10-K.
State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations and many states have recently implemented or modified their data breach notification and data privacy requirements. New Peoples expects this trend of state-level cybersecurity regulatory activity to continue and continues to monitor these developments.
Our Enterprise Risk Management program (“ERM”) is designed to identify, assess, and mitigate risks across various aspects of New Peoples, including financial, operational, regulatory, reputational, and legal. The ERM program includes an annual risk prioritization process to identify key enterprise risks. Each key risk is assigned a risk owner to establish action plans and implement risk mitigation strategies. Cybersecurity is a critical component of this program. Given the increasing reliance on technology and potential cyber threats, New Peoples uses a cybersecurity framework to aid management in understanding, managing, and reducing cybersecurity risk. This framework aids management in identifying gaps within cybersecurity infrastructure and evaluating maturity of processes. Cybersecurity frameworks use maturity levels to gauge the strength of cybersecurity controls. Our information technology and vendor risk management functions assess information technology and cybersecurity third party providers as part of the initial determination process and then periodically thereafter. We use a variety of methods and tools to assess a third-party vendor’s controls related to cybersecurity threats, including obtaining proof of a provider’s independent testing of data protection controls, imposition of contractual obligations and reviews of data protection controls such as backups, encryption standards, and disaster recovery. Our Information Security Officer is primarily responsible for this cybersecurity component and is a key member of the risk management organization, coordinating with our Chief Risk Officer with board oversight through our Information Technology Steering Committee and the Audit Risk and Compliance Committee. Aside from the Information Security Officer, cybersecurity support is provided by our Director of Information Technology and our Chief Information Officer. Each of these persons has over twenty years of experience primarily in financial sector information technology and information security administration and management backed by undergraduate and/or post-graduate degrees in information technology, as well as various information technology and network certifications.
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We maintain a comprehensive Business Continuity Management program that includes Business Continuity, Disaster Recovery, and Incident Response planning and testing. This program is designed to minimize the impact of an information security disruption and ensure New Peoples can return to normal operations in a timely manner. The Information Security Officer is responsible for the administration and management of the program and key members of management are embedded into the program by its design. At least annually, management identifies an exhaustive list of business functions for each area of New Peoples, and lists resource requirements, assigns Recovery Time and Point Objectives, and Maximum Tolerable Period of Downtime for each function. Management then completes a comprehensive Business Impact Analysis that prioritizes business functions based on criticality and is used as a guide for business continuity and disaster recovery planning. We maintain an Incident Response Plan that provides a documented framework for responding to actual or potential cybersecurity incidents, including timely notification of and escalation to the appropriate Board-approved management committees, and to the Information Technology Steering Committee. The Incident Response Plan facilitates coordination across multiple parts of our organization. Business Continuity, Disaster Recovery, and Incident Response plans are updated and tested at least annually. Management performs a variety of tests on the plans including tabletop, simulation, and technical testing to ensure key personnel are prepared, recovery systems and data are viable, and Recovery Time and Point Objectives can be met. Weaknesses identified during testing are monitored until they are fully remediated. The Information Technology Steering Committee provides oversight for the Business Continuity Management Program, which includes ratification of plans and Business Impact Analysis, plan testing frequency, and remediation of identified weaknesses. The Committee ensures, based on testing, that plans are adequate to meet New Peoples’s objectives.
We engage various third parties to assist us in identifying, assessing, and responding to cybersecurity threats. This includes around-the-clock managed firewall services and managed detection and response services. In addition, we engage third parties to test the vulnerability of our cybersecurity infrastructure on a regular basis and we have a third-party assessment performed annually. A third party provides social engineering and phishing testing on a subset of bank employees annually. These third-party service providers are in regular contact with our information technology personnel, and we monitor other sources for information that any of these providers may have encountered cybersecurity threats.
All employees receive initial and ongoing training in cybersecurity awareness including such topics as email protocols, social engineering, phishing tactics, and security of Bank issued computers and other devices. Management conducts regularly phishing testing on all employees and assigns additional training when necessary. Employees with privileged access receive additional relevant training. Key personnel pursue training in their respective disciplines on a continual basis.
In the ordinary course of its business, the Bank relies on electronic communications and information systems to conduct its operations and to store sensitive data and employs a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as to report on any suspected advanced persistent threats. Notwithstanding these defensive measures, the threat from cybersecurity attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures. Our internal systems, processes, and controls are designed to mitigate loss from cyber-attacks and, while we have experienced cybersecurity incidents in the past, to date, risks from cybersecurity threats have not materially affected our company. The Bank’s systems and those of its customers and third-party service providers are under constant threat and it is possible that we could experience a future significant event. The Bank expects risks and exposures related to cybersecurity attacks to remain high for the foreseeable future.
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Item 2. Properties
As of December 31, 2025, New Peoples's net investment in premises and equipment was $16.4 million. The following table describes our properties by type, ownership or lessee, and location.
| Property<br> Type | Owned/Leased | Location<br> Name | Street<br> Address | City | State |
|---|---|---|---|---|---|
| Branch | Owned | Honaker Headquarters | 53 Commerce Drive | Honaker | VA |
| Branch | Owned | Kingsport Branch | 2600 N. John B. Dennis Highway | Kingsport | TN |
| Branch | Owned | Bluefield Branch | 514 Commerce Drive | Bluefield | VA |
| Branch | Owned | Clintwood Branch | 198 Colley Shopping Center | Clintwood | VA |
| Branch | Owned | Grundy Branch | 20487 Riverside Drive | Grundy | VA |
| Branch | Owned | Haysi Branch | 111 Haysi Main | Haysi | VA |
| Branch | Owned | Lebanon Branch | 1421 East Main Street | Lebanon | VA |
| Branch | Owned | Pounding Mill Branch | 12602 Governor G.C. Peery Highway | Pounding Mill | VA |
| Branch | Owned | Tazewell Branch | 127 Chamber Drive | Tazewell | VA |
| Branch | Owned | Wise / Norton Area Branch | 5448 Wise Norton Road | Norton | VA |
| Branch | Owned | Princeton – Stafford Dr Branch | 1221 Stafford Drive | Princeton | WV |
| Branch | Owned | Princeton – Oakvale Rd Branch | 207 Oakvale Road | Princeton | WV |
| Branch | Owned | Bristol State Street | 901 W. State Street | Bristol | VA |
| Branch | Leased | Boone Branch | 230-A Wilson Drive | Boone | NC |
| Branch | Leased | Abingdon Branch | 350 West Main Street | Abingdon | VA |
| Branch | Leased | Castlewood Branch | 87 Miners Drive | Castlewood | VA |
| Branch | Leased | Gate City Branch | 663 East Jackson Street | Gate City | VA |
| Administrative Office | Leased | Linden Square Office | 101 Linden Square Drive | Bristol | VA |
| Loan Production Office | Leased | Wytheville LPO | 165 W. Main St | Wytheville | VA |
| Operations Center | Owned | Honaker Operations Center | 67 Commerce Drive | Honaker | VA |
| ATM | Owned | Big Stone Gap | 419 Shawnee Ave East | Big Stone Gap | VA |
We continue to assess our branch network as we look to improve the efficiency of our branch operations while seeking to increase market share.
We believe that all of our properties are maintained in good operating condition and are suitable and adequate for our operational needs.
Item 3. Legal Proceedings
In the normal course of operations we may become a party to legal proceedings, as discussed in Note 22 Legal Contingencies to the consolidated financial statements contained in Item 8 of this Form 10-K, which information is incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Market Information
The common stock of New Peoples is quoted on the OTC Market’s Pink Open Market under the symbol “NWPP.” Computershare Investor Services is the stock transfer agent for New Peoples Bankshares, Inc. The volume of trading of shares of common stock is very limited. Trades in our common stock occur sporadically on a local basis and typically in small volumes. Over-the-Counter market quotations reflect inter-dealer prices without retail mark up, mark down or commissions and may not necessarily represent actual transactions.
The most recent sales price of which management is aware was $3.56 per share on March 19, 2026.
(b) Holders
On March 19, 2026, there were approximately 3,695 shareholders of record.
| (c) | Dividends |
|---|
Any declaration of dividends in the future will depend on our earnings, capital requirements, growth strategies, and compliance with regulatory mandates, principally at the Bank level, since New Peoples’s primary source of income is dividends paid by the Bank. New Peoples paid a dividend of $0.08 per share in 2025. On February 23, 2026, New Peoples declared a dividend of $0.09 per share, payable March 31, 2026.
We are subject to certain dividend restrictions and capital requirements imposed by the Federal Reserve Bank as well as Virginia statutes and regulations. See Note 17, Dividend Limitations, and Note 23, Capital, to the consolidated financial statements contained in Item 8 of this Form 10-K.
| (d) | Stock<br> Repurchases |
|---|
New Peoples initiated a stock repurchase program in 2022 that authorizes the repurchase of up to 500,000 of New Peoples’s common shares. Repurchases may be made through open market purchases or in privately negotiated transactions. Shares repurchased will be returned to the status of authorized and unissued shares of common stock. The actual means and timing of any purchases, number of shares and prices or range of prices will be determined by New Peoples.
Shares of New Peoples’s common stock were repurchased during the three months ended December 31, 2025, as detailed below. Under the terms of the stock repurchase program, New Peoples has the remaining authority to repurchase up to 144,927 shares of common stock. On March 16, 2026, the Board of Directors approved an extension of the repurchase program through March 31, 2027.
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The following table provides information regarding repurchases of common stock for the three months ended December 31, 2025.
| Period<br> Beginning on First Day of Month Ended | Total<br> Number of Shares Purchased | Average<br> Price Paid per Share | Total<br> Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum<br> Number of Shares That May Yet Be Purchased Under the Plans or Programs |
|---|---|---|---|---|
| October 31, 2025 | - | $ - | - | 155,107 |
| November 30, 2025 | 7,798 | $ 3.14 | 7,798 | 147,309 |
| December 31, 2025 | 2,382 | $ 3.37 | 2,382 | 144,927 |
| Total<br> as of December 31, 2025 | 10,180 | $ 3.19 | 10,180 | 144,927 |
Item 6. [Reserved]
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Caution About Forward-Looking Statements
We make forward-looking statements in this annual report on Form 10-K that are subject to risks and uncertainties. These forward-looking statements include statements regarding expectations, intentions, projections, and beliefs concerning our profitability, liquidity, and allowance for credit losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward-looking statements. These forward-looking statements are based on various factors and were derived using numerous assumptions as of the date of this Form 10-K and are subject to significant risks.
The following important factors, among others, that may cause actual results to differ from that expressed in such forward-looking statements include:
| · | the<br> success or failure of our efforts to implement our business plan; |
|---|---|
| · | any<br> required increase in our regulatory capital ratios; |
| · | satisfying<br> other regulatory requirements that may arise from examinations, changes in the law and other similar factors; |
| · | deterioration<br> of asset quality; |
| · | changes<br> in the level of our nonperforming assets and charge-offs; |
| · | fluctuations<br> of real estate values in our markets; |
| · | our<br> ability to attract and retain talent; |
| · | demographic<br> changes in our markets which negatively impact the local economy; |
| · | the<br> uncertain outcome of current or future legislation or regulations or policies of state and federal regulators; |
| · | the<br> successful management of interest rate risk; |
| · | the<br> successful management of liquidity; |
| · | changes<br> in general economic and business conditions in our market area and the United States in general; |
| · | credit<br> risks inherent in making loans such as changes in a borrower’s ability to repay and our management of such risks; |
| · | competition<br> with other banks and financial institutions, and companies outside of the banking industry, including online lenders and those companies<br> that have substantially greater access to capital and other resources; |
| · | advances<br> and changes in technology, including artificial intelligence, and the Company’s ability to develop timely and competitive products<br> and services and effectively manage related risks; |
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| · | customer<br> acceptance of new products and services we have offered or may offer; |
|---|---|
| · | deposit<br> flows and competition for deposits; |
| · | the<br> effects of, and changes in, trade, monetary and fiscal policies, and laws, including interest rate policies of the Federal Reserve,<br> inflation, interest rate, market, and monetary fluctuations; |
| · | the<br> occurrence of significant natural disasters, including severe weather conditions, floods, health related issues, and other catastrophic<br> events; |
| · | geopolitical<br> conditions, including trade restrictions and tariffs, and acts or threats of terrorism, international hostilities, military conflicts<br> or actions taken by the U.S. or other governments in response thereto, which could impact business and economic conditions in the<br> U.S. and abroad; |
| · | the<br> continued effective operation of our information technology systems and third-party service providers, including the stabilization<br> and ongoing performance of our core processing platform following the system conversion completed during the fourth quarter of 2025; |
| · | the<br> effects of cyber incidents or other failures, disruptions, or breaches of our operational or security systems, or those of our third-party<br> vendors or other service providers, including as a result of cyber threats or attacks; |
| · | our<br> ability to assist in managing third party fraud against customer accounts including but not limited to check, credit and debit card,<br> and electronic funds transfer fraud; |
| · | our<br> reliance on third-party vendors and correspondent banks; |
| · | changes<br> in generally accepted accounting principles; |
| · | changes<br> in governmental regulations, tax rates, and similar matters; and, |
| · | other<br> risks which may be described, from time to time, in our filings with the SEC. |
Because of these uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. In addition, our past results of operations do not necessarily indicate our future results. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
General
The following commentary discusses major components of our business and presents an overview of our consolidated financial position as of December 31, 2025 and 2024, as well as results of operations for the years ended December 31, 2025 and 2024. This discussion should be reviewed in conjunction with the consolidated financial statements and accompanying notes and other statistical information presented elsewhere in this Form 10-K.
New Peoples generates a significant amount of its income from the net interest income earned by the Bank. Net interest income is the difference between interest income and interest expense. Interest income depends on the volume of interest-earning assets outstanding during the period and the interest rates earned thereon. The Bank's interest expense is a function of the average amount of interest-bearing deposits and borrowed money outstanding during the period and the interest rates paid thereon. The quality of our assets further influences the amount of interest income lost on nonaccruing loans and the amount of provision expense added to the allowance for credit losses. The Bank also generates noninterest income from service charges and fees on deposit accounts, debit and credit card interchange income, and commissions on insurance and investment products sold.
21
Critical AccountingPolicies
Certain critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements. Our most critical accounting estimates relate to our allowance for credit losses.
The allowance for credit losses reflects the estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our borrowers were to deteriorate, resulting in an impairment of their ability to make payments, our estimates would be updated, and additional provisions could be required. For further discussion of the estimates used in determining the allowance for credit losses, we refer you to the section on “Allowance for Credit Losses” in this discussion.
For further discussion of our other critical accounting policies, see Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements, contained in Item 8 of this Form 10-K.
Overview
Results for the year ended December 31, 2025 reflect continued growth in interest-earning assets and improved net interest margin, partially offset by increases in expenses primarily due to annual employee reviews, incentive accruals based on Company performance and contractual and inflationary increases for third party services. Loan demand remained solid throughout the year, supporting balance sheet growth, while management continued to emphasize disciplined pricing, credit quality, and expense management. Capital and liquidity levels remained strong at year end, providing flexibility to support ongoing operations and future growth while continuing to exceed regulatory requirements.
For the year ended December 31, 2025, the Company reported net income of $10.1 million, or $0.43 per diluted share, compared to $8.2 million, or $0.35 per diluted share, for the year ended December 31, 2024. The increase was primarily driven by growth in average interest-earning assets and an improvement in net interest margin, reflecting higher loan yields, lower funding costs and disciplined pricing.
In 2024, the Bank provided notice of termination of the contract with our core systems provider. As a result of this decision, termination charges and certain conversion costs were recorded in 2024, totaling an estimated $850,000. Additionally, during the fourth quarter of 2024, we completed two transactions in our bank owned life insurance (“BOLI”) portfolio. One policy was cancelled and redeemed, resulting in a loss of approximately $49,000, while a benefit claim was filed on the second policy, resulting in a gain of $1.6 million. After consideration of the tax impact, these non-recurring items increased 2024 earnings by approximately $756,000, or $0.03 per basic and diluted share. The conversion to the new core systems provider was completed in the fourth quarter of 2025. After consideration of the tax impact, additional conversion-related costs decreased earnings for 2025 by approximately $221,000, or $0.01 per basic and diluted share.
22
The following non-GAAP table summarizes the impact of these non-recurring events:
| 2025 | 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Dollars<br> in thousands) | Amount | Per<br> Share | Amount | Per<br> Share | |||||
| As reported | |||||||||
| Net<br> income (GAAP) | $ | 10,098 | $ | 0.43 | $ | 8,204 | $ | 0.35 | |
| Adjust for non-recurring items: | |||||||||
| BOLI benefit | — | (1,565 | ) | ||||||
| BOLI redemption | — | 49 | |||||||
| Core<br> system conversion | 288 | 850 | |||||||
| Total<br> non-recurring items | 288 | (666 | ) | ||||||
| Applicable<br> tax effect | 67 | (90 | ) | ||||||
| Non-recurring<br> items net of tax | 221 | (756 | ) | ||||||
| Adjusted<br> net income (non-GAAP) | $ | 10,319 | $ | 0.44 | $ | 7,448 | $ | 0.32 |
Adjusted net income and net income per share are non-GAAP financial measures that management uses to supplement the evaluation of New Peoples’s operating results and believes is beneficial to the users of its financial statements in evaluating New Peoples’s current operating results in relation to past periods.
As discussed in “Net Interest Income and Net Interest Margin,” net interest income for the year ended December 31, 2025 was $33.2 million compared to $28.5 million for the year ended December 31, 2024. The increase was primarily due to a $41.0 million increase in average earning assets and a 37 basis point improvement in the net interest margin. Average interest-bearing liabilities increased $26.2 million to $575.7 million during the comparative twelve-month periods.
For the year ended December 31, 2025, noninterest income was $9.9 million, a decrease of $1.3 million from $11.3 million in 2024. Excluding the non-recurring items totaling $1.5 million in 2024, noninterest income increased approximately $172,000 primarily due to a branded card incentive and other miscellaneous revenue items.
For the year ended December 31, 2025, noninterest expense was $29.1 million, an increase of approximately $318,000 from $28.8 million in 2024. Excluding non-recurring items, noninterest expense increased approximately $880,000 during 2025 primarily due to increases in employee compensation, incentive compensation based on performance, health insurance coverage, and data processing costs.
Total assets as of December 31, 2025 were $909.7 million, an increase of $54.8 million, or 6.41%, from $854.9 million as of December 31, 2024. Gross loans increased $52.1 million, or 7.92%, during 2025 due to continuing loan demand. Investment securities increased approximately $449,000 during 2025 primarily due to a $5.2 million improvement in the unrealized loss on investment securities and purchases executed throughout the year largely offset by maturities, calls, payments, and amortization. All of New Peoples's investments are designated as available-for-sale.
Deposits totaled $798.3 million as of December 31, 2025 compared to $750.0 million as of December 31, 2024. The increase of $48.3 million, or 6.44%, was due to efforts to attract and retain deposits, specifically time deposits through targeted promotional rates and terms and money market accounts through disciplined pricing. As a result of these efforts, total time deposits increased $23.1 million and money market and saving accounts increased $28.2 million during the year ended December 31, 2025.
New Peoples Bank remains well-capitalized as of December 31, 2025 and had a leverage ratio of 10.93% compared to 10.70% as of December 31, 2024.
New Peoples’s key performance indicators are as follows:
| Year ended December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Return on average assets | 1.13% | 0.96% | ||
| Return on average shareholders' equity | 13.33% | 12.28% | ||
| Average shareholders' equity to average assets | 8.47% | 7.81% |
In the fourth quarter of 2025, the Bank completed the conversion of its core banking systems. Due to the timing of the conversion late in the year, management had limited time to address routine post-conversion matters associated with implementation and reporting. As is typical with a core systems conversion, management encountered certain matters during and immediately following implementation; however, management is not aware of any issues that resulted in material operational disruptions, customer impacts, or financial reporting deficiencies.
Net Interest Incomeand Net Interest Margin
New Peoples’s primary source of income is net interest income, which increased $4.6 million, or 16.25%, in 2025 compared to 2024. The increase in net interest income was primarily due to growth in average interest-earning assets, specifically loans, and an increase in net interest margin. The improvement in net interest margin reflected higher loan yields driven by loan growth and pricing actions taken during the year as well as repricing of maturing time deposits in a lower interest rate environment following reductions in the target range for the federal funds rate totaling approximately 100 basis points during the latter part of 2024 and an additional 75 basis points during 2025. Management continued to focus on balance sheet mix and disciplined pricing in a competitive funding environment.
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The following table shows the rates paid on earning assets and interest-bearing liabilities for the periods indicated.
Net Interest Margin
Analysis
Average Balances,
Income and Expense, and Yields and Rates
| 2025 | 2024 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars<br> are in thousands) | Average<br><br> Balance | Income/<br><br> Expense | Yields/<br><br> Rates | Average<br><br> Balance | Income/<br><br> Expense | Yields/<br><br> Rates | ||||||||||
| ASSETS | ||||||||||||||||
| Loans^(1)(2)^ | $ | 689,104 | $ | 42,844 | 6.22 | % | $ | 641,022 | $ | 38,208 | 5.96 | % | ||||
| Federal<br> funds sold | 288 | 12 | 4.27 | % | 115 | 6 | 5.18 | % | ||||||||
| Interest-bearing<br> deposits in other banks | 65,277 | 2,752 | 4.22 | % | 74,524 | 3,875 | 5.20 | % | ||||||||
| Investment<br> securities^(2)^ | 109,271 | 2,979 | 2.73 | % | 107,278 | 2,544 | 2.37 | % | ||||||||
| Total<br> earning assets | 863,940 | 48,587 | 5.62 | % | 822,939 | 44,633 | 5.42 | % | ||||||||
| Less: Allowance<br> for credit losses | (7,957 | ) | (7,628 | ) | ||||||||||||
| Non-earning<br> assets | 38,082 | 40,103 | ||||||||||||||
| Total<br> assets | $ | 894,065 | $ | 855,414 | ||||||||||||
| LIABILITIES AND SHAREHOLDERS'<br> EQUITY | ||||||||||||||||
| Interest-bearing<br> demand deposits | $ | 73,638 | $ | 526 | 0.71 | % | $ | 72,936 | $ | 605 | 0.83 | % | ||||
| Savings<br> and money market deposits | 196,168 | 3,418 | 1.74 | % | 171,311 | 2,833 | 1.65 | % | ||||||||
| Time<br> deposits | 284,122 | 10,328 | 3.64 | % | 271,835 | 10,707 | 3.94 | % | ||||||||
| Total<br> interest-bearing deposits | 553,928 | 14,272 | 2.58 | % | 516,082 | 14,145 | 2.74 | % | ||||||||
| Other borrowings | 9,710 | 345 | 3.51 | % | 17,486 | 719 | 4.04 | % | ||||||||
| Trust<br> preferred securities | 12,035 | 814 | 6.67 | % | 15,904 | 1,248 | 7.72 | % | ||||||||
| Total<br> borrowed funds | 21,745 | 1,159 | 5.26 | % | 33,390 | 1,967 | 5.79 | % | ||||||||
| Total<br> interest-bearing liabilities | 575,673 | 15,431 | 2.68 | % | 549,472 | 16,112 | 2.93 | % | ||||||||
| Non interest-bearing<br> deposits | 232,831 | 229,717 | ||||||||||||||
| Other<br> liabilities | 9,809 | 9,431 | ||||||||||||||
| Total<br> liabilities | 818,313 | 788,620 | ||||||||||||||
| Shareholders'<br> equity | 75,752 | 66,794 | ||||||||||||||
| Total<br> liabilities and shareholders' equity | $ | 894,065 | $ | 855,414 | ||||||||||||
| Net<br> interest income | $ | 33,156 | $ | 28,521 | ||||||||||||
| Net<br> interest margin | 3.84 | % | 3.47 | % | ||||||||||||
| Net<br> interest spread | 2.94 | % | 2.49 | % | ||||||||||||
| (1)<br> Nonaccrual loans and loans held for sale have been included in average loan balances. | ||||||||||||||||
| (2)<br> Tax exempt income is not significant and has been treated as fully taxable. |
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The following tables set forth the amounts of the total changes in interest income and interest expense which can be attributed to rates, volume and a combination of rates and volume, for the periods indicated.
| Volume<br> and Rate Analysis | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Increase (decrease) | ||||||||||||
| Year<br> 2025 Compared to 2024 | ||||||||||||
| (Dollars<br> in thousands) | Volume<br><br> Effect | Rate<br><br> Effect | Rate<br> and<br> Volume Effect | Change<br> in Interest Income/Expense | ||||||||
| Interest income: | ||||||||||||
| Loans | $ | 2,866 | $ | 1,667 | $ | 103 | $ | 4,636 | ||||
| Federal<br> funds sold | 9 | (1 | ) | (2 | ) | 6 | ||||||
| Interest-bearing deposits in other banks | (481 | ) | (730 | ) | 88 | (1,123 | ) | |||||
| Investment securities | 47 | 386 | 2 | 435 | ||||||||
| Total earning<br> assets | 2,441 | 1,322 | 191 | 3,954 | ||||||||
| Interest expense: | ||||||||||||
| Interest-bearing<br> demand deposits | 1 | (88 | ) | 5 | (82 | ) | ||||||
| Savings<br> and money market deposits | 422 | 137 | 29 | 588 | ||||||||
| Time deposits | 484 | (816 | ) | (47 | ) | (379 | ) | |||||
| Other borrowings | (319 | ) | (94 | ) | 39 | (374 | ) | |||||
| Trust<br> preferred securities | (303 | ) | (169 | ) | 38 | (434 | ) | |||||
| Total<br> interest-bearing liabilities | 285 | (1,030 | ) | 64 | (681 | ) | ||||||
| Change<br> in net interest income | $ | 2,156 | $ | 2,352 | $ | 127 | $ | 4,635 | ||||
| Year<br> 2024 Compared to 2023 | ||||||||||||
| (Dollars<br> in thousands) | Volume<br><br> Effect | Rate<br><br> Effect | Rate<br> and<br> Volume Effect | Change<br> in Interest Income/Expense | ||||||||
| Interest income: | ||||||||||||
| Loans | $ | 1,728 | $ | 3,730 | $ | 198 | $ | 5,656 | ||||
| Federal<br> funds sold | (16 | ) | 1 | (1 | ) | (16 | ) | |||||
| Interest-bearing deposits in other banks | 1,480 | 94 | 62 | 1,636 | ||||||||
| Investment securities | (43 | ) | 270 | (5 | ) | 222 | ||||||
| Total<br> earning assets | 3,149 | 4,095 | 254 | 7,498 | ||||||||
| Interest expense: | ||||||||||||
| Interest-bearing<br> demand deposits | (12 | ) | 163 | (5 | ) | 146 | ||||||
| Savings<br> and money market deposits | 60 | 1277 | 54 | 1,391 | ||||||||
| Time deposits | 1,298 | 3035 | 693 | 5,026 | ||||||||
| Other borrowings | 373 | 32 | 54 | 459 | ||||||||
| Trust<br> preferred securities | (40 | ) | 11 | 3 | (26 | ) | ||||||
| Total<br> interest-bearing liabilities | 1,679 | 4,518 | 799 | 6,996 | ||||||||
| Change<br> in net interest income | $ | 1,470 | $ | (423 | ) | $ | (545 | ) | $ | 502 |
As illustrated in the rate/volume analysis above, the increase in net interest income during 2025 was primarily attributable to growth in average earning asset balances and improved asset yields, and lower interest expense mainly due to the repricing of maturing time deposits, general declines in short-term interest rates, repayments of borrowings, and principal reductions on trust preferred securities.
Loans
Our primary source of income is interest earned on loans. Total gross loans increased $52.1 million during 2025, or 7.92%, to $709.6 million as of December 31, 2025 as compared to $657.5 million as of December 31, 2024. The primary drivers of this increase in total loans were increases in commercial, residential 1-4 family, and multifamily real estate loans of $12.1 million to $255.7 million, $17.8 million to $252.6 million, and $13.6 million to $46.0 million, respectively. These increases resulted from customer relationship development and continued demand for commercial and consumer lending products, and the opening of a loan production office in Wytheville, Virginia during 2025. For more detail on loan balances, refer to Note 7 of the consolidated financial statements contained in Item 8 of this Form 10-K.
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Nonaccrual loans increased approximately $325,000 from $3.3 million as of December 31, 2024 to $3.6 million as of December 31, 2025. Nonaccrual loans negatively affect interest income as these loans are nonearning assets. When doubt about the collectability of a loan exists, it is the Bank’s policy to stop accruing interest on that loan under the following circumstances: (a) whenever we are advised by the borrower that scheduled payment or interest payments cannot be met, (b) when conditions indicate that payment of principal and interest can no longer be expected, or (c) when any such loan becomes delinquent for 90 days and is not both well secured and in the process of collection. All interest accrued but not collected on loans that are placed on nonaccrual is charged off and reversed against interest income in the current period. In the case of a nonaccrual loan that is well secured and in the process of collection, the interest accrued but not collected is not reversed. Interest received on these loans is accounted for on the cash basis or cost-recovery method until qualifying for return to accrual. Generally, loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, six consecutive timely payments are made, and prospects for future contractual payments are reasonably assured. For more detail on nonaccrual loans, refer to Note 7 of the consolidated financial statements in Item 8 of this Form 10-K.
Individually evaluated loans increased during 2025 to $2.2 million as of December 31, 2025, from $1.7 million as of December 31, 2024. Interest income and cash receipts on individually evaluated loans are handled differently depending on whether or not the loan is on nonaccrual status. If the individually evaluated loan is not on nonaccrual status, the interest income on the loan is computed using the effective interest method. For more detail on individually evaluated loan balances, refer to Note 7 of the consolidated financial statements in Item 8 of this Form 10-K.
The following table presents the dollar composition and percentage of our loan portfolio as of December 31:
| Loan<br> Composition | ||
|---|---|---|
| 2025 | 2024 | |
| (Dollars<br> in thousands) | ||
| Real estate secured: | ||
| Commercial | 255,707 | 243,646 |
| Construction and land development | 42,826 | 36,112 |
| Residential 1-4 family | 252,624 | 234,860 |
| Multifamily | 45,964 | 32,379 |
| Farmland | 23,385 | 16,921 |
| Total real estate loans | 620,506 | 563,918 |
| Commercial | 53,175 | 60,587 |
| Agriculture | 4,384 | 4,025 |
| Consumer installment loans and all other loans | 31,522 | 29,006 |
| Total<br> loans | 709,587 | 657,536 |
| Less: allowance for credit losses | 8,107 | 7,684 |
| Total | 701,480 | 649,852 |
All values are in US Dollars.
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Our loan maturities, and distribution between fixed and variable rate loans as of December 31, 2025 are shown in the following tables:
| Maturities<br> of Loans | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars<br> in thousands) | One<br> Year <br> or Less | One<br> to Five Years | Five<br> to Fifteen Years | After<br> Fifteen Years | Total | |||||
| Real estate secured: | ||||||||||
| Commercial | $ | 16,358 | $ | 42,504 | $ | 74,690 | $ | 122,155 | $ | 255,707 |
| Construction<br> and land development | 14,835 | 4,569 | 6,140 | 17,282 | 42,826 | |||||
| Residential<br> 1-4 family | 7,299 | 11,958 | 68,592 | 164,775 | 252,624 | |||||
| Multifamily | 2,499 | 3,159 | 9,520 | 30,786 | 45,964 | |||||
| Farmland | 3,626 | 3,101 | 6,567 | 10,091 | 23,385 | |||||
| Total<br> real estate loans | 44,617 | 65,291 | 165,509 | 345,089 | 620,506 | |||||
| Commercial | 15,562 | 27,300 | 8,720 | 1,593 | 53,175 | |||||
| Agriculture | 2,255 | 1,759 | 228 | 142 | 4,384 | |||||
| Consumer<br> installment loans and all other loans | 3,680 | 17,417 | 10,227 | 198 | 31,522 | |||||
| Total | $ | 66,114 | $ | 111,767 | $ | 184,684 | $ | 347,022 | $ | 709,587 |
The following table presents the dollar amount of fixed rate and variable rate loans with maturities greater than one year as of December 31, 2025:
| (Dollars in thousands) | Fixed<br> Rate | Variable<br> Rate | ||
|---|---|---|---|---|
| Real<br> estate secured: | ||||
| Commercial | $ | 63,946 | $ | 175,403 |
| Construction<br> and land development | 1,053 | 26,938 | ||
| Residential<br> 1-4 family | 68,498 | 176,827 | ||
| Multifamily | 8,374 | 35,091 | ||
| Farmland | 2,818 | 16,941 | ||
| Total<br> real estate loans | 144,689 | 431,200 | ||
| Commercial | 33,538 | 4,075 | ||
| Agriculture | 1,987 | 142 | ||
| Consumer<br> installment loans and all other loans | 27,644 | 198 | ||
| Total | $ | 207,858 | $ | 435,615 |
Contractual maturities of loans do not reflect the actual term of our loan portfolio. The average life of mortgage loans is substantially less than the contractual life due to prepayments and enforcement of due on sale clauses. Scheduled principal amortization also reduces the average life of the loan portfolio. The average life of mortgage loans tends to increase when current market mortgage rates are substantially above rates on existing loans while the average life decreases when rates on existing loans are substantially above current market rates.
Some variable rate loans may not reprice, or fully reprice, at their next reset date due to instances where the reset rate may not be above the rate floor or may be more than the allowable rate increase under the terms of the loan. In these instances, it may take several reset periods before these loans are fully adjusted.
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Allowance forCredit Losses
New Peoples maintains its allowance for credit losses based on the expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities, and some off-balance sheet credit exposures such as unfunded commitments to extend credit. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses.
The allowance for credit losses is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Accrued interest receivable is excluded from the estimate of credit losses.
The allowance for credit losses represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The allowance for credit losses is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.
New Peoples primarily utilizes the cohort and the probability of default/loss given default methodologies for its reasonable and supportable forecasting of current expected credit losses. To further adjust the allowance for credit losses for expected losses not already included within the quantitative component of the calculation, New Peoples may consider the following qualitative adjustment factors: changes to: lending policies and procedures, national and local economic conditions, the experience and ability of management and staff, the volume and severity of past due, rated and nonaccrual assets, loan review system, collateral values, concentrations of credit, and legal or regulatory requirements and competition.
New Peoples measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis. New Peoples designates loan relationships of $250,000 or more that have been determined to meet the regulatory definitions of “classified” as individually evaluated. The fair value of individually evaluated loans is measured using the fair value of collateral (“collateral method”) or the discounted cash flow (“DCF”) method.
The allowance for credit losses increased to $8.1 million as of December 31, 2025 from $7.7 million as of December 31, 2024. The allowance for credit losses at the end of 2025 was approximately 1.14% of total loans as compared to 1.17% at the end of 2024. Provisions for credit losses for loans receivable of approximately $739,000 and $506,000 were recorded during the years ended December 31, 2025 and 2024, respectively. Loans charged off, net of recoveries, totaled approximately $316,000, or 0.05% of average loans, for the year ended December 31, 2025, compared to approximately $78,000, or 0.01% of average loans, in 2024. The allowance for credit losses represents an amount that, in New Peoples's judgment, will be adequate to absorb expected and estimable losses inherent in the loan portfolio. The judgment in determining the level of the allowance is based on evaluations of the collectability of loans while taking into consideration such factors as trends in delinquencies and charge-offs for relevant periods of time, changes in the nature and volume of the loan portfolio, current reasonable and supportable forecasts of economic conditions that may affect a borrower's ability to repay and the value of collateral, overall portfolio quality and review of specific potential losses. This evaluation is inherently subjective because it requires estimates that are susceptible to significant revision as more information becomes available.
Nonaccrual loans increased approximately $325,000 from $3.3 million as of December 31, 2024 to $3.6 million as of December 31, 2025. The amount of interest income that would have been recognized on these loans had they been accruing interest was approximately $49,000 for both of the years ended December 31, 2025 and 2024. Loans past due 90 days or greater and still accruing interest totaled approximately $165,000 at December 31, 2025. There were no loans past due 90 days or greater and still accruing interest as of December 31, 2024. There are no commitments to lend additional funds to non-performing borrowers.
28
A majority of our loans are collateralized by real estate located in our market area. It is our policy to sufficiently collateralize loans to help minimize exposure to losses in cases of default. Increasing real estate values in our area have reduced this exposure somewhat. However, while we consider our market area to be somewhat diverse, certain areas are more reliant upon agriculture, coal mining, and natural gas. As a result, increased risk of loan impairments is possible due to the volatile nature of the coal mining and natural gas industries.
Commercial and commercial real estate loans are initially risk rated by the originating loan officer. If deterioration in the financial condition of the borrower and/or their capacity to repay the debt occurs, the loan may be downgraded by the loan officer or our watch list committee. Guidance for risk rate grading is established by the regulatory authorities who periodically review the Bank’s loan portfolio for compliance. Classifications used by the Bank are Pass, Special Mention, Substandard, Doubtful and Loss.
With regard to the Bank’s consumer and consumer real estate loan portfolio, we use the guidance found in the Uniform Retail Credit Classification and Account Management Policy which affects our estimate of the allowance for credit losses. Under this approach, a consumer or consumer real estate loan must initially have a credit risk grade of Pass or better. Subsequently, if the loan becomes contractually 90 days past due or the borrower files for bankruptcy protection, the loan is downgraded to Substandard and generally placed in nonaccrual status. If the loan is unsecured upon being deemed Substandard, the entire loan amount is charged off.
For non-1-4 family residential loans that are 90 days or more past due or in bankruptcy, the collateral value less estimated liquidation costs are compared to the loan balance to calculate any potential deficiency. If the collateral is sufficient, then no charge-off is necessary. If a deficiency exists, then upon the loan becoming contractually 120 days past due, the deficiency is charged off against the allowance for credit losses. In the case of 1-4 family residential or home equity loans, upon the loan becoming 120 days past due, or at the time of foreclosure, a current value is obtained and after application of an estimated liquidation discount, a comparison is made to the loan balance to calculate any deficiency. Subsequently, any noted deficiency is then charged off against the allowance for credit losses when the loan becomes contractually 180 days past due, or at the time of foreclosure. If the customer has filed bankruptcy, then within 60 days of the bankruptcy notice, any calculated deficiency is charged off against the allowance for credit losses. Collection efforts continue by means of repossessions or foreclosures, and upon bank ownership, liquidation.
As discussed, the allowance for credit losses is maintained at a level that management deems appropriate to absorb any potential future losses and known credit losses within the loan portfolio, whether or not the losses are actually ever realized. Through our quarterly assessment, we continue to adjust the CECL model to best reflect the risks in the portfolio. However, future provisions may be deemed necessary. During 2025, we maintained the adjustments to our qualitative factors initiated in 2024 to consider risk factors associated with commercial real estate and residential mortgage loans; however, we removed the qualitative factor related to Hurricane Helene. During the third quarter of 2024, customers residing in North Carolina, southwest Virginia, northeast Tennessee and southern West Virginia were impacted by Hurricane Helene. We assessed the impact of the storm on our customers and any collateral securing outstanding loans and adjusted the allowance for credit losses. Additionally, we worked with customers impacted by this natural disaster and provided short-term payment deferrals to affected borrowers. These deferral periods have expired, and at this time, we are not aware of any widespread impairment of collateral other than one property in which a $138,000 partial charge-off was taken during 2025. Accordingly, we eliminated the adjustment in the allowance for credit losses for the potential impacts of the storm. Those changes, along with the assessment of the historical and specific risks associated with the loan portfolio, resulted in a net provision for credit losses of approximately $806,000, of which $739,000 was provided for the loan portfolio and $67,000 was provided to the allowance for unfunded commitments.
29
The following table summarizes components of the allowance for credit losses and related loans as of December 31, 2025 and 2024:
| Selected Credit Ratios | ||||||
|---|---|---|---|---|---|---|
| December<br> 31, | ||||||
| (Dollars in thousands) | 2025 | 2024 | ||||
| Allowance<br> for credit losses | $ | 8,107 | $ | 7,684 | ||
| Total<br> loans | 709,587 | 657,536 | ||||
| Allowance<br> for credit losses to total loans | 1.14 | % | 1.17 | % | ||
| Nonaccrual<br> loans | $ | 3,598 | $ | 3,273 | ||
| Nonaccrual<br> loans to total loans | 0.51 | % | 0.50 | % | ||
| Ratio<br> of allowance for credit losses to nonaccrual loans | 2.25 | X | 2.35 | X | ||
| Charge-offs<br> net of recoveries | $ | 316 | $ | 78 | ||
| Average<br> loans | $ | 689,104 | $ | 641,022 | ||
| Net charge-offs<br> to average loans | 0.05 | % | 0.01 | % |
The following table shows the average balance, net charge-offs or recoveries and percentage of net charge-offs or recoveries by each major category of loans for the years ended December 31, 2025 and 2024:
Allocation of the
Allowance for Credit Losses
| December<br> 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||
| (Dollars in<br> thousands) | Average<br> Balance | Net<br> Charge-offs (Recoveries) | Net<br> Charge-offs (Recoveries) as % of Average Loan Type | Average<br> Balance | Net<br> Charge-offs (Recoveries) | Net<br> Charge-offs (Recoveries) as % of Average Loan Type | ||||
| Real estate secured: | ||||||||||
| Commercial | $ 249,751 | $ 1 | 0.00% | $ 240,730 | $ 74 | 0.03% | ||||
| Construction and land development | 38,686 | (54) | -0.14% | 30,063 | (44) | -0.15% | ||||
| Residential 1-4 family | 244,425 | 79 | 0.03% | 234,848 | (25) | -0.01% | ||||
| Multifamily | 39,546 | (12) | -0.03% | 33,782 | 95 | 0.28% | ||||
| Farmland | 20,501 | (3) | -0.01% | 16,557 | (297) | -1.79% | ||||
| Total real estate loans | 592,909 | 11 | 0.00% | 555,980 | (197) | -0.04% | ||||
| Commercial | 56,803 | 89 | 0.16% | 54,669 | 153 | 0.28% | ||||
| Agriculture | 4,927 | 50 | 1.01% | 3,611 | - | 0.00% | ||||
| Consumer installment loans and all<br> other loans | 34,465 | 166 | 0.48% | 26,319 | 122 | 0.46% | ||||
| Unallocated | - | - | 0.00% | 443 | - | 0.00% | ||||
| Total loans | $ 689,104 | $ 316 | 0.05% | $ 641,022 | $ 78 | 0.01% |
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The following table shows the balance and percentage of our allowance for credit losses allocated to each major category of loans.
| December<br> 31, 2025 | December<br> 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (Dollars<br> in thousands) | Amount | %<br> of ACL | %<br> of Loans | Amount | %<br> of ACL | %<br> of Loans |
| Real estate secured: | ||||||
| Commercial | $ 2,856 | 35.2% | 36.0% | $ 2,565 | 33.4% | 37.1% |
| Construction<br> and land development | 411 | 5.1% | 6.0% | 322 | 4.2% | 5.5% |
| Residential<br> 1-4 family | 2,799 | 34.5% | 35.6% | 2,923 | 38.0% | 35.7% |
| Multifamily | 559 | 7.0% | 6.6% | 382 | 5.0% | 4.9% |
| Farmland | 166 | 2.0% | 3.3% | 149 | 1.9% | 2.6% |
| Total<br> real estate loans | 6,791 | 83.8% | 87.5% | 6,341 | 82.5% | 85.8% |
| Commercial | 602 | 7.4% | 7.5% | 751 | 9.8% | 9.2% |
| Agriculture | 79 | 1.0% | 0.6% | 36 | 0.5% | 0.6% |
| Consumer installement loans and all other<br> loans | 635 | 7.8% | 4.4% | 556 | 7.2% | 4.4% |
| Total loans | $ 8,107 | 100.0% | 100.0% | $ 7,684 | 100.0% | 100.0% |
We have allocated the allowance according to the amount deemed to be reasonably necessary to provide for the expected credit losses within each of the categories of loans. The allocation of the allowance as shown in the table above should not be interpreted as an indication that credit losses in future years will occur in the same proportions or that the allocation indicates future credit loss trends. Furthermore, the portion allocated to each loan category is not the total amount available for future losses that might occur within such categories since the total allowance is a general allowance applicable to the entire portfolio.
As of December 31, 2025, the allowance for credit losses was primarily allocated to loan segments that represent the largest portions of the loan portfolio and exhibit the most significant exposure to credit risk based on portfolio composition, credit performance, and economic sensitivity.
Commercial real estate loans accounted for $2.9 million, or 35.2% of the allowance for credit losses, compared to 36.0% of total loans outstanding at December 31, 2025. The increase in allocation from the prior year reflects continued growth in commercial real estate balances and increased utilization of variable-rate loan structures. These factors resulted in higher modeled expected credit losses and supported qualitative adjustments related to borrower cash-flow dependence and sensitivity to economic conditions.
These loans are made consistent with appraisal policies and real estate lending policies which detail maximum loan-to-value ratios and maturities.
Residential 1–4 family real estate loans represented 34.5% of the allowance for credit losses, compared to 35.6% of total loans outstanding at December 31, 2025. This allocation declined from the prior year primarily due to stable delinquency trends, portfolio seasoning, and a decline in classified loans. Management also reduced certain qualitative risk factors previously applied to this segment as overall credit performance remained stable.
Management believes overall credit quality remained stable during 2025, and the allowance for credit losses was appropriate as of December 31, 2025.
Other Real EstateOwned
Other real estate owned totaled approximately $89,000 and $87,000 as of December 31, 2025 and December 31, 2024, respectively. During 2025, the sale of one property was offset by the foreclosure of another property with a similar net book value.
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While the levels of problem credits and foreclosed properties have been reduced significantly over the past several years, we remain mindful of the impact on earnings and capital as we work to achieve our goal to reduce nonperforming assets. However, we may recognize some losses and reductions in the allowance for credit losses as we expedite the resolution of these problem assets.
Investment Securities
Total investment securities increased approximately $449,000 to $96.4 million as of December 31, 2025 from $96.0 million as of December 31, 2024. All securities are classified as available-for-sale for liquidity purposes. The increase in investment securities during 2025 was due to purchases of $9.3 million and a decrease in the unrealized loss on available-for-sale securities of $5.2 million which more than offset maturities, calls, payments, and amortization of $14.0 million. Investment securities with a carrying value of $32.5 million and $35.2 million as of December 31, 2025 and 2024, respectively, were pledged to secure public deposits and for other purposes required, or permitted, by law.
Our strategy is to invest excess funds in investment securities, which typically yield more interest income than other short-term investment options, such as federal funds sold and overnight deposits with the Federal Reserve Bank of Richmond, but which still provide liquidity.
The fair value of our investment portfolio is substantially affected by changes in interest rates. Losses could be realized if liquidity and/or business strategy necessitate the sale of securities in a loss position due to Federal Reserve actions, U.S. fiscal policies or other factors affecting market interest rates. As of December 31, 2025, we had a net unrealized loss in our investment portfolio totaling $10.0 million as compared to a $15.2 million loss as of December 31, 2024. As market interest rates fluctuate, the level of unrealized losses could change substantially. However, these changes would have no impact on earnings or regulatory capital unless the securities were sold at a loss. We believe that all unrealized losses resulted from temporary changes in interest rates and current market conditions and are not a result of credit deterioration. No allowance for credit losses on available-for-sale securities was recorded as of December 31, 2025 and 2024. We monitor our portfolio regularly and use it to maintain liquidity, manage interest rate risk, and enhance earnings.
The fair value and weighted average yield of investment securities as of December 31, 2025 are shown in the following schedule by contractual maturity and do not reflect principal paydowns for amortizing securities. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Weighted average yields are calculated by dividing the contractual interest for each time period by the average amortized contractual cost
| Less<br> Than One Year | One<br> to Five Years | Five<br> to Ten Years | After<br> Ten Years | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in<br> thousands) | Fair<br> Value | Average<br> Yield | Fair<br> Value | Average<br> Yield | Fair<br> Value | Average<br> Yield | Fair<br> Value | Average<br> Yield | Fair Value | Average<br> Yield |
| U.S. Treasuries | $ 2,960 | 1.02% | $ 1,483 | 1.04% | $ 1,017 | 4.12% | $ - | -% | $ 5,460 | 1.58% |
| U.S. Government agencies | - | -% | 1,295 | 4.28% | 5,606 | 4.10% | 2,258 | 2.84% | 9,159 | 3.79% |
| Corporate bonds | - | -% | 1,909 | 2.93% | 470 | 3.75% | - | -% | 2,379 | 3.10% |
| Municipal securities | - | -% | 1,689 | 2.02% | 6,017 | 2.39% | 12,291 | 2.59% | 19,997 | 2.49% |
| Mortgage-backed securities | 921 | 2.11% | 3,423 | 4.37% | 6,423 | 3.24% | 35,312 | 1.92% | 46,079 | 2.25% |
| Collateralized mortgage obligations - guaranteed | - | -% | 1,375 | 4.78% | 2,816 | 4.62% | 9,168 | 3.68% | 13,359 | 3.98% |
| $ 3,881 | 1.28% | $ 11,174 | 3.32% | $<br> 22,349 | 3.42% | $ 59,029 | 2.35% | $96,433 | 2.65% |
.
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Bank Owned Life Insurance
The Bank had no bank owned life insurance policies as of December 31, 2025.
During 2024 one bank owned life insurance policy was surrendered at market value resulting in a loss of approximately $49,000. In December 2024, a death benefit receivable of $5.4 million was recorded, resulting in an income accrual of $1.6 million.
Deposits
Total deposits were $798.3 million as of December 31, 2025, an increase of $48.3 million, or 6.44%, from $750.0 million as of December 31, 2024, due to efforts to attract and retain time deposits and money market account relationships, including replacing a large, high-rate account with lower-cost brokered time deposits, combined with cyclical fund inflows. Most of the increase was driven by money market deposits which increased $28.9 million, or 34.4%, to $113.0 million, and time deposits, which increased $23.1 million, or 8.5%, to $294.2 million as of December 31, 2025.
Information detailing average deposit balances and average rates paid on deposits is presented in the Net Interest Margin Analysis table contained in the “Net Interest Income and Net Interest Margin” section.
Core deposits are considered to include demand deposits and other types of transaction accounts, such as commercial relationships and savings and money market products. Noninterest-bearing demand deposits decreased $4.1 million in 2025, while interest-bearing demand deposits, savings and money market deposits increased $32.4 million. Overall, we continue to maintain core deposits through attractive consumer and commercial deposit products and strong ties with our customer base and communities.
As of December 31, 2025 and 2024, uninsured deposits are estimated to be $120.3 million and $91.9 million, respectively. Estimated uninsured deposits represented 15.1% and 12.3% of total deposits as of December 31, 2025 and 2024, respectively. Included in estimated uninsured deposits are $28.7 million and $22.9 million of public funds, for such respective periods, considered secured via pledged securities or letters of credit we have with the Federal Home Loan Bank of Atlanta (the “FHLB”).
The following table shows maturities of all time deposits considered uninsured by the FDIC or otherwise.
| Maturities<br> of Time Deposits Greater Than 250,000 | |
|---|---|
| (Dollars<br> in thousands) | |
| December 31,<br> 2025 | |
| Three<br> months or less | 21,759 |
| Over<br> three months through six months | 15,617 |
| Over<br> six months through twelve months | 14,617 |
| Over<br> one year | 5,108 |
| Total | 57,101 |
All values are in US Dollars.
As of December 31, 2025 and 2024, $32.5 million and $35.2 million of securities, respectively, were pledged to collateralize public deposits, including time deposits, held in our Tennessee offices, and as collateral for credit facilities available through the Federal Reserve Bank (“FRB”). Additionally, we held letters of credit from the FHLB for $14.0 million at both December 31, 2025 and 2024 to secure public deposits, including time deposits, held in our Virginia offices.
We held $8.0 million in brokered deposits at December 31, 2025, and $3.0 million as of December 31, 2024. While not a primary source of funding, brokered deposits provide a means to efficiently manage funding and liquidity. Internet accounts are limited to customers located in our primary market area and the surrounding geographical area. The average balance of and the average rate paid on deposits is shown in the net interest margin analysis table in the “Net Interest Income and Net Interest Margin” section. Total Certificate of Deposit Registry Service (“CDARS”) time deposits were $7.0 million at December 31, 2025 and 2024.
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Noninterest Income
For the year ended December 31, 2025, noninterest income decreased $1.3 million to $9.9 million compared to $11.3 million for 2024 mainly due to the $1.6 million benefit claim on bank owned life insurance in 2024. A decrease of approximately $217,000, or 5.65%, in service charges and fees offset an increase in card processing revenue of approximately $201,000.
Noninterest Expense
For the year ended December 31, 2025, noninterest expense totaled $29.1 million compared to $28.8 million for the year ended December 31, 2024. The increase was primarily related to salaries and benefits of approximately $638,000, loan-related expenses of approximately $165,000, and data processing costs of approximately $68,000. The increases were partially offset by a decrease of approximately $562,000 in the costs associated with the core system conversion and an approximate $214,000 decrease in the expense for the cards reward program.
While we experienced no significant losses resulting from fraud in 2025, we continued to experience an increase in the volume and sophistication of fraudulent transaction attempts. These fraudulent transaction attempts ranged from unauthorized electronic transactions to check theft, forgery, and what is commonly referred to as friendly fraud, which is the dispute of a valid, authorized transaction by the cardholder resulting in a chargeback despite delivery of the underlying product or service. We work continuously with customers to educate them on identifying potential fraud and the efforts they can take to reduce the risk of fraud. We expect increased fraudulent transaction attempts to continue for the foreseeable future.
Our efficiency ratio, a non-GAAP measure, is defined as noninterest expense divided by the sum of net interest income plus noninterest income and was 67.61% in 2025 compared to 72.40% in 2024. The performance improvement in this ratio is a result of the increase in net interest income, as discussed in the “Net Interest Income and Net Interest Margin” section earlier in this Item 7. After adjusting for non-recurring items, the efficiency ratio improves slightly to 66.94%, as shown in the table below. We continue to seek opportunities to operate more efficiently through the use of technology, improving processes, reducing nonperforming assets, and increasing productivity.
| (Dollars in thousands) | Net<br> Interest Income | Noninterest<br> Income | Total<br> Income | Noninterest<br> Expense | Efficiency<br> Ratio | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As reported<br> (GAAP) | $ | 33,156 | $ | 9,910 | $ | 43,066 | $ | 29,115 | 67.61 | % | ||
| Adjust<br> for nonrecurring items: | ||||||||||||
| Core<br> system conversion | — | — | — | (288 | ) | |||||||
| As<br> adjusted for nonrecurring items (non-GAAP) | $ | 33,156 | $ | 9,910 | $ | 43,066 | $ | 28,827 | 66.94 | % |
Income Taxes andDeferred Tax Assets
Income taxes were $3.0 million for the year ended December 31, 2025, compared to $2.1 million for the same period in 2024. The effective tax rates were 23.18%, and 20.76% for 2025 and 2024, respectively. The effective tax rate for the periods differed from the federal statutory rate of 21.0% principally due to the lessened impact of tax preference items, along with the effect of certain state income taxes. The lower effective tax rate in 2024 is the result of non-taxable income resulting from the BOLI insurance benefit accrual included in pre-tax earnings.
Deferred tax assets represent the future tax benefit of future deductible differences. If it is more likely than not that a tax asset will not be realized, a valuation allowance is required to reduce the recorded deferred tax assets to net realizable value. New Peoples has evaluated positive and negative evidence to assess the realizability of its deferred taxes. Based on the evidence, including taxable income projections, New Peoples believes it is more likely than not that its deferred tax assets will be realizable. Accordingly, New Peoples did not include a valuation allowance against its deferred tax assets as of December 31, 2025 or 2024.
34
Tax positions are evaluated in a two-step process. New Peoples first determines whether it is more likely than not that a position will be sustained upon examination. If a tax position meets the more likely than not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being recognized. New Peoples classifies interest and penalties as a component of income tax expense.
Capital Resources
During the year ended December 31, 2025, total shareholders’ equity increased $12.1 million to $82.9 million due to earnings of $10.1 million and the $4.1 million decrease in the net unrealized loss on available-for-sale investment securities, net of taxes which were partially offset by a cash dividend payment of $1.9 million and the repurchase of common stock totaling approximately $212,000.
During 2025, New Peoples repurchased 69,711 shares at an average price of $3.04 per share. Since commencement of the stock repurchase program, 355,073 shares have been repurchased at an average rate of $2.54.
New Peoples meets the eligibility criteria to be considered a small bank holding company in accordance with the Federal Reserve’s Small Bank Holding Company Policy Statement and does not report consolidated regulatory capital. The Bank continues to be subject to various capital requirements administered by banking agencies.
The Bank is characterized as "well capitalized" under the “prompt corrective action” regulations pursuant to Section 38 of the FDIA. The capital adequacy ratios for the Bank, including the minimum ratios to be considered “well capitalized,” are set forth in Note 23, Capital, to the consolidated financial statements in Item 8 of this Form 10-K.
The Bank is also subject to the rules implementing the Basel III capital framework and certain related provisions of the Dodd-Frank Act. The final rules require the Bank to comply with the following minimum capital ratios: (i) a Common Equity Tier 1 (“CET1”) ratio of at least 4.5%, plus a 2.5% “capital conservation buffer” (effectively resulting in a minimum CET1 ratio of 7%), (ii) a ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum Tier 1 capital ratio of 8.5%), (iii) a ratio of total capital to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum total capital ratio of 10.5%), and (iv) a leverage ratio of 4%, calculated as the ratio of Tier 1 capital to average assets. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a CET1 ratio above the minimum but below the conservation buffer face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall. As of December 31, 2025, the Bank meets all capital adequacy requirements to which it is subject. Based upon projections, we believe our earnings will be sufficient to support the Bank’s planned asset growth.
New Peoples paid a cash dividend of $0.08 per share in 2025. On February 23, 2026, the Board of Directors declared a dividend of $0.09 per share, to be paid on March 31, 2026. Future payments of cash dividends will depend on a number of factors including but not limited to maintaining positive retained earnings, compliance with regulatory rules governing the payment of dividends, strategic plans, and sufficient capital at the Bank to allow payment of dividends to the parent company.
Liquidity
We closely monitor our liquidity and our liquid assets in the form of cash, due from banks, federal funds sold and unpledged available-for-sale investments. Collectively, those balances were $141.1 million as of December 31, 2025, up from $128.5 million as of December 31, 2024. The increase is primarily due to the receipt of the insurance receivable, earnings, and cash flows from investment securities exceeding reinvestment activity. A surplus of short-term assets is maintained at levels management deems adequate to meet potential liquidity needs.
35
The Bank’s primary funding source is deposits from customers in the markets in which it provides banking services. As discussed previously, deposits increased during 2025 but competition for deposits remains intense from both bank and non-bank institutions. New Peoples expects that pressure on the rates paid on deposits will continue and that it may be required to pay higher rates than currently projected to retain existing customers and attract new deposit relationships to fund loans and other activities. As discussed below, New Peoples has other liquidity sources to manage its liquidity needs as they arise.
As of December 31, 2025, all of our investments are classified as available-for-sale, providing an additional source of liquidity in the amount of $63.9 million, which is net of the $32.5 million of securities pledged as collateral. Generally, the investment portfolio serves as a source of liquidity while yielding a higher return at the purchase date when compared to other short-term investment options, such as federal funds sold and overnight deposits with the FRB. Although the unrealized loss on securities available-for-sale improved in 2025, selling investments other than shorter-term investments with minimal unrealized losses or more recently purchased investments would not be a main source of liquidity at this time because of the immediate impact on regulatory capital; however, the majority of the portfolio consists of high credit quality investments that could be pledged against borrowed funds. Total investment securities increased slightly from $96.0 million as of December 31, 2024 to $96.4 million as of December 31, 2025. The Bank also has additional borrowing capacity on lines for which investments and certain loans are currently pledged.
Our loan to deposit ratio was 88.9% as of December 31, 2025 and 87.7% as of December 31, 2024.
Available third-party sources of liquidity as of December 31, 2025 include the following: our line of credit with the FHLB totaling $273.3 million subject to pledging requirements, the brokered certificates of deposit markets, internet certificates of deposit, and the discount window at the FRB. We also have $30.0 million in unsecured federal funds lines of credit available from three correspondent banks as of December 31, 2025.
We have used our line of credit with FHLB to issue letters of credit totaling $14.0 million to the Treasury Board of Virginia for collateral on public funds and a $7.0 million fixed rate borrowing maturing in May of 2028. No draws on the letters of credit have been issued. These letters of credit are considered to be draws on our FHLB line of credit. An additional $252.3 million was available on December 31, 2025 on the $273.3 million line of credit, of which $130.0 million is secured by a blanket lien on our residential real estate loans and certain eligible commercial real estate loans. Full use of the FHLB borrowing capacity would require New Peoples to pledge additional assets.
We held $8.0 million in brokered deposits as of December 31, 2025 compared to $3.0 million as of December 31, 2024 and $7.0 million in reciprocal CDARS time deposits as of December 31, 2025 and December 31, 2024.
The Bank has access to additional liquidity through the FRB’s Discount Window for overnight funding needs. We have collateralized this line with investment securities. As part of the discount window capacity, the FRB offered borrowings through the Bank Term Funding Program, which was created to support businesses and consumers by making additional funds available to eligible depository institutions
During the fourth quarter of 2024, we made a voluntary principal payment of $1.2 million on one of the outstanding trust preferred securities, originally issued in 2004. In January 2025, we made another voluntary principal payment of $3.0 million on the same trust preferred issue. We may consider making future principal payments based on our available liquidity and considering other funding opportunities that may be available.
Based on the on-balance sheet liquidity and available external sources of funding, management believes the Bank has adequate liquidity and capital resources to meet its operating requirements and obligations for the foreseeable future. However, liquidity may be adversely affected by a number of factors including counterparty willingness or ability to extend credit, regulatory actions, and changes in customer behavior, some of which are beyond management’s control. In light of ongoing economic uncertainty, including inflationary pressures and geopolitical conflicts, management continues to actively monitor the Bank’s liquidity position to ensure sufficient funding is available to meet customer demands and operational needs. In addition, the Bank’s contingency funding plan is reviewed quarterly by the Asset Liability Committee.
36
Financial Instruments with Off-Balance Sheet Risk
The Bank is a 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 and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contractual or notional amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments.
The Bank’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 is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
A summary and discussion of the contract amount of the Bank’s exposure to off-balance sheet risk as of December 31, 2025 and 2024 is presented in Note 20 to the consolidated financial statements in Item 8 of this Form 10-K. As of December 31, 2025 and 2024 the allowance for credit losses on unfunded commitments totaled approximately $471,000 and $404,000, respectively.
Interest RateRisk and Sensitivity
Interest rate risk represents the risk that changes in market interest rates may adversely affect the Company’s net interest income and the economic value of equity. The Company manages interest rate risk as part of its overall asset and liability management process, with the objective of supporting stable earnings and preserving capital across a range of interest rate environments.
Management evaluates interest rate risk using simulation analyses that estimate the potential impact of immediate and sustained changes in market interest rates on net interest income and the economic value of equity. These analyses are performed using a model provided and supported by an independent third-party service provider and incorporate assumptions regarding balance sheet composition, interest rate behavior, loan prepayments, deposit pricing, and other relevant factors. The results of these analyses are reviewed regularly by management and the Board of Directors as part of the Company’s asset-liability management oversight.
As of December 31, 2025, the Company’s interest rate risk profile reflected a balance sheet that is modestly sensitive to changes in market interest rates. In rising rate environments, results are influenced primarily by the timing and extent of deposit repricing relative to changes in asset yields. In declining rate environments, interest rate sensitivity is affected by contractual loan repricing characteristics, the presence of interest rate floors on certain assets and deposits, and expected customer behavior.
Based on management’s analyses, the estimated impacts of changes in interest rates on both net interest income and the economic value of equity were within board-approved policy limits at December 31, 2025. Management believes the Company is appropriately positioned to manage interest rate risk given its current balance sheet structure, capital levels, and liquidity profile. The Company will continue to monitor interest rate risk and may adjust asset mix, deposit pricing strategies, and funding sources as market conditions evolve.
37
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not required.
38
Item 8. Financial Statements and Supplementary Data
FINANCIAL
STATEMENTS
CONTENTS
| Page | ||
|---|---|---|
| Report<br> of Independent Registered Public Accounting Firm | 40 | |
| Consolidated<br> Balance Sheets December 31, 2025 and 2024 | 42 | |
| Consolidated<br> Statements of Income – Years Ended December 31, 2025 and 2024 | 43 | |
| Consolidated<br> Statements of Comprehensive Income – Years Ended December 31, 2025 and 2024 | 44 | |
| Consolidated<br> Statements of Changes in Shareholders’ Equity – Years Ended December 31, 2025 and 2024 | 45 | |
| Consolidated<br> Statements of Cash Flows – Years Ended December 31, 2025 and 2024 | 46 | |
| Notes<br> to Consolidated Financial Statements | 47 |
39
Report
of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of New Peoples Bankshares, Inc.
Opinionon the Financial Statements
We have audited the accompanying consolidated balance sheets of New Peoples Bankshares, Inc. and its subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows, for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Basisfor Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
CriticalAudit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
40
Allowancefor Credit Losses – Loans Collectively Evaluated for Credit Losses
Descriptionof the Matter
As further described in Note 2 (Summary of Significant Accounting Policies) and Note 8 (Allowance for Credit Losses For Loans (“ACLL”) to the consolidated financial statements, the allowance for credit losses on loans (ACLL) is a valuation allowance that represents management’s best estimate of expected credit losses on loans measured at amortized cost considering available information, from internal and external sources, relevant to assessing collectability over the loans’ contractual terms. Loans which share common risk characteristics are pooled and collectively evaluated by the Company using historical data, as well as assessments of current conditions and reasonable and supportable forecasts of future conditions. The Company’s ACLL related to collectively evaluated loans represented $7.9 million of the total recorded ACLL of $8.1 million as of December 31, 2025. The collectively evaluated ACLL consists of quantitative and qualitative components.
The quantitative component consists of loss estimates derived from a discounted cash flow model using external observations of historical loan losses adjusted for estimated prepayments and forecasts of future conditions over a reasonable and supportable period. The estimate considers large amounts of data in tabulating default, loss given default, and prepayment speeds and requires complex calculations as well as management judgment in the selection of appropriate inputs.
In addition to the quantitative component, the collectively evaluated ACLL also includes a qualitative component which aggregates management’s assessment of available information relevant to assessing collectability that is not captured in the quantitative loss estimation process. Factors considered by management in developing its qualitative estimates include: changes in general market, economic and business conditions; lending policies and procedures; experience and ability of management and staff; the nature and volume of the loan portfolio; the volume and severity of delinquencies and adversely classified loan balances; loan review system; concentrations of credit; the value of underlying collateral in determining the recorded balance of the allowance for credit losses; and legal or regulatory requirements and competition. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
Management exercised significant judgment when estimating the ACLL on collectively evaluated loans. We identified the estimation of the collectively evaluated ACLL as a critical audit matter as auditing the collectively evaluated ACLL involved especially complex and subjective auditor judgment in evaluating management’s assessment of the inherently subjective estimates.
The primary audit procedures we performed to address this critical audit matter included:
| · | Substantively<br> testing management’s process for measuring the collectively evaluated ACLL, including: |
|---|---|
| o | Evaluating<br> the conceptual soundness, assumptions, and key data inputs of the Company’s discounted<br> cashflow methodology, including the identification of loan pools, the probability of default<br> and loss given default rate inputs, and the prepayment/curtailment rate inputs for each pool. |
| --- | --- |
| o | Evaluating<br> the methodology and testing the accuracy of incorporating reasonable and supportable forecasts<br> in the collectively evaluated ACLL estimate. |
| --- | --- |
| o | Evaluating<br> the completeness and accuracy of data inputs used as a basis for the qualitative factors. |
| --- | --- |
| o | Evaluating<br> the qualitative factors for directional consistency in comparison to prior periods and for<br> reasonableness in comparison to underlying supporting data. |
| --- | --- |
| o | Testing<br> the mathematical accuracy of the ACLL for collectively evaluated loans including both the<br> discounted cashflow and qualitative factor components of the calculations. |
| --- | --- |
/s/ Yount, Hyde & Barbour, P.C.
We have served as the Company’s auditor since 2022.
149
Roanoke, Virginia
March 31, 2026
41
NEW PEOPLES BANKSHARES,
INC.
CONSOLIDATED BALANCE
SHEETS
DECEMBER 31, 2025
AND 2024
(in thousands exceptshare data)
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Cash<br> and due from banks | 13,849 | $ | 13,218 | ||
| Interest-bearing<br> deposits with banks | 63,109 | 54,300 | |||
| Federal<br> funds sold | 252 | 150 | |||
| Total<br> cash and cash equivalents | 77,210 | 67,668 | |||
| Investment<br> securities available-for-sale, at fair value | 96,433 | 95,984 | |||
| Restricted<br> stock, at cost | 2,598 | 2,720 | |||
| Loans<br> receivable | 709,587 | 657,536 | |||
| Allowance<br> for credit losses | (8,107 | ) | (7,684 | ) | |
| Net loans | 701,480 | 649,852 | |||
| Bank premises<br> and equipment, net | 16,400 | 17,070 | |||
| Other<br> real estate owned | 89 | 87 | |||
| Accrued<br> interest receivable | 3,451 | 3,458 | |||
| Deferred<br> taxes, net | 3,895 | 4,835 | |||
| Right-of-use<br> assets - operating leases | 2,998 | 3,413 | |||
| Insurance<br> benefit receivable | — | 5,417 | |||
| Other<br> assets | 5,146 | 4,421 | |||
| Total<br> assets | 909,700 | $ | 854,925 | ||
| LIABILITIES<br> AND SHAREHOLDERS' EQUITY | |||||
| Liabilities: | |||||
| Deposits: | |||||
| Noninterest-bearing<br> demand | 220,829 | $ | 224,938 | ||
| Interest-bearing<br> deposits | 577,437 | 525,044 | |||
| Total<br> deposits | 798,266 | 749,982 | |||
| Borrowed<br> funds | 18,986 | 24,986 | |||
| Lease<br> liabilities - operating leases | 2,998 | 3,413 | |||
| Accrued<br> interest payable | 1,507 | 1,442 | |||
| Accrued<br> expenses and other liabilities | 5,088 | 4,361 | |||
| Total<br> liabilities | 826,845 | 784,184 | |||
| Commitments<br> and Contingent Liabilities (Notes 20 and 22) | |||||
| Shareholders' equity: | |||||
| Common<br> stock, 2 par value: 50,000,000 shares authorized, 23,567,013 and 23,636,724 shares issued and outstanding, respectively | 47,134 | 47,273 | |||
| Additional<br> paid-in capital | 14,378 | 14,451 | |||
| Retained<br> earnings | 29,210 | 21,001 | |||
| Accumulated<br> other comprehensive loss | (7,867 | ) | (11,984 | ) | |
| Total<br> shareholders' equity | 82,855 | 70,741 | |||
| Total<br> liabilities and shareholders' equity | 909,700 | $ | 854,925 |
All values are in US Dollars.
The accompanying notes
are an integral part of these financial statements
42
NEW PEOPLES BANKSHARES,
INC.
CONSOLIDATED STATEMENTS
OF INCOME
FOR THE YEARS ENDED
DECEMBER 31, 2025 AND 2024
(in thousands exceptshare and per share data)
| 2025 | 2024 | |||
|---|---|---|---|---|
| INTEREST<br> AND DIVIDEND INCOME | ||||
| Loans,<br> including fees | $ | 42,844 | $ | 38,208 |
| Federal<br> funds sold | 12 | 6 | ||
| Interest-bearing<br> deposits with banks | 2,752 | 3,875 | ||
| Investments | 2,812 | 2,371 | ||
| Dividends<br> on equity securities (restricted) | 167 | 173 | ||
| Total<br> interest and dividend income | 48,587 | 44,633 | ||
| INTEREST<br> EXPENSE | ||||
| Deposits | 14,272 | 14,145 | ||
| Borrowed<br> funds | 1,159 | 1,967 | ||
| Total<br> interest expense | 15,431 | 16,112 | ||
| NET INTEREST<br> INCOME | 33,156 | 28,521 | ||
| PROVISION<br> FOR CREDIT LOSSES | 806 | 625 | ||
| NET<br> INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES | 32,350 | 27,896 | ||
| NONINTEREST<br> INCOME | ||||
| Service<br> charges and fees | 3,621 | 3,838 | ||
| Card processing<br> and interchange income | 3,903 | 3,702 | ||
| Insurance<br> and investment fees | 1,414 | 1,328 | ||
| Other<br> noninterest income | 972 | 2,386 | ||
| Total<br> noninterest income | 9,910 | 11,254 | ||
| NONINTEREST<br> EXPENSE | ||||
| Salaries<br> and employee benefits | 15,146 | 14,508 | ||
| Occupancy<br> and equipment expenses | 3,589 | 3,572 | ||
| Data processing<br> and telecommunications | 2,608 | 2,540 | ||
| Other<br> operating expenses | 7,772 | 8,177 | ||
| Total<br> noninterest expense | 29,115 | 28,797 | ||
| INCOME<br> BEFORE INCOME TAXES | 13,145 | 10,353 | ||
| INCOME<br> TAX EXPENSE | 3,047 | 2,149 | ||
| NET<br> INCOME | $ | 10,098 | $ | 8,204 |
| Earnings<br> per share | ||||
| Basic<br> and diluted | $ | 0.43 | $ | 0.35 |
| Average<br> weighted shares of common stock | ||||
| Basic<br> and diluted | 23,599,120 | 23,682,407 |
The accompanying notes
are an integral part of these financial statements
43
NEW
PEOPLES BANKSHARES, INC.
CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED
DECEMBER 31, 2025 AND 2024
(Dollars in thousands)
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| NET<br> INCOME | $ | 10,098 | $ | 8,204 | ||
| Other comprehensive<br> income (loss): | ||||||
| Investment<br> securities activity: | ||||||
| Unrealized<br> gains (losses) arising during the year | 5,211 | (415 | ) | |||
| Reclassification<br> adjustment for net gains included in net income | — | (4 | ) | |||
| Other<br> comprehensive gains (losses) on investment securities | 5,211 | (419 | ) | |||
| Related<br> tax (expense) benefit | (1,094 | ) | 88 | |||
| Total<br> other comprehensive income (loss) | 4,117 | (331 | ) | |||
| TOTAL<br> COMPREHENSIVE INCOME | $ | 14,215 | $ | 7,873 |
The accompanying notes
are an integral part of these financial statements.
44
NEW PEOPLES BANKSHARES,
INC.
CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED
DECEMBER 31, 2025 AND 2024
(in thousands excluding share and per share data)
| Common<br> Stock | Additional<br> Paid-in Capital | Retained<br> Earnings | Accumulated<br> Other Comprehensive Income (Loss) | Total<br> Shareholders' Equity | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2023 | 23,745,900 | $ | 47,492 | $ | 14,514 | $ | 14,458 | $ | (11,653 | ) | $ | 64,811 | |||||
| Net income | — | — | — | 8,204 | — | 8,204 | |||||||||||
| Other comprehensive loss,<br> net of tax | — | — | — | — | (331 | ) | (331 | ) | |||||||||
| Cash dividend declared (0.07<br> per share) | — | — | — | (1,661 | ) | — | (1,661 | ) | |||||||||
| Repurchase<br> of common stock | (109,176 | ) | (219 | ) | (63 | ) | — | — | (282 | ) | |||||||
| Balance at December 31, 2024 | 23,636,724 | 47,273 | 14,451 | 21,001 | (11,984 | ) | 70,741 | ||||||||||
| Net income | — | — | — | 10,098 | — | 10,098 | |||||||||||
| Other comprehensive income,<br> net of tax | — | — | — | — | 4,117 | 4,117 | |||||||||||
| Cash dividend declared (0.08<br> per share) | — | — | — | (1,889 | ) | — | (1,889 | ) | |||||||||
| Repurchase<br> of common stock | (69,711 | ) | (139 | ) | (73 | ) | — | — | (212 | ) | |||||||
| Balance at December 31,<br> 2025 | 23,567,013 | $ | 47,134 | $ | 14,378 | $ | 29,210 | $ | (7,867 | ) | $ | 82,855 |
All values are in US Dollars.
The accompanying notes
are an integral part of these financial statements.
45
NEW PEOPLES BANKSHARES,
INC.
CONSOLIDATED STATEMENTS
OF CASH FLOWS
FOR THE YEARS ENDED
DECEMBER 31, 2025 AND 2024
(Dollars in thousands)
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| CASH FLOWS<br> FROM OPERATING ACTIVITIES | ||||||
| Net income | $ | 10,098 | $ | 8,204 | ||
| Adjustments to reconcile net<br> income to net cash provided by operating activities: | ||||||
| Depreciation<br> and amortization | 1,482 | 1,572 | ||||
| Provision<br> for credit losses | 806 | 625 | ||||
| Net gain<br> on sale of available-for-sale securities | — | (4 | ) | |||
| Income<br> on bank owned life insurance | — | (73 | ) | |||
| Gain on<br> sale of mortgage loans | (26 | ) | (9 | ) | ||
| Gain on<br> sale or disposal of premises and equipment | (2 | ) | (21 | ) | ||
| Gain on<br> sale of other real estate owned | (6 | ) | (74 | ) | ||
| Loss on<br> settlement of bank owned life insurance | — | 49 | ||||
| Income<br> on bank owned life insurance death benefit | — | (1,565 | ) | |||
| Loans<br> originated for sale | (1,115 | ) | (329 | ) | ||
| Proceeds<br> from sales of loans originated for sale | 1,141 | 338 | ||||
| Net amortization/accretion<br> of bond premiums/discounts | 70 | 189 | ||||
| Deferred<br> tax benefit | (155 | ) | (286 | ) | ||
| Net change<br> in: | ||||||
| Accrued<br> interest receivable | 7 | (429 | ) | |||
| Other<br> assets | (307 | ) | (91 | ) | ||
| Accrued<br> interest payable | 65 | (5 | ) | |||
| Accrued<br> expenses and other liabilities | 246 | 253 | ||||
| Net<br> cash provided by operating activities | 12,304 | 8,344 | ||||
| CASH FLOWS<br> FROM INVESTING ACTIVITIES | ||||||
| Net increase<br> in loans | (52,413 | ) | (20,833 | ) | ||
| Purchase<br> of securities available-for-sale | (9,271 | ) | (23,336 | ) | ||
| Proceeds<br> from repayments and maturities of securities available-for-sale | 13,963 | 14,419 | ||||
| Proceeds<br> from sales of securities available-for-sale | — | 2,134 | ||||
| Redemption<br> (purchase) of equity securities (restricted) | 122 | (38 | ) | |||
| Purchases<br> of premises, equipment and software | (815 | ) | (1,792 | ) | ||
| Proceeds<br> from sales of premises and equipment | 2 | 1,186 | ||||
| Proceeds<br> from sales of other real estate owned | 50 | 1,474 | ||||
| Proceeds<br> from settlement of bank owned life insurance | 5,417 | 761 | ||||
| Net<br> cash used in investing activities | (42,945 | ) | (26,025 | ) | ||
| CASH FLOWS<br> FROM FINANCING ACTIVITIES | ||||||
| Net change<br> in short-term borrowings | — | (10,000 | ) | |||
| Net change<br> in long-term debt | (6,000 | ) | (1,200 | ) | ||
| Net change<br> in noninterest-bearing deposits | (4,109 | ) | (8,940 | ) | ||
| Net change<br> in interest-bearing deposits | 52,393 | 42,455 | ||||
| Dividends<br> paid | (1,889 | ) | (1,661 | ) | ||
| Repurchase<br> of common stock | (212 | ) | (282 | ) | ||
| Net<br> cash provided by financing activities | 40,183 | 20,372 | ||||
| Net increase<br> in cash and cash equivalents | 9,542 | 2,691 | ||||
| Cash<br> and and cash equivalents, beginning of the year | 67,668 | 64,977 | ||||
| Cash<br> and cash equivalents, end of the year | $ | 77,210 | $ | 67,668 | ||
| Supplemental disclosure of<br> cash paid during the period for: | ||||||
| Interest | $ | 15,366 | $ | 16,117 | ||
| Taxes | 2,680 | 2,419 | ||||
| Supplemental disclosure of<br> non-cash investing and financing activities: | ||||||
| Real estate<br> acquired in satisfaction of mortgage loans | 46 | 1,330 | ||||
| Cash surrender<br> value of bank owned life insurance transferred to benefit receivable | — | 3,852 | ||||
| Change<br> in unrealized losses on securities available-for-sale | (5,211 | ) | (419 | ) |
The accompanying notes
are an integral part of these financial statements.
46
NEW PEOPLES BANKSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 1 NATURE
OF OPERATIONS
Natureof Operations – New Peoples Bankshares, Inc. (“New Peoples”) is a financial holding company whose principal activity is the ownership and management of a community bank, New Peoples Bank, Inc. (the “Bank”). New Peoples and the Bank are each organized and incorporated under the laws of the Commonwealth of Virginia. As a state-chartered member bank, the Bank is subject to regulation by the Virginia Bureau of Financial Institutions, the Federal Deposit Insurance Corporation, and the Board of Governors of the Federal Reserve System. The Bank provides general banking services to individuals, small and medium size businesses and the professional community of southwest Virginia, southern West Virginia, northeastern Tennessee, and western North Carolina. These services include commercial and consumer loans along with traditional deposit products such as checking and savings accounts.
NOTE 2 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentationand Consolidation – The consolidated financial statements include New Peoples, the Bank, NPB Insurance Services, Inc., and NPB Web Services, Inc. (hereinafter, collectively referred to as the Company, we, us, or our). All significant intercompany balances and transactions have been eliminated. In accordance with Accounting Standards Codification (“ASC”) 942, Financial Services – Depository and Lending, NPB Capital Trust I and 2 are not included in the consolidated financial statements.
Segment Reporting – The Company's revenue is primarily derived from the business of banking. The Company's financial performance is monitored on a consolidated basis by the Chief Executive Officer, who is designated the chief operating decision maker (“CODM”), based upon information provided about the Company’s products and services offered. The segments are also distinguished by the level of information provided to the CODM, who uses such information to review the performance of various components of the business, which are then aggregated if operating performance of product and customers are similar. The CODM evaluates the financial performance of the Company’s business components such as revenue streams, significant expenses, and budget to actual results in assessing the Company’s segments and in determination of allocated resources. The presentation of financial performance to the CODM is consistent with amounts and financial statement lines items shown in the Company's consolidated balance sheets and consolidated statements of income. Additionally, the Company's significant expenses are adequately segmented by category and amount in the consolidated statements of income to include all significant items when considering both qualitative and quantitative factors. Significant expenses of the Company include salaries and employee benefits, occupancy expense, equipment expense, data processing fees, and legal and professional expenses. All of the Company's financial results are similar and considered by management to be aggregated into one reportable operating segment. While the Company has assigned certain management responsibilities by region and business-line, the Company's CODM evaluates financial performance on a Company-wide basis. The majority of the Company's revenue is from the business of banking and the Company's assigned regions have similar economic characteristics, products, services, and customers. Accordingly, all of the Company's operations are considered by management to be aggregated in one reportable operating segment.
Accounting StandardsAdopted in 2025 – 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. ASU 2023-09 was effective for the Company on January 1, 2025. The adoption of this standard had no material impact on the consolidated financial statements.
47
In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. ASU 2022-03 was effective for the Company on January 1, 2025. The adoption of this standard had no material impact on the consolidated financial statements.
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The determination of the adequacy of the allowance for credit losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions.
Cash and CashEquivalents – Cash and cash equivalents as used in the cash flow statements include cash and due from banks, interest-bearing deposits with banks, federal funds sold and investment securities when purchased within three months of maturity.
Investment Securities – Management determines the appropriate classification of securities at the time of purchase. If management has the intent and the Company has the ability at the time of purchase to hold securities until maturity, they are classified as held to maturity and carried at amortized historical cost. Securities not intended to be held to maturity are classified as available-for-sale and carried at fair value. Securities available-for-sale are intended to be used as part of the Company’s asset and liability management strategy and may be sold in response to changes in interest rates, prepayment risk, or other similar factors.
The amortization of premiums and accretion of discounts are recognized in interest income using the effective interest method over the period to maturity for discounts and the earlier of call date or maturity for premiums. Realized gains and losses on dispositions are based on the net proceeds and the adjusted book value of the securities sold, using the specific identification method. Realized gains (losses) on securities available-for-sale are included in noninterest income and, when applicable, are reported as a reclassification adjustment, net of tax, in other comprehensive income (loss). Unrealized gains and losses on investment securities available for sale are based on the difference between book value and fair value of each security. These gains and losses are credited or charged to other comprehensive income (loss), net of tax, whereas realized gains and losses flow through the statements of income.
Allowance forCredit Losses – Available-for-Sale Securities – For available-for-sale securities, management evaluates all investments in an unrealized loss position on a quarterly basis, and more frequently when economic or market conditions warrant such evaluation. If the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security, the security is written down to fair value and the entire loss is recorded in earnings.
If either of the above criteria is not met, the Company evaluates whether the decline in fair value is the result of credit losses or other factors. In making the assessment, the Company may consider various factors including the extent to which fair value is less than amortized cost, performance on any underlying collateral, downgrades in the ratings of the security by a rating agency, the failure of the issuer to make scheduled interest or principal payments and adverse conditions specifically related to the security. If the assessment indicates that a credit loss exists, the present value of cash flows expected to be collected are compared to the amortized cost basis of the security and any excess is recorded as an allowance for credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any unrealized loss that has not been recorded through an allowance for credit losses is recognized in other comprehensive income (loss).
Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit losses expense. Losses are charged against the allowance for credit losses when management believes an available-for-sale security is confirmed to be uncollectible or when either of the criteria regarding intent or requirement to sell is met. As of December 31, 2025, there was no allowance for credit losses related to the available-for-sale portfolio.
Loans held forsale – Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance through earnings. Mortgage loans held for sale are generally sold with servicing released. Gains and losses on sales of mortgages are based on the difference between the selling price and the carrying value of the related loan sold.
48
Loans – Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts and deferred fees and costs. Accrued interest receivable related to loans totaled $3.5 million as of December 31, 2025 and was reported in accrued interest receivable on the consolidated balance sheets. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using methods that approximate a level yield without anticipating prepayments.
The accrual of interest is generally discontinued when a loan becomes 90 days past due and is not well collateralized and in the process of collection, or when management believes, after considering economic and business conditions and collection efforts, that the principal or interest will not be collectible in the normal course of business. Past due status is based on contractual terms of the loan. A loan is considered to be past due when a scheduled payment has not been received 30 days after the contractual due date.
All accrued interest is reversed against interest income when a loan is placed on nonaccrual status. Interest received on such loans is accounted for using the cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, there is a sustained period of repayment performance, and future payments are reasonably assured.
Significant GroupConcentrations of Credit Risk – The Company identifies a concentration as any obligation, direct or indirect, of the same or affiliated interests which represent 25% or more of the Company’s capital structure, or $20.7 million as of December 31, 2025. Most of the Company’s activities are with customers located within southwest Virginia, southern West Virginia, northeastern Tennessee, and western North Carolina. Certain concentrations may pose credit risk. The Company does not have any significant concentrations to any one industry or customer.
Allowance forCredit Losses – Loans – The allowance for credit losses is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Accrued interest receivable is excluded from the estimate of credit losses.
The allowance for credit losses represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The allowance for credit losses is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.
The Company primarily utilizes the cohort and the probability of default/loss given default methodologies for its reasonable and supportable forecasting of current expected credit losses. To further adjust the allowance for credit losses for expected losses not already included within the quantitative component of the calculation, the Company may consider qualitative adjustment factors such as changes to lending policies and procedures; national and local economic conditions; the experience and ability of management and staff; the volume and severity of past due, rated and nonaccrual assets; loan review system; collateral values; concentrations of credit; the impact of legal or regulatory requirements; and competition.
The Company measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. The Company has identified the following portfolio segments and calculates the allowance for credit losses for each using a discounted cash flow methodology:
| • | Commercial Real Estate Loans. We originate loans to qualified businesses and individuals in<br> our market area for the purchase, construction or refinancing of commercial real estate.<br> These loans consist of owner occupied, non-owner occupied and multi-family transactions.<br> Owner occupied real estate properties primarily include retail buildings, medical buildings,<br> and industrial/warehouse space. Owner-occupied loans are typically repaid first by the<br> cash flows generated by the borrower’s business operations. The primary risk characteristics<br> are specific to the underlying business and its ability to generate sustainable profitability<br> and positive cash flow. Non-owner occupied commercial real estate properties primarily<br> include retail buildings, hotels, office/medical buildings, and industrial/warehouse<br> space. Increases in vacancy rates, interest rates or other changes in general economic<br> conditions can have an impact on the borrower and their ability to repay the loan. Non-owner<br> occupied commercial real estate loans are generally considered to have a higher degree<br> of credit risk as they may be dependent on the ongoing success and operating viability<br> of a fewer number of tenants who are occupying the property and who may have a greater<br> degree of exposure to economic conditions. Multifamily loans are expected to be repaid<br> from the cash flows of the underlying property so the collective amount of rents must<br> be sufficient to cover all operating expenses, property management and maintenance, taxes,<br> and debt service. Increases in vacancy rates, interest rates or other changes in general<br> economic conditions can have an impact on the borrower and their ability to repay the<br> loan. Construction loans include not only construction of new structures, but also additions<br> or alterations to existing structures. Construction loans are generally secured by real<br> estate. The primary risk characteristics are specific to the uncertainty on whether the<br> construction will be completed according to the specifications and schedules. Factors<br> that may influence the completion of construction may be customer specific, such as the<br> quality and depth of property management, or related to changes in general economic conditions. |
|---|
49
| • | Commercial Loans. We make commercial loans to qualified businesses in our market area. Our commercial<br> lending consists primarily of commercial and industrial loans to finance accounts receivable,<br> inventory, property, plant, and equipment. Commercial business loans generally have a<br> higher degree of risk than residential mortgage loans but have commensurately higher<br> yields. Residential mortgage loans are generally made on the basis of the borrower’s<br> ability to make repayment from employment and other income and are secured by real estate<br> whose value tends to be easily ascertainable. In contrast, commercial business loans<br> typically are made on the basis of the borrower’s ability to make repayment from<br> cash flow from its business and are secured by business assets, such as commercial real<br> estate, accounts receivable, equipment and inventory. As a result, the availability of<br> funds for the repayment of commercial business loans may be substantially dependent on<br> the success of the business itself. Further, the collateral for commercial business loans<br> may depreciate over time and cannot be appraised with as much precision as residential<br> real estate. To manage these risks, our underwriting guidelines generally require us<br> to secure commercial loans with both the assets of the borrowing business and other additional<br> collateral and guarantees that may be available. In addition, we actively monitor certain<br> measures of the borrower, including advance rate, cash flow, collateral value, and other<br> appropriate credit factors. |
|---|---|
| • | Residential Mortgage Loans. Our residential mortgage loans consist of residential first and second<br> mortgage loans, residential construction loans, home equity lines of credit and term<br> loans secured by first and second mortgages on the residences of borrowers for home improvements,<br> education, and other personal expenditures. We make mortgage loans with a variety of<br> terms, including fixed and floating or variable rates and a variety of maturities. Under<br> our underwriting guidelines, residential mortgage loans are generally made on the basis<br> of the borrower’s ability to make repayment from employment and other income and<br> are secured by real estate whose value tends to be easily ascertainable. These loans<br> are made consistent with our appraisal policies and real estate lending policies, which<br> detail maximum loan-to-value ratios and maturities. |
| --- | --- |
| • | Construction Loans. Construction lending entails significant additional risks compared to residential<br> mortgage lending. Construction loans often involve larger loan balances concentrated<br> with single borrowers or groups of related borrowers. Construction loans also involve<br> additional risks attributable to the fact that loan funds are advanced upon the security<br> of property under construction, which is of uncertain value prior to the completion of<br> construction. Thus, it is more difficult to evaluate the total loan funds required to<br> complete a project and related loan-to-value ratios accurately. To minimize the risks<br> associated with construction lending, loan-to-value limitations for residential, multi-family<br> and non-residential construction loans are in place. These are in addition to the usual<br> credit analyses of borrowers. Management feels that the loan-to-value ratios help to<br> minimize the risk of loss and to compensate for normal fluctuations in the real estate<br> market. Maturities for construction loans generally range from 4 to 12 months for residential<br> property and from 6 to 18 months for non-residential and multi-family properties. |
| --- | --- |
| • | Consumer Loans. Our consumer loans consist primarily of installment loans to individuals for<br> personal, family and household purposes. The specific types of consumer loans that we<br> make include home improvement loans, debt consolidation loans, and general consumer lending.<br> Consumer loans entail greater risk than residential mortgage loans, particularly in the<br> case of consumer loans that are unsecured, such as lines of credit, or secured by rapidly<br> depreciating assets such as automobiles. In such cases, any repossessed collateral for<br> a defaulted consumer loan may not provide an adequate source of repayment of the outstanding<br> loan balance due to the greater likelihood of damage, loss, or depreciation. The remaining<br> deficiency often does not warrant further substantial collection efforts against the<br> borrower. In addition, consumer loan collections are dependent on the borrower’s<br> continuing financial stability and thus are more likely to be adversely affected by job<br> loss, divorce, illness, or personal bankruptcy. Furthermore, the application of various<br> federal and state laws, including federal and state bankruptcy and insolvency laws, may<br> limit the amount which can be recovered on such loans. A borrower may also be able to<br> assert against the Bank as an assignee any claims and defenses that it has against the<br> seller of the underlying collateral. |
| --- | --- |
50
Loans that do not
share risk characteristics are evaluated on an individual basis. The Company designates loan relationships of $250,000 or more that have been determined to meet the regulatory definitions of “special mention” or “classified” (together known as “criticized”) as individually evaluated. The fair value of individually evaluated loans is measured using the fair value of collateral (“collateral method”) or the DCF method.
| • | The<br> collateral method is applied to individually evaluated loans for which foreclosure is probable.<br> The collateral method is also applied to individually evaluated loans when borrowers are<br> experiencing financial difficulty and repayment is expected to be provided substantially<br> through the operation or sale of the collateral (“collateral dependent”). The<br> allowance for credit losses is measured based on the difference between the fair value of<br> the collateral and the amortized cost basis of the loan as of the measurement date. When<br> repayment is expected to be from the operation of the collateral, the allowance for credit<br> losses is calculated as the amount by which the amortized cost basis of the loan exceeds<br> the present value of expected cash flows from the operation of the collateral. When repayment<br> is expected to be from the sale of the collateral, the allowance for credit losses is calculated<br> as the amount by which the loan’s amortized cost basis exceeds the fair value of the<br> underlying collateral less estimated cost to sell. The allowance for credit losses may be<br> zero if the fair value of the collateral at the measurement date exceeds the amortized cost<br> basis of the loan. |
|---|---|
| • | The<br> DCF method is applied to individually evaluated loans that do not meet the criteria for collateral<br> method measurement. Cash flows are projected and discounted using the same method as for<br> collectively evaluated loans, and the Company considers default and prepayment assumptions. |
| --- | --- |
Allowance forCredit Losses – Unfunded Commitments – Financial instruments include off-balance sheet credit instruments such as commitments to make loans and commercial letters of credit issued to meet customer financing needs. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.
The Company records an allowance for credit losses on off-balance sheet credit exposures, excluding unconditionally cancelable commitments, through a charge to the provision for credit losses in the Company’s consolidated statements of income. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur as well as any third-party guarantees. The allowance for unfunded commitments is included in other liabilities on the Company’s consolidated balance sheets.
Bank Premisesand Equipment – Land, buildings and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives:
| Schedule<br> of estimated useful lives | |
|---|---|
| Type | Estimated<br> useful life |
| Buildings | 39<br> – 40 years |
| Paving<br> and landscaping | 15<br> years |
| Computer<br> equipment and software | 3<br> to 5 years |
| Vehicles | 5<br> years |
| Furniture<br> and other equipment | 5<br> to 10 years |
Leasehold improvements are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. Repairs and maintenance costs are recorded as a component of noninterest expense as incurred.
Other Real EstateOwned (“OREO”) – OREO includes properties acquired through foreclosure or deeds taken in lieu of foreclosure, as well as closed branch sites with no intended future use and an expected long-term disposal period. At the time of acquisition, these properties are recorded at fair value less estimated costs to sell. Expenses incurred in connection with operating these properties and subsequent write-downs, if any, are charged to operations. Subsequent to foreclosure, management periodically considers the adequacy of the reserve for losses on the property. Gains and losses on the sales of these properties are credited or charged to income in the year of the sale.
51
Leases – A right-of-use asset and related lease liability is recognized for operating leases the Bank has entered into for certain office facilities. Most leases include one or more options to renew. The exercise of lease renewal options is typically at the sole discretion of management. If it is determined that it is reasonably certain that the Bank will exercise renewal options, the additional term is included in the calculation of the lease liability. As most of our leases do not provide an implicit rate, we use the fully collateralized Federal Home Loan Bank of Atlanta (“FHLB”) borrowing rate, commensurate with the lease terms at the lease commencement date, in determining the present value of the lease payments.
Income Taxes – Deferred tax assets or liabilities are computed based upon the difference between financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. The Company provides a valuation allowance on its net deferred tax assets where it is more likely than not such assets will not be realized. As of December 31, 2025 and 2024, the Company had no valuation allowance on its net deferred tax assets.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. See Note 11, Income Taxes, for additional information. The Company records any penalties and interest attributed to uncertain tax positions as a component of income tax expenses.
Income Per Share – Basic income per share computations are based on the weighted average number of shares outstanding during each period. Dilutive earnings per share reflect the additional common shares that would have been outstanding if dilutive potential common shares had been issued.
Financial Instruments– Off-balance-sheet instruments - In the ordinary course of business, the Company has entered into commitments to extend credit. Such financial instruments are recorded in the financial statements when they are funded.
Financial Instruments– Fair Value – Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully discussed in Note 24. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risks, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or market conditions could significantly affect these estimates.
ComprehensiveIncome – GAAP requires that recognized revenue, expenses, gains, and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income. The change in unrealized gains and losses on available-for-sale securities is the Company’s only component of other comprehensive income.
Revenue from Contractswith Customers – The Company generally satisfies its performance obligations fully on its contracts with customers as services are rendered; and the transaction prices are typically fixed, charged either on a periodic basis or based on activity.
Advertising Cost – Advertising costs are expensed in the period incurred. These costs, which are included in Advertising, sponsorships, and donations in Note 26 totaled approximately $286,000 and $240,000, for the years ended December 31, 2025 and 2024, respectively.
Reclassification – Certain amounts in the prior years’ financial statements may have been reclassified to conform to the current year’s presentation. Certain investment securities were reclassified to collateralized mortgage obligations with guarantees to better align the investment securities by cash flow attributes. The reclassifications had no effect on our results of operations or financial condition as previously reported.
Subsequent Events – The Company has evaluated subsequent events for potential recognition and/or disclosure through the date these consolidated financial statements were issued. See Note 27 Subsequent Events for additional information.
52
NOTE 3 RECENT
ACCOUNTING DEVELOPMENTS
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures(Subtopic 220-40), further clarified by ASU No 2025-01. ASU 2024-03 requires public companies to disclose specific information about certain 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. This guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company does not expect these amendments to have a material effect on its consolidated financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
NOTE 4 INCOME
PER SHARE
Basic income per share computations are based on the weighted average number of shares outstanding during each year. Dilutive earnings per share reflect the additional common shares that would have been outstanding if dilutive potential common shares had been issued. For the years ended December 31, 2025 and 2024, there were no dilutive potential common shares.
Basic and diluted net income per common share calculations follows:
| Schedule of basic and<br> diluted net loss per common share calculations | ||||
|---|---|---|---|---|
| (Amounts in thousands, except share and per share data) | For the year ended | |||
| December 31, | ||||
| 2025 | 2024 | |||
| Net<br> income | $ | 10,098 | $ | 8,204 |
| Weighted<br> average shares outstanding | 23,599,120 | 23,682,407 | ||
| Weighted<br> average dilutive shares outstanding | 23,599,120 | 23,682,407 | ||
| Basic<br> and diluted income per share | $ | 0.43 | $ | 0.35 |
NOTE 5 DEPOSITS
IN AND FEDERAL FUNDS SOLD TO BANKS
The Bank had federal
funds sold and interest-bearing cash on deposit with the Federal Reserve Bank of Richmond (“Federal Reserve Bank”) and other commercial banks amounting to $63.4 million and $54.5 million as of December 31, 2025 and 2024, respectively. Deposit amounts at other commercial banks may, at times, exceed federally insured limits.
The Bank has a total
of $30.0 million in unsecured fed funds lines of credit facilities from three correspondent banks that were available as of December 31, 2025 and 2024, respectively. Of these total commitments, all were available as of December 31, 2025 and 2024. The Bank must maintain a $250,000 minimum deposit balance with one correspondent bank as a condition of a $5.0 million fed funds line of credit. As of December 31, 2025 and 2024, the Bank was in compliance with this requirement.
53
NOTE 6 INVESTMENT
SECURITIES
The amortized cost and estimated fair value of securities (all available-for-sale) as of December 31, 2025 and 2024 are as follows:
| Schedule of securities amortized cost and estimated fair value | ||||||||
|---|---|---|---|---|---|---|---|---|
| December<br> 31, 2025 | ||||||||
| Amortized<br> Cost | Gross<br> Unrealized Gains | Gross<br> Unrealized Losses | Estimated<br> Fair Value | |||||
| (Dollars<br> in thousands) | ||||||||
| U.S. Treasuries | $ | 5,597 | $ | 16 | $ | 153 | $ | 5,460 |
| U. S. Government agencies | 9,482 | 49 | 372 | 9,159 | ||||
| Corporate bonds | 2,500 | 6 | 127 | 2,379 | ||||
| Municipal securities | 24,217 | 4 | 4,224 | 19,997 | ||||
| Mortgage-backed securities | 50,742 | 134 | 4,797 | 46,079 | ||||
| Collateralized<br> mortgage obligations - guaranteed | 13,854 | 70 | 565 | 13,359 | ||||
| $ | 106,392 | $ | 279 | $ | 10,238 | $ | 96,433 | |
| December<br> 31, 2024 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Amortized<br> Cost | Gross<br> Unrealized Gains | Gross<br> Unrealized Losses | Estimated<br> Fair Value | |||||
| (Dollars<br> in thousands) | ||||||||
| U.S. Treasuries | $ | 8,370 | $ | — | $ | 409 | $ | 7,961 |
| U. S. Government agencies | 9,380 | 11 | 586 | 8,805 | ||||
| Corporate bonds | 2,499 | — | 246 | 2,253 | ||||
| Municipal securities | 23,940 | — | 5,416 | 18,524 | ||||
| Mortgage-backed securities | 55,653 | — | 7,518 | 48,135 | ||||
| Collateralized<br> mortgage obligations - guaranteed | 11,312 | 11 | 1,017 | 10,306 | ||||
| $ | 111,154 | $ | 22 | $ | 15,192 | $ | 95,984 |
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The following table details unrealized losses and related fair values in the available-for-sale portfolio. This information is aggregated by the length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2025 and 2024.
| Schedule of fair value and gross unrealized losses on investment securities | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December<br> 31, 2025 | ||||||||||||
| Less<br> Than 12 Months | More<br> Than 12 Months | Total | ||||||||||
| Fair<br> Value | Unrealized<br> Losses | Fair<br> Value | Unrealized<br> Losses | Fair<br> Value | Unrealized<br> Losses | |||||||
| (Dollars<br> in thousands) | ||||||||||||
| U.S. Treasuries | $ | — | $ | — | $ | 4,444 | $ | 153 | $ | 4,444 | $ | 153 |
| U. S. Government agencies | 814 | 1 | 4,469 | 371 | 5,283 | 372 | ||||||
| Corporate bonds | — | — | 1,873 | 127 | 1,873 | 127 | ||||||
| Municipal securities | 946 | 110 | 18,036 | 4,114 | 18,982 | 4,224 | ||||||
| Mortgage-backed securities | 744 | 5 | 37,156 | 4,792 | 37,900 | 4,797 | ||||||
| Collateralized<br> mortgage obligations - guaranteed | 3,076 | 5 | 3,699 | 560 | 6,775 | 565 | ||||||
| $ | 5,580 | $ | 121 | $ | 69,677 | $ | 10,117 | $ | 75,257 | $ | 10,238 | |
| December<br> 31, 2024 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Less<br> Than 12 Months | More<br> Than 12 Months | Total | ||||||||||
| Fair<br> Value | Unrealized<br> Losses | Fair<br> Value | Unrealized<br> Losses | Fair<br> Value | Unrealized<br> Losses | |||||||
| (Dollars<br> in thousands) | ||||||||||||
| U.S. Treasuries | $ | 980 | $ | 20 | $ | 6,981 | $ | 389 | $ | 7,961 | $ | 409 |
| U. S. Government agencies | 2,221 | 38 | 6,026 | 548 | 8,247 | 586 | ||||||
| Corporate bonds | 499 | 1 | 1,755 | 245 | 2,254 | 246 | ||||||
| Municipal securities | 1,559 | 212 | 16,965 | 5,204 | 18,524 | 5,416 | ||||||
| Mortgage-backed securities | 9,388 | 190 | 38,747 | 7,328 | 48,135 | 7,518 | ||||||
| Collateralized<br> mortgage obligations - guaranteed | 5,594 | 121 | 3,271 | 896 | 8,865 | 1,017 | ||||||
| $ | 20,241 | $ | 582 | $ | 73,745 | $ | 14,610 | $ | 93,986 | $ | 15,192 |
As of December 31, 2025, the available-for-sale portfolio included 165 investments for which the fair market value was less than amortized cost. As of December 31, 2024, the available-for-sale portfolio included 195 investments for which the fair market value was less than amortized cost. Management believes that all unrealized losses have resulted from temporary changes in the interest rates and current market conditions and are not a result of credit deterioration. Management does not plan to sell, and it is not likely that the Bank will be required to sell any of the securities referenced in the table above before recovery of their amortized cost. None of the individual securities are past due as to principal or interest payments and a number of these securities have explicit or implicit payment guarantees. The remaining securities have credit ratings at or above that necessary to be considered “bank qualified.”
Investment securities
with a carrying value of $32.5 million and $35.2 million as of December 31, 2025 and 2024, respectively, were pledged to secure public deposits and for other purposes required or permitted by law.
The following table presents the gross proceeds, gross gains and gross losses, and the tax provision resulting from sales of securities for the years ended December 31, 2025 and December 31, 2024.
| Schedule of gross proceeds, gross gains and gross losses, and the tax provision | |||||
|---|---|---|---|---|---|
| (Dollars in thousands) | 2025 | 2024 | |||
| Proceeds | $ | — | $ | 2,134 | |
| Gains | — | 43 | |||
| Losses | — | (39 | ) | ||
| Tax provision | — | 1 |
The amortized cost and fair value of investment securities as of December 31, 2025, by contractual maturity, are shown in the following schedule. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Also, actual maturities may differ from scheduled maturities on amortizing securities, such as mortgage-backed securities and collateralized mortgage obligations, because the underlying collateral on these types of securities may be repaid prior to the scheduled maturity date.
55
| Schedule<br>of amortized cost and fair value of investment securities contractual maturity | ||||||
|---|---|---|---|---|---|---|
| Weighted | ||||||
| (Dollars<br> in thousands) | Amortized | Fair | Average | |||
| Securities<br> Available for Sale | Cost | Value | Yield | |||
| Due<br> in one year or less | $ | 3,944 | $ | 3,881 | 1.28% | |
| Due<br> after one year through five years | 11,425 | 11,174 | 3.32% | |||
| Due<br> after five years through ten years | 23,275 | 22,349 | 3.42% | |||
| Due<br> after ten years | 67,748 | 59,029 | 2.35% | |||
| Total | $ | 106,392 | $ | 96,433 | 2.65% |
The Bank, as a member
of the Federal Reserve Bank and the FHLB, is required to hold stock in each. The Bank also owns stock in CBB Financial Corp., which is a correspondent of the Bank. These equity securities are restricted from trading and are recorded at a cost of $2.6 million and $2.7 million as of December 31, 2025 and 2024, respectively. The stock has no quoted market value and no ready market exists.
NOTE 7 LOANS
Loans receivable outstanding as of December 31, 2025 and 2024 are summarized as follows:
| Schedule of loans receivable outstanding | ||||
|---|---|---|---|---|
| December 31, | ||||
| (Dollars in thousands) | 2025 | 2024 | ||
| Real<br> estate secured: | ||||
| Commercial | $ | 255,707 | $ | 243,646 |
| Construction<br> and land development | 42,826 | 36,112 | ||
| Residential<br> 1-4 family | 252,624 | 234,860 | ||
| Multifamily | 45,964 | 32,379 | ||
| Farmland | 23,385 | 16,921 | ||
| Total<br> real estate loans | 620,506 | 563,918 | ||
| Commercial | 53,175 | 60,587 | ||
| Agriculture | 4,384 | 4,025 | ||
| Consumer<br> installment loans and all other loans | 31,522 | 29,006 | ||
| Total<br> loans | $ | 709,587 | $ | 657,536 |
Included in total
loans above are deferred loan fees of $2.2 million and $2.0 million and deferred loan costs of $2.1 million and $1.9 million, as of December 31, 2025 and 2024, respectively. Income from net deferred fees and costs is recognized over the lives of the respective loans as a yield adjustment. If loans repay prior to scheduled maturities any unamortized fee or cost is recognized at that time.
Loans receivable on nonaccrual status as of December 31, 2025 and 2024 are summarized as follows:
| Schedule of loans receivable nonaccrual status | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December<br> 31, 2025 | December<br> 31, 2024 | |||||||||||
| With<br> No Allowance | With<br> an Allowance | Total | With<br> No Allowance | With<br> an Allowance | Total | |||||||
| (Dollars<br> in thousands) | ||||||||||||
| Real estate secured: | ||||||||||||
| Commercial | $ | — | $ | 415 | $ | 415 | $ | 411 | $ | — | $ | 411 |
| Construction<br> and land development | — | 23 | 23 | 300 | — | 300 | ||||||
| Residential<br> 1-4 family | 960 | 1,323 | 2,283 | 2,232 | 178 | 2,410 | ||||||
| Multifamily | — | — | — | — | — | — | ||||||
| Farmland | — | 16 | 16 | — | — | — | ||||||
| Total<br> real estate loans | 960 | 1,777 | 2,737 | 2,943 | 178 | 3,121 | ||||||
| Commercial | — | 25 | 25 | 66 | — | 66 | ||||||
| Agriculture | 446 | 305 | 751 | 16 | — | 16 | ||||||
| Consumer<br> installment loans and other loans | — | 85 | 85 | 56 | 14 | 70 | ||||||
| Total<br> loans receivable on nonaccrual status | $ | 1,406 | $ | 2,192 | $ | 3,598 | $ | 3,081 | $ | 192 | $ | 3,273 |
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Total interest income not recognized on nonaccrual loans for 2025 and 2024 was approximately $49,000 for both years.
The Company evaluates loans that do not share risk characteristics on an individual basis utilizing the collateral or discounted cash flow methods as described in Note 2 Summary of Significant Accounting Policies. The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related allowance for credit losses allocated to those loans as December 31, 2025 and 2024:
| Schedule of related allowance for credit losses | ||||||||
|---|---|---|---|---|---|---|---|---|
| December<br> 31, 2025 | December<br> 31, 2024 | |||||||
| Amortized<br> Cost | Related<br> Allowance | Amortized<br> Cost | Related<br> Allowance | |||||
| (Dollars in thousands) | ||||||||
| Real<br> estate secured: | ||||||||
| Commercial | $ | 408 | $ | 108 | $ | 396 | $ | — |
| Construction<br> and land development | — | — | 300 | — | ||||
| Residential<br> 1-4 family | 998 | 39 | 1,008 | 177 | ||||
| Total<br> real estate loans | 1,406 | 147 | 1,704 | 177 | ||||
| Agriculture | 752 | 54 | — | — | ||||
| Consumer<br> installment loans and other loans | — | — | 13 | 3 | ||||
| Total | $ | 2,158 | $ | 201 | $ | 1,717 | $ | 180 |
The following tables show an age analysis of past due loans receivable as of December 31, 2025 and 2024, segregated by class:
| Schedule of analysis of past due loans receivable | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As<br> of December 31, 2025 <br>(Dollars in thousands) | Loans<br> <br>30-59 <br>Days <br>Past <br>Due | Loans<br> <br>60-89 <br>Days <br>Past <br>Due | Loans<br> <br>90 or <br>More <br>Days <br>Past <br>Due | Total<br> <br>Past <br>Due <br>Loans | Current<br> <br>Loans | Total<br> <br>Loans | ||||||
| Real<br> estate secured: | ||||||||||||
| Commercial | $ | 468 | $ | — | $ | 423 | $ | 891 | $ | 254,816 | $ | 255,707 |
| Construction<br> and land development | — | — | — | — | 42,826 | 42,826 | ||||||
| Residential<br> 1-4 family | 2,140 | 1,631 | 828 | 4,599 | 248,025 | 252,624 | ||||||
| Multifamily | — | — | — | — | 45,964 | 45,964 | ||||||
| Farmland | — | — | — | — | 23,385 | 23,385 | ||||||
| Total<br> real estate loans | 2,608 | 1,631 | 1,251 | 5,490 | 615,016 | 620,506 | ||||||
| Commercial | 203 | 26 | — | 229 | 52,946 | 53,175 | ||||||
| Agriculture | 110 | — | 802 | 912 | 3,472 | 4,384 | ||||||
| Consumer<br> installment loans and all other loans | 272 | 26 | 307 | 605 | 30,917 | 31,522 | ||||||
| Total<br> loans | $ | 3,193 | $ | 1,683 | $ | 2,360 | $ | 7,236 | $ | 702,351 | $ | 709,587 |
57
| As of December 31, 2024 <br>(Dollars in thousands) | Loans<br> <br>30-59 <br>Days <br>Past <br>Due | Loans<br> <br>60-89 <br>Days <br>Past <br>Due | Loans<br> <br>90 or <br>More <br>Days <br>Past <br>Due | Total<br> <br>Past <br>Due <br>Loans | Current<br> <br>Loans | Total<br> <br>Loans | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Real<br> estate secured: | ||||||||||||
| Commercial | $ | — | $ | 255 | $ | 156 | $ | 411 | $ | 243,235 | $ | 243,646 |
| Construction<br> and land development | 3 | 333 | — | 336 | 35,776 | 36,112 | ||||||
| Residential<br> 1-4 family | 2,413 | 1,810 | 510 | 4,733 | 230,127 | 234,860 | ||||||
| Multifamily | — | — | — | — | 32,379 | 32,379 | ||||||
| Farmland | 207 | — | — | 207 | 16,714 | 16,921 | ||||||
| Total<br> real estate loans | 2,623 | 2,398 | 666 | 5,687 | 558,231 | 563,918 | ||||||
| Commercial | 166 | 77 | — | 243 | 60,344 | 60,587 | ||||||
| Agriculture | 37 | — | — | 37 | 3,988 | 4,025 | ||||||
| Consumer<br> installment loans and all other loans | 89 | 88 | 30 | 207 | 28,799 | 29,006 | ||||||
| Total<br> loans | $ | 2,915 | $ | 2,563 | $ | 696 | $ | 6,174 | $ | 651,362 | $ | 657,536 |
As of December 31, 2025, residential 1-4 family loans that were 90 or more days past due and accruing interest totaled approximately $165,000. There were no loans 90 or more days past due that were accruing interest as of December 31, 2024.
The Company categorizes loans receivable into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans and leases individually by classifying the loans receivable as to credit risk. The Company uses the following definitions for risk ratings:
Pass - Loans in this category are considered to have a low likelihood of loss based on analysis of relevant information about the ability of the borrowers to service their debt and other factors.
Special Mention
- Loans in this category are currently protected but are potentially weak, including adverse trends in borrower’s operations, credit quality, or financial strength. Those loans constitute an undue and unwarranted credit risk but not to the point of justifying a substandard classification. The credit risk may be relatively minor yet constitute an unwarranted risk in light of the circumstances. Special mention loans have potential weaknesses which may, if not checked or corrected, weaken the loan or inadequately protect the Company’s credit position at some future date.
Substandard
- A substandard loan is inadequately protected by the current sound net 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 institution will sustain some loss if the deficiencies are not corrected.
Doubtful - Loans classified Doubtful have all the weaknesses inherent in loans classified Substandard, plus 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.
58
The following tables present the credit risk grade of loans by origination year as of December 31, 2025 and 2024:
| Schedule of credit risk grade of loans | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December<br> 31, 2025 | ||||||||||||||||||||||||
| (Dollars<br> in thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving | Total | ||||||||||||||||
| Commercial<br> real estate | ||||||||||||||||||||||||
| Pass | $ | 33,892 | $ | 22,565 | $ | 43,005 | $ | 44,828 | $ | 42,021 | $ | 69,031 | $ | 358 | $ | 255,700 | ||||||||
| Substandard | — | — | — | — | — | 7 | — | 7 | ||||||||||||||||
| Total<br> commercial real estate | $ | 33,892 | $ | 22,565 | $ | 43,005 | $ | 44,828 | $ | 42,021 | $ | 69,038 | $ | 358 | $ | 255,707 | ||||||||
| Current<br> period gross charge-offs | $ | — | $ | — | $ | — | $ | (1 | ) | $ | — | $ | — | $ | — | $ | (1 | ) | ||||||
| Construction and land development | ||||||||||||||||||||||||
| Pass | $ | 12,676 | $ | 21,666 | $ | 2,448 | $ | 2,113 | $ | 2,122 | $ | 1,778 | $ | — | $ | 42,803 | ||||||||
| Substandard | — | 23 | — | — | — | — | — | 23 | ||||||||||||||||
| Total<br> construction and land development | $ | 12,676 | $ | 21,689 | $ | 2,448 | $ | 2,113 | $ | 2,122 | $ | 1,778 | $ | — | $ | 42,826 | ||||||||
| Current<br> period gross charge-offs | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||
| Residential<br> 1-4 family | ||||||||||||||||||||||||
| Pass | $ | 35,441 | $ | 18,703 | $ | 24,178 | $ | 24,318 | $ | 35,543 | $ | 76,674 | $ | 34,842 | $ | 249,699 | ||||||||
| SpecialMention | — | — | — | — | — | 476 | — | 476 | ||||||||||||||||
| Substandard | — | 104 | 197 | 50 | — | 2,020 | 78 | 2,449 | ||||||||||||||||
| Total<br> residential 1-4 family | $ | 35,441 | $ | 18,807 | $ | 24,375 | $ | 24,368 | $ | 35,543 | $ | 79,170 | $ | 34,920 | $ | 252,624 | ||||||||
| Current<br> period gross charge-offs | $ | — | $ | — | $ | (138 | ) | $ | — | $ | — | $ | (1 | ) | $ | — | $ | (139 | ) | |||||
| Multifamily | ||||||||||||||||||||||||
| Pass | $ | 17,668 | $ | 1,464 | $ | 3,197 | $ | 9,874 | $ | 6,444 | $ | 7,317 | $ | — | $ | 45,964 | ||||||||
| Total<br> multifamily | $ | 17,668 | $ | 1,464 | $ | 3,197 | $ | 9,874 | $ | 6,444 | $ | 7,317 | $ | — | $ | 45,964 | ||||||||
| Current<br> period gross charge-offs | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||
| Farmland | ||||||||||||||||||||||||
| Pass | $ | 9,005 | $ | 2,610 | $ | 1,142 | $ | 1,830 | $ | 2,641 | $ | 6,020 | $ | — | $ | 23,248 | ||||||||
| SpecialMention | — | — | — | — | — | 121 | — | 121 | ||||||||||||||||
| Substandard | — | — | — | — | — | 16 | — | 16 | ||||||||||||||||
| Total<br> farmland | $ | 9,005 | $ | 2,610 | $ | 1,142 | $ | 1,830 | $ | 2,641 | $ | 6,157 | $ | — | $ | 23,385 | ||||||||
| Current<br> period gross charge-offs | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||
| Commercial | ||||||||||||||||||||||||
| Pass | $ | 14,653 | $ | 10,852 | $ | 8,745 | $ | 2,628 | $ | 1,284 | $ | 3,106 | $ | 11,880 | $ | 53,148 | ||||||||
| SpecialMention | — | — | — | — | — | 2 | — | 2 | ||||||||||||||||
| Substandard | — | — | — | — | — | — | 25 | 25 | ||||||||||||||||
| Total<br> commercial | $ | 14,653 | $ | 10,852 | $ | 8,745 | $ | 2,628 | $ | 1,284 | $ | 3,108 | $ | 11,905 | $ | 53,175 | ||||||||
| Current<br> period gross charge-offs | $ | — | $ | (59 | ) | $ | — | $ | — | $ | (23 | ) | $ | (15 | ) | $ | — | $ | (97 | ) | ||||
| Agriculture | ||||||||||||||||||||||||
| Pass | $ | 1,437 | $ | 683 | $ | 162 | $ | 176 | $ | 104 | $ | 98 | $ | 942 | $ | 3,602 | ||||||||
| SpecialMention | — | — | — | — | — | — | 31 | 31 | ||||||||||||||||
| Substandard | — | — | — | — | — | — | — | — | ||||||||||||||||
| Doubtful | — | 305 | — | — | — | — | 446 | 751 | ||||||||||||||||
| Total<br> agriculture | $ | 1,437 | $ | 988 | $ | 162 | $ | 176 | $ | 104 | $ | 98 | $ | 1,419 | $ | 4,384 | ||||||||
| Current<br> period gross charge-offs | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (50 | ) | $ | (50 | ) | ||||||
| Consumer<br> and all other | ||||||||||||||||||||||||
| Pass | $ | 16,111 | $ | 7,607 | $ | 3,599 | $ | 1,311 | $ | 845 | $ | 1,617 | $ | 372 | $ | 31,462 | ||||||||
| Substandard | 18 | 30 | 10 | 2 | — | — | — | 60 | ||||||||||||||||
| Total<br> consumer and all other | $ | 16,129 | $ | 7,637 | $ | 3,609 | $ | 1,313 | $ | 845 | $ | 1,617 | $ | 372 | $ | 31,522 | ||||||||
| Current<br> period gross charge-offs | $ | (14 | ) | $ | (47 | ) | $ | (25 | ) | $ | (5 | ) | $ | (5 | ) | $ | (280 | ) | $ | — | $ | (376 | ) | |
| Total | $ | 140,901 | $ | 86,612 | $ | 86,683 | $ | 87,130 | $ | 91,004 | $ | 168,283 | $ | 48,974 | $ | 709,587 | ||||||||
| Total<br> current period gross charge-offs | $ | (14 | ) | $ | (106 | ) | $ | (163 | ) | $ | (6 | ) | $ | (28 | ) | $ | (296 | ) | $ | (50 | ) | $ | (663 | ) |
59
| As<br> of December 31, 2024 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars<br> in thousands) | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving | Total | ||||||||||||||||
| Commercial<br> real estate | ||||||||||||||||||||||||
| Pass | $ | 20,653 | $ | 47,052 | $ | 43,553 | $ | 46,902 | $ | 27,155 | $ | 56,369 | $ | 1,541 | $ | 243,225 | ||||||||
| Special<br> mention | — | — | — | — | — | 9 | — | 9 | ||||||||||||||||
| Substandard | — | — | 255 | 141 | — | 16 | — | 412 | ||||||||||||||||
| Total<br> commercial real estate | $ | 20,653 | $ | 47,052 | $ | 43,808 | $ | 47,043 | $ | 27,155 | $ | 56,394 | $ | 1,541 | $ | 243,646 | ||||||||
| Current<br> period gross charge-offs | $ | — | $ | — | $ | — | $ | (179 | ) | $ | — | $ | — | $ | (1 | ) | $ | (180 | ) | |||||
| Construction and Land Development | ||||||||||||||||||||||||
| Pass | $ | 17,654 | $ | 5,078 | $ | 6,240 | $ | 3,019 | $ | 1,719 | $ | 2,089 | $ | — | $ | 35,799 | ||||||||
| Special<br> mention | — | — | — | — | — | 12 | — | 12 | ||||||||||||||||
| Substandard | 301 | — | — | — | — | — | — | 301 | ||||||||||||||||
| Total<br> construction and land development | $ | 17,955 | $ | 5,078 | $ | 6,240 | $ | 3,019 | $ | 1,719 | $ | 2,101 | $ | — | $ | 36,112 | ||||||||
| Current<br> period gross charge-offs | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||
| Residential<br> 1-4 family | ||||||||||||||||||||||||
| Pass | $ | 19,094 | $ | 27,861 | $ | 29,510 | $ | 38,329 | $ | 11,265 | $ | 78,424 | $ | 26,933 | $ | 231,416 | ||||||||
| Special<br> mention | — | — | — | — | — | 319 | — | 319 | ||||||||||||||||
| Substandard | 104 | 257 | 42 | 723 | 238 | 1,647 | 114 | 3,125 | ||||||||||||||||
| Total<br> residential 1-4 family | $ | 19,198 | $ | 28,118 | $ | 29,552 | $ | 39,052 | $ | 11,503 | $ | 80,390 | $ | 27,047 | $ | 234,860 | ||||||||
| Current<br> period gross charge-offs | $ | — | $ | (38 | ) | $ | — | $ | — | $ | — | $ | (37 | ) | $ | — | $ | (75 | ) | |||||
| Multifamily | ||||||||||||||||||||||||
| Pass | $ | 1,564 | $ | 4,829 | $ | 10,313 | $ | 6,818 | $ | 2,505 | $ | 6,350 | $ | — | $ | 32,379 | ||||||||
| Special<br> mention | — | — | — | — | — | — | — | — | ||||||||||||||||
| Substandard | — | — | — | — | — | — | — | — | ||||||||||||||||
| Total<br> multifamily | $ | 1,564 | $ | 4,829 | $ | 10,313 | $ | 6,818 | $ | 2,505 | $ | 6,350 | $ | — | $ | 32,379 | ||||||||
| Current<br> period gross charge-offs | $ | — | $ | (53 | ) | $ | — | $ | — | $ | — | $ | (42 | ) | $ | — | $ | (95 | ) | |||||
| Farmland | ||||||||||||||||||||||||
| Pass | $ | 2,669 | $ | 1,333 | $ | 2,045 | $ | 2,812 | $ | 730 | $ | 7,186 | $ | — | $ | 16,775 | ||||||||
| Special<br> mention | — | — | — | — | — | 146 | — | 146 | ||||||||||||||||
| Substandard | — | — | — | — | — | — | — | — | ||||||||||||||||
| Total<br> farmland | $ | 2,669 | $ | 1,333 | $ | 2,045 | $ | 2,812 | $ | 730 | $ | 7,332 | $ | — | $ | 16,921 | ||||||||
| Current<br> period gross charge-offs | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||
| Commercial | ||||||||||||||||||||||||
| Pass | $ | 18,298 | $ | 13,490 | $ | 4,780 | $ | 2,305 | $ | 801 | $ | 2,560 | $ | 18,284 | $ | 60,518 | ||||||||
| Special<br> mention | — | — | — | — | — | 2 | — | 2 | ||||||||||||||||
| Substandard | 1 | — | — | 31 | — | — | 35 | 67 | ||||||||||||||||
| Total<br> commercial | $ | 18,299 | $ | 13,490 | $ | 4,780 | $ | 2,336 | $ | 801 | $ | 2,562 | $ | 18,319 | $ | 60,587 | ||||||||
| Current<br> period gross charge-offs | $ | — | $ | (34 | ) | $ | (55 | ) | $ | — | $ | — | $ | — | $ | (73 | ) | $ | (162 | ) | ||||
| Agriculture | ||||||||||||||||||||||||
| Pass | $ | 1,333 | $ | 322 | $ | 339 | $ | 232 | $ | 35 | $ | 195 | $ | 1,553 | $ | 4,009 | ||||||||
| Special<br> mention | — | — | — | — | — | — | — | — | ||||||||||||||||
| Substandard | — | — | — | — | — | 16 | — | 16 | ||||||||||||||||
| Total<br> agriculture | $ | 1,333 | $ | 322 | $ | 339 | $ | 232 | $ | 35 | $ | 211 | $ | 1,553 | $ | 4,025 | ||||||||
| Current<br> period gross charge-offs | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||
| Consumer<br> and All Other | ||||||||||||||||||||||||
| Pass | $ | 14,500 | $ | 7,982 | $ | 2,706 | $ | 1,276 | $ | 424 | $ | 880 | $ | 1,158 | $ | 28,926 | ||||||||
| Special<br> mention | — | — | — | — | — | — | — | — | ||||||||||||||||
| Substandard | 17 | 22 | 20 | 19 | 2 | — | — | 80 | ||||||||||||||||
| Total<br> consumer and all other | $ | 14,517 | $ | 8,004 | $ | 2,726 | $ | 1,295 | $ | 426 | $ | 880 | $ | 1,158 | $ | 29,006 | ||||||||
| Current<br> period gross charge-offs | $ | (163 | ) | $ | (62 | ) | $ | (14 | ) | $ | (7 | ) | $ | (9 | ) | $ | — | $ | (24 | ) | $ | (279 | ) | |
| Total | $ | 96,188 | $ | 108,226 | $ | 99,803 | $ | 102,607 | $ | 44,874 | $ | 156,220 | $ | 49,618 | $ | 657,536 | ||||||||
| Total<br> current period gross charge-offs | $ | (163 | ) | $ | (187 | ) | $ | (69 | ) | $ | (186 | ) | $ | (9 | ) | $ | (79 | ) | $ | (98 | ) | $ | (791 | ) |
60
NOTE 8 ALLOWANCE FOR CREDIT LOSSES
FOR LOANS (“ACLL”)
In determining the amount of our allowance for credit losses, we rely on an analysis of our loan portfolio, our experience, and our evaluation of general economic conditions. If our assumptions prove to be incorrect, our current allowance may not be sufficient to cover future credit losses and we may experience significant increases to our provision.
The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. Among other techniques, the Company uses a discounted cash flow methodology to determine the allowance for credit losses.
The following tables present a disaggregated analysis of activity in the allowance for credit losses for loans as of December 31, 2025 and 2024:
| Schedule of allowance for credit losses for loans | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Real<br> estate secured | |||||||||||||||||||||||||||
| (Dollars<br> in thousands) | Commercial | Construction<br> and Land Development | Residential<br> 1-4 family | Multifamily | Farmland | Commercial | Agriculture | Consumer<br> and All Other | Total | ||||||||||||||||||
| Year ended December 31, 2025 | |||||||||||||||||||||||||||
| Beginning balance | $ | 2,565 | $ | 322 | $ | 2,923 | $ | 382 | $ | 149 | $ | 751 | $ | 36 | $ | 556 | $ | 7,684 | |||||||||
| Charge-offs | (1 | ) | — | (139 | ) | — | — | (97 | ) | (50 | ) | (376 | ) | (663 | ) | ||||||||||||
| Recoveries | — | 54 | 60 | 12 | 3 | 8 | 3 | 207 | 347 | ||||||||||||||||||
| Provision<br> for credit losses | 292 | 35 | (45 | ) | 165 | 14 | (60 | ) | 93 | 245 | 739 | ||||||||||||||||
| Ending balance | $ | 2,856 | $ | 411 | $ | 2,799 | $ | 559 | $ | 166 | $ | 602 | $ | 82 | $ | 632 | $ | 8,107 | |||||||||
| Real<br> estate secured | |||||||||||||||||||||||||||
| (Dollars<br> in thousands) | Commercial | Construction<br> and Land Development | Residential<br> 1-4 family | Multifamily | Farmland | Commercial | Agriculture | Consumer<br> and All Other | Total | ||||||||||||||||||
| Year ended December 31, 2024 | |||||||||||||||||||||||||||
| Beginning balance | $ | 2,518 | $ | 300 | $ | 2,666 | $ | 509 | $ | 163 | $ | 673 | $ | 33 | $ | 394 | $ | 7,256 | |||||||||
| Charge-offs | (180 | ) | — | (75 | ) | (95 | ) | — | (162 | ) | — | (279 | ) | (791 | ) | ||||||||||||
| Recoveries | 106 | 44 | 100 | — | 297 | 9 | — | 157 | 713 | ||||||||||||||||||
| Provision<br> for credit losses | 121 | (22 | ) | 232 | (32 | ) | (311 | ) | 231 | 3 | 284 | 506 | |||||||||||||||
| Ending balance | $ | 2,565 | $ | 322 | $ | 2,923 | $ | 382 | $ | 149 | $ | 751 | $ | 36 | $ | 556 | $ | 7,684 |
Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
NOTE 9 MODIFICATIONS
MADE TO BORROWERS EXPERIENCING FINANCIAL DIFFICULTY
An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies loans by providing principal forgiveness on certain of its real estate loans. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.
In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted.
61
On February 15, 2025, severe flash flooding occurred in Tazewell and Buchanan, Counties in Virgina. On September 27, 2024, Hurricane Helene passed through western North Carolina, southwest Virginia and
northeast
Tennessee, causing flood and wind damage in its path. To assist borrowers impacted by these natural disasters, we offered short-term payment deferrals of 3 months. As of December 31, 2024, 36 loans totaling $9.2 million were participating in the deferral program. One of these loans, a residential mortgage loan totaling approximately $178,000, received an additional 3-month deferral due to the extent of damage to the property. As of December 31, 2025, the deferral periods have ended and 48 loans totaling $6.6 million participating in the deferral program have commenced regular payments. The loan totaling $178,000 was in default, and $138,000 was charged off during the quarter ended September 30, 2025. No other loans in the deferral program defaulted in the period ended December 31, 2025. There were no loans modified to borrowers experiencing financial difficulties in period ending December 31, 2025, other than those impacted by natural disasters.
NOTE 10 BANK
PREMISES AND EQUIPMENT
Depreciation expense
was $1.2 million for the years ended December 31, 2025 and 2024. Bank premises and equipment as of December 31, 2025 and 2024 are summarized as follows:
| Schedule of bank premises and equipment | ||||||
|---|---|---|---|---|---|---|
| (Dollars in thousands) | 2025 | 2024 | ||||
| Land | $ | 6,450 | $ | 6,441 | ||
| Buildings<br> and improvements | 14,748 | 14,664 | ||||
| Furniture<br> and equipment | 8,632 | 9,279 | ||||
| Property plan equipment, gross | 29,830 | 30,384 | ||||
| Less<br> accumulated depreciation | (13,430 | ) | (13,314 | ) | ||
| Bank<br> premises and equipment, net | $ | 16,400 | $ | 17,070 |
NOTE
11 INCOME TAXES
The Company files a consolidated federal income tax return. The following table provides information on the components of income tax expense for the years ended December 31, 2025 and 2024.
| (Dollars in thousands) | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Current<br> income tax expense | ||||||
| Federal | $ | 2,919 | $ | 2,224 | ||
| State | 283 | 211 | ||||
| Current income tax expense | 3,202 | 2,435 | ||||
| Deferred<br> tax benefit | ||||||
| Federal | (148 | ) | (275 | ) | ||
| State | (7 | ) | (11 | ) | ||
| Deferred tax benefit | (155 | ) | (286 | ) | ||
| Income<br> tax expense | $ | 3,047 | $ | 2,149 |
62
The following table provides a reconciliation of tax expense computed at the federal statutory tax rate and the recorded tax expense (in dollars and percentages) for the years ended December 31, 2025 and 2024.
| Schedule of reconciliation of income tax expense | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||
| (Dollars<br> in thousands) | Amount | Percent | Amount | Percent | ||||||||
| Tax at federal<br> statutory rate | $ | 2,760 | 21.0 | % | $ | 2,174 | 21.0 | % | ||||
| State<br> income taxes, net of federal tax effect^1^ | 218 | 1.7 | % | 177 | 1.7 | % | ||||||
| Nontaxable or nondeductible<br> items | ||||||||||||
| Nontaxable<br> interest income | (6 | ) | 0.0 | % | (1 | ) | 0.0 | % | ||||
| Surrender<br> of bank owned life insurance policy | — | 0.0 | % | 60 | 0.6 | % | ||||||
| Penalty<br> on surrender of bank owned life insurance | — | 0.0 | % | 29 | 0.3 | % | ||||||
| Benefit<br> claim on bank owned life insurance | — | 0.0 | % | (329 | ) | -3.2 | % | |||||
| Income<br> from bank owned life insurance | — | 0.0 | % | (15 | ) | -0.1 | % | |||||
| Nondeductible<br> expenses | 16 | 0.1 | % | 13 | 0.1 | % | ||||||
| Other,<br> net | 59 | 0.4 | % | 41 | 0.4 | % | ||||||
| Total<br> income tax expense | $ | 3,047 | 23.2 | % | $ | 2,149 | 20.8 | % | ||||
| ^1^The states of Tennessee, West Virginia and North Carolina made up the tax effect in this category. |
The following table provides information on the significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024.
| (Dollars in thousands) | 2025 | 2024 | ||
|---|---|---|---|---|
| Deferred<br> tax assets | ||||
| Allowance<br> for credit losses | $ | 1,939 | $ | 1,828 |
| Deferred<br> compensation | 189 | 118 | ||
| Self-insured<br> health insurance | 189 | 166 | ||
| Other<br> real estate owned | 15 | 17 | ||
| Lease<br> liability | 678 | 771 | ||
| Unrealized<br> loss on securities available for sale | 2,091 | 3,186 | ||
| Other | 434 | 364 | ||
| Total<br> deferred tax assets | $ | 5,535 | $ | 6,450 |
| Deferred<br> tax liabilities | ||||
| Prepaid<br> expenses | 31 | 31 | ||
| Depreciation | 462 | 385 | ||
| Deferred<br> loan costs | 469 | 428 | ||
| Right-of-use<br> asset | 678 | 771 | ||
| Total<br> deferred tax liabilities | 1,640 | 1,615 | ||
| Net<br> deferred tax assets | $ | 3,895 | $ | 4,835 |
In accordance with applicable accounting guidance, the Company determined that it was not required to establish a valuation allowance for deferred tax assets as it is more likely than not that the deferred tax asset will be realized through future taxable income, future reversals of existing taxable temporary differences and tax strategies. The Company’s net deferred tax asset is recorded in the consolidated financial statements separately.
63
During the years ended December 31, 2025 and 2024, the Company made payments to tax authorities for income taxes as set forth in the table below.
| Schedule of payments to tax authorities for income taxes | ||||
|---|---|---|---|---|
| (Dollars in thousands) | 2025 | 2024 | ||
| Federal | $ | 2,480 | $ | 2,200 |
| State<br> and local: | ||||
| Tennessee | 104 | 137 | ||
| West<br> Virginia | 73 | 40 | ||
| North<br> Carolina | 23 | 42 | ||
| Total<br> taxes paid | $ | 2,680 | $ | 2,419 |
As of December 31, 2025 and 2024, the Company had no unrecognized tax benefits. The Company does not expect the total amount of unrecognized tax benefits to increase significantly over the next twelve months. The company recognizes interest and penalties as a component of income tax expense.
In its most recently filed tax year, the Company filed income tax returns in U.S. federal and state jurisdictions, including Tennessee, West Virginia, and North Carolina. With few exceptions the Company is no longer subject to U.S. federal and state income tax examinations by tax authorities for years prior to 2022.
NOTE 12 TIME
DEPOSITS
The aggregate amount
of time deposits that meet or exceed the Federal Deposit Insurance Corporation (“FDIC”) Insurance limit of $250,000 was $58.1 million and $51.3 million as of December 31, 2025 and 2024, respectively. Brokered time deposits totaled $8.0 million and $3.0 million at December 31, 2025 and 2024, respectively.
As of December 31, 2025, the scheduled maturities of time deposits are as follows (dollars in thousands):
| Schedule<br> of maturities | ||
|---|---|---|
| 2026 | $ | 242,514 |
| 2027 | 29,241 | |
| 2028 | 10,688 | |
| 2029 | 5,327 | |
| 2030 | 6,446 | |
| After<br> five years | — | |
| Total | $ | 294,216 |
NOTE 13 RELATED
PARTY TRANSACTIONS
Officers, directors (and companies controlled by them), principal shareholders, and associates were customers of and had loan transactions with the Bank in the normal course of business. The following table summarizes these transactions, which were made on substantially the same terms as those prevailing for other customers and did not involve any abnormal risk.
| Schedule of related party | ||||||
|---|---|---|---|---|---|---|
| For<br> the year ended December 31, | ||||||
| (Dollars in thousands) | 2025 | 2024 | ||||
| Beginning<br> balance | $ | 4,075 | $ | 2,610 | ||
| New loans<br> and advances on lines | 1,380 | 2,895 | ||||
| Effects<br> of changes in composition of related parties | (3,339 | ) | — | |||
| Payments<br> and other reductions | (543 | ) | (1,430 | ) | ||
| Ending<br> balance | $ | 1,573 | $ | 4,075 |
Total related party
deposits held at the Bank were $11.0 million and $17.9 million as of December 31, 2025 and 2024, respectively.
NPB Insurance Services, Inc. holds a 39% membership interest in Lonesome Pine Title Agency, LLC, which provides title insurance.
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NOTE 14 RETIREMENT AND OTHER
BENEFIT PLANS
The Company has established
a qualified defined contribution plan that covers all full-time employees. The Company matches employee contributions up to a maximum of 6% of their salary for 2025 and 2024, respectively. The Company contributed approximately $544,000 and $529,000 to the defined contribution plan during the years ended December 31, 2025 and 2024, respectively.
On February 27, 2024,
the Board of Directors approved and adopted the New Peoples Bankshares, Inc. Long-Term Cash Incentive Plan (the “Plan”). The Plan provides for cash incentive awards to Plan participants based on the Company’s quarterly earnings per share of common stock over the period specified in the Plan. Certain members of management are eligible to participate in the Plan. Individual awards are settled solely in cash, determined by multiplying quarterly earnings per share by the number of notional shares covered by a Plan award. Awards for up to 750,000 notional shares of common stock of the Company may be granted under the Plan. The Plan does not grant participants equity in the Company and does not create any shareholders’ rights. For each award, a participant receives an allocation equal to earnings per share, for each share covered by the award, on a quarterly basis. Awards become vested in 25% increments, on each of the first through fourth anniversaries of the date of grant, subject to a participant’s continuous employment with the Company through the applicable anniversary. Awards are settled on the earliest of a participant’s separation from service, a change in control, or the ten-year anniversary of the Plan’s effective date. Vested portions of an award are generally paid in three installments. Notional shares totaling 655,000 and 605,000 had been awarded as of December 31, 2025 and 2024, respectively, with related expense totaling approximately $321,000 and $160,000 for the years ended December 31, 2025 and 2024, respectively.
The Bank maintains
a salary continuation plan for key executives which was established in 2002 and was funded by single premium life insurance policies. Expenses related to the plan were approximately $22,000 and $24,000 for the years ended December 31, 2025 and 2024, respectively.
NOTE 15 OTHER REAL ESTATE OWNED
The following table summarizes the activity in other real estate owned for the years ended December 31, 2025 and 2024:
| Schedule of activity in other real estate owned | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| (Dollars<br> in thousands) | ||||||
| Balance,<br> beginning of year | $ | 87 | $ | 157 | ||
| Additions | 46 | 1,330 | ||||
| Proceeds<br> from sales | (50 | ) | (1,474 | ) | ||
| Adjustment<br> of carrying value | — | (9 | ) | |||
| Net<br> gains from sales | 6 | 83 | ||||
| Balance,<br> end of year | $ | 89 | $ | 87 |
As of December 31,
2025, there were no loans secured by residential real estate in the process of foreclosure. As of December 31, 2024, one loan secured by residential real estate totaling approximately $16,000 was in the process of foreclosure.
NOTE 16 BANK
OWNED LIFE INSURANCE
The Bank had no bank owned life insurance policies as of December 31, 2025.
During 2024 one bank
owned life insurance policy was surrendered at market value resulting in a loss of approximately $49,000. In December 2024, a death benefit receivable of $5.4 million was recorded, resulting in an income accrual of $1.6 million.
NOTE 17 DIVIDEND
LIMITATIONS ON SUBSIDIARY BANK
A principal source of funds for the Company is dividends paid by the Bank. The Federal Reserve Act restricts the amount of dividends the Bank may pay. Approval by the Board of Governors of the Federal Reserve System is required if the dividends declared by a state member bank, in any year, exceed the sum of (1) net income of the current year and (2) income net of dividends for the preceding two years.
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Virginia law restricts the amount of dividends a Virginia corporation may pay. Generally, a Virginia corporation may not authorize and make distributions if, after giving effect to the distribution, it would be unable to meet its debts as they become due in the usual course of business or if the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if it were dissolved at that time, to satisfy the preferential rights of shareholders whose rights are superior to the rights of those receiving the distribution. In addition, the payment of distributions to shareholders is subject to any prior rights of outstanding preferred stock.
NOTE 18 LEASING
ACTIVITIES
As of December 31,
2025, the Bank leases four branch offices, one administrative office, one loan production office, and sublets a lot adjacent to another branch office. The lease agreements have maturity dates ranging from December 2028 to December 2041. It is assumed that there are currently no circumstances in which the leases would be terminated prior to expiration. The weighted average remaining life of the lease terms as of December 31, 2025 is 6.30 years.
The discount rate
used in determining the lease liability for each individual lease was the FHLB fixed advance rate which corresponded to the lease term for each transaction. This methodology is expected to be used for any other subsequent lease agreements. The weighted average discount rate for the leases as of December 31, 2025 was 3.36%.
The Company’s
operating lease costs were approximately $557,000 and $558,000 for the years ended December 31, 2025 and 2024, respectively.
The Company’s other operating leases were evaluated and determined to be immaterial to the financial statements.
As of December 31, 2025, future minimum rental commitments under the non-cancellable operating leases discussed above are as follows (dollars in thousands):
| Schedule of future minimum rental commitments under the non-cancellable operating leases | ||
|---|---|---|
| 2026 | $ | 576 |
| 2027 | 598 | |
| 2028 | 603 | |
| 2029 | 492 | |
| 2030 | 492 | |
| Thereafter | 755 | |
| Total<br> lease payments | 3,516 | |
| Less<br> imputed interest | 518 | |
| Total | $ | 2,998 |
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NOTE
19 BORROWED FUNDS
The following table presents the breakdown of borrowed funds as of December 31, 2025 and 2024:
| Schedule<br> of breakdown of borrowed funds | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Short-term<br> Borrowings | Long-term<br> Borrowings | |||||||||||||||||||||||
| FHLB<br> Revolving Advances | Federal<br> Funds Lines | FHLB<br> Term Loans Short-Term | FRB<br> Term Funding Program | FHLB<br> Term Loans Long-Term | NPB<br> Capital Trust I | NPB<br> Capital Trust 2 | Total | |||||||||||||||||
| (a) | (b) | (a)<br> (c) | (d) | (a)<br> (e) | ||||||||||||||||||||
| (Dollars<br> in thousands) | ||||||||||||||||||||||||
| Balance<br> December 31, 2025 | $ | — | $ | — | $ | — | $ | — | $ | 7,000 | $ | 6,831 | $ | 5,155 | $ | 18,986 | ||||||||
| Highest<br> balance at any month-end | 5,000 | — | — | — | 10,000 | 6,831 | 5,155 | |||||||||||||||||
| Average weighted balance | 14 | — | — | — | 9,696 | 6,880 | 5,155 | 21,745 | ||||||||||||||||
| Average interest rate: | ||||||||||||||||||||||||
| Paid<br> during the year | 4.57 | % | 0.00 | % | 0.00 | % | 0.00 | % | 3.51 | % | 7.10 | % | 6.24 | % | 5.26 | % | ||||||||
| At<br> year-end | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 3.51 | % | 6.77 | % | 5.94 | % | 5.34 | % | ||||||||
| Balance<br> December 31, 2024 | $ | — | $ | — | $ | — | $ | — | $ | 10,000 | $ | 9,831 | $ | 5,155 | $ | 24,986 | ||||||||
| Highest<br> balance at any month-end | — | — | — | 10,000 | 10,000 | 11,031 | 5,155 | |||||||||||||||||
| Average weighted balance | — | — | — | 7,486 | 10,000 | 10,749 | 5,155 | 33,390 | ||||||||||||||||
| Average interest rate: | ||||||||||||||||||||||||
| Paid<br> during the year | 0.00 | % | 5.61 | % | 0.00 | % | 4.83 | % | 3.51 | % | 8.15 | % | 7.30 | % | 5.88 | % | ||||||||
| At<br> year-end | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 3.51 | % | 7.52 | % | 6.69 | % | 5.74 | % |
(a) – The Bank has the ability to borrow up to an additional $101.4 million from FHLB under a line of credit which is secured by a blanket lien on qualifying real estate loans as of December 31, 2025. With additional collateral, the Bank’s total credit availability would be $252.3 million. The Bank had no overnight borrowings subject to daily rate changes from the FHLB at December 31, 2025 or 2024.
We have used our line of credit with FHLB to issue letters of credit totaling $14.0 million to the Treasury Board of Virginia for collateral on public funds deposited in the Bank. No draws on the letters of credit have been issued. The letters of credit are considered draws on our FHLB line of credit.
(b) – Federal funds lines consisted of $30.0 million in unsecured federal funds line of credit facilities with correspondent banks as of December 31, 2025 and 2024 exclusive of any outstanding balance. The Company did not borrow from the lines other than to test the ability to access the lines.
(c) – As of December 31, 2025 and 2024, there were no short term FHLB advances outstanding.
(d) – A short-term, fixed rate borrowing under the FRB Bank Term Funding Program in the amount of $10.0 million at was prepaid without penalty during the fourth quarter of 2024.
(e) – The fixed rate FHLB advance in the amount of $10.0 million as of December 31, 2024 was reduced to $7.0 million in 2025 and matures in 2028.
TPS I – On
July 7, 2004, the Company completed the issuance of $11.3 million in floating rate trust preferred securities, maturing July 7, 2034, offered by its wholly owned subsidiary, NPB Capital Trust I (TPS I). The rate is determined quarterly and floats based on the 3-month Secured Overnight Financing Rate (SOFR) plus 260 basis points. During 2024, a principal reduction of $1.2 million was paid. On January 7, 2025, a principal reduction of $3.0 million was paid.
TPS 2 – On
September 27, 2006, the Company completed the issuance of $5.2 million in floating rate trust preferred securities, maturing October 7, 2036, offered by its wholly owned subsidiary, NPB Capital Trust 2 (TPS 2). The rate is determined quarterly and floats based on the 3-month SOFR plus 177 basis points.
Under the terms of the subordinated debt transactions, the securities have 30-year maturities and are redeemable, in whole or in part, without penalty, at the option of the Company after five years from the issuance date, and on a quarterly basis thereafter.
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Following are maturities of borrowed funds as of December 31, 2025 (dollars in thousands):
| Schedule<br> of maturities of borrowed funds | ||
|---|---|---|
| 2025 | $ | - |
| 2026 | - | |
| 2027 | - | |
| 2028 | 7,000 | |
| 2029 | - | |
| 2030<br> and thereafter | 11,986 | |
| $ | 18,986 |
NOTE 20 FINANCIAL
INSTRUMENTS WITH OFF-BALANCE SHEET RISK
In the normal course of business, the Bank has outstanding commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying consolidated financial statements. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making such commitments as it does for instruments that are included in the balance sheet.
Financial instruments whose contract amount represents credit risk as of December 31, 2025 and 2024 were as follows:
| Schedule<br> of financial instruments with credit risk | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (Dollars in thousands) | ||||
| Commitments<br> to extend credit | $ | 124,474 | $ | 108,316 |
| Standby<br> letters of credit | 2,595 | 2,617 |
Commitments to extend credit are agreements to lend to a customer at either a fixed or variable interest rate 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 Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties.
Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Standby letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank’s policy for obtaining collateral, and the nature of such collateral, is essentially the same as that involved in making commitments to extend credit.
NOTE 21 CREDIT
ALLOWANCE FOR UNFUNDED COMMITMENTS
The Company maintains a separate allowance for credit losses on off-balance-sheet credit exposures, including unfunded loan commitments, which is included in other liabilities on the consolidated balance sheet. The allowance for credit losses for off-balance-sheet credit exposures is adjusted through a provision for credit losses in the consolidated statements of income. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life, utilizing the same models and approaches for the Company's other loan portfolio segments described above, as these unfunded commitments share similar risk characteristics as its loan portfolio segments. As of December 31, 2025 the Company has identified the unfunded portion of certain lines of credit as unconditionally cancellable credit exposures, meaning the Company can cancel the unfunded commitment at any time, and those commitments are excluded from the credit losses estimate.
The Company recorded
a provision of approximately $67,000 and $119,000 to the liability for credit losses for unfunded commitments for the years ended December, 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the liability for credit losses on off-balance-sheet credit exposures included in accrued expenses and other liabilities was approximately $471,000 and $404,000, respectively.
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NOTE 22 LEGAL
CONTINGENCIES
In the normal course of operations, we may become a party to legal proceedings. As of December 31, 2025, we do not anticipate that the aggregate ultimate liability arising out of litigation pending or threatened against the Company or any of its subsidiaries to which the property of the Company or any of its subsidiaries is subject, in the opinion of management, may materially impact the financial condition or liquidity of the Company.
NOTE 23 CAPITAL
Capital Requirements and Ratios
The Company meets eligibility criteria of a small bank holding company in accordance with the Board of Governors of the Federal Reserve System’s Small Bank Holding Company Policy Statement and is no longer obligated to report consolidated regulatory capital.
The Bank is subject to various capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and, possibly, additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, 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.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital to risk-weighted assets, Tier 1 capital to average assets, and Common Equity Tier 1 capital to risk-weighted assets. As of December 31, 2025, the Bank meets all capital adequacy requirements to which it is subject.
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The Bank’s actual capital amounts and ratios are presented in the following table as of December 31, 2025 and 2024, respectively.
| Schedule<br>of capital requirement | ||||||
|---|---|---|---|---|---|---|
| Actual | Minimun<br> Capital Requirement | Minimum<br> to Be Well Capitalized Under Prompt Corrective Action Provisions | ||||
| (Dollars<br> in thousands) | Amount | Ratio | Amount | Ratio | Amount | Ratio |
| December 31, 2025: | ||||||
| Total Capital to Risk Weighted Assets | $ 110,354 | 16.51% | $ 53,467 | 8.00% | $ 66,834 | 10.00% |
| Tier 1 Capital to Risk Weighted Assets | 101,997 | 15.26% | 40,100 | 6.00% | 53,467 | 8.00% |
| Tier 1 Capital to Average Assets | 101,997 | 10.93% | 37,344 | 4.00% | 46,680 | 5.00% |
| Common Equity Tier 1 Capital to Risk Weighted Assets | 101,997 | 15.26% | 30,075 | 4.50% | 43,442 | 6.50% |
| December 31, 2024: | ||||||
| Total Capital to Risk Weighted Assets | $ 101,769 | 16.19% | $ 50,300 | 8.00% | $ 62,875 | 10.00% |
| Tier 1 Capital to Risk Weighted Assets | 93,907 | 14.94% | 37,725 | 6.00% | 50,300 | 8.00% |
| Tier 1 Capital to Average Assets | 93,907 | 10.70% | 35,113 | 4.00% | 43,892 | 5.00% |
| Common Equity Tier 1 Capital to Risk Weighted Assets | 93,907 | 14.94% | 28,294 | 4.50% | 40,869 | 6.50% |
Accordingly, as of December 31, 2025 and 2024, the Bank was well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since such dates that management believes have changed the Bank’s category.
The Bank is also subject to the rules implementing the Basel III capital framework and certain related provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The final rules require the Bank to comply with the following minimum capital ratios: (i) a Common Equity Tier 1 capital to risk-weighted assets ratio of at least 4.5%, plus a 2.5% “capital conservation buffer” (effectively resulting in a minimum Common Equity Tier 1 capital to risk-weighted assets ratio of 7%), (ii) a ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum Tier 1 capital ratio of 8.5%), (iii) a ratio of total capital to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum total capital ratio of 10.5%), and (iv) a leverage ratio of 4%, calculated as the ratio of Tier 1 capital to average assets. The Bank’s capital conservation buffer was 8.51% at December 31, 2025. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a Common Equity Tier 1 capital to risk-weighted assets ratio above the minimum but below the conservation buffer face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall. As of both December 31, 2025 and 2024, the Common Equity Tier 1 Capital to Risk-weighted Assets ratio, the Tier 1 Capital to Risk-weighted Assets ratio, the Total Capital to Risk-weighted Assets ratio, and the Tier 1 Capital to Average Assets ratio of the Bank, exceeded the minimum requirements.
NOTE 24 FAIR
VALUES
The Company established a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The three broad levels defined by this hierarchy are:
Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reported date.
Level 2: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are valued using other financial instruments, the parameters of which can be directly observed.
Level 3: Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.
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A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy are as follows:
InvestmentSecurities Available for Sale - Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices. The Company’s available for sale securities, totaling $96.4 million and $96.0 million as of December 31, 2025 and 2024, respectively, are the only assets whose fair values are measured on a recurring basis using Level 2 inputs from an independent pricing service.
CollateralDependent Loans with an ACL - In accordance with ASC 326, we may determine that an individual loan exhibits unique risk characteristics which differentiate it from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the allowance for credit losses are determined by analyzing the borrower's ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower's industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. We reevaluate the fair value of collateral supporting collateral dependent loans on a quarterly basis. The fair value of real estate collateral supporting collateral dependent loans is evaluated by appraisal services using a methodology that is consistent with the Uniform Standards of Professional Appraisal Practice.
Other RealEstate Owned – Other real estate owned is adjusted to fair value upon transfer of the loans, or former bank premises, to other real estate owned. These assets are carried at the lower of their carrying value or fair value. Fair value is based upon observable market prices, when available, reduced by estimated disposition costs, which the Company considers to be nonrecurring Level 2 inputs. When observable market prices are not available, management determines the fair value of the foreclosed asset using independent third-party appraisals, evaluated to determine whether or not the property is further impaired below the appraised value, and adjusts for estimated costs of disposition. The Company records foreclosed assets as nonrecurring Level 3. The aggregate carrying amounts of foreclosed assets were approximately $89,000 and $87,000 as of December 31, 2025 and 2024, respectively.
Assets and liabilities measured at fair value are as follows as of December 31, 2025:
| Schedule<br> of summary of assets and liabilities measured at fair value | ||||||
|---|---|---|---|---|---|---|
| (Dollars in thousands) | Quoted<br> market price in active markets <br>(Level 1) | Significant<br> other observable inputs <br>(Level 2) | Significant<br> unobservable inputs <br>(Level 3) | |||
| (On a<br> recurring basis) <br>Available for sale investments | ||||||
| U.S.<br> Treasuries | $ | — | $ | 5,460 | $ | — |
| U.S.<br> Government agencies | — | 9,159 | — | |||
| Corporate<br> bonds | — | 2,379 | — | |||
| Municipal<br> securities | — | 19,997 | — | |||
| Mortgage<br> backed securities | — | 46,079 | — | |||
| Collateralized<br> mortgage obligations - guaranteed | — | 13,359 | — | |||
| (On a<br> non-recurring basis) <br>Other real estate owned | — | — | 89 | |||
| Collateral<br> dependent loans with ACL: | ||||||
| Agriculture | — | — | 251 | |||
| Commercial<br> real estate | — | — | 300 | |||
| Total | $ | — | $ | 96,433 | $ | 640 |
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Not included in the above table is a residential 1-4 family mortgage loan totaling approximately $39,000 that has a specific allowance for credit loss allocation of 100% due to the destruction of the collateral.
Assets and liabilities measured at fair value are as follows as of December 31, 2024:
| (Dollars in thousands) | Quoted<br> market price in active markets <br>(Level 1) | Significant<br> other observable inputs <br>(Level 2) | Significant<br> unobservable inputs <br>(Level 3) | |||
|---|---|---|---|---|---|---|
| (On a<br> recurring basis) <br>Available for sale investments | ||||||
| U.S.<br> Treasuries | $ | — | $ | 7,961 | $ | — |
| U.S.<br> Government agencies | — | 8,805 | — | |||
| Corporate<br> bonds | — | 2,253 | — | |||
| Municipal<br> securities | — | 18,524 | — | |||
| Mortgage-backed<br> securities | — | 48,135 | — | |||
| Collateralized<br> mortgage obligations - guaranteed | — | 10,306 | — | |||
| (On a<br> non-recurring basis) <br>Other real estate owned | — | — | 87 | |||
| Collateral<br> dependent loans with ACL: | ||||||
| Consumer<br> installment and all other loans | — | — | 11 | |||
| Total | $ | — | $ | 95,984 | $ | 98 |
For Level 3 assets measured at fair value on a recurring or non-recurring basis as of December 31, 2025 and 2024, the significant unobservable inputs used in the fair value measurements were as follows:
| Schedule<br> of significant unobservable inputs In level 3 assets | |||||||
|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | Fair<br> Value at December 31, <br>2025 | Fair<br> Value at <br>December 31, <br>2024 | Valuation<br> Technique | Significant<br> Unobservable Inputs | General<br> Range of Significant Unobservable Input Values | ||
| Collateral<br> dependent loans with ACL: | |||||||
| Commercial<br> real estate | $ | 300 | $ | — | Appraised<br> Value | Discounts<br> to reflect current market conditions, ultimate collectability, and estimated costs to sell | 0 – 18% |
| Consumer<br> and all other | $ | — | $ | 11 | Appraised<br> Value | Discounts<br> to reflect current market conditions, ultimate collectability, and estimated costs to sell | 0 –<br> 18% |
| Agriculture | $ | 251 | $ | — | Appraised<br> Value | Discounts<br> to reflect current market conditions, ultimate collectability, and estimated costs to sell | 0 –<br> 18% |
| Other<br> Real Estate Owned | $ | 89 | $ | 87 | Appraised<br> Value/Comparable Sales/Other Estimates from Independent Sources | Discounts<br> to reflect current market conditions and estimated costs to sell | 0 –<br> 18% |
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Fair Value of Financial Instruments
The carrying amount and fair value of the Company’s financial instruments that are not required to be measured or reported at fair value on a recurring basis are as follows:
| Schedule<br> of estimated fair value of financial instruments | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fair<br> Value Measurements | ||||||||||
| (Dollars in thousands) | Carrying<br> <br>Amount | Fair<br> <br>Value | Quoted<br> market price in active markets <br>(Level 1) | Significant<br> other observable inputs <br>(Level 2) | Significant<br> unobservable inputs <br>(Level 3) | |||||
| December 31, 2025 | ||||||||||
| Financial<br> instruments – assets | ||||||||||
| Net<br> loans | $ | 701,480 | $ | 697,105 | $ | — | $ | — | $ | 697,105 |
| Financial<br> instruments – liabilities | ||||||||||
| Time<br> deposits | 294,216 | 294,244 | — | 294,244 | — | |||||
| Borrowed<br> funds | 18,986 | 17,132 | — | 17,132 | — | |||||
| December 31, 2024 | ||||||||||
| Financial<br> instruments – assets | ||||||||||
| Net<br> loans | $ | 649,852 | $ | 633,023 | $ | — | $ | — | $ | 633,023 |
| Financial<br> instruments – liabilities | ||||||||||
| Time<br> deposits | 268,739 | 268,509 | — | 268,509 | — | |||||
| Borrowed<br> funds | 24,986 | 23,071 | — | 23,071 | — |
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions can significantly affect the estimates.
Estimated fair values have been determined by the Company using historical data, as generally provided in the Company’s regulatory reports, and an estimation methodology suitable for each category of financial instruments. The Company’s fair value estimates, methods and assumptions are set forth below for the Company’s other financial instruments.
The carrying value of cash and due from banks, federal funds sold, interest-bearing deposits with other banks, deposits with no stated maturities and accrued interest approximates fair value and is excluded from the table above.
The methods utilized to measure the fair value of financial instruments represent an approximation of exit price; however, an actual exit price may differ.
73
NOTE 25 REVENUE
FROM CONTRACTS WITH CUSTOMERS
All of our revenue from contracts with customers as defined in ASC 606 is recognized within noninterest income. The following table presents Noninterest Income by revenue stream for the years ended December 31, 2025 and 2024.
| Schedule<br> of revenue from contracts with customers | ||||
|---|---|---|---|---|
| (Dollars in thousands) | 2025 | 2024 | ||
| Service<br> charges and fees | $ | 3,621 | $ | 3,838 |
| Card<br> processing and interchange income | 3,903 | 3,702 | ||
| Insurance<br> and investment fees | 1,414 | 1,328 | ||
| Other<br> noninterest income | 972 | 2,386 | ||
| Total<br> noninterest income | $ | 9,910 | $ | 11,254 |
Certain revenues are earned from contracts with customers. These revenues are recognized when the promised services are rendered to the customer and reflect the entitled consideration received in exchange for those services.
Servicecharges and fees – Revenue is recognized on deposit services based on published fees for the services provided. These fees may be collected on a transaction basis, at the time the service is rendered or periodically based on the period over which the service is provided. Transaction-based fees include services such as stop payment requests, paper statement rendering and ATM usage fees. Periodic fees include such charges as monthly account maintenance fees. Overdraft fees are realized at the time the overdraft occurs.
Card processingand interchange fees – Card-related interchange revenue is primarily comprised of debit and credit card income. Debit and credit card income is earned when customers’ debit or credit cards are processed through a card payment network. Card-related interchange income is recognized at the time the customer transactions settle.
Insuranceand investment fees - Insurance and investment fee income consists of commissions received on annuity and investment product sales through a third-party service provider. Performance is generally satisfied at the time an annuity policy is issued, or at the execution of an investment transaction.
NOTE 26 NONINTEREST EXPENSES
Other operating expenses, included as part of noninterest expenses, consisted of the following for the years ended December 31, 2025 and 2024:
| Schedule<br> of noninterest expenses | |||||
|---|---|---|---|---|---|
| (Dollars in thousands) | 2025 | 2024 | |||
| Other<br> operating expenses | $ | 3,346 | $ | 3,605 | |
| ATM<br> network expense | 1,603 | 1,540 | |||
| Legal<br> and professional fees | 912 | 895 | |||
| Core<br> system termination costs and conversion costs | 288 | 850 | |||
| Loan<br> related expenses | 578 | 399 | |||
| FDIC<br> insurance premiums | 404 | 386 | |||
| Consulting<br> fees | 184 | 153 | |||
| Advertising,<br> sponsorships, and donations | 286 | 240 | |||
| Printing<br> and supplies | 161 | 114 | |||
| Other<br> real estate owned expenses, net | 10 | (5 | ) | ||
| Total | $ | 7,772 | $ | 8,177 |
NOTE 27 SUBSEQUENT
EVENTS
Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date.
74
Management has reviewed events occurring through the date the financial statements were available to be issued and has identified the following as a non-recognized subsequent event.
On February 23, 2026,
the Board of Directors declared a dividend of $0.09 per share payable March 31, 2026 to shareholders of record as of March 16, 2026.
On March 16, 2026, the Board of Directors authorized the continuation of the Company’s repurchase of up to 500,000 shares of its common stock through March 31, 2027. This is a continuation of the repurchase program originally announced April 28, 2022, which was set to expire March 31, 2025 and subsequently extended to March 31, 2026. To the date of this announced continuation, 361,600 shares have been repurchased at an average price of $2.56 per share, leaving 138,400 shares available for repurchase. Repurchases made through this program will be made through open market purchases or in privately negotiated transactions.
NOTE 28 PARENT
CORPORATION ONLY FINANCIAL STATEMENTS
CONDENSED
BALANCE SHEETS
AS
OF DECEMBER 31, 2025 AND 2024
(Dollars in Thousands)
| Schedule<br> of parent corporation only condensed balance sheets | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| ASSETS | |||||
| Due<br> from banks | 356 | $ | 3,348 | ||
| Investment<br> in subsidiaries | 94,130 | 81,923 | |||
| Other<br> assets | 580 | 746 | |||
| Total<br> assets | 95,066 | $ | 86,017 | ||
| LIABILITIES<br> AND SHAREHOLDERS' EQUITY | |||||
| Liabilities: | |||||
| Accrued<br> interest payable | 196 | $ | 277 | ||
| Accrued<br> expenses and other liabilities | 29 | 13 | |||
| Trust<br> preferred securities | 11,986 | 14,986 | |||
| Total<br> liabilities | 12,211 | 15,276 | |||
| Shareholders' equity: | |||||
| Common<br> stock, 2 par value: 50,000,000 shares authorized, | — | — | |||
| 23,567,013<br> and 23,636,724 shares issued and outstanding, respectively | 47,134 | 47,273 | |||
| Additional<br> paid-in capital | 14,378 | 14,451 | |||
| Retained<br> earnings | 29,210 | 21,001 | |||
| Accumulated<br> other comprehensive loss | (7,867 | ) | (11,984 | ) | |
| Total<br> shareholders’ equity | 82,855 | 70,741 | |||
| Total<br> liabilities and shareholders’ equity | 95,066 | $ | 86,017 |
All values are in US Dollars.
75
CONDENSED STATEMENTS
OF INCOME
FOR THE YEARS ENDED
DECEMBER 31, 2025 AND 2024
(Dollars in thousands)
| Schedule<br> of parent corporation only condensed statements of income | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Income | ||||||
| Miscellaneous<br> income | $ | 24 | $ | 37 | ||
| Dividends<br> from subsidiaries | 2,790 | 7,144 | ||||
| Undistributed<br> income of subsidiaries | 8,091 | 2,142 | ||||
| Total<br> income | 10,905 | 9,323 | ||||
| Expenses | ||||||
| Trust<br> preferred securities interest expense | 814 | 1,248 | ||||
| Professional<br> fees | 126 | 116 | ||||
| Other<br> operating expenses | 75 | 42 | ||||
| Total<br> expenses | 1,015 | 1,406 | ||||
| Income<br> before income taxes | 9,890 | 7,917 | ||||
| Income<br> tax benefit | (208 | ) | (287 | ) | ||
| Net<br> income | $ | 10,098 | $ | 8,204 |
76
CONDENSED STATEMENTS
OF CASH FLOWS
FOR
THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Dollars in thousands)
| Schedule<br> of parent corporation only condensed statements of cash flows | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| CASH FLOWS<br> FROM OPERATING ACTIVITIES | ||||||
| Net income | $ | 10,098 | $ | 8,204 | ||
| Adjustments to reconcile net<br> ncome to net cash provided by operating activities: | ||||||
| Equity<br> in undistributed earnings of subsidiaries | (8,091 | ) | (2,142 | ) | ||
| Net increase<br> in other assets | 166 | 41 | ||||
| Net<br> decrease in other liabilities | (64 | ) | (39 | ) | ||
| Net<br> cash provided by operating activities | 2,109 | 6,064 | ||||
| CASH FLOWS<br> FROM FINANCING ACTIVITIES | ||||||
| Repayment<br> of long-term debt | (3,000 | ) | (1,200 | ) | ||
| Repurchase<br> of common stock | (212 | ) | (282 | ) | ||
| Dividends<br> paid | (1,889 | ) | (1,661 | ) | ||
| Net<br> cash used in financing activities | (5,101 | ) | (3,143 | ) | ||
| Net (decrease)<br> increase in cash and cash equivalents | (2,992 | ) | 2,921 | |||
| Cash<br> and and cash equivalents, beginning of the year | 3,348 | 427 | ||||
| Cash<br> and and cash equivalents, end of the year | $ | 356 | $ | 3,348 |
77
Item 9. Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls
and Procedures
Management’sReport on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting of New Peoples Bankshares, Inc. New Peoples’ internal control system was designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting practices.
All internal control systems, no matter how well designed, have inherent limitations. Because of these inherent limitations, internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation and may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of New Peoples’ internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control
- Integrated Framework” issued in 2013. Based on this assessment, management concluded that the internal control over financial reporting was effective as of December 31, 2025.
Changes in InternalControl Over Financial Reporting
During the fourth quarter of 2025, the Company completed a conversion of its core banking system. In connection with this conversion, management updated certain processes and reports supporting internal control over financial reporting and performed extensive pre- and post-conversion testing and validation procedures.
In addition, the Company experienced a planned leadership transition within its accounting function late in the fourth quarter of 2025. During this transition, management increased its level of review and oversight to ensure the continued effective operation of internal controls.
Management has evaluated these changes and determined that they did not materially affect, and are not reasonably likely to materially affect, the Company’s internal control over financial reporting. Accordingly, there were no changes in the Company’s internal control over financial reporting during the fourth quarter of 2025 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
Disclosure Controlsand Procedures
We maintain a system of disclosure controls and procedures that is designed to ensure that material information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of December 31, 2025.
Item 9B.
Other Information
During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
78
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information contained under the captions Proposal One: “Election of Directors,” “Incumbent Directors,” “Executive Officers Who Are Not Directors,” “Corporate Governance” and “Delinquent Section 16(a) Reports” in the 2026 Proxy Statement that is required to be disclosed in this Item 10 is incorporated herein by reference.
The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by its directors, officers, and employees. A copy of the Company’s insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.
Item 11. Executive Compensation
The information contained under the captions “Director Compensation” and “Executive Compensation and Related Party Transactions” in the 2026 Proxy Statement that is required to be disclosed in this Item 11 is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information contained under the captions “Security Ownership of Management” and “Security Ownership of Certain Beneficial Owners” in the 2026 Proxy Statement that is required to be disclosed in this Item 12 is incorporated herein by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information contained under the caption “Executive Compensation and Related Party Transactions” and “Corporate Governance” in the 2026 Proxy Statement that is required to be disclosed in this Item 13 is incorporated herein by reference.
Item 14. Principal
Accountant Fees and Services
The information contained under the caption “Audit Information” in the 2026 Proxy Statement that is required to be disclosed in this Item 14 is incorporated herein by reference.
The Independent Registered Public Accounting Firm for the financial statements as of December 31, 2025, and the year then ended was Yount, Hyde & Barbour, P.C., (U.S. PCAOB Auditor Firm I.D.: 613, located in Winchester, Virginia).
79
Item 15.
Exhibits and Financial Statement Schedules
(a)(1) The response to this portion of Item 15 is included in Item 8 above.
(a)(2) The response to this portion of Item 15 is included in Item 8 above.
(a)(3) The following exhibits are filed as part of this Form 10-K:
____________________________________
* Denotes management contract.
(b) See Item 15(a)(3) above.
(c) See Items 15(a)(1) and (2) above.
Item 16.
Form 10-K Summary
None.
80
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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.
| NEW PEOPLES BANKSHARES, INC. | |
|---|---|
| (Registrant) | |
| By: | /s/ JAMES W.<br> KISER |
| James W. Kiser | |
| President and Chief Executive Officer | |
| Date: | March 31, 2026 |
| By: | /s/ CHRISTOPHER<br> G. SPEAKS |
| Christopher G. Speaks | |
| Executive Vice President and Chief Financial Officer | |
| Date: | March 31, 2026 |
81
POWER OF ATTORNEY
Each of the undersigned hereby appoints James W. Kiser and Christopher G. Speaks, and each of them, as attorneys and agents for the undersigned, with full power of substitution, in his name and on his behalf as a director of New Peoples Bankshares, Inc. (the “Registrant”), to act and to execute any and all instruments as such attorneys or attorney deem necessary or advisable to enable the Registrant to comply with the Securities Exchange Act of 1934, and any rules, regulations, policies or requirements of the Securities and Exchange Commission (the Commission) in respect thereof, in connection with the preparation and filing with the Commission of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Report”), and any and all amendments to such Report, together with such other supplements, statements, instruments and documents as such attorneys or attorney deem necessary or appropriate.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Signature | Capacity | Date |
|---|---|---|
| /s/ JAMES<br> W. KISER | President<br> and | March<br> 31, 2026 |
| James<br> W. Kiser | Chief<br> Executive Officer | |
| (Principal<br> Executive Officer) | ||
| /s/<br> CHRISTOPHER G. SPEAKS | Executive<br> Vice President and Chief Financial Officer | March<br> 31, 2026 |
| Christopher<br> G. Speaks | (Principal Financial<br> and Accounting Officer) | |
| /s/<br> TIM W. BALL | Director | March<br> 31, 2026 |
| Tim<br> W. Ball | ||
| /s/<br> GINA D. BOGGESS | Director | March<br> 31, 2026 |
| Gina<br> D. Boggess | ||
| /s/<br> J. ROBERT BUCHANAN | Director | March<br> 31, 2026 |
| J.<br> Robert Buchanan | ||
| /s/<br> JOE M CARTER | Director | March<br> 31,2026 |
| Joe<br> M. Carter | ||
| /s/<br> JOHN D. COX | Director | March<br> 31, 2026 |
| John<br> D. Cox | ||
| /s/<br> HAROLD LYNN KEENE | Chairman,<br> Director | March<br> 31, 2026 |
| Harold<br> Lynn Keene | ||
| /s/<br> MICHAEL G. MCGLOTHLIN | Director | March<br> 31, 2026 |
| Michael<br> G. McGlothlin | ||
| /s/<br> B. SCOTT WHITE | Vice<br> Chairman, Director | March<br> 31, 2026 |
| B.<br> Scott White |
82
Exhibit 19
NEW PEOPLESBANKSHARES, INC.
SECURITIES TRADINGPOLICY
March 16, 2026
POLICY ON INSIDER TRADING
The New Peoples Bankshares, Inc. (the “Company”) Securities Trading Policy (the “Policy”) applies to directors, officers, employees or consultants of the Company and states that neither you nor your immediate family or household members may, while in the possession of material nonpublic information (“MNPI”) relating to the Company, directly or indirectly, trade in stock of the Company, gift stock of the Company, disclose such information to others who may trade (commonly known as “tipping”) in stock of the Company, recommend that anyone trade stock in stock of the Company on the basis of that information, or engage in any other action to take personal advantage of that information. MNPI may not be disclosed to others (including spouses, relatives, and business or social acquaintances) unless there is a legitimate business need to do so on behalf of the Company.
The purchase or sale of stock of the Company or stock of any other company while in the possession of MNPI about the Company or such other company (i) with which the Company does business, including customers, vendors or suppliers of the Company, or (ii) that is involved in a potential transaction or business relationship with the Company, and the selective disclosure of such information to others who may trade (“tipping”), is prohibited by Federal and state securities laws, including Rule 10b-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The purpose of the rule is to put company insiders, and those with whom they may communicate MNPI, on an equal footing with the public at large when making stock trades. After the information is disclosed to the public by the Company’s press releases, releases of quarterly or annual financial results, or by other public dissemination, (or the same from such other company), then, subject to compliance with this Policy, it may be permissible to trade.
If you know something that would likely be considered relevant by an investor in determining whether to buy or sell a company’s stock, you may not trade or tip anyone else as to that information until the information has been fully disclosed to the public.
The Company has adopted this Policy to address issues raised when you, or your immediate family or household members, trade in the Company’s stock (or in the stock of another company), while in the possession of MNPI about the Company (or about the other company, if received in the course of your duties with the Company). The Company has adopted this Policy in an effort to guide your compliance with the law, and to avoid the appearance of improper conduct.
It is also the policy of the Company that the Company will not engage in transactions in the Company’s securities while aware of material nonpublic information relating to the Company.
1
SECTION 16 INSIDERS AND REQUIRED DISCLOSURES
Section 16(a) of the Exchange Act (“Section 16(a)”) requires insiders of a publicly-traded company to file reports with the SEC disclosing their transactions in the company’s equity securities including options, restricted stock units, and other derivative securities. One of the purposes of the reporting obligation is to provide current stock ownership information about insiders to the public. Another purpose of the reporting obligation is to prevent and track short-term trading of the company’s securities by insiders of a company. The directors of the Company and New Peoples Bank, Inc. and all officers determined by the Company to be required to file stock ownership reports with the Securities and Exchange Commission (the “SEC”) under Section 16(a), including the Chief Executive Officer, President, Chief Financial Officer, all Executive Vice Presidents, and the Principal Accounting Officer, are referred to in this Policy as “Section 16 Insiders.” If you have questions as to whether you are a Section 16 Insider, contact the Corporate Secretary or Assistant Corporate Secretary.
The obligation to file Section 16(a) reports with the SEC rests with the insider and not the Company, but the Company will assist its Section 16 Insiders in meeting these reporting obligations. To ensure compliance under Section 16(a), all Section 16 Insiders must pre-clear with the Company’s Assistant Corporate Secretary all proposed transactions, including gifts, in the Company’s equity securities that may be considered to be beneficially owned by the Section 16 Insider.
Initially, each Section 16 Insider must file an Initial Statement of Beneficial Ownership of Securities (Form 3) with the SEC listing the amount of the Company’s securities the Section 16 Insider beneficially owns within 10 days of his or her designation as a Section 16 Insider of the Company. Changes in the beneficial ownership of the Company’s securities must be reported on a Form 4 within two business days of the date on which the change in beneficial ownership occurs. In addition, each Section 16 Insider is required to file a form 5 within 45 days after the Company’s fiscal year-end, unless the insider has previously reported on Form 4 all changes in beneficial ownership.
SHORT-SWING PROFITS – SECTION 16(b)
In addition to the reporting requirements, Section 16 Insiders are subject to civil liability for certain “short-swing” transactions under Section 16(b) of the Exchange Act (“Section 16(b)”). In particular, to prevent the unfair use of information which may have been obtained by an insider, Section 16(b) subjects the insider to liability for any profits realized by the insider from any purchase and sale or sale followed by a purchase of Company stock during a six-month period. Any purchase and sale within the relevant timeframe will be matched for purposes of this section. Liability is absolute even if the purchase or sale took place after full disclosure and without the use of any inside information. The insider would be liable even if compelled to sell for personal reasons.
2
Section 16(b) requires the disgorgement of all profits made on short-swing trades by all Section 16 Insiders. Therefore, this Policy prohibits Section 16 Insiders from making a short-swing trade if it would result in profits that would be required to be disgorged.
RULE 144
The Securities Act of 1933, as amended (the “Securities Act”), generally requires that all offers and sales of stock be registered with the SEC under such act (and the stock itself registered), or such transactions and related securities must qualify under an exemption from the registration requirements. SEC Rule 144 issued pursuant to the Securities Act provides an exemption from such registration requirements for Section 16 Insiders under certain conditions.
Section 16 Insiders are permitted to sell, during any three-month period, an amount not exceeding the greater of (i) 1% of the outstanding shares of the same class being sold; and (ii) the average weekly trading volume of such stock for the four-week period immediately preceding the sale. Affiliate sales must be generally made in broker’s or market maker’s transactions.
If the relevant sales exceed 5,000 shares or $50,000 in any three-month period, the seller also must file a Notice of Proposed Sale on Form 144 with the SEC, concurrently with or prior to the sale.
If you are a Section 16 Insider of the Company and are contemplating a sale of Company stock, you are required to first contact the Company’s Assistant Corporate Secretary and instruct your broker to do the same prior to the sale.
POTENTIAL CONSEQUENCES OF INSIDER TRADING
Violations of Federal securities laws can result in civil and criminal penalties for an individual, as well as the individual’s supervisors and the Company. The potential consequences of insider trading violations are:
For individuals who trade on MNPI (or tip such information to others):
| • | Disgorgement<br> of the profit gained or loss avoided; |
|---|---|
| • | A<br> civil penalty of up to three times the profit gained or loss avoided; |
| --- | --- |
| • | A<br> criminal fine (no matter how small the profit) of up to $5 million; |
| --- | --- |
| • | A<br> jail term of up to twenty years; and |
| --- | --- |
| • | An<br> order enjoining the individual from further violations of the securities laws. |
| --- | --- |
For a company (and possibly an individual supervisor, as a “controlling person”) that fails to take appropriate steps to prevent illegal trading by its insiders:
| • | A<br> civil penalty of up to the greater of $1 million or three times the profit gained or loss<br> avoided as a result of the employee's violation; and |
|---|---|
| • | A<br> criminal penalty of up to $25 million. |
| --- | --- |
The Company also may impose other sanctions (including loss of benefits, or even dismissal) if you fail to comply with this Policy.
3
MATERIAL INFORMATION
“Material information” is any information, either positive or negative (i) relating to a company (in addition to the Company), including any company with which the Company does business; (ii) that has not been adequately disseminated to the investing public generally; and (iii) the disclosure of which would likely affect the market price of such company’s stock or which would likely be considered important by a reasonable investor in a decision to buy, sell, hold or engage in other investment transactions with respect to such company’s stock. Some examples of information that could be potentially material, depending on the magnitude and certainty of the event, are:
| • | Projections<br> of future earnings or losses or changes in such projections; |
|---|---|
| • | Changes<br> in earnings or loan loss provisions, or financial liquidity problems; |
| --- | --- |
| • | A<br> pending or prospective joint venture, merger, acquisition, tender offer or financing; |
| --- | --- |
| • | A<br> significant sale of assets or disposition of a subsidiary; |
| --- | --- |
| • | The<br> gain or loss of a material contract, customer or supplier or material changes in the profitability<br> status of a current contract; |
| --- | --- |
| • | The<br> development or release of a new product or service; |
| --- | --- |
| • | Actual<br> or potential exposure to major litigation or regulatory enforcement actions, or developments<br> regarding such litigation or actions; |
| --- | --- |
| • | Changes<br> in management or other major personnel changes; |
| --- | --- |
| • | Imposition<br> or modification of regulatory restrictions not applicable to bank holding companies generally; |
| --- | --- |
| • | Significant<br> increases or decreases in dividends or the declaration of a stock split or the offering of<br> additional stock; |
| --- | --- |
| • | A<br> significant disruption in a company’s<br> operations or loss, potential loss, breach, or unauthorized access of its property or assets,<br> including its facilities or information technology infrastructure (including a significant<br> cybersecurity incident); and |
| --- | --- |
| • | Other<br> events requiring the filing of a Current Report on Form 8-K with the SEC. |
| --- | --- |
Remember that such information may also be material with regard to another company. You should be particularly aware of information relating to, or arising from, a planned significant transaction, relationship, or change in an existing relationship between any other company and the Company.
Because trading that receives scrutiny will be evaluated after the fact, with the benefit of hindsight, and may show that MNPI was available to the individual making the trade, questions concerning the materiality of particular information should be resolved in favor of materiality. It does not matter that an individual may have a significant or justifiable reason for a trade; there are no exceptions to this Policy.
NONPUBLIC INFORMATION
“Nonpublic information” is information that is not generally known or available to the public. Information is considered to be available to the public only when it has been released to the public through appropriate channels (e.g., by means of an SEC filing, press release or a public statement from one of the Company’s senior officers), and enough time has elapsed to permit the investment market to absorb and evaluate the information. To allow enough time for the market to absorb the information, you should generally not trade until after at least two full trading days following public disclosure.
4
The circulation of rumors or “talk on the street,” even if accurate, widespread and reported in the media, does not constitute public disclosure. Also, you may not take it upon yourself to publicly announce what you believe to be MNPI in order to trade. Only the appropriate designated officers of the Company can make the decision to disclose.
Ifyou are unsure whether information is material or nonpublic, you should consult with the Corporate Secretary or Assistant Corporate Secretary.
TRADING
“Trading” includes purchases and sales of stocks, bonds, debentures, options, puts, calls and other similar securities. It also includes trades made pursuant to any investment direction under employee benefit plans as well as trades in the open market. For example, sales of stock acquired through a dividend reinvestment plan or transactions in the self- directed portion of a 401(k) plan are covered by this Policy. This Policy also applies to the exercise of options using swapped shares, or with an immediate sale of some or all of the stock through a broker, including a “cashless” exercise of stock options.
NEW PEOPLES BANKSHARES, INC.’S WINDOW TRADING PERIODS
As each fiscal quarter draws to a close, you are more likely to be assumed to have knowledge of the Company’s earnings for that quarter, even if you actually have no such knowledge. Therefore, in order to avoid the appearance of impropriety in trades around the time of announcements of annual and quarterly financial results, and subject to any other imposed blackout periods, the Company requires that you and your immediate family and household members do not make any trades in, or gifts of, the Company’s stock during the period beginning 14 calendar days before the end of each fiscal quarter, and ending after the second full trading day after earnings have been publicly announced. Of course, if you are actually aware of the Company’s earnings prior to the time of their public announcement, or of any other MNPI, you may not trade or gift stock even if you are outside this period. For more information regarding blackout periods, please contact the Assistant Corporate Secretary.
NEW PEOPLES BANKSHARES, INC.’S BLACKOUT PERIODS
In order to avoid the appearance of impropriety in trades during especially sensitive periods, the Corporate Secretary or Assistant Corporate Secretary may from time-to-time temporarily prohibit all or a group of the Company’s employees, consultants, officers or directors, those of its subsidiaries, and their immediate family and household members, from trading in the Company’s stock. If the Company imposes such a blackout and it applies to you, then you may not trade until the blackout is lifted. You may not disclose to anyone the fact that the Company has imposed a trading blackout.
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For purposes of this section, the declaration of a dividend to shareholders by the Board of Directors constitutes MNPI. Any director, officer, employee, or other person who is aware of a declared or proposed dividend may not trade in the Company’s securities from the time such person becomes aware of the dividend until two full trading days after the Company has publicly announced the dividend through a press release, SEC filing, or other broadly disseminated public disclosure.
PUTS, CALLS, OR OTHER HEDGING INSTRUMENTS ON COMPANY STOCK
Under this Policy, you and your immediate family and household members are prohibited from hedging the risk in Company stock by buying or selling publicly-traded options, puts, calls, or other derivative instruments related to Company stock.
SHORT SALES OF COMPANY STOCK
Under this Policy, you and your immediate family and household members are prohibited from effecting “short sales” of the Company’s stock and certain “short sales against the box.” These are transactions involving stock that the seller does not own at the time of the sale, or if owned, that are not delivered within 20 days after the sale or deposited in the mail or other usual channels of transportation within five days of the sale. Any violation of this provision may result in criminal liability.
PLEDGING COMPANY STOCK AS COLLATERAL FOR A LOAN
Under this Policy, you and your immediate family and household members are prohibited from pledging Company stock as collateral for a loan. This would include the use of a traditional margin account with a broker-dealer.
GIFTS OF COMPANY STOCK
Gifts, like a purchase or sale, may be subject to criminal and civil liability if the donor (i) was aware of MNPI about the Company or its stock and (ii) knew or was reckless in not knowing that the donee would sell the stock prior to the disclosure of such information. As such, gifts of stock of the Company may not be made during a trading blackout period. Gifts of stock of the Company must also be reported on a Form 4, and are subject to pre-clearance. Please see the section titled “Section 16 Insiders and Required Disclosures.”
TIPPING
“Tipping” is subject to the same civil and criminal penalties that apply to other types of insider trading, regardless of whether you or your “tippee” benefited or profited.
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EMERGENCY SITUATIONS
Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not an exception to this Policy. Even the appearance of an improper transaction must be avoided, both to make sure that you comply with the law and to preserve the Company’s reputation for adhering to the highest standards of conduct.
REQUIREMENTS BEFORE MAKING ANY TRADE IN COMPANY STOCK
Section 16 Insiders and their immediate family and household members must pre-clear with the Assistant Corporate Secretary any trades or gifts of Company stock, other than trades pursuant to a pre-approved 10b5-1 plan described below. Any pre-cleared trade must be executed within five business days from the date of pre-clearance. Trades must again be pre-cleared should you fail to make the pre- cleared trade within the 5-business day period. Pre-clearance by the Company should not be construed as the Company giving legal advice or a representation or warranty that the trade(s) complies with applicable securities and other federal or state laws.
RULE 10b5-1 PLANS
Trading plans meeting the requirements of SEC Rule 10b5-1 (“Rule 10b5-1”) are permitted under this Policy. Rule 10b5-1 provides a limited safe harbor from insider trading liability for certain purchases or sales in accordance with plans that are adopted when an individual is not in possession of MNPI. If you have implemented such a plan in accordance with the rule and this Policy, Company stock may be purchased or sold under a Rule 10b5-1 plan without pre- clearing the particular trade, even if you are in possession of MNPI, but once the plan is adopted you cannot exercise any influence over the amount of stock to be traded, the price at which they are to be traded or the date of the trade. All Rule 10b5-1 plans must be entered into during a window period when there is no undisclosed material information and must be pre-approved by the Company.
Specifically, Rule 10b5-1 imposes a variety of strict requirements in order to take advantage of the safe harbor:
| • | First,<br> the plan can only be adopted at a time when the insider was not aware of any MNPI about the<br> Company. |
|---|---|
| • | Second,<br> the plan must take the form of a binding contract for purchase or sale, an instruction to<br> a third party to buy or sell, or a written plan for trading. |
| --- | --- |
| • | Third,<br> the plan must either specify the amount of stock to be traded, the trade price and the date<br> of trade, set forth a formula for determining those items, or fully delegate the decisions<br> on those items to a third party who is not in possession of MNPI when making the determination. |
| --- | --- |
| • | Fourth,<br> the plan cannot allow the insider to exercise any subsequent influence over how, when, or<br> whether to make purchases or sales. |
| --- | --- |
| • | Fifth,<br> the transaction must occur strictly in compliance with the plan. |
| --- | --- |
| • | Sixth,<br> the plan must have been entered into in good faith and not as part of a plan or scheme<br>to evade the prohibitions of Rule 10b5-1, and the terms of the plan must be carried out in good faith. |
| --- | --- |
| • | Seventh,<br> trading pursuant to the plan cannot occur until the applicable “cooling-off period”<br> has elapsed. For directors and officers, no trading can occur until the later of (i) 90 days<br> after the adoption or modification of the plan, and (ii) two business days following the<br> disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the completed<br> fiscal quarter in which the plan was adopted (but, in any event, not to exceed 120 days after<br> adoption or modification of the plan). For insiders who are not directors or officers, no<br> trading can occur until 30 days after the adoption or modification of the plan. |
| --- | --- |
| • | Eighth,<br> for plans adopted by directors and officers, each applicable officer and director must provide<br> a representation in the plan certifying, on the date of adoption or modification of the plan,<br> the director or officer is (i) not aware of any MNPI about the underlying security or the<br> Company, and (ii) is adopting the plan in good faith and not as part of a plan or scheme<br> to evade the prohibitions of Rule 10b5-1. |
| --- | --- |
| • | Ninth,<br> with limited exemptions under Rule 10b5-1, no overlapping plans are permitted. More specifically,<br> you cannot use more than one 10b5-1 plan at a time for purchases or sales of the Company’s<br> securities. |
| --- | --- |
| • | Tenth,<br> insiders cannot have more than one plan designed to effect the purchase or sale of Company<br> securities as a single transaction during any 12-month period that would qualify for the<br> safe harbor under Rule 10b5-1 for purchases or sales of the Company’s securities. |
| --- | --- |
If you, or one of your immediate family or household members, wish to set up a Rule 10b5-1 plan, you must provide the Company with a written plan prior to it going in effect. Sales and purchases will only be allowed pursuant to a Rule 10b5-1 plan if the plan is pre-approved by the Company.
While pre-clearance of trades under an approved Rule 10b5-1 plan is not required, please remember that these trades must still be reported timely under Section 16(a), usually within two business days of the trade.
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POLICYADMINISTRATION
The Chief Executive Officer, or the Chief Financial Officer or the Company Secretary, if so, designated by the Chief Executive Officer, shall be responsible for administration of this Policy (the “Policy Administrator”). All determinations and interpretations by the Policy Administrator shall be final and not subject to further review. The Policy Administrator may not trade in the Company’s Securities unless such trade has been pre-cleared in accordance with this Policy by the Corporate Secretary or Assistant Corporate Secretary.
QUESTIONS
The ultimate responsibility for adhering to this Policy and avoiding improper trading rests with you. If you have any questions concerning this Policy or your obligations, please contact the Corporate Secretary’s office at (276) 254-0797, chriss@newpeoples.bank.
The Company may modify this Policy at any time. This Policy can be found at
www.newpeoples.bank under the About Us/New Peoples Bankshares/About New Peoples Bankshares.
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Exhibit 21
| Name<br> of Subsidiary | Incorporation |
|---|---|
| New Peoples Bank, Inc. | State of Virginia |
| NPB Web Services, Inc. | State of Virginia |
| NPB Capital Trust I | State of Delaware |
| NPB Capital Trust 2 | State of Delaware |
Exhibit 31.1
CERTIFICATION
I, James W. Kiser, certify that:
I have reviewed this annual report on Form 10-K for the year ended December 31, 2025 of New Peoples Bankshares, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(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
- 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.
| Date: March<br> 31, 2026 | /s/<br> JAMES W. KISER |
|---|---|
| James<br> W. Kiser | |
| President<br> & Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Christopher G. Speaks, certify that:
I have reviewed this annual report on Form 10-K for the year ended December 31, 2025 of New Peoples Bankshares, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(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
- 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<br> significant deficiencies and material weaknesses in the design or operation of internal control<br> over financial reporting which are reasonably likely to adversely affect the registrant’s<br> ability to record, process, summarize and report financial information; and |
|---|---|
| (b) | Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the registrant’s internal control over financial reporting. |
| --- | --- |
| Date: March<br> 31, 2026 | /s/<br> CHRISTOPHER G. SPEAKS |
| --- | --- |
| Christopher<br> G. Speaks | |
| Executive<br> Vice President & Chief Financial Officer |
Exhibit 32
CERTIFICATION OFCHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
The undersigned, as the Chief Executive Officer and Chief Financial Officer respectively, of New Peoples Bankshares, Inc., certify that, to the best of their knowledge and belief, the Annual Report on Form 10-K for the year ended December 31, 2025, which accompanies this certification, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of New Peoples Bankshares, Inc. at the dates and for the periods indicated. The foregoing certification is made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) and shall not be relied upon for any other purpose. The undersigned expressly disclaim any obligation to update the foregoing certification except as required by law.
| Date: March<br> 31, 2026 | /s/<br> JAMES W. KISER |
|---|---|
| James<br> W. Kiser | |
| President<br> & Chief Executive Officer | |
| Date: March<br> 31, 2026 | /s/<br> CHRISTOPHER G. SPEAKS |
| Christopher<br> G. Speaks | |
| Executive<br> Vice President & Chief Financial Officer |