8-K

STEELE BANCORP INC (STLE)

8-K 2026-02-03 For: 2026-02-03
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

February 3, 2026

Date of Report (Date of earliest event reported)

Steele Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania 333-284191 23-2362874
(State or other jurisdiction of<br><br> <br>incorporation) (Commission<br><br> <br>File Number) (I.R.S. Employer<br><br> <br>Identification No.)

250 East Chestnut Street

Mifflinburg, PA 17844

(Address of principal executive offices)

570-966-1041

(Registrant’s telephone number, including area code)

N/A

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

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
None None None

Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☐

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


ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 3, 2026, Steele Bancorp, Inc. issued a press release titled “Steele Bancorp, Inc., Reports Fourth Quarter 2025 Earnings” attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference announcing the consolidated earnings for the quarter and year ended December 31,2025.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable

(b) Not applicable

(c) Not applicable

**(**d) Exhibits.

Exhibit Number Description
99.1 Press Release issued by Steele Bancorp, Inc. on February 3, 2026 titled “Steele Bancorp, Inc., Reports Fourth Quarter 2025 Earnings”
104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURE

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

Date:         February 3, 2026 Steele Bancorp, Inc.
By: /s/ Thomas C. Graver Jr.
Name: Thomas C. Graver Jr.
Title: Senior Executive Vice President & Chief Financial Officer

ex_913899.htm

Exhibit 99.1

Press ReleaseFor Immediate Release

Tuesday, February 3, 2026

Steele Bancorp, Inc., Reports Fourth Quarter 2025 Earnings

Mifflinburg, PA – Steele Bancorp, Inc. (“Company”) (OTCID Pink: “STLE”), parent company of Central Penn Bank and Trust (“Bank”), has released its unaudited consolidated financial statements for the fourth quarter of 2025.

Merger with Northumberland Bancorp

On August 1, 2025, Mifflinburg Bancorp, Inc. ("Mifflinburg") completed its previously announced merger with Northumberland Bancorp ("Northumberland") pursuant to an Agreement and Plan of Merger, dated as of September 24, 2024, as amended December 4, 2024 (the "Merger Agreement"), by and between Mifflinburg and Northumberland. Under the terms of the Merger Agreement, (i) Northumberland merged with and into Mifflinburg, with Mifflinburg being the surviving entity, and (ii) Northumberland's wholly-owned banking subsidiary, The Northumberland National Bank ("Norry Bank"), merged with and into Mifflinburg's wholly-owned banking subsidiary, Mifflinburg Bank and Trust Company ("Mifflinburg Bank"), with Mifflinburg Bank being the surviving bank (the "Mergers"). In connection with the Mergers, Mifflinburg changed its name to Steele Bancorp, Inc. and Mifflinburg Bank changed its name to Central Penn Bank & Trust (“Central Penn”).

In connection with the completion of the merger, former Northumberland shareholders received 1.185 shares of the Company’s common stock for each share of Northumberland common stock. The value of the total transaction consideration was approximately $40.45 million. The consideration included the issuance of 1,546,725 shares of the Company’s common stock, which had a value of $26.00 per share, which was the closing price of the Company’s common stock on July 31, 2025, the last trading day prior to the consummation of the acquisition. Also included in the total consideration was cash in lieu of any fractional shares and the cash paid for dissenter's rights effectively settled upon closing.

In connection with the acquisition, the Company recorded a bargain purchase gain of $17.83 million and a core deposit intangible asset of $14.66 million. Subsequent to the merger date, measurement period adjustments were made adjusting the bargain purchase gain to $18.30 million. Assets acquired included gross loans valued at $427.07 million, available-for-sale debt securities valued at $165.66 million, bank-owned life insurance valued at $14.85 million and premises and equipment, net, valued at $9.74 million. Liabilities assumed included deposits valued at $597.06 million, borrowings valued at $20.12 million, and subordinated debt valued at $9.75 million. The fair value adjustments made to the acquired assets and liabilities of Northumberland are considered preliminary at this time and are subject to change as the Company finalizes its fair value determinations. The assets purchased and liabilities assumed in the acquisition were recorded at their preliminary estimated fair values at the time of closing and may be adjusted for up to one year subsequent to the acquisition.

For the year ended December 31, 2025, the Company incurred pre-tax merger-related expenses related to the Northumberland transaction of $5.52 million, including expenses totaling $1.40 million in the fourth quarter 2025. Merger-related expenses include voluntary severance and similar expenses as well as expenses related to the termination of Northumberland’s core banking system contract and legal and other professional expenses. During the third quarter 2025, the Company recorded a provision for credit losses of $4.01 million for acquired non-Purchase Credit Deteriorated (“PCD”) loans.

Unaudited Financial Information

Net income, as reported under U.S. Generally Accepted Accounting Principles (“GAAP”), for the quarter-ended December 31, 2025, was $5.59 million compared to $421 thousand for the same period in 2024, a 1,226.6% increase. Net income year-to-date for 2025 was $22.89 million compared to $4.48 million for the same period in 2024, a 410.8% increase. Net income for the quarter and year ended December 31, 2025, was significantly impacted by bargain purchase gain and merger related expenses, as described in further detail in the Merger with Northumberland Bancorp section above. Basic and diluted earnings per share for the quarters-ended December 31, 2025 and 2024 were $1.64 and $0.23, respectively. Return on average assets and return on average equity were 2.60% and 27.77% for the year ended December 31, 2025 compared to 0.78% and 7.98% for the same period of 2024.


Net interest income for the three months ended December 31, 2025 was $12.25 million compared to $4.52 million for the same period in 2024, a 171.0% increase. Net interest income for the year ended December 31, 2025 was $31.85 million compared to $16.67 million for the same period in 2024, a 91.0% increase. The significant increase in net interest income is primarily driven by the increase in loans and securities balances due to the merger with Northumberland and by market interest rates starting to decline thus decreasing the cost of funds. Yield on earning assets increased 159 basis points, to 6.11% for the quarter-ended December 31, 2025 compared to the quarter-ended December 31, 2024, and the cost of funds increased 17 basis points, to 2.29%, as compared to the same time period in 2024. The net interest margin increased from 2.78% for the quarter-ended December 31, 2024 to 4.32% for the quarter-ended December 31, 2025.

The Bank recorded a provision for credit losses of $801 thousand for the three months ended December 31, 2025, compared to a provision of $512 thousand for the three months ended December 31, 2024. The Bank recorded a provision for credit losses of $5.19 million for the year ended December 31, 2025, which included a provision for credit losses for loans of $4.85 million and a provision for credit losses for unfunded commitments of $340 thousand. The Bank recorded a provision for credit losses of $680 thousand for the year ended December 31, 2024.

Non-interest income increased by $1.90 million, or 332.1%, to $2.48 million for the three months ended December 31, 2025, from the $573 thousand recognized during the same period of 2024. Non-interest income increased by $20.69 million, or 1050.1%, to $22.66 million for the year ended December 31, 2025, from the $1.97 million recognized during the same period of 2024. The increase in non-interest income for the quarter and year ended December 31, 2025 is primarily due to the bargain purchase gain of $477 thousand for the quarter and $18.30 million for the year recognized in association with the merger with Northumberland, respectively.

Non-interest expenses increased $4.50 million or 111.9%, from $4.02 million for the three months ended December 31, 2024, to $8.52 million for the three months ended December 31, 2025. The increase in non-interest expense is primarily the result of an increase of $1.08 million in salaries and employee benefits and an increase of $965 thousand in merger expenses due to the merger with Northumberland. Non-interest expenses increased $13.08 million or 103.9%, from $12.59 million for the year ended December 31, 2024, to $25.66 million for the year ended December 31, 2025. The increase in non-interest expense year-to-date is primarily the result of an increase of $4.98 million in merger related expenses and an increase of $3.78 million in salaries and employee benefits due to the merger with Northumberland.

An income tax benefit of $172 thousand was recorded for the three months ended December 31, 2025, compared to an income tax provision of $144 thousand for the three months ended December 31, 2024. An income tax provision of $760 thousand was recorded for the year ended December 31, 2025, compared to an income tax provision of $894 thousand for the same period in 2024, a 15.0% decrease. The decrease in income tax expense was due to increased non-taxable income offset by nondeductible merger expenses in 2025 as compared to 2024. Included in non-interest income is the bargain purchase gain of $18.30 million, which is non-taxable as result of the tax-free exchange associated with the acquisition of Northumberland.

Financial Condition

Total assets increased to $1.26 billion as of December 31, 2025 from $596.70 million as of December 31, 2024, an increase of 111.3%. Cash and cash equivalents increased $39.83 million from December 31, 2024 to December 31, 2025. Net loans increased by $476.31 million, or 110.3%, securities available for sale increased $104.75 million and core deposit intangible increased $13.55 million from December 31, 2024 to December 31, 2025. Total deposits increased $621.25 million from December 31, 2024 to December 31, 2025, Federal Home Loan Bank advances decreased $37.55 million from December 31, 2024 to December 31, 2025, and subordinated debt increased $9.89 million from December 31, 2024 to December 31, 2025. All increases are primarily the result of the acquisition of Northumberland.

When compared to December 31, 2024, stockholders’ equity, excluding accumulated other comprehensive loss, increased $59.20 million to $119.54 million as of December 31, 2025. Steele Bancorp, Inc. remains well capitalized, with a total equity-to-assets ratio of 9.39% and 9.37% as of December 31, 2025 and December 31, 2024, respectively.


The Bank maintained a strong liquidity position as of December 31, 2025, with additional borrowing capacity with the Federal Home Loan Bank of Pittsburgh of $432.94 million and $4.79 million in additional borrowing capacity from the Federal Reserve’s Discount Window.

About Steele Bancorp, Inc.

Steele Bancorp, Inc. is a bank holding company headquartered in Mifflinburg, Pennsylvania. The Company has one subsidiary bank, Central Penn Bank & Trust, serving individuals, families, nonprofits, and business clients through 13 banking offices located in Centre, Northumberland, Snyder, and Union counties. The Bank has 177 employees as of December 31, 2025.

Cautionary Note Regarding Forward Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of current or historical fact and involve substantial risks and uncertainties. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "plans," "projects," "may," "will," "should," and other similar expressions can be used to identify forward-looking statements. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements include, but are not limited to the following: costs or difficulties related to integration following the merger; the risk that the anticipated benefits, cost savings and other savings from the merger may not be fully realized or may take longer than expected to realize; potential impairment to the goodwill recorded in connection with the merger; changes in general economic trends, including inflation and changes in interest rates; our ability to manage credit risk; our ability to maintain an adequate level of allowance for credit loss on loans; increased competition; changes in consumer demand for financial services; our ability to control costs and expenses; fluctuations in the values of securities held in our securities portfolio, including as a result of changes in interest rates; our ability to successfully manage liquidity risk; adverse developments in borrower industries and, in particular, declines in real estate values; the concentration of large deposits from certain customers who have balances above current FDIC insurance limits; changes in and compliance with federal and state laws that regulate our business and capital levels; our ability to raise capital as needed; and any other risks described in the “Risk Factors” sections of reports filed by the Company with the Securities and Exchange Commission. We do not undertake, and specifically disclaim, any obligation to publicly revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements, except as required by law. Accordingly, you should not place undue reliance on forward-looking statements.


Steele Bancorp, Inc. and Subsidiary<br><br> <br>Consolidated Balance Sheets<br><br> <br>($ in thousands, except share and per share data)
**** **** ****
--- --- --- --- --- ---
December 31,
2024 *
Assets
Cash and due from banks 7,633 $ 4,580
Interest-bearing demand deposits 35,204 3,213
Federal funds sold 6,173 1,386
Total cash and cash equivalents 49,010 9,179
Interest-bearing time deposits 5,923 10,369
Debt securities available-for-sale, at fair value 220,807 116,053
Marketable equity securities, at fair value 613 268
Restricted investments in bank stock, at cost 2,717 2,300
Loans 918,171 436,339
Allowance for credit losses (9,904 ) (4,379 )
Loans, net 908,267 431,960
Premises and equipment, net 17,928 8,251
Accrued interest receivable 4,075 1,804
Core deposit intangible, net 13,551 -
Bank owned life insurance 28,233 12,966
Net deferred tax asset 4,136 2,247
Other assets 5,511 1,305
Total Assets 1,260,771 $ 596,702
Liabilities and Stockholders' Equity **** **** **** **** ****
Liabilities **** **** **** **** ****
Deposits:
Noninterest-bearing deposits 221,306 $ 69,746
Interest-bearing deposits 889,468 419,783
Total deposits 1,110,774 489,529
Repurchase agreements 1,589 1,143
Federal Home Loan Bank advances 5,500 43,050
Subordinated debt, at fair value 9,892 -
Accrued interest payable 1,969 1,736
Other liabilities 12,648 5,327
Total Liabilities 1,142,372 540,785
Commitments and Contingencies
Redeemable Common Stock Held By Employee Stock Ownership Plan 4,600 1,877
Stockholders' Equity **** **** **** **** ****
Common stock, par value 1.00 per share; authorized 5,000,000 shares; issued 3,706,725 (2025) and 2,160,000 (2024) shares; outstanding 3,405,061 and 1,858,536 shares as of December 31, 2025 and December 31, 2024, respectively. 3,707 2,160
Capital surplus 40,595 1,899
Retained earnings 82,972 64,013
Accumulated other comprehensive loss (1,144 ) (4,424 )
Treasury stock, at cost: 2025: 301,664 shares; 2024: 301,464 shares (7,731 ) (7,731 )
Total Stockholders' Equity 118,399 55,917
Less maximum cash obligation to ESOP shares 4,600 1,877
Total Stockholders’ Equity Less Maximum Cash Obligations Related to ESOP Shares 113,799 54,040
Total Liabilities and Stockholders' Equity 1,260,771 $ 596,702

All values are in US Dollars.

* Derived from consolidated audited financial statements


Steele Bancorp, Inc. and Subsidiary<br><br> <br>Consolidated Statements of Income<br><br> <br>(Unaudited)<br><br> <br>($ in thousands, except per share data)
Three Months<br><br> <br>Ended December 31, Years Ended<br><br> <br>December 31,
--- --- --- --- --- --- --- --- --- --- --- ---
2025 2024 2025 2024
Interest and Dividend Income **** **** **** **** **** **** **** **** **** **** ****
Interest and fees on loans $ 14,913 $ 6,041 $ 40,285 $ 22,357
Interest-bearing deposits in banks **** 322 127 **** 876 546
Federal funds sold **** 69 93 **** 124 240
Securities:
Taxable **** 1,418 550 **** 3,662 1,963
Tax-exempt **** 599 294 **** 1,687 1,209
Dividends **** 152 47 **** 367 196
Total Interest and Dividend Income **** 17,473 7,152 **** 47,001 26,511
Interest Expense **** **** **** **** **** **** **** **** **** **** ****
Deposits **** 5,035 2,329 **** 13,816 8,677
Federal Home Loan Bank advances **** 72 198 **** 1,150 708
Federal Discount Window borrowings **** - 103 **** - 103
Other borrowings **** 112 - **** 188 349
Total Interest Expense **** 5,219 2,630 **** 15,154 9,837
Net Interest Income **** 12,254 4,522 **** 31,847 16,674
Provision for credit losses – loans **** 361 452 **** 4,852 569
Provision for credit losses – off balance sheet credit exposures **** 440 60 **** 340 111
Total Provision for credit losses **** 801 512 **** 5,192 680
Net Interest Income after provision for credit losses **** 11,453 4,010 **** 26,655 15,994
Noninterest Income **** **** **** **** **** **** **** **** **** **** ****
Service charges on deposit accounts **** 277 120 **** 763 451
ATM fees and debit card income **** 451 182 **** 1,189 762
Mortgage banking revenue **** 389 63 **** 632 250
Trust and investment fee income **** 445 19 **** 695 83
(Loss) gain on sale of premises **** (9 ) - **** 43 -
Loss on sale of securities **** - - **** (8 ) -
Gain on sale of other real estate owned **** - - 34 -
Net marketable equity security gains (losses) **** 94 57 **** 151 (55 )
Earnings on bank owned life insurance **** 163 66 **** 419 257
Bargain purchase gain **** 477 - **** 18,303 -
Other **** 189 66 **** 436 222
Total Noninterest Income **** 2,476 573 **** 22,657 1,970
Noninterest Expense **** **** **** **** **** **** **** **** **** **** ****
Salaries and employee benefits **** 3,242 2,159 **** 11,239 7,462
Net occupancy and equipment expense **** 655 288 **** 1,708 1,160
Amortization of core deposit intangible **** 666 - **** 1,111 -
Data processing fees **** 480 183 **** 1,078 698
Pennsylvania shares tax **** 108 114 **** 440 450
Professional fees **** 125 94 **** 315 202
Advertising expense **** 81 26 **** 221 122
FDIC deposit insurance **** 167 70 **** 430 259
Merger-related expenses **** 1,396 431 **** 5,516 537
Other **** 1,596 653 **** 3,606 1,699
Total Noninterest Expense **** 8,516 4,018 **** 25,664 12,589
Income Before Income Taxes **** 5,413 565 **** 23,648 5,375
Income Taxes **** (172 ) 144 **** 760 894
Net Income $ 5,585 $ 421 $ 22,888 $ 4,481
Earnings Per Share - Basic and Diluted $ 1.64 $ 0.23 $ 9.15 $ 2.41

Steele Bancorp, Inc.<br><br> <br>Key Ratios and Other Data<br><br> <br>(Unaudited)
At or for the Twelve Months Ended:
--- --- --- --- --- --- --- --- --- ---
($ in thousands) December 31, 2025 September 30, 2025 December 31, 2024
Average Balances **** **** **** **** **** **** **** **** ****
Cash and due from banks $ 6,879 $ 6,506 $ 5,510
Interest-bearing demand deposits **** 25,835 19,846 15,540
Securities available for sale, at fair value **** 166,560 145,832 125,023
Mortgage loans held for sale **** 178 122 48
Loans, gross **** 644,126 556,485 405,159
Loans, net of allowance for credit losses **** 637,669 551,079 401,292
Total assets **** 879,132 753,186 573,353
Noninterest bearing deposits $ 140,851 $ 113,548 $ 81,328
Interest-bearing and savings deposits **** 390,994 343,705 282,389
Time deposits **** 224,389 182,327 117,729
Total deposits **** 756,234 639,580 481,446
Stockholders' equity 82,410 70,833 56,129
Financial Ratios **** **** **** **** **** **** **** **** ****
Return on average assets **** 2.60 % 3.07 % 0.78 %
Return on average equity **** 27.77 % 32.66 % 7.98 %
Efficiency ratio (1) **** 47.09 % 48.47 % 70.08 %
Allowance for Loan Credit Losses **** **** **** **** **** **** **** **** ****
Beginning balance $ 4,379 $ 4,379 $ 3,861
Merger adjustment 725 725 -
Provision for credit losses **** 4,852 4,490 569
Charge-Offs **** (72 ) (97 ) (62 )
Recoveries **** 20 15 11
Ending balance $ 9,904 $ 9,512 $ 4,379
(1) The efficiency ratio is calculated as noninterest expense divided by the sum of noninterest income and net interest income.
--- ---

Steele Bancorp, Inc.<br><br> <br>Asset Quality Data<br><br> <br>(Unaudited)
As of the Period Ended
--- --- --- --- --- --- --- --- --- ---
($ in thousands) December 31, 2025 September 30, 2025 December 31, 2024
Nonperforming Assets **** **** **** **** **** **** **** **** ****
Nonaccrual loans $ 6,304 $ 1,591 $ 438
Other real estate owned **** - - -
Total nonperforming assets $ 6,304 $ 1,591 $ 438
Loans 90 days or more past due and accruing **** - - -
Asset Quality Ratios **** **** **** **** **** **** **** **** ****
Nonperforming assets to loans plus other real estate **** 0.69 % 0.18 % 0.10 %
Allowance for credit losses on loans to total loans **** 1.08 % 1.06 % 1.00 %
Allowance for credit losses on loans to nonperforming loans **** 157.12 % 597.86 % 999.77 %