miff20260129_8k.htm
false 0000779227 0000779227 2026-02-03 2026-02-03
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
incorporation)
(Commission
File Number)
(I.R.S. Employer
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
   
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
                                     
 
 

Exhibit 99.1

 

 

Press Release For 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

Consolidated Balance Sheets

($ in thousands, except share and per share data)

 

   

(Unaudited)

         
   

December 31,

   

December 31,

 
   

2025

   

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  

* Derived from consolidated audited financial statements

 

 

 

Steele Bancorp, Inc. and Subsidiary 

Consolidated Statements of Income

(Unaudited)

($ in thousands, except per share data)

 

   

Three Months

Ended December 31,

   

Years Ended

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.

Key Ratios and Other Data

(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.

Asset Quality Data

(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 %