10-K/A
Steele Bancorp Inc (STLE)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark one)
☒ 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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file Number 333-284191
Steele Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 23-2362874 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 250 East Chestnut Street, | |
| Mifflinburg, Pennsylvania | 17844 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (570) 966-1041 Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| None | None | None |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ No **** ☒ 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 ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes **** ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes **** ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” **** “accelerated filer,“ **** “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated Filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant 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 Exchange Act).
YES ☐ NO ☒
The aggregate market value of the registrant’s common stock held by non-affiliates at June 30, 2025, the registrant’s most recently completed second fiscal quarter, was $48,507,790.
The number of shares of common stock outstanding at March 30, 2026 was 3,405,061.
Documents Incorporated by Reference: Portions of the registrant’s proxy statement for the annual meeting of shareholders to be held on May 12, 2026 are incorporated by reference into Parts III and IV of this Annual Report on Form 10-K. Except as expressly incorporated by reference, the registrant’s definitive proxy statement shall not be deemed to be part of this report.
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Explanatory Note
Steele Bancorp, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which the Company filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026 (the “Original Form 10-K”). This Amendment is being filed solely to remove the reference to “(Unaudited)” from the headings to the Company’s consolidated Statements of Income, Comprehensive Income, Changes in Stockholders’ Equity and Cash Flows included in the Original Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment also contains the certifications required by Section 302 of the Sarbanes-Oxley Act of 2002, which are being filed as exhibits hereto.
Except as described above, this Amendment does not amend or update any other information contained in the Original Form 10-K, and the Original Form 10-K continues to speak as of the date of the original filing. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s filings made with the SEC subsequent to the date of the Original Form 10-K.
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STEELE BANCORP, INC. FORM 10-K
TABLE OF CONTENTS
| Page No | ||
|---|---|---|
| PART II | ||
| Item 8. | Financial Statements and Supplementary Data | 36 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 82 |
| INDEX TO EXHIBITS | 83 | |
| SIGNATURES | 85 |
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PART II
Item 8. Financial Statements and Supplementary Data
Steele Bancorp, Inc. and Subsidiary
Consolidated Balance Sheets
(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 | 4,039 | 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 | 6,233 | 1,305 | |||
| Total Assets | 1,261,457 | $ | 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, net | 9,892 | - | |||
| Accrued interest payable | 1,969 | 1,736 | |||
| Other liabilities | 13,334 | 5,327 | |||
| Total Liabilities | 1,143,058 | 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 | 1,261,457 | $ | 596,702 |
All values are in US Dollars.
See accompanying notes to consolidated financial statements
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Steele Bancorp, Inc. and Subsidiary
Consolidated Statements of Income
(in thousands, except per share data)
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Interest and Dividend Income | **** | **** | **** | **** | **** | **** |
| Interest and fees on loans | $ | 40,285 | $ | 22,357 | ||
| Interest-bearing deposits in banks and time deposits | **** | 876 | 546 | |||
| Federal funds sold | **** | 124 | 240 | |||
| Securities: | ||||||
| Taxable | **** | 3,662 | 1,963 | |||
| Tax-exempt | **** | 1,687 | 1,209 | |||
| Dividends | **** | 367 | 196 | |||
| Total Interest and Dividend Income | **** | 47,001 | 26,511 | |||
| Interest Expense | **** | **** | **** | **** | **** | **** |
| Deposits | **** | 13,816 | 8,677 | |||
| Federal Home Loan Bank advances | **** | 1,150 | 708 | |||
| Other borrowings | - | 452 | ||||
| Subordinated debt | **** | 188 | - | |||
| Total Interest Expense | **** | 15,154 | 9,837 | |||
| Net Interest Income | **** | 31,847 | 16,674 | |||
| Provision for credit losses - loans | **** | 4,852 | 569 | |||
| Provision for credit losses - off balance sheet credit exposures | **** | 340 | 111 | |||
| Provision for credit losses | **** | 5,192 | 680 | |||
| Net Interest Income after provision for credit losses | **** | 26,655 | 15,994 | |||
| Noninterest Income | **** | **** | **** | **** | **** | **** |
| Service charges on deposit accounts | **** | 763 | 451 | |||
| ATM fees and debit card income | **** | 1,189 | 762 | |||
| Mortgage banking revenue | **** | 632 | 250 | |||
| Trust and investment fee income | **** | 695 | 83 | |||
| Gain on sale of premises | **** | 43 | **** | - | ||
| Loss on sale of securities | **** | (8 | ) | **** | - | |
| Gain on sale of other real estate owned | **** | 34 | - | |||
| Net marketable equity security gains (losses) | **** | 151 | (55 | ) | ||
| Earnings on bank owned life insurance | **** | 419 | 257 | |||
| Bargain purchase gain | **** | 18,303 | **** | - | ||
| Other | **** | 436 | 222 | |||
| Total Noninterest Income | **** | 22,657 | 1,970 | |||
| Noninterest Expense | **** | **** | **** | **** | **** | **** |
| Salaries and employee benefits | **** | 11,239 | 7,462 | |||
| Net occupancy and equipment expense | **** | 1,708 | 1,160 | |||
| Amortization of core deposit intangible | **** | 1,111 | **** | - | ||
| Data processing fees | **** | 1,078 | 698 | |||
| Pennsylvania shares tax | **** | 440 | 450 | |||
| Professional fees | **** | 315 | 202 | |||
| Advertising expense | **** | 221 | 122 | |||
| FDIC deposit insurance | **** | 430 | 259 | |||
| Merger-related expenses | **** | 5,516 | 537 | |||
| Other | **** | 3,606 | 1,699 | |||
| Total Noninterest Expense | **** | 25,664 | 12,589 | |||
| Income Before Income Taxes | **** | 23,648 | 5,375 | |||
| Income Taxes | **** | 760 | 894 | |||
| Net Income | $ | 22,888 | $ | 4,481 | ||
| Earnings Per Share - Basic and Diluted | $ | 9.15 | $ | 2.41 |
See accompanying notes to consolidated financial statements.
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Steele Bancorp, Inc. and Subsidiary
Consolidated Statements of Comprehensive Income
(in thousands)
| 2024 | ||||
| Net Income | 22,888 | $ | 4,481 | |
| Other Comprehensive Income | **** | **** | **** | **** |
| Unrealized holding gains (losses) on debt securities available-for-sale, net of income taxes of 871 and (175), respectively | 3,274 | (655 | ) | |
| Reclassification adjustment for losses on available-for- sale securities included in net income, net of income taxes of 2 and -0-, respectively | 6 | - | ||
| Other comprehensive income (loss) | 3,280 | (655 | ) | |
| Total Comprehensive Income | 26,168 | $ | 3,826 |
All values are in US Dollars.
See accompanying notes to consolidated financial statements.
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Steele Bancorp, Inc. and Subsidiary
Consolidated Statements of Changes in Stockholders’ Equity
(in thousands)
| Capital<br> <br>Surplus | Retained<br> <br>Earnings | Accumulated<br> <br>Other<br> <br>Comprehensive<br> <br>(Loss) | Treasury<br> <br>Stock | Maximum<br> <br>Cash<br> <br>Obligation<br> <br>Related to<br> <br>ESOP<br> <br>Shares | Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, December 31, 2023 | 2,160 | $ | 1,899 | $ | 62,227 | $ | (3,769 | ) | $ | (7,731 | ) | $ | (1,764 | ) | $ | 53,022 | ||
| Net income | - | - | 4,481 | - | - | - | 4,481 | |||||||||||
| Other comprehensive loss | - | - | - | (655 | ) | - | - | (655 | ) | |||||||||
| Change related to ESOP shares | - | - | - | - | - | (113 | ) | (113 | ) | |||||||||
| Cash dividends declared (1.45 per share) | - | - | (2,695 | ) | - | - | - | (2,695 | ) | |||||||||
| Balance, December 31, 2024 | 2,160 | $ | 1,899 | $ | 64,013 | $ | (4,424 | ) | $ | (7,731 | ) | $ | (1,877 | ) | $ | 54,040 | ||
| Net income | - | **** | - | **** | 22,888 | **** | - | **** | - | **** | - | **** | 22,888 | |||||
| Other comprehensive income | - | **** | - | **** | - | **** | 3,280 | **** | - | **** | - | **** | 3,280 | |||||
| NUBC Acquisition | 1,547 | **** | 38,696 | **** | - | **** | - | **** | - | **** | - | **** | 40,243 | |||||
| Change related to ESOP shares | - | **** | - | **** | - | **** | - | **** | - | **** | (2,723 | ) | **** | (2,723 | ) | |||
| Cash dividends declared (1.49 per share) | - | **** | - | **** | (3,929 | ) | **** | - | **** | - | **** | - | **** | (3,929 | ) | |||
| Balance, December 31, 2025 | 3,707 | $ | 40,595 | $ | 82,972 | $ | (1,144 | ) | $ | (7,731 | ) | $ | (4,600 | ) | $ | 113,799 |
All values are in US Dollars.
See accompanying notes to consolidated financial statements.
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Steele Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(in thousands)
| Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| Cash Flows from Operating Activities | 2025 | 2024 | ||||
| Net income | $ | 22,888 | $ | 4,481 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation | **** | 665 | 483 | |||
| Net accretion of acquisition accounting adjustments | **** | (575 | ) | - | ||
| Net accretion of discounts and premiums on securities | **** | (870 | ) | (290 | ) | |
| Bargain purchase gain | **** | (18,303 | ) | - | ||
| Deferred income tax expense (benefit) | **** | 118 | (123 | ) | ||
| Provision for credit losses | **** | 5,192 | 680 | |||
| Decrease (increase) in accrued interest receivable | **** | 26 | (201 | ) | ||
| (Decrease) increase in accrued interest payable | **** | (321 | ) | 362 | ||
| Increase in cash surrender value of bank owned life insurance | **** | (419 | ) | (257 | ) | |
| Net marketable equity security (gains) losses | **** | (151 | ) | 55 | ||
| Origination of loans held for sale | **** | (8,084 | ) | (4,354 | ) | |
| Proceeds from loans sold | **** | 8,346 | 4,456 | |||
| Gain on sale of loans | **** | (262 | ) | (102 | ) | |
| (Gain) loss on disposition of premises and equipment | **** | (43 | ) | 4 | ||
| Realized loss on sale of securities | **** | 8 | - | |||
| (Gain) loss on sale of foreclosed real estate | **** | (34 | ) | - | ||
| Change in other assets and liabilities, net | **** | 5,070 | 415 | |||
| Net Cash Provided by Operating Activities | **** | 13,251 | 5,609 | |||
| Cash Flows from Investing Activities | **** | **** | **** | **** | **** | **** |
| Debt securities available-for-sale: | ||||||
| Purchases | **** | (10,957 | ) | (14,159 | ) | |
| Proceeds from paydowns, maturities and calls | **** | 28,045 | 16,006 | |||
| Proceeds from sales | **** | 48,641 | - | |||
| Net increase in loans | **** | (52,355 | ) | (48,465 | ) | |
| Decrease of interest-bearing time deposits | **** | 4,446 | 7,916 | |||
| Increase (decrease) in restricted investments in bank stock | **** | 2,531 | (1,215 | ) | ||
| Proceeds from sale of premises and equipment | **** | 122 | - | |||
| Proceeds from sale of foreclosed real estate | **** | 111 | 50 | |||
| Purchases of premises and equipment | **** | (182 | ) | (193 | ) | |
| Cash acquired in the acquisition of NUBC, net of cash paid | **** | 43,357 | - | |||
| Net Cash Provided By (Used in) Investing Activities | **** | 63,759 | (40,060 | ) | ||
| Cash Flows from Financing Activities | **** | **** | **** | **** | **** | **** |
| Increase in deposits | **** | 23,854 | 16,792 | |||
| Proceeds from Federal Home Loan Bank advances | **** | - | 28,550 | |||
| Repayment of Federal Home Loan Bank advances | **** | (57,550 | ) | (1,200 | ) | |
| Repayment of Federal Reserve Bank Borrowings | - | (9,500 | ) | |||
| Decrease in Federal Funds purchased | - | (435 | ) | |||
| Increase (decrease) in repurchase agreements | **** | 446 | (88 | ) | ||
| Dividends paid on common stock | **** | (3,929 | ) | (2,695 | ) | |
| Net Cash (Used In) Provided by Financing Activities | **** | (37,179 | ) | 31,424 | ||
| Net increase (decrease) in cash and cash equivalents | **** | 39,831 | (3,027 | ) | ||
| Cash and Cash Equivalents, Beginning of Year | **** | 9,179 | 12,206 | |||
| Cash and Cash Equivalents, End of Year | $ | 49,010 | $ | 9,179 | ||
| Supplementary Cash Flows Information | **** | **** | **** | **** | **** | **** |
| Interest paid | $ | 14,451 | $ | 9,475 | ||
| Income taxes paid | $ | 1,373 | $ | 945 | ||
| Supplementary Disclosure of Noncash Transactions | **** | **** | **** | **** | **** | **** |
| Other real estate acquired in settlement of loans | $ | 77 | $ | - | ||
| Increase in maximum cash obligation related to ESOP shares | $ | 2,723 | $ | 113 | ||
| ROU assets acquired in exchange for lease liabilities | $ | 1,058 | $ | - |
See accompanying notes to consolidated financial statements.
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STEELE BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Steele Bancorp, Inc. (the Bancorp) is a Pennsylvania Corporation organized as the holding company of Central Penn Bank and Trust (the Bank) (collectively, the "Company"). The Bank is a state chartered commercial bank located in Mifflinburg, Pennsylvania, whose principal source of revenues are derived from its commercial, mortgage, residential real estate, and consumer loan financing as well as a variety of deposit services provided to customers services by its thirteen offices. Milestone Insurance Services, LLC (Milestone) was formed in 2003 and is a wholly owned subsidiary of the Bank. Milestone is licensed to sell title insurance. The Bancorp is supervised by the Board of Governors of the Federal Reserve System while the Bank is subject to regulation and supervision by the Federal Deposit Insurance Company and the Pennsylvania Department of Banking and Securities. A summary of significant accounting and reporting policies applied in the presentation of the accompanying consolidated financial statements follows.
On August 1, 2025, the Company completed the acquisition of NUBC. NUBC's results of operations are included in the Company's consolidated results since the date of acquisition.
Basis of Presentation
The accounting policies followed by the Bancorp and the Bank and the methods of applying these policies conform with accounting principles generally accepted in the United States of America (GAAP) and with general practices within the banking industry. Subsequent events have been considered through March 31, 2026.
Use of Estimates
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and require disclosure of contingent assets and liabilities as of the date of the consolidated balance sheets and revenue s and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses and the fair value of loans acquired in a business combination.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Bancorp and the Bank (including the accounts of Milestone), its wholly owned subsidiary (collectively, the Company). All significant intercompany balances and transactions have been eliminated. The entire business of the Company is managed as one operating segment. Certain reclassifications have been made to prior year amounts to conform to the current year presentation. The result of these reclassifications are not considered material and had no effect on prior years' net income or shareholders' equity.
Adoption of New Accounting Standards
In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this ASU require an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, which is greater than five percent of the amount computed by multiplying pretax income by the entity’s applicable statutory rate, on an annual basis. Additionally, the amendments in this ASU require an entity to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions that are equal to or greater than five percent of total income taxes paid (net of refunds received). Lastly, the amendments in this ASU require an entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis; however, retrospective application is permitted. The adoption of ASU 2023-09 did not have a material impact on the Company's consolidated financial statements. See Note 12 within the Company’s Notes to the Consolidated Financial Statements as of December 31, 2025 and December 31, 2024 for more information regarding the Company’s income taxes.
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Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires public companies to disclose, in the notes to the financial statements, specified information about certain costs and expenses at each interim and annual reporting period. This includes disclosing amounts related to employee compensation, depreciation, and intangible asset amortization. In addition, public companies will need to provide qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Implementation of ASU 2024-03 may be applied prospectively or retrospectively. The Company does not expect the adoption of ASU 2024-03 to have a material impact on its consolidated financial statements.
In November 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025-08, “Financial Instruments—Credit Losses (Topic 326): Purchased Loans.” The amendments in this ASU expand the population of acquired financial assets accounted for using the gross-up approach. Acquired loans (excluding credit cards) are deemed purchased seasoned loans and accounted for using the gross-up approach upon acquisition if criteria established by the new guidance are met. This change aims to enhance comparability, consistency, and better reflect the economics of acquiring financial assets. This ASU is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance. If an entity adopts this ASU in an interim reporting period, it should apply it as of the beginning of that interim reporting period or the beginning of the annual reporting period that includes that interim reporting period. The Company does not expect the adoption of ASU 2025-08 to have a material impact on its consolidated financial statements.
Other accounting standards that have been issued by the FASB or other standard-setting bodies are not currently expected to have a material effect on the Company's financial position, results of operations or cash flows.
Segment Reporting
The Company adopted Accounting Standard Update 2023-07 "Segment Reporting (Topic 280) - Improvement to Reportable Segment Disclosures" on January 1, 2024. The Company has determined that all of its banking divisions meet the aggregation criteria of ASC 280, Segment Reporting, as its current operating model is structured whereby all product offerings are managed through similar processes and platforms that are collectively reviewed by the Company's Chief Financial Officer, who has been identified as the chief operating decision maker ("CODM"). The CODM regularly assesses performance of the aggregated single operating and reporting segment and decides how to allocate resources based on net income calculated on the same basis as in net income reported in the Company's statements of income and other comprehensive income. The CODM is also regularly provided with expense information at a level consistent with that disclosed in the Company's statements of income and other comprehensive income.
Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, the Company defines cash equivalents as cash and due from banks, interest-bearing demand deposits and federal funds sold. Federal funds are generally sold for one day periods.
Interest-Bearing Time Deposits
Interest-bearing time deposits have original maturities in excess of one year and are carried at cost.
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Debt Securities Available-for-Sale
Debt securities classified as available-for-sale are carried at fair value with unrealized gains and losses, net of the related tax effects, reflected as a separate component of stockholders’ equity. Securities classified as available-for-sale are those debt securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Premium amortization and discount accretion are recorded using the interest methods over each security's expected life.
Management evaluates all available-for-sale securities 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, 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 specific 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 deficiency is recorded as an allowance for credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any amount of unrealized loss that has not been recorded through an allowance for credit loss is recognized in other comprehensive (loss) income.
Changes is the allowance for credit loss are recorded as a provision for (or recovery of) credit losses in the Consolidated Statements of Income. Losses are charged against the allowance for credit loss 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. At December 31, 2025, there was no allowance for credit loss related to the available-for-sale portfolio. Refer to Note 4 - Securities for further discussion.
Accrued interest receivable on available-for-sale securities totaled $1.34 million and $620 thousand at December 31, 2025 and December 31, 2024, respectively and is included in "Accrued Interest Receivable" on Consolidated Balance Sheets. Amount was excluded from the estimate of credit losses.
Realized gains and losses on sales of securities represent the differences between net proceeds and cost determined on the average cost method for equity securities and the specific identification method for all other securities.
Marketable Equity Securities
Marketable equity securities are carried at fair value with unrealized and realized gains and losses included in net income.
Restricted Investment in Bank Stocks
Restricted investment in bank stocks represent required investments in the common stock of correspondent banks and consists of common stock of the Federal Home Loan Bank of Pittsburgh (“FHLB”) of $2.44 million and $2.25 million at December 31, 2025 and 2024, respectively, and other correspondent banks of $45 thousand at December 31, 2025 and 2024, respectively. Also included as of December 31, 2025 is other restricted stock of $228 thousand. As no active market exists for this stock, it is carried at cost. As a member of the FHLB, the Bank is required to maintain an investment in FHLB stock based on mortgage loans, advances and other criteria. All FHLB stock is pledged as collateral for FHLB advances. The Company evaluated its holding of FHLB stock for impairment and deemed the stock to not be impaired at December 31, 2025 and 2024. In making this determination, management concluded that recovery of total outstanding par value, which equals the carrying value, is expected. The decision was based upon review of financial information the FHLB has made publicly available.
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Mortgage Banking
Mortgage loans originated and intended for sale in the secondary market at the time of origination are carried at the lower of aggregate cost or estimated fair value, as determined by aggregate outstanding commitments from investors or current investor yield requirements. All sales are made without recourse. Loans are generally sold with the mortgage servicing rights retained by the Company; the mortgage service rights are recognized as assets upon the sale. See further information for accounting for these service rights under "Mortgage Servicing". Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the carrying value of the related mortgage loans sold.
Loans Receivable
Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances, net of an allowance for credit losses and any deferred fees or costs. Interest income is accrued on the unpaid principal balances. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the yield (interest income) of the related loans. The Company is generally amortizing these amounts over the contractual life of the loan.
The loans receivable portfolio is segmented into commercial and consumer loans. Commercial loans consist of the following classes: commercial (including commercial, agricultural and state and municipal), and commercial real estate (including commercial, construction and land development and farmland). Consumer loans consist of the following classes: residential mortgage, home equity, consumer automobile and other consumer.
For all classes of loan receivable, the accrual of interest is generally discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest is reversed against interest income. Interest received on nonaccrual loans is either applied against principal or reported as interest income, according to management's judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally six months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The past due status of all classes of loans receivable is determined based on contractual due dates for loan payments.
Purchased Credit Deteriorated (“PCD”) Loans
The Company purchased loans in connection with its acquisition of Northumberland Bancorp on August 1, 2025, some of which had, at the acquisition date, experienced more than insignificant credit deterioration since origination. The Company considers several factors as indicators that an acquired loan has evidence of deterioration in credit quality. These factors include loans classified as nonaccrual, loans with a risk rating of watch or worse, loans past due 30 days and over and still accruing, loans that are current but were more than 60 days past due at least once since origination and loans that are current but were delinquent 30 days, more than 3 times, since origination. PCD loans are recorded at the amount paid. An allowance for credit losses is determined on a collective basis and is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized costs basis and the par value of the loan is noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses.
Allowance for Credit Losses - Loans
The allowance for credit losses on loans (ACLL) is a valuation account that is used to present the net amount expected to be collected on a loan. The ACLL is adjusted through provision for credit losses as a charge against, or credit to, earnings. Loans deemed to be uncollectible are charged against the ACLL, and any subsequent recoveries are credited to the allowance for credit losses (ACL). Management evaluates the ACL on a quarterly basis. When changes in the reserve are necessary, an adjustment is made.
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Management utilizes a discounted cash flow (DCF) model to calculate the sum of expected losses via a gross loss rate and recovery rate assumption for pools of loans that share similar risk characteristics to determine its allowance for credit loss balance. The FDIC Call Report loan codes were utilized as the grouping mechanism. Management has elected to perform cash flow modeling without the present value component due to lack of loan loss history and simplification of the model.
Management uses relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts in calculating its ACL. Historical credit loss experience provides the basis for the estimation of expected credit losses.
The key inputs to the DCF model are loss rate, probability of default, loss given default, prepayment and curtailment rates, reasonable and supportable economic forecasts, and forecast reversion period.
| • | Loss Rate - In order to incorporate economic factors into forecasting within the DCF model, management elected to use the Loss Driver method or benchmark data to generate the expected loss rate for the pools of loans. The Loss Driver method analyzes how one or more economic factors change the default rate using a statistical regression analysis. Management selected an economic factor (unemployment rate) that had a strong correlation to historical default rates. |
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| • | Probability of Default (PD) and Loss Given Default (LGD) benchmark data was used to generate the expected loss rate for certain pools of loans. Management elected to use benchmark data to generate the PD/LGD rate inputs when the loss driver method proved to provide insufficient loss rates for certain loan call code segments. There were not strong correlations between losses and the economy for historical data or the peer group to provide sufficient enough loss observations to generate a reversion rate that accommodates an economic cycle. |
| • | Prepayment & Curtailment Rates: Due to historical data constraints, management has elected to use peer benchmark prepayment rates in the DCF model for certain call codes. The benchmark data used for each loan segment is based on the corresponding call report code. If observations were insufficient for that specific call code, management elected to apply the rate from the higher-level call code or from a call code with similar prepayment/curtailment behavior. For example, if a benchmark prepayment rate was not sufficient enough for call code 1d, the prepayment rate of a call code 1 would be utilized instead. |
| • | Reasonable and Supportable Forecasts - The forecast data used in the DCF model is obtained via a subscription to a widely recognized and relied upon company who publishes various forecast scenarios. Management evaluates the various scenarios to determine a reasonable and supportable scenario. |
| • | Forecast Reversion Period - Management uses forecasts to predict how economic factors will perform and has determined to use a four-quarter forecast period as well as a four-quarter straight-line reversion period to series mean (also commonly referred to as the mean reversion period). |
The allowance for credit losses calculation includes subjective adjustments for qualitative risk factors that are deemed likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments generally increase allowance levels and include adjustments for factors deemed relevant, including: the nature and volume of portfolio changes, including loan portfolio growth; concentrations of credit based on loan type (such as agricultural lending) or industry; the volume and severity of past due, nonaccrual or adversely classified loans; trends in real estate or other collateral values; lending policies and procedures, including changes in underwriting and collections practices and loan review function; credit review function; lending, credit and other relevant management experience and risk tolerance; external factors and economic conditions not already captured. Each qualitative factor is assigned a value to reflect improvement, no change, minor risk, moderate risk, or major risk conditions based on management's best judgment using relevant information available at the time of the evaluation. Management uses a variety of future looking forecasts along with current economic statistics from reputable sources to assign the qualitative factor based on set parameters. Adjustments to the factors are supported through documentation of changes in conditions in a narrative accompanying the allowance calculation.
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Loans that do not share risk characteristics are evaluated on an individual basis. The Company designates individually evaluated loans on nonaccrual status as collateral dependent loans, as well as other loans that management of the Company designates as having higher risk and loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the allowance for credit losses. Under CECL, for collateral dependent loans, the Company has adopted the practical expedient to measure the allowance for credit losses based on the fair value of collateral. The allowance for credit losses is calculated on an individual loan basis based on the shortfall between the fair value of the loan's collateral, which is adjusted for liquidation costs/discounts, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required.
An unallocated component is maintained to cover uncertainties that could affect management's estimate of expected losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
The Company has elected to exclude accrued interest from the amortized cost basis in its determination of the allowance for credit losses for both loans, as well as elected the policy to write-off accrued interest receivable directly through the reversal of interest income. Accrued interest receivable totaled $2.69 million and $1.18 million at December 31, 2025and 2024, respectively, and is included in “Accrued Interest Receivable” on the Company’s Consolidated Balance Sheets.
Commercial lending, including commercial real estate loans generally present a higher level of risk than residential mortgage loans. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effect of general economic conditions on income producing properties and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by commercial and industrial real estate is typically dependent upon the successful operation of the related real estate project or business. If the cash flow from the project is reduced, the borrower's ability to repay the loan may be impaired. Consumer loans may entail greater credit risk than do residential mortgage loans, particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles. Home equity loans also entail greater risk than residential mortgage loans due to being in a junior lien position. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the borrower's continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.
For commercial and residential loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated certified appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values may be discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.
In addition, Federal and State regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for credit losses and may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not be currently available to management. Based on management's comprehensive analysis of the loan portfolio, management believes the current level of the allowance for credit losses is adequate at December 31, 2025.
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Modifications
In situations where a borrower is experiencing financial difficulty, management grants a concession to the borrower that it would not otherwise consider, and the modification results in a more than insignificant change in contractual cash flows, the related loan is subject to specific disclosure requirements. Management strives to identify borrowers in financial difficulty early and work with them to modify their loans to more affordable terms before their loans reach nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral.
Allowance for Credit Losses - Off-Balance Sheet Credit Exposures
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, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for (or recovery of) credit losses in the 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 methodology as the loan portfolio, taking into consideration the likelihood that funding will occur as well as any third-party guarantees. The allowance for off-balance sheet exposures is included in Other Liabilities on the Company’s Consolidated Balance Sheets and the related credit loss expense is recorded in the Consolidated Statements of Income.
Mortgage Servicing Rights
The Company retains the servicing rights on certain mortgage loans sold to the FHLB and Fannie Mae and receives mortgage banking fee income based upon the principal balance outstanding. The mortgage servicing rights recorded as an asset are not material. Total loans serviced for the FHLB and Fannie Mae amounted to $159.31 million and $54.86 million at December 31, 2025 and 2024, respectively. These mortgage loans sold and serviced by the Company are not reflected in the Company's Consolidated Balance Sheets.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Other Real Estate Owned
Foreclosed assets held for sale consist of real estate acquired in settlement of foreclosed loans and is initially recorded at fair value less estimated costs to sell at the time of transfer from loans to foreclosed, establishing a new cost basis. Subsequent to the transfer, foreclosed assets are carried at the lower of the adjusted cost or fair value less costs to sell. Additional write-downs are charged against operating expenses. Costs related to the acquisition and holding of foreclosed assets are charged to operations when incurred. The fair value of real estate acquired through foreclosure is generally determined by reference to an outside appraisal. The Company did not hold any foreclosed assets as of December 31, 2025 and 2024, respectively.
Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation. Repairs and maintenance expenditures are expensed as incurred. The costs of major additions and improvements are capitalized. When premises or equipment are retired or sold, the remaining cost and accumulated depreciation are removed from the accounts, and any gain or loss is credited or charged to income. Depreciation is computed using straight-line and accelerated methods over the estimated useful lives of the assets. Premises and equipment are reviewed by management at least annually for potential impairment and whenever events or circumstances indicate that carrying amounts may not be recoverable.
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Business Combination
Business combinations are accounted for under Accounting Standards Codification (“ASC”) 805, Business Combinations, using the acquisition method of accounting. Under the acquisition method of accounting, the Company identifies the acquirer and the closing date and applies applicable recognition principles and conditions. The acquisition method of accounting requires an acquirer to record at fair value on the acquisition date the assets acquired and the liabilities assumed. To determine the fair values, the Company relies on internal or third-party valuations, such as appraisals, valuations based on discounted cash flow analyses, or other valuation techniques. As of acquisition date, the identifiable assets acquired and liabilities assumed are measured at fair value and recognized separately from goodwill or bargain purchase gain. Results of operations of the acquired entity are included in the consolidated statement of income from the date of acquisition. The calculation of intangible assets including core deposits and the fair value of loans are based on significant judgements. Core deposits intangibles are calculated using a discounted cash flow model based on various factors including discount rate, attrition rate, interest rate, cost of alternative funds and net maintenance costs. Loans acquired in connection with acquisitions are recorded at their acquisition-date fair value. Determining the fair value of the acquired loans involves estimating the principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. Management considers a number of factors in evaluating the acquisition-date fair value including the remaining life of the acquired loans, delinquency status, estimated prepayments, payment options and other loan features, internal risk grade, estimated value of the underlying collateral and interest rate environment. The Company's acquisition of NUBC closed on August 1, 2025. Results of operations and footnote disclosures reflect assets acquired and liabilities assumed. Acquisition-related costs
Acquisition-related costs are costs the Company incurs to effect a business combination, including advisory, legal, accounting, valuation, and other professional or consulting fees. Some other examples of costs to the Company include systems conversions, integration planning consultants and advertising costs. The Company accounts for acquisition related costs as expenses in the periods in which the costs are incurred and the services are received, with one exception. The costs to issue debt or equity securities are recognized in accordance with other applicable GAAP. These acquisition-related costs are included within noninterest expenses in the consolidated statements of income. Acquired loans
The most significant assessment of fair value in the Company’s accounting for business combinations relates to the valuation of an acquired loan portfolio. Loans acquired in a business combination are recorded at estimated fair value on the acquisition date without the carryover of the related allowance for credit losses on loans. The acquisition date fair value becomes the Company's original cost basis of the acquired loans. The fair value discount is accreted to interest income over the remaining life of the loans.
Fair values are determined primarily through a discounted cash flow approach which considers the acquired loans’ underlying characteristics, including account types, remaining terms, annual interest rates, interest types, timing of principal and interest payments, current market rates, and remaining balances. Estimates of fair value also include estimates of default, loss severity, and estimated prepayments.
At the acquisition date, loans are classified as either (i) purchase credit-deteriorated (“PCD”) loans or (ii) non-PCD loans. PCD loans are those for which there is more than insignificant evidence of credit deterioration since origination. The Company designated the following indicators as more than insignificant evidence of credit deterioration since origination: As of acquisition date:
1. nonaccrual
2. risk-rated pass/watch or worse based on Mifflinburg's risk ratings 3. past due 60 days and over and still accruing
Over the life of the loan:
1. three or more instances of payments past due 30 days or more 2. one or more instances of payments past due 60 days or more
At acquisition, an ACLL for PCD loans is determined based upon the Company’s methodology for estimating the ACLL. This allowance is credited to the ACLL with a corresponding adjustment to the cost basis of the loans on the date of the acquisition. As the initial allowance for credit losses is added to the purchase price, there is no credit loss expense recognized upon acquisition of PCD loans. The difference between the new cost basis and the unpaid principal balance is either a noncredit discount or premium. Disposals of PCD loans, which may include sale of loans to third parties, receipt of payments in full or in part from the borrower or foreclosure of the collateral, result in removal of the loan from the loan portfolio at its carrying amount.
For non-PCD loans, an ACL is established in a manner that is consistent with the Company’s originated loans. The ACL is determined using the Company’s methodology and the related ACL for non-PCD loans is recorded through a charge to the provision for credit losses in the period in which the loans are purchased or acquired.
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Intangible Assets - Core Deposit Intangible
Core deposit relationships provide a stable source of funds for lending and contribute to profitability. The core deposit intangible was valued using an income approach focused on cost savings, which recognized the cost savings represented by the expense of maintaining the core deposit base versus the cost of an alternative funding source. The valuation incorporates assumptions related to account retention, discount rates, deposit interest rates, deposit maintenance costs and alternative funding rates.
The Corporation recorded a core deposit intangible asset in 2025 related to the deposit premium paid for the acquisition of Northumberland Bancorp’s subsidiary, Northumberland National Bank. This intangible asset is being amortized on a sum of the years digits method over 10 years and has a net carrying value of $13.55 million as of December 31, 2025. The recoverability of the carrying value is evaluated on an ongoing basis, and permanent declines in value, if any, are charged to expense. Amortization of the core deposit intangible amounted to $1.11 million for the year ended December 31, 2025.
The estimated amortization expense of the core deposit intangible over its remaining life is as follows:
| In Thousands | ||
|---|---|---|
| 2026 | $ | 2,555 |
| 2027 | **** | 2,288 |
| 2028 | **** | 2,022 |
| 2029 | **** | 1,755 |
| 2030 | **** | 1,488 |
| Thereafter | **** | 3,443 |
| Total | $ | 13,551 |
Bargain Purchase Gain
A bargain purchase gain arises when the fair value of net assets acquired in a business combination exceeds the consideration transferred, resulting in a gain being recorded by the acquirer. Determining fair value is subjective, requiring the use of estimates, assumptions and management judgement. Bargain purchase gain is recorded within noninterest income in the period it was generated. An acquirer has a measurement period not to exceed 12 months from the acquisition date to finalize the accounting for a business combination which could adjust bargain purchase gain if material facts or circumstances arise. The Company recognized the gain as income on the date of acquisition in non-interest income.
Bank-Owned Life Insurance
The Company invests in bank owned life insurance (BOLI) as a source of funding for employee and director benefit expenses. BOLI involves the purchasing of life insurance by the Company on a chosen group of officers and directors. The Company is the owner and beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies. Income from the increase in the cash surrender value of the policies is included with noninterest income on the Consolidated Statements of Income. The policies can be liquidated, if necessary, with tax costs associated. However, the Company intends to hold these policies and accordingly, the Company has not provided for deferred income taxes on the earnings from the increase in cash surrender value.
The Company recognizes a liability for postretirement benefits provided through an endorsed split-dollar life insurance arrangement. The liability for post-retirement benefits under these arrangements was $1.43 million and $843 thousand at December 31, 2025and 2024, respectively, and is included in "Other Liabilities" on the Consolidated Balance Sheets. Expense in the years ended December 31, 2025and 2024 was $76 thousand and $5 thousand, respectively.
Income Taxes
Current income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.
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Deferred income tax expense results from changes in certain deferred tax assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.
The Company accounts for uncertain tax positions if it is more-likely-than-not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more-likely-than-not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management's judgment.
The Company recognizes interest and penalties on income taxes as a component of income tax expense. There were none during the years ended December 31, 2025and 2024.
Earnings Per Share
The Company does not have any common stock equivalents and, therefore, presents basic and diluted earnings per share, which represents net income divided by the weighted average shares outstanding during the period. The weighted average shares outstanding during 2025 and 2024 were 2,502,600 and 1,858,500, respectively. ESOP shares are considered outstanding for this calculation unless unearned.
Treasury Stock
The acquisition of treasury stock is recorded under the cost method. The subsequent disposition or sale of the treasury stock is recorded using the average cost method.
Trust Assets and Income
Property held by the Company in a fiduciary or agency capacity for its customers is not included in the accompanying consolidated financial statements because such items are not assets of the Company and the Bank. As of December 31, 2025 the Trust Department had $210.55 million in assets, at market value. Trust Department income is generally recognized on a cash basis and is not materially different than if it was reported on an accrual basis.
Advertising Costs
Advertising costs are expensed as incurred. Advertising expenses for the years ended December 31, 2025 and 2024 were approximately $221 thousand and $122 thousand, respectively.
Comprehensive Income (Loss)
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 debt securities available-for-sale, 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 (loss) and reflected in the consolidated statements of comprehensive income (loss).
The only other comprehensive income item that the Company presently has is unrealized gains or losses on debt securities available-for-sale.
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Revenue Recognition
The Company earns income from various sources, including loans, investment securities, bank-owned life insurance, deposit accounts and sales of assets.
Interest income on loans is accrued on the unpaid principal balance and recorded daily. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method. Other loan fees, including late charges, are recognized as they occur.
Interest income on debt securities is recognized on the accrual basis. Purchase premiums and discounts are recognized using the interest method over the term of the securities. Dividends on equity securities are recorded when declared.
Service charges on deposit accounts include maintenance and analysis fees and overdraft fees. Automated teller machine (ATM) fees and debit card income include fees for withdrawals by our deposit customers from other bank ATMs and interchange fees related to the acceptance and settlement of debit card transactions. Revenue is recognized when the Company's performance obligation is completed which is generally monthly for account services or when a transaction has occurred.
Commissions from investment product sales are received from third parties based on the sale of the third party's investment and insurance products to the Company's customers. The Company's performance obligation is complete when the sale occurs
Earnings on bank-owned life insurance policies represent the increase in the cash surrender value of these policies as well as any gains resulting from settlement of the policies.
Other income includes other fees and revenue, which are generally transactional in nature and are recorded as they occur.
Gains or losses on sales of assets are generally recognized when the asset has been legally transferred to the buyer and the Company has no continuing involvement with the asset. The Company does not generally finance the sale.
Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, management determined that the primary sources of revenue associated with financial instruments, including interest income on loans and investments, along with certain noninterest revenue sources including investment security gains, loan servicing charges, gains on the sale of loans, and earnings on bank owned life insurance are not within the scope of Topic 606. Noninterest income within the scope of Topic 606 is as follows:
| • | Service Charges on Deposit Accounts – The Bank earns fees from its deposit customers for various services, including transaction-based services and periodic account maintenance. Transaction based services include, but are not limited to stop payment fees, overdraft fees, check cashing fees, wire transfer fees, and early withdrawal penalties. Maintenance fees include account maintenance fees, minimum balance fees, and monthly service charge. Transaction based fees are only recognized when the transaction is complete, and maintenance fees are recognized when the period of the obligation is complete. |
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| • | Trust and Investment Fee Income - The Trust department receives fees for providing trust related services including Investment Management, Security Custody, and Other Trust Services. These fees are based upon the value of assets under management and are assessed using a tiered rate schedule. Fees are recognized on a monthly basis when the service obligation is complete. These fees are recognized in trust services income on the Consolidated Statement of Income. The trust department provides estate settlement services. These fees are based on the estimated fair value of the estate according to a tiered rate schedule. Each estate is unique in the nature, size, and complexity, and may include many tasks or milestones to complete. Fees are recognized in proportion to the number of milestones completed which is a judgement made by the trust management team. These fees are included in trust services income on the Consolidated Statements of Income. |
| --- | --- |
| • | ATM Fees and Debit Card Income – The Bank provides electronic funds transfer processing services for the debit cards it offers to its customers. The Bank earns interchange fees from each cardholder transaction conducted through various networks. The fees are transaction based and are earned when the transaction is complete. ATM service charges are earned when non customers use Bank ATMs. These fees are recognized when the transaction is complete. These fees are recognized in other income on the Consolidated Statements of Income. |
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| • | Mortgage Banking Revenue – The Bank recognizes revenue from the sale and servicing of loans to third parties. These gains/losses are included in other income on the Consolidated Statements of Income. |
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2. BUSINESS COMBINATION
On August 1, 2025 (the “Acquisition Date”), the Company completed the acquisition of Northumberland Bancorp ("NUBC"), in accordance with the definitive agreement that was entered into on September 24, 2024, as amended on *December 4, 2024,*by and among the Company and NUBC. The primary reasons for the merger included: expansion of the branch network and increased market share positions in central Pennsylvania; attractive low-cost funding base; strong cultural alignment and a deep commitment to shareholders, customers, employees, and communities served by Steele and NUBC, meaningful value creation to shareholders; and increased trading liquidity for both companies and increased dividends for NUBC shareholders. In connection with the completion of the merger, former NUBC shareholders received 1.185 shares of the Company’s 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 were cash in lieu of any fractional shares and the cash paid for dissenter's rights effectively settled upon closing.
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The acquisition of NUBC was accounted for as a business combination using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration paid are recorded at estimated fair values on the Acquisition Date. The provisional amount of bargain purchase gain as of the Acquisition Date was approximately $17.83 million. The exchange ratio was determined at the time of announcement with mergers of equals as a consideration between the Company and NUBC. The exchange ratio and lower than book value stock price of the Company was the primary driver in recording a bargain purchase gain on this transaction. The Company will continue to keep the measurement of bargain purchase gain open for any additional adjustments to the fair value of certain accounts, for example loans, that may arise during the Company’s final review procedures of any updated information. If considered necessary, any subsequent adjustments to the fair value of assets acquired and liabilities assumed, identifiable intangible assets, or other purchase accounting adjustments will result in adjustments to bargain purchase gain within the first 12 months following the Acquisition Date. The bargain purchase gain is not expected to be included as taxable income for tax purposes.
As a result of the integration of operations of NUBC, it is not practicable to determine revenue or net income included in the Company’s consolidated operating results relating to NUBC since the Acquisition Date, as NUBC’s results cannot be separately identified. Comparative pro-forma financial statements for the prior year period were not presented, as adjustments to those statements would not be indicative of what would have occurred had the acquisition taken place on January 1, 2025. In particular, adjustments that would have been necessary to be made to record the loans at fair value, the provision of credit losses or the core deposit intangible would not be practical to estimate.
The following table summarizes the consideration paid for NUBC and the amounts of the assets acquired and liabilities assumed recognized:
| (in thousands, Except Share and Per Share Data) | As Initially Reported | Measurement Period Adjustments | As Adjusted | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase Price Consideration | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Mifflinburg Bancorp, Inc. shares to be issued | **** | 1,546,725 | **** | **** | **** | **** | **** | **** | **** | **** | 1,546,725 | **** | **** | ||
| Per share value assigned to shares issued | $ | 26.00 | **** | **** | **** | **** | **** | **** | **** | $ | 26.00 | **** | **** | ||
| Total purchase price assigned to shares issued | **** | **** | **** | $ | 40,215 | **** | **** | **** | **** | **** | **** | **** | **** | $ | 40,215 |
| Cash in lieu of fractional shares | **** | **** | **** | **** | 3 | **** | **** | **** | **** | **** | **** | **** | **** | **** | 3 |
| Dissenter's shares (1) | **** | 6,493 | **** | **** | **** | 6,493 | **** | **** | **** | 6,493 | **** | **** | |||
| Fair value of Dissenter's shares | $ | 28.80 | **** | **** | $ | 6.47 | **** | **** | $ | 35.27 | **** | **** | |||
| Total fair value of Dissenter's shares | **** | **** | **** | **** | 187 | **** | **** | **** | **** | 42 | **** | **** | **** | **** | 229 |
| Fair value of total consideration transferred | **** | **** | **** | $ | 40,405 | **** | **** | **** | $ | 42 | **** | **** | **** | $ | 40,447 |
| Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Cash and cash equivalents | $ | 43,589 | **** | **** | $ | - | **** | **** | $ | 43,589 | **** | **** | |||
| Securities, available for sale | **** | 165,660 | **** | **** | **** | - | **** | **** | **** | 165,660 | **** | **** | |||
| Loans held for sale | **** | 61 | **** | **** | **** | - | **** | **** | **** | 61 | **** | **** | |||
| Loans gross | **** | 427,066 | **** | **** | **** | 104 | **** | **** | **** | 427,170 | **** | **** | |||
| Allowance for credit losses | **** | (725 | ) | **** | **** | **** | - | **** | **** | **** | (725 | ) | **** | **** | |
| Loans, net of allowance | **** | 426,341 | **** | **** | **** | 104 | **** | **** | **** | 426,445 | **** | **** | |||
| Bank owned life insurance | **** | 14,848 | **** | **** | **** | - | **** | **** | **** | 14,848 | **** | **** | |||
| Premises | **** | 9,226 | **** | **** | **** | - | **** | **** | **** | 9,226 | **** | **** | |||
| Furniture, fixtures and equipment | **** | 515 | **** | **** | **** | - | **** | **** | **** | 515 | **** | **** | |||
| Accrued interest receivable | **** | 2,261 | **** | **** | **** | - | **** | **** | **** | 2,261 | **** | **** | |||
| Restricted investment in bank stock | **** | 2,948 | **** | **** | **** | - | **** | **** | **** | 2,948 | **** | **** | |||
| Deferred tax asset | **** | 2,849 | **** | **** | **** | 38 | **** | **** | **** | 2,887 | **** | **** | |||
| Core deposit intangible | **** | 14,662 | **** | **** | **** | - | **** | **** | **** | 14,662 | **** | **** | |||
| Customer list intangibles | **** | 1,406 | - | **** | **** | **** | 1,406 | **** | **** | ||||||
| Operating lease right of use asset | **** | 132 | **** | **** | **** | - | **** | **** | **** | 132 | **** | **** | |||
| Other assets | **** | 3,679 | **** | **** | **** | (398 | ) | **** | **** | **** | 3,281 | **** | **** | ||
| Total identifiable assets acquired at fair value | $ | 688,177 | **** | **** | $ | (256 | ) | **** | **** | $ | 687,921 | **** | **** | ||
| Deposits | $ | 597,060 | **** | **** | $ | - | **** | **** | $ | 597,060 | **** | **** | |||
| Borrowings | **** | 20,117 | **** | **** | **** | - | **** | **** | **** | 20,117 | **** | **** | |||
| Subordinated debt | **** | 9,753 | **** | **** | **** | - | **** | **** | **** | 9,753 | **** | **** | |||
| Accrued interest payable | **** | 554 | **** | **** | **** | - | **** | **** | **** | 554 | **** | **** | |||
| Operating lease liability | **** | 132 | **** | **** | **** | - | **** | **** | **** | 132 | **** | **** | |||
| Reserve for unfunded commitments | **** | 652 | **** | **** | **** | (652 | ) | **** | **** | **** | - | **** | **** | ||
| Other liabilities | **** | 1,677 | **** | **** | **** | (122 | ) | **** | **** | **** | 1,555 | **** | **** | ||
| Total liabilities assumed | $ | 629,945 | **** | **** | $ | (774 | ) | **** | **** | $ | 629,171 | **** | **** | ||
| Total identifiable net assets, at fair value | **** | **** | **** | $ | 58,232 | **** | **** | **** | $ | 518 | **** | **** | **** | $ | 58,750 |
| Preliminary bargain purchase gain | **** | **** | **** | $ | 17,827 | **** | **** | **** | $ | 476 | **** | **** | **** | $ | 18,303 |
(1) NUBC stockholder with 6,493 shares exercised their Dissenter’s rights. The Company made a settlement with the stockholder and paid a cash settlement of $28.80 per share for a total payment of $187 thousand as of the Acquisition date. An additional payment was allocated to the stockholder in the measurement period of $6.47 per share for an addition payment of $42 thousand.
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During the Measurement Period, the Company recorded adjustments to the fair value of dissenter's shares, estimated fair value of loans, reserve for unfunded commitments, and to adjust other assets and other liabilities. The Company also recognized a net change in the deferred tax asset due to the measurement period adjustments.
The Company recorded all loans acquired at the estimated fair value on the acquisition date with no carryover of the related allowance for loan losses. The Company determined the net discounted value of cash flows on gross loans totaling $427.17 million, including 5,023 of Non-Purchase Credit Deteriorated ("PCD") loans and 379 PCD loans. The valuation took into consideration the loans’ underlying characteristics, including account types, remaining terms, annual interest rates, interest types, past delinquencies, timing of principal and interest payments, current market rates, loan-to-loan value ratios, loss exposures, and remaining balances. These Non-PCD loans were segregated into pools based on loan and payment type. The effect of the valuation process was a total net discount $19.20 million.
Management made significant estimates and exercised significant judgement in accounting for the acquisition of NUBC. The Company utilized a valuation specialist to assist with the determination of fair values for certain acquired assets and assumed liabilities. The following is a brief description of the valuation methodologies used to estimate the fair values of major categories of assets acquired and liabilities assumed.
Cash and equivalents
Included in cash and equivalents are an investment in time deposits of other financial institutions, valued at the present value of the expected contractual payments discounted at market rates for instruments with similar terms.
Securities
The estimated fair value of the acquired portfolio of debt securities was based on quoted market prices. The Company sold available-for-sale securities with a total par value of $52.8 million of the acquired portfolio upon completion of the acquisition.
Loans
The fair valuation process identified loans with credit risk indicators that qualified for “purchase credit deteriorated” (“PCD”) status. PCD and non-PCD loans were then evaluated for credit risk and other fair value indicators. Consistent with GAAP, FCB’s related allowance for credit losses on loans and deferred fees and costs were not recorded.
Credit risk was quantified using a probability of default (“PD”)/loss given default(“LGD”) methodology from a market participant perspective and applied to each loan’s outstanding principal balance. PD/LGD rates were tailored to PCD or non-PCD status. Other fair value indicators were quantified using a discounted cash flow methodology, with discounts applied for current market rates, credit risk and liquidity. Cash flows were generated based upon the loans’ underlying characteristics and estimated prepayment speeds.
The following table provides information on PCD and non-PCD loans inclusive of measurement period adjustments previously discussed as of August 1, 2025:
| August 1, 2025 | **** | **** | **** | **** | **** | **** |
|---|---|---|---|---|---|---|
| (Dollars in Thousands) | PCD Loans | Non-PCD<br> <br>Loans | ||||
| Number of loans | **** | 379 | **** | 4,101 | ||
| NUBC recorded value | $ | 53,676 | $ | 392,745 | ||
| Discount for credit risk | **** | (194 | ) | **** | (4,474 | ) |
| Discount for non-credit factors | **** | (1,238 | ) | **** | (13,396 | ) |
| Fair value - initially reported | $ | 52,244 | $ | 374,875 | ||
| Measurement period adjustments | $ | 1 | $ | 103 | ||
| Fair value - adjusted | $ | 52,245 | $ | 374,978 |
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Premises and equipment
The fair value of premises acquired was based on a recent third-party appraisal. Acquired equipment was based on the remaining net book value of NUBC, which approximated fair value.
Core Deposit Intangible
Core deposit relationships provide a stable source of funds for lending and contribute to profitability. The core deposit intangible was valued using an income approach focused on cost savings, which recognizes the cost savings represented by the expense of maintaining the core deposit base versus the cost of an alternative funding source. The valuation incorporates assumptions related to account retention, discount rates, deposit interest rates, deposit maintenance costs and alternative funding rates.
Leases: right of use asset, lease liability and fair value
Right of use assets (included in other assets) and lease liabilities (included in other liabilities) for branch locations were measured at the acquisition date. The fair value of leases was determined by applying a discounted cash flow methodology discounted by current lease rates within the appropriate market.
Customer List Intangible Asset ("CLI")
The customer list intangible asset fair value is derived from the revenues generated by NUBC's Trust and Financial Services Divisions.
Mortgage Servicing Rights
The estimated fair value of mortgage servicing rights was determined through a discounted cash flow analysis and calculated using a computer pricing model.
Deposits
Deposits were valued using methods appropriate to their characteristics. The fair value of noninterest bearing demand deposits, interest bearing demand deposits, money market and savings deposit accounts were assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. Time deposits were valued at the present value of the expected contractual payments discounted at market rates for instruments with similar terms.
Borrowings
The estimated fair value of borrowings was determined by obtaining payoff quotes from the lender. Borrowings were paid off upon completion of the acquisition.
Subordinated Debt
The estimated fair value of subordinated debt was determined by the present value of the expected contractual payments discounted by market rates for similar subordinated debt market rates estimate.
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The net effect of the amortization and accretion of premiums and discounts associated with the Company's acquisition accounting adjustments, had the following impact on the Consolidated Statements of Income during the year ended *December 31, 2025 (*dollars in thousands):
| Loans (1) | $ | 2,375 | |
|---|---|---|---|
| Buildings (2) | **** | (33 | ) |
| Core deposit intangible (3) | **** | (1,111 | ) |
| Subordinated debt (4) | **** | (139 | ) |
| Time Deposits (5) | **** | (331 | ) |
| Wealth management customer list intangible (6) | **** | (107 | ) |
| Mortgage servicing rights (7) | **** | (92 | ) |
| Leased building (8) | **** | 13 | |
| Net impact to income before taxes | $ | 575 | |
| (1) | Loan acquisition-related fair value adjustments accretion is included in "Interest and fees on loans" in the "Interest and Dividend Income" section of the Company's Consolidated Statements of Income. | ||
| --- | --- | ||
| (2) | Building and lease acquisition-related fair value adjustments amortization is included in "Net occupancy and equipment expense" in the "Noninterest Expense" section of the Company's Consolidated Statements of Income. | ||
| --- | --- | ||
| (3) | Core deposit intangible amortization is included in "Amortization of core deposit intangible" in the "Noninterest Expense" section of the Company's Consolidated Statements of Income. | ||
| --- | --- | ||
| (4) | Borrowings acquisition-related fair value adjustments amortization is included in "Subordinated debt" in the "Interest Expense" section of the Company's Consolidated Statements of Income. | ||
| --- | --- | ||
| (5) | Certificate of deposit acquisition-related fair value adjustments amortization is included in "Deposits" in the "Interest Expense" section of the Company's Consolidated Statements of Income. | ||
| --- | --- | ||
| (6) | Wealth management customer list intangible ("CLI") acquisition-related fair value adjustments amortization is included in "Other" in the "Noninterest Expense" section of the Company's Consolidated Statements of Income. | ||
| --- | --- | ||
| (7) | Mortgage servicing rights acquisition-related fair value adjustments amortization is included in "Other" in the "Noninterest Expense" section of the Company's Consolidated Statements of Income. | ||
| --- | --- | ||
| (8) | Leased building acquisition-related fair value adjustments accretion is included in "Net occupancy and equipment expense" in the "Noninterest Expense" section of the Company's Consolidated Statements of Income. | ||
| --- | --- |
3. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables provide information about components of accumulated other comprehensive income (loss) as of the dates indicated:
| (In Thousands) | ||
| Balance at December 31, 2023 | (3,769 | ) |
| Unrealized holding loss on available for sale securities, net of tax 175 | (655 | ) |
| Balance at December 31, 2024 | (4,424 | ) |
| Balance at December 31, 2024 | (4,424 | ) |
| Unrealized holding gain on available for sale securities, net of tax 873 | 3,280 | |
| Balance at December 31, 2025 | (1,144 | ) |
All values are in US Dollars.
The following table presents the amounts reclassified out of accumulated other comprehensive loss by component, net of tax, for the years ended December 31, 2025 and 2024:
| (In Thousands) | Amount Reclassified from<br> <br>Accumulated Other<br> <br>Comprehensive Loss | |||||
|---|---|---|---|---|---|---|
| Details about accumulated other comprehensive loss | 2025 | 2024 | Affected Line Item in the Consolidated<br> <br>Statement of Income | |||
| Net realized losses on available-for-sale debt securities | $ | (8 | ) | $ | - | Loss on sale of securities |
| Income tax effect | 2 | - | Income taxes | |||
| $ | (6 | ) | $ | - |
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4. SECURITIES
The amortized cost and fair value of debt securities available-for-sale along with gross unrealized gains and losses as of the dates indicated are summarized as follows (in thousands):
| December 31, 2025 | December 31, 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross | Gross | Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | Amortized | Unrealized | Unrealized | Fair | |||||||||||
| Cost | Gains | Losses | Value | Cost | Gains | Losses | Value | |||||||||||
| U.S. Treasury | $ | 6,487 | $ | 30 | $ | (15 | ) | $ | 6,502 | $ | 2,194 | $ | 9 | $ | (1 | ) | $ | 2,202 |
| U.S. government agencies | **** | 47,775 | **** | 144 | **** | (81 | ) | **** | 47,838 | 25,865 | 11 | (427 | ) | 25,449 | ||||
| Taxable state and municipal | **** | 32,336 | **** | 422 | **** | (284 | ) | **** | 32,474 | 6,142 | - | (511 | ) | 5,631 | ||||
| Tax exempt state and municipal | **** | 87,467 | **** | 580 | **** | (2,294 | ) | **** | 85,753 | 55,696 | 3 | (3,903 | ) | 51,796 | ||||
| U.S. government sponsored enterprise mortgage-backed | **** | 45,137 | **** | 342 | **** | (247 | ) | **** | 45,232 | 27,723 | 31 | (656 | ) | 27,098 | ||||
| Corporate | **** | 3,050 | **** | - | **** | (42 | ) | **** | 3,008 | 4,034 | - | (157 | ) | 3,877 | ||||
| Total debt securities available-for-sale | $ | 222,252 | $ | 1,518 | $ | (2,963 | ) | $ | 220,807 | $ | 121,654 | $ | 54 | $ | (5,655 | ) | $ | 116,053 |
Accrued interest receivable on available-for-sale securities totaled $1.34 million and $620 thousand at December 31, 2025 and December 31, 2024, respectively and is included in Accrued Interest Receivable on the Consolidated Balance Sheets. These amounts were excluded from the estimate of credit losses.
The deferred tax asset for the net unrealized loss on securities available for sale was $302 thousand as of December 31, 2025 and $1.19 million as of December 31, 2024. The deferred tax asset is included in net deferred tax asset on the Consolidated Balance Sheets.
The amortized cost and estimated fair value of debt securities available-for-sale at December 31, 2025, by expected maturity for mortgage-backed securities and debt securities with call features and by contractual maturity for all other securities, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties (in thousands).
| Amortized | Fair | |||
|---|---|---|---|---|
| Cost | Value | |||
| Due in one year or less | $ | 37,260 | $ | 37,170 |
| Due after one year through five years | **** | 132,070 | **** | 132,129 |
| Due after five years through ten years | **** | 49,615 | **** | 48,341 |
| Due after ten years | **** | 3,307 | **** | 3,167 |
| Total | $ | 222,252 | $ | 220,807 |
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The following tables show the Company's debt securities available-for-sale gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of December 31, 2025 and *December 31, 2024 (*in thousands):
| December 31, 2025 | Less than 12 Months | 12 Months or Longer | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unrealized | Unrealized | Unrealized | ||||||||||
| Fair Value | Losses | Fair Value | Losses | Fair Value | Losses | |||||||
| U.S. Treasury | $ | 4,012 | $ | 15 | $ | - | $ | - | $ | 4,012 | $ | 15 |
| U.S. government agencies | **** | 12,254 | **** | 42 | **** | 5,183 | **** | 39 | **** | 17,437 | **** | 81 |
| Taxable state and municipal | **** | 1,495 | **** | 6 | **** | 4,711 | **** | 278 | **** | 6,206 | **** | 284 |
| Tax-exempt state and municipal | **** | 7,912 | **** | 32 | **** | 41,256 | **** | 2,262 | **** | 49,168 | **** | 2,294 |
| U.S. government sponsored enterprise mortgage-backed | **** | 4,958 | **** | 18 | **** | 10,604 | **** | 229 | **** | 15,562 | **** | 247 |
| Corporate | **** | 1,045 | **** | 8 | **** | 1,963 | **** | 34 | **** | 3,008 | **** | 42 |
| Total debt securities available-for-sale | $ | 31,676 | $ | 121 | $ | 63,717 | $ | 2,842 | $ | 95,393 | $ | 2,963 |
| December 31, 2024 | Less than 12 Months | 12 Months or Longer | Total | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Unrealized | Unrealized | Unrealized | ||||||||||
| Fair Value | Losses | Fair Value | Losses | Fair Value | Losses | |||||||
| U.S. Treasury | $ | - | $ | - | $ | 248 | $ | 1 | $ | 248 | $ | 1 |
| U.S. government agencies | 11,650 | 235 | 10,169 | 192 | 21,819 | 427 | ||||||
| Taxable state and municipal | - | - | 5,631 | 511 | 5,631 | 511 | ||||||
| Tax-exempt state and municipal | 6,646 | 96 | 43,673 | 3,807 | 50,319 | 3,903 | ||||||
| U.S. government sponsored enterprise mortgage-backed | 11,450 | 140 | 9,492 | 516 | 20,942 | 656 | ||||||
| Corporate | 498 | - | 3,379 | 157 | 3,877 | 157 | ||||||
| Total debt securities available-for-sale | $ | 30,244 | $ | 471 | $ | 72,592 | $ | 5,184 | $ | 102,836 | $ | 5,655 |
At December 31, 2025, the $121 thousand unrealized loss (less than 12 months) was attributed to 87 different securities. The $2.84 million unrealized loss (12 months or more) was attributed to 157 securities. At December 31, 2024, the $471 thousand unrealized loss (less than 12 months) was attributed to 42 different securities. The $5.18 million unrealized loss (12 months or more) was attributed to 192 securities. None of the unrealized losses are individually significant. Management believes, based upon an evaluation of the issuers of the debt securities, that the unrealized losses on debt securities were the result of fluctuations in market interest rates subsequent to purchase and not a result of credit risk. Management has the intent and ability to hold investments and does not believe it will have to sell the securities until the earlier of maturity or market price recovery.
The Company considers payment history, risk ratings from external parties, financial statements for municipal and corporate securities, public statements from issuers and other available credible published sources in evaluating credit risk. No credit risk was found and no Allowance for Credit Loss on securities available for sale was recorded as of December 31, 2025 and December 31, 2024. The unrealized losses are attributed to noncredit-related factors, including changes in interest rates and other market conditions.
During the year ended December 31, 2025, the Company sold available-for-sale securities with a total book value of $48.648 million and proceeds of $48.641 million, resulting in a gross pre-tax loss of $8 thousand. The Company did not sell or recognize any gain or loss for any securities for the year-ended December 31, 2024.
Securities with a carrying value of $132.90 million and $73.59 million at December 31, 2025 and December 31, 2024, respectively, were pledged to secure public deposits and for other purposes as required by law.
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As of December 31, 2025 and December 31, 2024, the Company had $613 thousand and $268 thousand, respectively, in marketable equity securities recorded at fair value. The following is a summary of unrealized and realized gains and losses recognized in net income on marketable equity securities during the years ended December 31, 2025 and 2024 (in thousands):
| Year Ended | Year Ended | ||||
|---|---|---|---|---|---|
| December 31,<br> <br>2025 | December 31,<br> <br>2024 | ||||
| Net change in the unrealized gain (loss) recognized during the period on marketable equity securities | $ | 151 | $ | (55 | ) |
| Add: Net realized gain (loss) recognized on marketable equity securities sold during the period | **** | - | - | ||
| Net gain (loss) recognized in net income during the period on marketable equity securities still held at the reporting date | $ | 151 | $ | (55 | ) |
Restricted Investments in Bank and Other Stock
Restricted investments in bank stock represent required investments in the common stock of correspondent banks and consist of common stock of the Federal Home Loan Bank of Pittsburgh (FHLB) of $2.44 million and $2.25 million at December 31, 2025 and December 31, 2024, respectively, and other correspondent banks of $45 thousand at December 31, 2025 and December 31, 2024. Also included as of December 31, 2025 is other restricted stock of $228 thousand. As a member of the FHLB, the Bank is required to maintain an investment in FHLB stock based on mortgage loans, advances and other criteria. As no active market exists for this stock, it is carried at cost. All FHLB stock is pledged as collateral for FHLB advances. The Company evaluated its holding of FHLB stock for impairment and deemed the stock to not be impaired at December 31, 2025 and December 31, 2024. In making this determination, management concluded that recovery of total outstanding par value, which equals the carrying value, is expected. The decision was based upon review of financial information the FHLB has made publicly available.
5. LOANS AND OTHER REAL ESTATE OWNED (“OREO”)
Major categories of loans are summarized as follows as of December 31, 2025 and *December 31, 2024 (*in thousands):
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Commercial | $ | 162,775 | $ | 87,990 | ||
| Commercial real estate | **** | 354,744 | 212,595 | |||
| Residential mortgage | **** | 356,458 | 121,345 | |||
| Home equity | **** | 32,745 | 7,186 | |||
| Consumer, other | **** | 4,360 | 1,526 | |||
| Consumer, automobile | **** | 8,155 | 6,516 | |||
| **** | 919,237 | 437,158 | ||||
| Less: net deferred loan fees | **** | (1,066 | ) | (819 | ) | |
| Total loans net of deferred loan fees | **** | 918,171 | 436,339 | |||
| Less: allowance for credit losses | **** | (9,904 | ) | (4,379 | ) | |
| Net Loans | $ | 908,267 | $ | 431,960 |
In the normal course of business, loans are extended to directors, executive officers, and their affiliates.
A summary of loan activity for those directors, executive officers, and their affiliates is as follows (in thousands):
| December 31, 2024 | New Loans (a) | Repayments | December 31, 2025 | |||||
|---|---|---|---|---|---|---|---|---|
| $ | 5,562 | $ | 5,655 | $ | (3,150 | ) | $ | 8,067 |
(a) Loans to new directors and executive officers of $5.0 million that were acquired in the merger with NUBC are included in New Loans for 2025.
| December 31, 2023 | New Loans | Repayments | December 31, 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| $ | 3,574 | $ | 2,898 | $ | (910 | ) | $ | 5,562 |
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The Company grants commercial, residential, and personal loans to customers primarily in Union, Centre, Northumberland and Snyder Counties, Pennsylvania. Although the Company has a diversified loan portfolio, a significant portion of its debtors' ability to honor their contracts is dependent on the economic conditions within this region. Additionally, approximately 11% and 15% of the Company's loans at December 31, 2025 and 2024, respectively, are to individuals and corporations in the agricultural business.
The Company has elected to exclude accrued interest from the amortized cost basis in its determination of the allowance for credit losses for loans, as well as elected the policy to write-off accrued interest receivable directly through the reversal of interest income. Accrued interest receivable totaled $2.69 million and $1.18 million at December 31, 2025 and December 31, 2024, respectively, and is included in “Accrued Interest Receivable” on the Company’s Consolidated Balance Sheets.
An initial allowance for credit losses on non-PCD loans of $4.01 million was recorded through the provision for credit losses within the Consolidated Statements of Income. At the date of acquisition, of the $446.42 million of loans acquired from NNB, $53.68 million, or 12.0%, of NNB’s loan portfolio, was accounted for as PCD loans.
The following table provides details related to the fair value of acquired PCD loans as of August 1, 2025:
| (Dollars in Thousands) | Par Value | Purchase (Premium) Discount | Allowance | Initial Purchase Price | Measurement Period Adjustments | Adjusted Purchase Price | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial | $ | 18,083 | $ | (891 | ) | $ | 423 | $ | 17,615 | $ | - | $ | 17,615 |
| Commercial Real Estate | **** | 14,180 | **** | (860 | ) | **** | 114 | **** | 13,434 | **** | - | **** | 13,434 |
| Residential Mortgage | **** | 20,073 | **** | (437 | ) | **** | 178 | **** | 19,814 | **** | - | **** | 19,814 |
| Home Equity | **** | 1,077 | **** | 48 | **** | 7 | **** | 1,132 | **** | 1 | **** | 1,133 | |
| Consumer - Other | **** | 263 | **** | (17 | ) | **** | 3 | **** | 249 | **** | - | **** | 249 |
| Total | $ | 53,676 | $ | (2,157 | ) | $ | 725 | $ | 52,244 | $ | 1 | $ | 52,245 |
The following table provides details related to the fair value of acquired Non-PCD loans as of August 1, 2025:
| (Dollars in Thousands) | Par Value | Purchase (Premium) Discount | Initial Purchase Price | Measurement Period Adjustments | Adjusted Purchase Price | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial | $ | 67,002 | $ | (4,645 | ) | $ | 62,357 | $ | - | $ | 62,357 |
| Commercial Real Estate | **** | 82,855 | **** | (4,944 | ) | **** | 77,911 | **** | - | **** | 77,911 |
| Residential Mortgage | **** | 209,109 | **** | (7,169 | ) | **** | 201,940 | **** | - | **** | 201,940 |
| Home Equity | **** | 28,180 | **** | (971 | ) | **** | 27,209 | **** | 103 | **** | 27,312 |
| Consumer - Other | **** | 5,599 | **** | (141 | ) | **** | 5,458 | **** | - | **** | 5,458 |
| Total | $ | 392,745 | $ | (17,870 | ) | $ | 374,875 | $ | 103 | $ | 374,978 |
Loans acquired in business combinations are recorded in the Consolidated Balance Sheets at fair value at the acquisition date under the acquisition methos of accounting. The principal balance of purchased loans is included in the allowance for credit losses calculation. The remaining net discount on purchased loans at December 31, 2025 was $16.78 million. The outstanding principal balance and the carrying amount at December 31, 2025 of loans acquired in the business combination were as follows:
| December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| (Dollars in Thousands) | Acquired Loans - PCD | Acquired Loans - Non-PCD | Acquired Loans - Total | |||
| Outstanding Principal Balance | $ | 53,158 | $ | 365,113 | $ | 418,271 |
| Carrying amount: | ||||||
| Commercial | **** | 17,159 | **** | 56,156 | **** | 73,315 |
| Commercial Real Estate | **** | 16,741 | **** | 72,823 | **** | 89,564 |
| Residential Mortgage | **** | 18,105 | **** | 189,920 | **** | 208,025 |
| Home Equity | **** | 36 | **** | 26,261 | **** | 26,297 |
| Consumer - Other | **** | - | **** | 4,291 | **** | 4,291 |
| Total Acquired Loans | $ | 52,041 | $ | 349,451 | $ | 401,492 |
Table of Contents
Other Real Estate Owned
Foreclosed assets held for sale consist of real estate acquired in settlement of foreclosed loans and is initially recorded at fair value less estimated costs to sell at the time of transfer from loans to foreclosed, establishing a new cost basis. Subsequent to the transfer, foreclosed assets are carried at the lower of the adjusted cost or fair value less costs to sell. Additional write-downs are charged against operating expenses. Costs related to the acquisition and holding of foreclosed assets are charged to operations when incurred. The fair value of real estate acquired through foreclosure is generally determined by reference to an outside appraisal. The Company did not hold any foreclosed assets as of December 31, 2025 and December 31, 2024. At December 31, 2025 there were two commercial loans, three commercial real estate loans, and fourteen residential loans totaling $5.50 million in the process of foreclosure. There was one residential loan in the amount of $75,000 in the process of foreclosure as of December 31, 2024.
Mortgage Servicing
The Company retains the servicing rights on certain mortgage loans sold to the FHLB and Fannie Mae and receives mortgage banking fee income based upon the principal balance outstanding. The mortgage servicing rights recorded as an asset are not material. Total loans serviced for the FHLB and Fannie Mae amounted to $159.31 million and $54.86 million at December 31, 2025 and December 31, 2024, respectively. These mortgage loans sold and serviced by the Company are not reflected in the Company’s Consolidated Balance Sheets.
6. ALLOWANCE FOR CREDIT LOSSES
Credit Quality Indicators
A Loan Risk Rating Grading System has been developed and is being utilized to categorize loans with similar characteristics. There are six (6) “Pass” Ratings and the standard “Classified” Watchlist Ratings. The loans are assessed based upon the information in the Loan Committee Package and a lender identified score. Further, any reassessment would be performed when the annual loan review is performed or when the loan account exhibits signs of financial difficulty or improvement. The definition of each Loan Risk Rating is outlined below:
Pass (Grades 1-6) – These loans are to customers with credit quality ranging from an acceptable to very high quality and are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.
Special Mention (Grade 7) – This loan grade is in accordance with regulatory guidance and includes loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected.
Substandard (Grade 8) – This loan grade is in accordance with regulatory guidance and includes loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful (Grade 9) – This loan grade is in accordance with regulatory guidance and includes loans that have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.
Loss (Grade 10) – This loan grade is in accordance with regulatory guidance and includes loans that are considered uncollectible, or of such value that continuance as an asset is not warranted.
To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay the loan as agreed, the Company’s loan rating process includes several layers of internal and external oversight. The Company’s loan officers are responsible for the timely and accurate risk rating of the loans in each of their portfolios at origination and on an ongoing basis under the supervision of management. All commercial, agricultural and state and political relationships over $500,000 are reviewed annually to ensure the appropriateness of the loan grade. In addition, the Company engages an external consultant on an annual basis to: 1) review a minimum of 50% of the dollar volume of the commercial and agricultural loan portfolios, including 2) review of a sample of existing or new credit relationships with aggregate commitments greater than or equal to $1.0 million, 3) review a sample of loan relationships which are over 90 days past due, or classified Special Mention, Substandard, Doubtful, or Loss, 4) review a sample of borrowings extended to directors or executive officers, including any new borrowings made in the last year, and 5) review of other loans which management may deem appropriate.
Table of Contents
The following tables present the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company's internal risk rating system as of December 31, 2025 and December 31, 2024and gross year-to-date charge-offs for the respective periods (in thousands):
| Term Loans by Year of Origination | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving | Total | ||||||||
| Commercial | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Pass | $ | 6,465 | $ | 15,341 | $ | 7,230 | $ | 10,202 | $ | 32,215 | $ | 30,547 | $ | 56,843 | $ | 158,843 |
| Special Mention | **** | - | **** | 50 | **** | 405 | **** | 9 | **** | - | **** | 418 | **** | 894 | **** | 1,776 |
| Substandard | **** | - | **** | - | **** | 51 | **** | 1,097 | **** | 810 | **** | - | **** | 198 | **** | 2,156 |
| Doubtful | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Loss | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Commercial – Total | **** | 6,465 | **** | 15,391 | **** | 7,686 | **** | 11,308 | **** | 33,025 | **** | 30,965 | **** | 57,935 | **** | 162,775 |
| Current Year Gross Charge-Offs | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Commercial Real Estate | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Pass | **** | 66,917 | **** | 56,133 | **** | 40,313 | **** | 52,213 | **** | 48,425 | **** | 65,335 | **** | 18,246 | **** | 347,582 |
| Special Mention | **** | - | **** | - | **** | 290 | **** | 561 | **** | - | **** | 2,650 | **** | 9 | **** | 3,510 |
| Substandard | **** | - | **** | - | **** | 3 | **** | - | **** | 1,680 | **** | 54 | **** | 1,915 | **** | 3,652 |
| Doubtful | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Loss | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Commercial Real Estate – Total | **** | 66,917 | **** | 56,133 | **** | 40,606 | **** | 52,774 | **** | 50,105 | **** | 68,039 | **** | 20,170 | **** | 354,744 |
| Current Year Gross Charge-Offs | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Residential Mortgage | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Pass | **** | 57,081 | **** | 39,475 | **** | 34,327 | **** | 53,524 | **** | 47,866 | **** | 116,275 | **** | 3,742 | **** | 352,290 |
| Special Mention | **** | - | **** | 264 | **** | 156 | **** | - | **** | 99 | **** | 2,733 | **** | - | **** | 3,252 |
| Substandard | **** | - | **** | - | **** | 188 | **** | - | **** | - | **** | 535 | **** | 193 | **** | 916 |
| Doubtful | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Loss | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Residential Mortgage – Total | **** | 57,081 | **** | 39,739 | **** | 34,671 | **** | 53,524 | **** | 47,965 | **** | 119,543 | **** | 3,935 | **** | 356,458 |
| Current Year Gross Charge-Offs | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Home Equity | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Pass | **** | 4,997 | **** | 4,217 | **** | 2,543 | **** | 2,363 | **** | 2,371 | **** | 7,155 | **** | 9,043 | **** | 32,689 |
| Special Mention | **** | - | **** | 25 | **** | - | **** | - | **** | - | **** | 31 | **** | - | **** | 56 |
| Substandard | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Doubtful | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Loss | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Home Equity – Total | **** | 4,997 | **** | 4,242 | **** | 2,543 | **** | 2,363 | **** | 2,371 | **** | 7,186 | **** | 9,043 | **** | 32,745 |
| Current Year Gross Charge-Offs | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Consumer - Other | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Pass | **** | 1,477 | **** | 1,019 | **** | 753 | **** | 274 | **** | 69 | **** | 179 | **** | 554 | **** | 4,325 |
| Special Mention | **** | - | **** | 1 | **** | 2 | **** | 10 | **** | - | **** | - | **** | 1 | **** | 14 |
| Substandard | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Doubtful | **** | - | **** | - | **** | 21 | **** | - | **** | - | **** | - | **** | - | **** | 21 |
| Loss | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Consumer - Other – Total | **** | 1,477 | **** | 1,020 | **** | 776 | **** | 284 | **** | 69 | **** | 179 | **** | 555 | **** | 4,360 |
| Current Year Gross Charge-Offs | **** | - | **** | 13 | **** | 5 | **** | - | **** | - | **** | 5 | **** | - | **** | 23 |
| Consumer – Auto | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Pass | **** | 2,695 | **** | 2,368 | **** | 1,776 | **** | 1,032 | **** | 168 | **** | 48 | **** | - | **** | 8,087 |
| Special Mention | **** | - | **** | - | **** | 21 | **** | 12 | **** | 9 | **** | - | **** | - | **** | 42 |
| Substandard | **** | - | **** | - | **** | - | **** | 22 | **** | 4 | **** | - | **** | - | **** | 26 |
| Doubtful | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Loss | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Consumer - Auto – Total | **** | 2,695 | **** | 2,368 | **** | 1,797 | **** | 1,066 | **** | 181 | **** | 48 | **** | - | **** | 8,155 |
| Current Year Gross Charge-Offs | **** | - | **** | 36 | **** | 7 | **** | 6 | **** | - | **** | - | **** | - | **** | 49 |
| Overall – Total | $ | 139,632 | $ | 118,893 | $ | 88,079 | $ | 121,319 | $ | 133,716 | $ | 225,960 | $ | 91,638 | $ | 919,237 |
| Current Year Gross Charge-Offs - Total | $ | - | $ | 49 | $ | 12 | $ | 6 | $ | - | $ | 5 | $ | - | $ | 72 |
Table of Contents
| Term Loans by Year of Origination | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving | Total | ||||||||
| Commercial | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Pass | $ | 6,909 | $ | 4,500 | $ | 6,221 | $ | 14,788 | $ | 3,968 | $ | 4,812 | $ | 45,006 | $ | 86,204 |
| Special Mention | **** | 55 | **** | 381 | **** | - | **** | - | **** | 451 | **** | - | **** | 899 | **** | 1,786 |
| Substandard | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Doubtful | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Loss | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Commercial – Total | **** | 6,964 | **** | 4,881 | **** | 6,221 | **** | 14,788 | **** | 4,419 | **** | 4,812 | **** | 45,905 | **** | 87,990 |
| Current Year Gross Charge-Offs | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Commercial Real Estate | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Pass | **** | 44,433 | **** | 35,523 | **** | 26,801 | **** | 34,436 | **** | 16,420 | **** | 46,684 | **** | 56 | **** | 204,353 |
| Special Mention | **** | 240 | **** | 289 | **** | 573 | **** | - | **** | - | **** | 2,677 | **** | - | **** | 3,779 |
| Substandard | **** | - | **** | - | **** | - | **** | 4,449 | **** | - | **** | 14 | **** | - | **** | 4,463 |
| Doubtful | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Loss | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Commercial Real Estate – Total | **** | 44,673 | **** | 35,812 | **** | 27,374 | **** | 38,885 | **** | 16,420 | **** | 49,375 | **** | 56 | **** | 212,595 |
| Current Year Gross Charge-Offs | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Residential Mortgage | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Pass | **** | 14,439 | **** | 14,932 | **** | 15,320 | **** | 19,923 | **** | 18,859 | **** | 35,550 | **** | 128 | **** | 119,151 |
| Special Mention | **** | 453 | **** | 277 | **** | - | **** | 364 | **** | - | **** | 624 | **** | - | **** | 1,718 |
| Substandard | **** | - | **** | - | **** | - | **** | - | **** | - | **** | 476 | **** | - | **** | 476 |
| Doubtful | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Loss | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Residential Mortgage – Total | **** | 14,892 | **** | 15,209 | **** | 15,320 | **** | 20,287 | **** | 18,859 | **** | 36,650 | **** | 128 | **** | 121,345 |
| Current Year Gross Charge-Offs | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Home Equity | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Pass | **** | 109 | **** | - | **** | - | **** | - | **** | - | **** | 369 | **** | 6,708 | **** | 7,186 |
| Special Mention | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Substandard | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Doubtful | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Loss | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Home Equity – Total | **** | 109 | **** | - | **** | - | **** | - | **** | - | **** | 369 | **** | 6,708 | **** | 7,186 |
| Current Year Gross Charge-Offs | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Consumer - Other | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Pass | **** | 707 | **** | 445 | **** | 200 | **** | 31 | **** | 7 | **** | 5 | **** | 109 | **** | 1,504 |
| Special Mention | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Substandard | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Doubtful | **** | - | **** | 22 | **** | - | **** | - | **** | - | **** | - | **** | - | **** | 22 |
| Loss | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Consumer - Other – Total | **** | 707 | **** | 467 | **** | 200 | **** | 31 | **** | 7 | **** | 5 | **** | 109 | **** | 1,526 |
| Current Year Gross Charge-Offs | **** | 10 | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | 10 |
| Consumer – Auto | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Pass | **** | 2,574 | **** | 2,113 | **** | 1,138 | **** | 367 | **** | 130 | **** | 155 | **** | - | **** | 6,477 |
| Special Mention | **** | 8 | **** | 5 | **** | 15 | **** | - | **** | - | **** | - | **** | - | **** | 28 |
| Substandard | **** | - | **** | - | **** | - | **** | 8 | **** | - | **** | 3 | **** | - | **** | 11 |
| Doubtful | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Loss | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - | **** | - |
| Consumer - Auto – Total | **** | 2,582 | **** | 2,118 | **** | 1,153 | **** | 375 | **** | 130 | **** | 158 | **** | - | **** | 6,516 |
| Current Year Gross Charge-Offs | **** | 13 | **** | 26 | **** | - | **** | 13 | **** | - | **** | - | **** | - | **** | 52 |
| Overall – Total | $ | 69,927 | $ | 58,487 | $ | 50,268 | $ | 74,366 | $ | 39,835 | $ | 91,369 | $ | 52,906 | $ | 437,158 |
| Current Year Gross Charge-Offs - Total | $ | 23 | $ | 26 | $ | - | $ | 13 | $ | - | $ | - | $ | - | $ | 62 |
Table of Contents
There were no revolving to term loans as of December 31, 2025 and December 31, 2024.
The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by past due and nonaccrual status as of December 31, 2025 and *December 31, 2024 (*in thousands):
| Greater | Total Past | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| than 90 | Due and | Total | ||||||||||
| 30-89 Days | Days and | Non- | Non- | Loans | ||||||||
| December 31, 2025 | Past Due (1) | Accruing | accrual | accrual | Current | Receivable | ||||||
| Commercial | $ | 597 | $ | - | $ | 1,646 | $ | 2,243 | $ | 160,532 | $ | 162,775 |
| Commercial real estate | **** | - | **** | - | **** | 2,274 | **** | 2,274 | **** | 352,470 | **** | 354,744 |
| Residential mortgage | **** | 3,572 | **** | - | **** | 2,321 | **** | 5,893 | **** | 350,565 | **** | 356,458 |
| Home equity | **** | 180 | **** | - | **** | 15 | **** | 195 | **** | 32,550 | **** | 32,745 |
| Consumer, other | **** | 46 | **** | - | **** | 6 | **** | 52 | **** | 4,308 | **** | 4,360 |
| Consumer, automobile | **** | 202 | **** | - | **** | 42 | **** | 244 | **** | 7,911 | **** | 8,155 |
| Total | $ | 4,597 | $ | - | $ | 6,304 | $ | 10,901 | $ | 908,336 | $ | 919,237 |
(1) Excludes any non-accrual loans 30-89 days past due.
| Greater | Total Past | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| than 90 | Due and | Total | ||||||||||
| 30-89 Days | Days and | Non- | Non- | Loans | ||||||||
| December 31, 2024 | Past Due (1) | Accruing | accrual | accrual | Current | Receivable | ||||||
| Commercial | $ | 18 | $ | - | $ | - | $ | 18 | $ | 87,972 | $ | 87,990 |
| Commercial real estate | - | - | - | - | 212,595 | 212,595 | ||||||
| Residential mortgage | 282 | - | 420 | 702 | 120,643 | 121,345 | ||||||
| Home equity | - | - | - | - | 7,186 | 7,186 | ||||||
| Consumer, other | 2 | - | - | 2 | 1,524 | 1,526 | ||||||
| Consumer, automobile | 121 | - | 18 | 139 | 6,377 | 6,516 | ||||||
| Total | $ | 423 | $ | - | $ | 438 | $ | 861 | $ | 436,297 | $ | 437,158 |
(1) Excludes any non-accrual loans 30-89 days past due.
Table of Contents
The following tables present nonaccrual loans, by loan class, as of December 31, 2025 and *December 31, 2024 (*in thousands):
| Nonaccruals | Nonaccruals | |||
|---|---|---|---|---|
| with No | with an | |||
| Allowance | Allowance | |||
| for Credit | for Credit | |||
| December 31, 2025 | Losses | Losses | ||
| Commercial | $ | 1,148 | $ | 498 |
| Commercial real estate | **** | 74 | **** | 2,200 |
| Residential mortgage | **** | 1,727 | **** | 594 |
| Home equity | **** | 15 | **** | - |
| Consumer, other | **** | 6 | **** | - |
| Consumer, automobile | **** | 42 | **** | - |
| Total | $ | 3,012 | $ | 3,292 |
| Nonaccruals | Nonaccruals | |||
| --- | --- | --- | --- | --- |
| with No | with an | |||
| Allowance | Allowance | |||
| for Credit | for Credit | |||
| December 31, 2024 | Losses | Losses | ||
| Commercial | $ | - | $ | - |
| Commercial real estate | - | - | ||
| Residential mortgage | 420 | - | ||
| Home equity | - | - | ||
| Consumer, other | - | - | ||
| Consumer, automobile | 18 | - | ||
| Total | $ | 438 | $ | - |
During the years ended December 31, 2025 and December 31, 2024, no accrued interest receivable was reversed against interest income.
The following tables summarize the activity in the allowance for credit losses by loan class for the years ended December 31, 2025 and 2024, and information in regard to the allowance for credit losses and the recorded investment in loans receivable by loan class as of December 31, 2025 and *December 31, 2024 (*in thousands):
| Initial | Initial | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning | Provision for | Provision for | Provisions | Ending | ||||||||||||
| December 31, 2025 | Balance | PCD Loans | Charge-offs | Recoveries | Non-PCD Loans | (Credits) | Balance | |||||||||
| Commercial | $ | 1,007 | $ | 423 | $ | - | $ | 5 | $ | 1,311 | $ | 574 | $ | 3,320 | ||
| Commercial real estate | **** | 2,366 | **** | 114 | **** | - | **** | - | **** | 975 | **** | 558 | **** | 4,013 | ||
| Residential mortgage | **** | 823 | **** | 178 | **** | - | **** | - | **** | 1,466 | **** | (221 | ) | **** | 2,246 | |
| Home equity | **** | 83 | **** | 7 | **** | - | **** | - | **** | 184 | **** | (94 | ) | **** | 180 | |
| Consumer, other | **** | 18 | **** | 3 | **** | (23 | ) | **** | 4 | **** | 73 | **** | (15 | ) | **** | 60 |
| Consumer, automobile | **** | 82 | **** | - | **** | (49 | ) | **** | 11 | **** | - | **** | 41 | **** | 85 | |
| Total | $ | 4,379 | $ | 725 | $ | (72 | ) | $ | 20 | $ | 4,009 | $ | 843 | $ | 9,904 |
Table of Contents
| Beginning | Provisions | Ending | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | Balance | Charge-offs | Recoveries | (Credits) | Balance | |||||||
| Commercial | $ | 793 | $ | - | $ | 2 | $ | 212 | $ | 1,007 | ||
| Commercial real estate | 1,741 | - | - | 625 | 2,366 | |||||||
| Residential mortgage | 792 | - | - | 31 | 823 | |||||||
| Home equity | 60 | - | - | 23 | 83 | |||||||
| Consumer, other | 44 | (10 | ) | - | (16 | ) | 18 | |||||
| Consumer, automobile | 85 | (52 | ) | 9 | 40 | 82 | ||||||
| Unallocated | 346 | - | - | (346 | ) | - | ||||||
| Total | $ | 3,861 | $ | (62 | ) | $ | 11 | $ | 569 | $ | 4,379 | |
| Allowance for Credit Losses | Loans Receivable | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Ending Balance December 31, 2025 | Ending Balance December 31, 2025 | |||||||||||
| Individually | Collectively | Individually | Collectively | |||||||||
| Evaluated | Evaluated | Total | Evaluated | Evaluated | Total | |||||||
| Commercial | $ | 498 | $ | 2,822 | $ | 3,320 | $ | 1,646 | $ | 161,129 | $ | 162,775 |
| Commercial real estate | **** | 98 | **** | 3,915 | **** | 4,013 | **** | 2,273 | **** | 352,471 | **** | 354,744 |
| Residential mortgage | **** | 19 | **** | 2,227 | **** | 2,246 | **** | 2,897 | **** | 353,561 | **** | 356,458 |
| Home equity | **** | - | **** | 180 | **** | 180 | **** | 15 | **** | 32,730 | **** | 32,745 |
| Consumer, other | **** | - | **** | 60 | **** | 60 | **** | 1 | **** | 4,359 | **** | 4,360 |
| Consumer, automobile | **** | - | **** | 85 | **** | 85 | **** | - | **** | 8,155 | **** | 8,155 |
| Total | $ | 615 | $ | 9,289 | $ | 9,904 | $ | 6,832 | $ | 912,405 | $ | 919,237 |
| Allowance for Credit Losses | Loans Receivable | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Ending Balance December 31, 2024 | Ending Balance December 31, 2024 | |||||||||||
| Individually | Collectively | Individually | Collectively | |||||||||
| Evaluated | Evaluated | Total | Evaluated | Evaluated | Total | |||||||
| Commercial | $ | 17 | $ | 990 | $ | 1,007 | $ | 964 | $ | 87,026 | $ | 87,990 |
| Commercial real estate | - | 2,366 | 2,366 | 289 | 212,306 | 212,595 | ||||||
| Residential mortgage | 3 | 820 | 823 | 852 | 120,493 | 121,345 | ||||||
| Home equity | - | 83 | 83 | - | 7,186 | 7,186 | ||||||
| Consumer, other | - | 18 | 18 | - | 1,526 | 1,526 | ||||||
| Consumer, automobile | - | 82 | 82 | - | 6,516 | 6,516 | ||||||
| Total | $ | 20 | $ | 4,359 | $ | 4,379 | $ | 2,105 | $ | 435,053 | $ | 437,158 |
The Company individually evaluates loans for impairment when a loan meets the following criteria: credit risk rated substandard or doubtful and on non-accrual status, or a previously modified loan that is now past due 30 days or more.
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The Company has certain loans for which repayment is dependent upon the operation or sale of collateral when the borrower is experiencing financial difficulty. Under ASC 326, for collateral dependent loans, the Company has adopted the practical expedient to measure the allowance for credit losses based on the fair value of the collateral. The allowance for credit losses is calculated on an individual loan basis on the shortfall between the fair value of the loan's collateral, which is adjusted for liquidation costs, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required. The following table details the amortized costs of the collateral dependent loans as of December 31, 2025 and *December 31, 2024 (*in thousands):
| Real Estate | Other | |||||
|---|---|---|---|---|---|---|
| December 31, 2025 | Collateral | Collateral | Total | |||
| Commercial | $ | 1,575 | $ | 71 | $ | 1,646 |
| Commercial real estate | **** | 2,271 | **** | - | **** | 2,271 |
| Residential mortgage | **** | 1,586 | **** | - | **** | 1,586 |
| Home equity | **** | 15 | **** | - | **** | 15 |
| Consumer, other | **** | - | **** | - | **** | - |
| Consumer, automobile | **** | - | **** | - | **** | - |
| Total | $ | 5,447 | $ | 71 | $ | 5,518 |
| Real Estate | Other | |||||
| --- | --- | --- | --- | --- | --- | --- |
| December 31, 2024 | Collateral | Collateral | Total | |||
| Commercial | $ | 97 | $ | - | $ | 97 |
| Commercial real estate | - | - | - | |||
| Residential mortgage | 590 | - | 590 | |||
| Home equity | - | - | - | |||
| Consumer, other | - | - | - | |||
| Consumer, automobile | - | - | - | |||
| Total | $ | 687 | $ | - | $ | 687 |
Modifications
In situations where a borrower is experiencing financial difficulty, management grants a concession to the borrower that it would not otherwise consider, and the modification results in a more than insignificant change in contractual cash flows, the related loan is subject to specific disclosure requirements. Management strives to identify borrowers in financial difficulty early and work with them to modify their loans to more affordable terms before their loans reach nonaccrual status. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. Occasionally, we may modify a loan by providing principal forgiveness. In some cases, we will modify a loan by providing multiple types, or combinations, of concessions.
The following table presents the amortized cost basis of loans at December 31, 2025and December 31, 2024 that were both experiencing financial difficulty and modified during the years ended December 31, 2025 and December 31, 2024. The percentage of amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each financing receivable is also presented below. All loan categories with modifications are included in the table below (in thousands):
| December 31, 2025 | Principal Forgiveness | Payment Delay | Term Extension | Interest Rate Reduction | Combination Term Extension and Payment Delay | Total | % of Total Class of Financing Receivable | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial | $ | - | $ | - | $ | 498 | $ | - | $ | - | $ | 498 | **** | 0.3 | % |
| Total | $ | - | $ | - | $ | 498 | $ | - | $ | - | $ | 498 | **** | 0.1 | % |
| December 31, 2024 | Principal Forgiveness | Payment Delay | Term Extension | Interest Rate Reduction | Combination Term Extension and Payment Delay | Total | % of Total Class of Financing Receivable | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Commercial | $ | - | $ | - | $ | 97 | $ | - | $ | 866 | $ | 963 | 1.1 | % | |
| Commercial real estate | $ | - | $ | - | $ | - | $ | - | $ | 290 | $ | 290 | 0.1 | % | |
| Residential mortgage | $ | - | $ | - | $ | 170 | $ | - | $ | 262 | $ | 432 | 0.4 | % | |
| Total | $ | - | $ | - | $ | 267 | $ | - | $ | 1,418 | $ | 1,685 | 0.4 | % |
There were no commitments to lend additional funds under these modifications as of December 31, 2025.
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There were no loans to borrowers experiencing financial difficulty that defaulted during the years ended December 31, 2025 and 2024 and were modified in the twelve months prior.
Unfunded Commitments
The Company maintains an allowance for off-balance sheet credit exposures such as unfunded balances for existing lines of credit, commitments to extend future credit, as well as both standby and commercial letters of credit when there is a contractual obligation to extend credit and when this extension of credit is not unconditionally cancellable by the Company. The allowance for off-balance sheet credit exposures is adjusted as a provision for (or recovery of) credit losses and is included in provision for (recovery of) credit losses in the Consolidated Statements of Income. The estimate includes consideration of the likelihood that funding will occur, which is based on a historical funding study derived from internal information, and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which are the same loss rates that are used in computing the allowance for loan credit losses. The allowance for credit losses for unfunded loan commitments of $717 thousand and $377 thousand at December 31, 2025and *December 31, 2024,*respectively, is separately classified within "Other Liabilities" on the Consolidated Balance Sheets. The following tables present the balance and activity in the allowance for credit losses for unfunded loan commitments for the years ended December 31, 2025 and 2024 (in thousands):
| Allowance for | ||
|---|---|---|
| Credit Losses | ||
| Unfunded | ||
| Commitments | ||
| Beginning balance, December 31, 2024 | $ | 377 |
| Provision for credit losses | **** | 340 |
| Beginning balance, December 31, 2025 | $ | 717 |
| Allowance for | ||
| --- | --- | --- |
| Credit Losses | ||
| Unfunded | ||
| Commitments | ||
| Beginning balance, December 31, 2023 | $ | 266 |
| Provision for credit losses | 111 | |
| Beginning balance, December 31, 2024 | $ | 377 |
7. PREMISES AND EQUIPMENT
Major classifications of premises and equipment are summarized as follows at *December 31 (*in thousands):
| December 31, | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Land | $ | 3,361 | $ | 2,476 | ||
| Construction in progress | **** | 29 | - | |||
| Buildings | **** | 18,975 | 10,177 | |||
| Furniture and fixtures | **** | 4,962 | 4,387 | |||
| Automobiles | **** | 197 | 160 | |||
| Total | **** | 27,524 | 17,200 | |||
| Less accumulated depreciation | **** | (9,596 | ) | (8,949 | ) | |
| Net | $ | 17,928 | $ | 8,251 |
Depreciation expense for the years ended December 31, 2025 and 2024 amounted to $665 thousand and $483 thousand, respectively.
8. DEPOSITS
Aggregate time deposits in denominations of $250,000 or more were $98.44 million and $39.50 million at December 31, 2025 and 2024, respectively.
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A summary of the maturity of time deposits as of December 31, 2025 is as follows (in thousands):
| Year Ending December 31, | ||
|---|---|---|
| 2026 | $ | 310,780 |
| 2027 | **** | 23,612 |
| 2028 | **** | 11,574 |
| 2029 | **** | 2,524 |
| 2030 | **** | 1,714 |
| Total | $ | 350,204 |
At December 31, 2025 and 2024, deposits from related parties totaled $7.29 million and $2.28 million, respectively.
The Company had no customers with aggregate deposit accounts totaling five percent or greater of total deposits as of December 31, 2025 December 31, 2024.
The Company obtains certain deposits through the efforts of third-part broker. Brokered deposits totaled $11.26 million $6.27 million at December 31, 2025 and December 31, 2024, respectively, and were included primarily in time deposits on the Company's Consolidated Balance Sheets.
9. BORROWINGS AND SUBORDINATED DEBT
FHLB Borrowings
The Company maintains a borrowing agreement with the FHLB of Pittsburgh with an available funding capacity of approximately $432.94 million as of December 31, 2025. This agreement is subject to annual renewal, incurs no service charges, and is secured by FHLB stock and a blanket security agreement on outstanding residential mortgage loans.
Federal Home Loan Bank advances consist of separate loans with the FHLB of Pittsburgh as of December 31, 2025 and December 31, 2024 as follows (dollars in thousands):
| 2025 | 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Weighted | Weighted | |||||||||
| Amount | Average Rate | Amount | Average Rate | |||||||
| FHLB fixed-rate advances maturing: | ||||||||||
| 2025 | $ | - | - | % | $ | 37,550 | 4.40 | % | ||
| 2026 | **** | 4,500 | **** | 4.02 | 4,500 | 4.02 | ||||
| 2027 | **** | 500 | **** | 1.19 | 500 | 1.19 | ||||
| 2028 | **** | 500 | **** | 1.22 | 500 | 1.22 | ||||
| Total | $ | 5,500 | $ | 43,050 |
Subordinated Debt
As part of the acquisition of NUBC, the Company acquired previously issued $10 million of subordinated debt, as of December 31, 2025 the balance was $9.89 million. The subordinated debt has a term of 10 years, maturing in June 2031, and a contractual fixed interest rate of 4.50% through June 30, 2026. The effective rate is 4.70%, which includes the amortization of issuance costs. Subsequent to June 30, 2026, the interest rate will be floating, based on the 90-day average Secured Overnight Financing Rate (“SOFR”) plus 382 basis points. Interest is paid semi-annually in June and December.
The Company may redeem or prepay any or all of the subordinated debt, in whole or in part, without premium or penalty, at any time on or after June 30, 2026, and prior to the maturity date at a price of 100% of the principal amount, plus interest accrued and unpaid to the date of redemption or prepayment.
10. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that entitles and obligates the Company to repurchase the assets.
As a result, these repurchase agreements are accounted for as collateralized financing agreements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability in the Company’s Consolidated Balance Sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities.
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The following table presents the liabilities subject to an enforceable master netting arrangement or repurchase agreements as of December 31, 2025 and 2024 (dollars in thousands):
| Gross Amounts Not Offset | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| in the Balance Sheets | ||||||||||||
| December 31, 2025 | Gross Amounts of Recognized Liabilities | Gross Amounts Offset in the Balance Sheets | Net Amounts of Liabilities Presented in the Balance Sheets | Financial Instruments | Cash Collateral Pledged | Net Amount | ||||||
| Repurchase agreements: | ||||||||||||
| Commercial customers^(a)^ | $ | 1,589 | $ | - | $ | 1,589 | $ | 1,589 | $ | - | $ | - |
| Gross Amounts Not Offset | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| in the Balance Sheets | ||||||||||||
| December 31, 2024 | Gross Amounts of Recognized Liabilities | Gross Amounts Offset in the Balance Sheets | Net Amounts of Liabilities Presented in the Balance Sheets | Financial Instruments | Cash Collateral Pledged | Net Amount | ||||||
| Repurchase agreements: | ||||||||||||
| Commercial customers ^(a)^ | $ | 1,143 | $ | - | $ | 1,143 | $ | 1,143 | $ | - | $ | - |
| ^(a)^ | As of December 31, 2025 and 2024, the fair value of securities pledged in connection with repurchase agreements was $1.65 million and $1.15 million, respectively. | |||||||||||
| --- | --- |
11. BENEFIT PLANS
Section 401(k) Plan
The Company sponsors a contributory defined contribution Section 401(k) plan covering substantially all employees who have completed one year of service, have worked 1,000 hours and have attained age twenty-one. The plan permits employees to make pretax contributions which are matched by the Company up to four percent of the employee's compensation. The Company's contributions were $280 thousand and $174 thousand for the years ended December 31, 2025and 2024, respectively. Contributions made by the Company vest immediately.
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The Company has a profit-sharing employer contribution component to the 401(k) Plan. The profit-sharing employer contribution is made at the discretion of management and the Board of Directors based upon current year earnings. The Company's contributions were $14 thousand and $177 thousand for the years ended December 31, 2025and 2024, respectively. Contributions made by the Company vest ratably beginning after the second year of service and are fully vested after an employee completes six years of service.
Employee Stock Ownership Plan
The Company sponsors an Employee Stock Ownership Plan (ESOP) covering substantially all employees who have completed one year of service, have worked 1,000 hours and have attained age twenty-one. Contributions to the plan are permitted based upon management’s discretion. The Company's contributions were $488 thousand and $131 thousand in 2025 and 2024, respectively. Contributions made by the Company vest ratably beginning after the second year of service and are fully vested after an employee completes six years of service. The number of shares held by the plan were 161,126 at December 31, 2025 and 75,080 at December 31, 2024. All shares are allocated to participants.
In the event a terminated plan participant desires to sell his or her shares of the Company stock, or for certain employees who elect to diversify their account balances, the Company may be required to purchase the shares from the participant at their fair value. To the extent that shares of common stock held by the ESOP are not readily traded, a sponsor must reflect the maximum cash obligation related to those securities outside of stockholders’ equity.
As of December 31, 2025 and December 31, 2024, the shares held by the ESOP, fair value and maximum cash obligation were as follows:
| As of | December 31,<br> <br>2025 | December 31,<br> <br>2024 | ||
|---|---|---|---|---|
| Shares held by the ESOP | **** | 161,126 | 75,080 | |
| Fair value per share | $ | 28.55 | $ | 25.00 |
| Maximum cash obligation | $ | 4,600,147 | $ | 1,877,000 |
Deferred Directors' Compensation
The Company maintains deferred compensation plans with directors through which the payments of the directors' fees are deferred. The future liability of these agreements, which is payable in ten annual installments, was financed through the purchase of life insurance contracts.
The present value of the future liability of the plans at December 31, 2025 and December 31, 2024 was $912 thousand and $890 thousand, respectively, and is included in "Other Liabilities" in the consolidated balance sheets. The related expenses amounted to $81 thousand and $89 thousand for December 31, 2025 and December 31, 2024, respectively.
Supplemental Retirement Plans
The Company has an unfunded, non-qualified supplemental executive retirement plan (SERP) for certain key executives. The SERP is designed to provide certain executives, upon attaining age 65, with projected annual distributions. The liability of the SERP at December 31, 2025 and December 31, 2024was $1.64 million and $1.52 million, respectively, and is included in "Other Liabilities" in the consolidated balance sheets. The related expense amounted to $172 thousand and $90 thousand for the periods ended December 31, 2025 and December 31, 2024, respectively. The Company offsets the cost of these plans through the purchase of bank-owned life insurance as noted below.
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Bank Owned Life Insurance
The Company invests in bank owned life insurance (BOLI) as a source of funding for employee and director benefit expenses. BOLI involves the purchasing of life insurance by the Company on a chosen group of officers and directors. The Company is the owner and beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies. Income from the increase in the cash surrender value of the policies is included with noninterest income on the Consolidated Statements of Income. The policies can be liquidated, if necessary, with tax costs associated. However, the Company intends to hold these policies and accordingly, the Company has not provided for deferred income taxes on the earnings from the increase in cash surrender value.
The Company recognizes a liability for postretirement benefits provided through an endorsed split-dollar life insurance arrangement. The liability for post-retirement benefits under these arrangements was $1.43 million and $843 thousand at December 31, 2025 and December 31, 2024, respectively, and is included in "Other Liabilities" on the Consolidated Balance Sheets. Expense in the years ended December 31, 2025 and 2024 was $76 thousand and $5 thousand, respectively.
The Company holds bank-owned life insurance (BOLI) with a cash value of $28.23 million and $12.97 million at December 31, 2025 and December 31, 2024, respectively. Bank owned life insurance of $14.85 million was acquired with the merger of NUBC for the year ended December 31, 2025. No additional split-dollar life insurance policies were added during the year ended *December 31, 2024.*The Plan provides that the Company and the officers and directors share in the rights to the death benefits of bank owned split-dollar life insurance policies (the "BOLI Policies") and provides for additional compensation to the officers and directors, equal to any income tax consequences related to the Supplemental Plan until retirement. The amount of the BOLI Policies has been calculated so that the projected increases in their cash surrender value will substantially offset the Company's expense related to the Supplemental Retirement Plans. In addition, the BOLI Policies are intended to provide the directors with $100,000 of supplemental life insurance and the executive officers with supplemental life insurance equal to three times salary. Neither the insurance company nor the Company has guaranteed any minimum cash value.
12. INCOME TAXES
The Company files tax returns in the U.S. federal jurisdiction and required states. With few exceptions, the Bank is no longer subject to tax examination by tax authorities for years prior to 2022. Cash paid for federal income taxes, net of any refunds, during the years ended December 31, 2025 and 2024 were $1.37 million and $945 thousand, respectively.
The Commonwealth of Pennsylvania assesses a Bank Franchise Tax on banks instead of a state income tax. The Bank Franchise Tax expense is reported in non-interest expense and the tax's calculation is unrelated to taxable income. The Bank does not file any income-based taxes in any other states.
The provision for income taxes for the years ended December 31, 2025 and 2024 consists of the following components before the adoption of ASU 2023-09 (in thousands):
| Year Ended December 31, | 2025 | 2024 | |||
|---|---|---|---|---|---|
| Current tax expense | $ | 642 | $ | 1,017 | |
| Deferred tax expense (benefit) | **** | 118 | (123 | ) | |
| Total Provision | $ | 760 | $ | 894 |
The tax effects of deductible and taxable temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31 are as follows (in thousands):
| December 31, | 2025 | 2024 | ||
|---|---|---|---|---|
| Deferred tax assets: | ||||
| Allowance for credit losses | $ | 2,231 | $ | 999 |
| Deferred compensation | **** | 663 | 520 | |
| Purchase accounting adjustments on loans | **** | 3,524 | - | |
| Purchase accounting adjustments on securities | **** | 1,406 | - | |
| Core contract termination | **** | 713 | - | |
| Net Unrealized losses on securities | **** | 302 | 1,193 | |
| Other | **** | 182 | - | |
| Total | **** | 9,021 | 2,712 | |
| Deferred tax liabilities: | ||||
| Premises and equipment | **** | 283 | 176 | |
| Purchase accounting adjustments on premises | **** | 616 | - | |
| Purchase accounting adjustments on deposits and borrowings | **** | 165 | - | |
| Core deposit intangible | **** | 2,846 | - | |
| Purchase accounting adjustments on intangible assets | **** | 440 | - | |
| Deferred loan origination costs | **** | 93 | 92 | |
| Other | **** | 442 | 197 | |
| Total | **** | 4,885 | 465 | |
| Net Deferred Tax Asset | $ | 4,136 | $ | 2,247 |
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Income tax expense for the years ended December 31, 2025 and 2024 differed from the federal statutory rate applied to income before income taxes for the following reasons in accordance with ASU 2023-09 (dollars in thousands):
| 2025 | 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | Percentage | Amount | Percentage | |||||||||
| Provision at statutory rate | $ | 4,966 | **** | 21.0 | % | $ | 1,129 | 21.0 | % | |||
| Tax-exempt interest | **** | (438 | ) | **** | (1.9 | ) | (342 | ) | (6.4 | ) | ||
| Nondeductible interest expense | **** | 56 | **** | 0.2 | 66 | 1.2 | ||||||
| Bank owned life insurance | **** | (88 | ) | **** | (0.4 | ) | (54 | ) | (1.0 | ) | ||
| Bargain purchase gain | **** | (3,844 | ) | **** | (16.3 | ) | - | - | ||||
| Nondeductible merger expenses | **** | 172 | **** | 0.7 | 113 | 2.1 | ||||||
| Other, net | **** | (64 | ) | **** | (0.3 | ) | (18 | ) | (0.3 | ) | ||
| Applicable Income Taxes and Effective Rates | $ | 760 | **** | 3.0 | % | $ | 894 | 16.6 | % |
It is anticipated that all tax assets shown above will be realized and accordingly no valuation allowance was provided. The Company and the Bank file a consolidated federal income tax return.
The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than- not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. There is currently no liability for uncertain tax positions and no known unrecognized tax benefits. With limited exceptions, the Company’s federal and state income tax returns for taxable years through 2022 have been closed for purposes of examination by the federal and state taxing jurisdictions.
13. OPERATING LEASE COMMITMENTS AND CONTINGENCIES
The Company leases one office location under operating leases. This operating lease was assumed with the acquisition of NUBC. The Company has elected to account for the variable nonlease components, such as common area maintenance charges, utilities, real estate taxes, and insurance, separately from the lease component. Such variable nonlease components are reported in net occupancy expense on the Consolidated Statements of Income when paid. These variable nonlease components were excluded from the calculation of the present value of the remaining lease payments, therefore, they are not included in the right-of-use assets and lease liabilities reported on the Consolidated Balance Sheets.
As of December 31, 2025the Company had recorded right-of-use assets in other assets for operating leases of $1.06 million and related lease liabilities totaling $1.06 million, in other liabilities in its Consolidated Balance Sheets.
The Company’s lease contains an option to renew the lease after the initial term. Management considers the Company’s historical pattern of exercising renewal options on leases and the positive performance of the leased locations, when determining whether it is reasonably certain that the leases will be renewed. If management concludes that there is reasonable certainty about the renewal option, it is included in the calculation of the remaining term of each applicable lease. The discount rate utilized in calculating the present value of the remaining lease payments for each lease was the Federal Home Loan Bank of Pittsburgh advance rate corresponding to the remaining maturity of the lease as of August 1, 2025. The following table presents the weighted-average remaining lease term and discount rate for the leases outstanding at December 31, 2025.
| 2025 | |||
|---|---|---|---|
| Weighted-average remaining term (years) | **** | 17.1 | |
| Weighted-average discount rate | **** | 5.06 | % |
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The following table presents the undiscounted cash flows due related to operating leases as of December 31, 2025, along with a reconciliation to the discounted amount recorded on the Consolidated Balance Sheets:
Undiscounted cash flows due (In thousands):
| 2026 | $ | 80 | |
|---|---|---|---|
| 2027 | 82 | ||
| 2028 | 84 | ||
| 2029 | 85 | ||
| 2030 | 87 | ||
| Thereafter | 1,207 | ||
| Total undiscounted cash flows | 1,625 | ||
| Discount on cash flows | (567 | ) | |
| Total lease liabilities | $ | 1,058 |
Under Topic 842, the lessee can elect to not record on the Consolidated Balance Sheets a lease whose term is twelve months or less and does not include a purchase option that the lessee is reasonably certain to exercise. As of December 31, 2025, the Company had no leases that had a term of twelve months or less.
Rental expense under operating leases totaled approximately $33 thousand in 2025 and $2 thousand in 2024.
In the normal course of business, the Company is subject to pending and threatened litigation in which claims for monetary damages are asserted. In management’s opinion, the Company’s financial position and results of operations would not be materially affected by the outcome of these legal proceedings.
14. REGULATORY MATTERS
Cash and Due from Banks
Deposits with correspondent financial institutions are insured up to $250,000 per institution. The Company maintains cash and cash equivalents with certain correspondent financial institutions in excess of the insured amount.
Regulatory Capital Requirements
The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated 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 the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors. The Company is exempt from consolidated capital requirements as those requirements do not apply to bank holding companies with consolidated assets under $3 billion.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If a bank becomes undercapitalized, its regulator must take certain supervisory actions under prompt corrective action regulations, and such actions could have a direct material effect on the institution's financial statements. Generally, an institution is considered well capitalized if it has a leverage (Tier 1) ratio of 5.0% or greater, a common equity Tier 1 ratio of 6.5% or greater, a Tier 1 risk based capital ratio of 8.0% or greater, and a total risk-based capital ratio of 10.0% or greater.
The federal banking agencies have developed a minimum Community Bank Leverage Ratio ("CBLR") (which represents a bank's tier 1 capital to average total consolidated assets) for financial institutions with assets of less than $10 billion and limited amounts of off-balance-sheet exposures and trading assets and liabilities. A “qualifying community bank” may elect to utilize the CBLR in lieu of the general applicable risk-based capital requirements under Basel III. If the community bank exceeds this ratio, it will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Basel III. The federal banking agencies may consider a financial institution’s risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies set the minimum CBLR at 9.00%. The Bank elected to be subject to the CBLR when it became effective on January 1, 2020, and has continued to use the Community Bank Leverage Ratio since that time.
Volatile earnings, along with other qualitative factors and changes to regulatory mandates, could significantly impact the Bank’s capital adequacy. The most recent notification from the FDIC categorized the Bank as “well capitalized” and there have been no conditions or events since that notification that management believes have changed the Bank’s categorization.
As of December 31, 2025 and 2024, the Bank's Community Bank Leverage Ratio was 8.56% and 9.67%, respectively, so it was deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes. This is the first quarter that the Bank’s CBLR fell below the 9.00% minimum and thus is deemed to be in the CBLR grace period.
CBLR Grace Period
If an electing banking organization fails to satisfy one or more of the qualifying criteria but maintains a leverage ratio of greater than 8 percent, that banking organization would have a "grace period" of up to two quarters during which it could continue to use the community bank leverage ratio framework and be deemed to meet the "well capitalized" capital ratio requirements. As long as the banking organization is able to return to compliance with all the qualifying criteria within two quarters, it continues to be deemed to meet the "well capitalized" ratio requirements and be in compliance with the generally applicable capital rule.
A banking organization is required to comply with and report under the generally applicable capital rule and file the relevant regulatory reports if the banking organization (i) is unable to restore compliance with all qualifying criteria during the two-quarter grace period (including reporting a leverage ratio greater than 9 percent), (ii) has a leverage ratio of 8 percent or less, or (iii) ceases to satisfy the qualifying criteria due to consummation of a merger transaction.
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The Bank's actual capital amounts and ratios are as follows as of December 31, 2025 and *December 31, 2024 (*dollar in thousands):
| To be Well Capitalized | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| under Prompt Corrective | ||||||||||
| December 31, 2025 | Actual | Action Provisions (CBLR) | ||||||||
| Amount | Ratio | Amount | Ratio | |||||||
| Tier 1 (Core) Capital to average total assets Bank | $ | 106,045 | **** | 8.56 | % | $ | 111,539 | **** | 9.00 | % |
| To be Well Capitalized | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| under Prompt Corrective | ||||||||||
| December 31, 2024 | Actual | Action Provisions (CBLR) | ||||||||
| Amount | Ratio | Amount | Ratio | |||||||
| Tier 1 (Core) Capital to average total assets Bank | $ | 57,520 | 9.67 | % | $ | 53,531 | 9.00 | % |
The Federal Reserve Bank has established capital guidelines for bank holding companies. These guidelines allow small bank holding companies, as defined, an exemption from regulatory capital requirements. The Bancorp meets the eligibility criteria and is exempt from regulatory capital requirements.
Dividends
Banking regulations limit the amount of dividends that may be paid by the Bank to the Company without prior regulatory approval and are subject to the minimum capital ratio requirements noted above.
15. COMMITMENTS AND STANDBY LETTERS OF CREDIT
In the normal course of business, the Company makes various commitments which are not reflected in the accompanying consolidated financial statements. The Company offers such products to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve to varying degrees elements of credit, interest rate, or liquidity risk in excess of the amount recognized in the consolidated balance sheet.
The Company's maximum exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company on extension of credit is based on management's credit assessment of the counterparty.
Financial instruments whose contract amounts represent credit risk at December 31 are as follows (in thousands):
| December 31, | 2025 | 2024 | ||
|---|---|---|---|---|
| Commitments to extend credit | $ | 165,421 | $ | 134,373 |
| Standby letters of credit | **** | 4,098 | 995 |
Commitments to extend credit are legally binding agreements to lend to customers as long as there are no violations of the agreements. Commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements.
Outstanding letters of credit written are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The majority of these standby letters of credit expire within the next twelve months. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments. The Company requires collateral supporting these letters of credit as deemed necessary. The current amount of the liability as of December 31, 2025 and 2024 for guarantees under standby letters of credit is not material.
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16. PARENT COMPANY STATEMENTS
The following is condensed financial information for the Bancorp on a parent company only basis (in thousands):
Condensed Balance Sheets
| December 31, | 2025 | 2024 | ||
|---|---|---|---|---|
| Assets: | ||||
| Cash and cash equivalents | $ | 8,577 | $ | 2,130 |
| Investment in subsidiary | **** | 118,457 | 53,109 | |
| Debt securities available-for-sale | **** | 625 | 363 | |
| Marketable equity securities | **** | 613 | 267 | |
| Other assets | **** | 44 | 48 | |
| Total Assets | $ | 128,316 | $ | 55,917 |
| Liabilities: | ||||
| Subordinated Debt, at fair value | $ | 9,892 | $ | - |
| Deferred tax liability | **** | 25 | - | |
| Total Liabilities | **** | 9,917 | - | |
| Redeemable Common Stock Held by ESOP | **** | 4,600 | 1,877 | |
| Total Stockholders’ Equity | **** | 118,399 | 55,917 | |
| Less maximum cash obligation to ESOP shares | **** | 4,600 | 1,877 | |
| Total Stockholders’ equity Less Maximum Cash Obligation Related to ESOP Shares | $ | 113,799 | $ | 54,040 |
| Total Liabilities and Stockholders’ Equity | $ | 128,316 | $ | 55,917 |
Condensed Income Statements
| December 31, | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Income: | ||||||
| Equity in undistributed earnings of subsidiary | $ | 608 | $ | 1,790 | ||
| Dividends from subsidiaries | **** | 3,929 | 2,695 | |||
| Interest and dividend income | **** | 210 | 102 | |||
| Net marketable equity security (gains) losses | **** | 151 | (55 | ) | ||
| Other Income | **** | 78 | - | |||
| Bargain Purchase Gain | **** | 18,303 | - | |||
| Total Income | **** | 23,279 | 4,532 | |||
| Expense: | ||||||
| Interest expense | **** | 188 | - | |||
| Amortization of subordinated debt | **** | 139 | - | |||
| Operating expenses | **** | 74 | 67 | |||
| Total Expense | **** | 401 | 67 | |||
| Income before income taxes | **** | 22,878 | 4,465 | |||
| Income tax (benefit) | **** | (10 | ) | (16 | ) | |
| Net Income | $ | 22,888 | $ | 4,481 |
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Condensed Statements of Cash Flows
| December 31, | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Cash Flows From Operating Activities: | ||||||
| Net income | $ | 22,888 | $ | 4,481 | ||
| Equity in undistributed earnings of subsidiaries | **** | (608 | ) | (1,790 | ) | |
| Net marketable equity security (gains) losses | **** | (151 | ) | 55 | ||
| Bargain purchase gain | **** | (18,303 | ) | - | ||
| Net amortization of accounting estimates | **** | 139 | - | |||
| Other, net | **** | 151 | (16 | ) | ||
| Net Cash Provided By Operating Activities | **** | 4,116 | 2,730 | |||
| Cash Flows From Investing Activities: | ||||||
| Proceeds from maturities of securities | **** | 1,250 | - | |||
| Net cash and cash equivalents acquired in business combination | **** | 5,010 | - | |||
| Net Cash Provided By Investing Activities | **** | 6,260 | - | |||
| Cash Flows From Financing Activities: | ||||||
| Dividends paid | **** | (3,929 | ) | (2,695 | ) | |
| Net Cash Used In Financing Activities | **** | (3,929 | ) | (2,695 | ) | |
| Net Increase in Cash and Cash Equivalents | **** | 6,447 | 35 | |||
| Cash and Cash Equivalents, Beginning of Year | **** | 2,130 | 2,095 | |||
| Cash and Cash Equivalents, End of Year | $ | 8,577 | $ | 2,130 |
17. FAIR VALUE MEASUREMENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value measurements and disclosure topic specifies a hierarchy of valuation techniques based on whether the inputs to these valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. U.S. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.
Fair Value Hierarchy
U.S. GAAP establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:
Level 1 - Valuation is based on quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities The Company establishes a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The standard describes three levels of inputs that may be used to measure fair values:
Level 2 - Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.
Level 3 - Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.
An asset or liability's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
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Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:
Securities Available for Sale & Equity Securities
Debt securities available for sale and equity securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data (Level 2). If the inputs used to provide the evaluation for certain securities are unobservable and/or there is little, if any, market activity then the security would fall to the lowest level of the hierarchy (Level 3).
The Company's investment portfolio is valued using fair value measurements that are considered to be Level 1 or Level 2. The Bank has contracted with a securities portfolio accounting service provider for valuation of its securities portfolio. Most security types are priced using the vendor’s internally developed pricing software, however, subscription pricing services may be used to supplement the internal pricing system. The software uses the discounted cash flow analysis based on the net present value of a security’s projected cash flow to arrive at fair market value. Generally, the methodology involves market quotes, current yields, proprietary models, as well as extensive quality control programs. Valuations for direct obligations of the U.S. Treasury, exchange listed stock and preferred stock are obtained from on-line real-time databases.
The vendor utilizes proprietary valuation matrices for valuing all municipal securities. The initial curves for determining the price, movement, and yield relationships within the municipal matrices are derived from industry benchmark curves or sourced from a municipal trading desk. The securities are further broken down according to issuer, credit support, state of issuance and rating to incorporate additional spreads to the industry benchmark curves.
The following table presents the balances of financial assets measured at fair value on a recurring basis(in thousands):
| December 31, 2025 | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||
|---|---|---|---|---|---|---|---|---|
| Debt securities available-for-sale: | ||||||||
| U.S. Treasury | $ | 6,502 | $ | 6,502 | $ | - | $ | - |
| U.S. government agencies | **** | 47,838 | **** | - | **** | 47,838 | **** | - |
| Taxable state and municipal | **** | 32,474 | **** | - | **** | 32,474 | **** | - |
| Tax-exempt state and municipal | **** | 85,753 | **** | - | **** | 85,753 | **** | - |
| U.S. government sponsored enterprise mortgage-backed | **** | 45,232 | **** | - | **** | 45,232 | **** | - |
| Corporate | **** | 3,008 | **** | - | **** | 3,008 | **** | - |
| Total Debt Securities Available-for-Sale | $ | 220,807 | $ | 6,502 | $ | 214,305 | $ | - |
| Marketable equity securities | $ | 613 | $ | 613 | $ | - | $ | - |
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| December 31, 2024 | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||
|---|---|---|---|---|---|---|---|---|
| Debt securities available-for-sale: | ||||||||
| U.S. Treasury | $ | 2,202 | $ | 2,202 | $ | - | $ | - |
| U.S. government agencies | 25,449 | - | 25,449 | - | ||||
| Taxable state and municipal | 5,631 | - | 5,631 | - | ||||
| Tax-exempt state and municipal | 51,796 | - | 51,796 | - | ||||
| U.S. government sponsored enterprise mortgage-backed | 27,098 | - | 27,098 | - | ||||
| Corporate | 3,877 | - | 3,877 | - | ||||
| Total Debt Securities Available-for-Sale | $ | 116,053 | $ | 2,202 | $ | 113,851 | $ | - |
| Marketable equity | $ | 268 | $ | 268 | $ | - | $ | - |
Assets Measured at Fair Value on a Non-recurring Basis
Certain assets are measured at fair value on a nonrecurring basis in accordance with generally accepted accounting principles. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.
Collateral Dependent 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 ACL 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. The bank held no collateral dependent loans with an allowance at December 31, 2024.
Other Real Estate Owned
Other real estate owned (OREO) is measured at fair value less costs to sell. Valuation of OREO is determined using current appraisals from independent parties, a Level 2 input. If current appraisals cannot be obtained, or if declines in value are identified after a recent appraisal is received, appraisal values may be discounted, resulting in a Level 3 estimate. If the Company markets the property with a realtor, estimated selling costs reduce the fair value, resulting in a valuation based on Level 3 inputs. Fair value adjustments are recorded in the period incurred and expensed against current earnings. The Bank held no OREO at December 31, 2025or 2024.
The following table presents the Company's assets that were measured at fair value on a nonrecurring basis as of *December 31, 2025 (*dollars in thousands).
| December 31, 2025 | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||
|---|---|---|---|---|---|---|---|---|
| Collateral Dependent, net | $ | 2,676 | $ | - | $ | - | $ | 2,676 |
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The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which Level 3 inputs were utilized to determine fair value at *December 31, 2025 (*in thousands):
| December 31, 2025 | Fair Value | Valuation Technique | Unobservable Input | Range (Weighted Average) | |||||
|---|---|---|---|---|---|---|---|---|---|
| Collateral Dependent, net | $ | 2,676 | Appraisal of collateral | Appraisal adjustments | 20 | - | 50% | (31 | )% |
| **** | **** | Liquidation expenses | 0 | - | 10% | (9 | )% |
The Company had no financial liabilities measured at fair value on a nonrecurring basis as of December 31, 2025 or 2024.
The following information should not be interpreted as an estimate of the fair value of the entire Company since the fair value calculation is only provided for a limited portion of the Company's assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company's disclosures and those of other companies may not be meaningful.
The estimated fair values (in thousands) of the Company's financial instruments were as follows at December 31, 2025 and 2024.
| Carrying | Fair | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | Value | Value | Level 1 | Level 2 | Level 3 | |||||
| Financial assets: | ||||||||||
| Cash and cash equivalents | $ | 49,010 | $ | 49,010 | $ | 49,010 | $ | - | $ | - |
| Interest-bearing time deposits | **** | 5,923 | **** | 5,938 | **** | - | **** | 5,938 | **** | - |
| Debt securities available-for-sale | **** | 220,807 | **** | 220,807 | **** | 6,502 | **** | 214,305 | **** | - |
| Marketable equity securities | **** | 613 | **** | 613 | **** | 613 | **** | - | **** | - |
| Restricted investments in bank stock | **** | 2,717 | **** | 2,717 | **** | - | **** | 2,717 | **** | - |
| Net loans | **** | 908,267 | **** | 893,392 | **** | - | **** | - | **** | 893,392 |
| Accrued interest receivable | **** | 4,039 | **** | 4,039 | **** | - | **** | 4,039 | **** | - |
| Bank owned life insurance | **** | 28,233 | **** | 28,233 | **** | - | **** | 28,233 | **** | - |
| Financial liabilities: | ||||||||||
| Deposits | **** | 1,110,774 | **** | 1,109,528 | **** | - | **** | 1,109,528 | **** | - |
| Repurchase agreements | **** | 1,589 | **** | 1,589 | **** | - | **** | 1,589 | **** | - |
| FHLB advances | **** | 5,500 | **** | 5,486 | **** | - | **** | 5,486 | **** | - |
| Subordinated debt | **** | 9,892 | **** | 9,892 | **** | - | **** | 9,892 | - | |
| Accrued interest payable | **** | 1,969 | **** | 1,969 | **** | - | **** | 1,969 | **** | - |
| Carrying | Fair | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2024 | Value | Value | Level 1 | Level 2 | Level 3 | |||||
| Financial assets: | ||||||||||
| Cash and cash equivalents | $ | 9,179 | $ | 9,179 | $ | 9,179 | $ | - | $ | - |
| Interest-bearing time deposits | 10,369 | 10,355 | - | 10,355 | - | |||||
| Debt securities available-for-sale | 116,053 | 116,053 | 2,202 | 113,851 | - | |||||
| Marketable equity securities | 268 | 268 | 268 | - | - | |||||
| Restricted investments in bank stock | 2,300 | 2,300 | - | 2,300 | - | |||||
| Net loans | 431,960 | 426,034 | - | - | 426,034 | |||||
| Accrued interest receivable | 1,804 | 1,804 | - | 1,804 | - | |||||
| Bank owned life insurance | 12,966 | 12,966 | - | 12,966 | - | |||||
| Financial liabilities: | ||||||||||
| Deposits | 489,529 | 489,001 | - | 489,001 | - | |||||
| Repurchase agreements | 1,143 | 1,143 | - | 1,143 | - | |||||
| FHLB advances | 43,050 | 42,839 | - | 42,839 | - | |||||
| Accrued interest payable | 1,736 | 1,736 | - | 1,736 | - |
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Steele Bancorp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Steele Bancorp, Inc. and its subsidiary (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ 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.
Basis for 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.
Critical Audit Matter
The critical audit matters communicated below are matters 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 separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Allowance for Credit Losses – Collectively Evaluated Loans
Description of the Matter
As further described in Note 1 (Summary of Significant Accounting Policies) and Note 6 (Allowance for Credit Losses) to the financial statements, the allowance for credit losses on loans (ACL) is a valuation allowance that represents management’s best estimate of expected credit losses on loans measured at amortized cost considering available information 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 ACL related to collectively evaluated loans represented $9.3 million of the total recorded ACL of $9.9 million as of December 31, 2025. The collectively evaluated ACL consists of quantitative and qualitative components.
Management utilized a discounted cash flow (DCF) model. The quantitative component consists of loss estimates derived from a combination of Loss Rate and Lifetime Probability of Default (PD)/Loss Given Default (LGD) Models. The Loss Rate model uses benchmark data to generate the expected loss rate for the loan pools. The PD/LGD model is a model that uses PD and LGD rates recognized over the life of loans in a pool historically. The PD and LGD benchmark data was used to generate the expected loss rate for certain pools of loans. This method was used when the loss driver method proved to provide insufficient loss rates. Benchmark prepayment and curtailment rates were also utilized in the model. Reasonable and supportable forecast data used in the DCF model is based on various forecast scenarios. This information is evaluated to determine the reasonable and supportable scenario. The model estimates consider large amounts of data in tabulating significant inputs to the calculations and require complex calculations as well as management judgment in the selection of appropriate inputs. In addition to the quantitative component, the collectively evaluated ACL 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. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
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Management exercised significant judgment when estimating the ACL on collectively evaluated loans. We identified the estimation of the collectively evaluated ACL as a critical audit matter as auditing the collectively evaluated ACL involved especially complex and subjective auditor judgment in evaluating management’s assessment of the inherently subjective estimates.
How We Addressed the Matter in Our Audit
The primary audit procedures we performed to address this critical audit matter included:
| ● | Obtaining an understanding of the Company’s process for determining its ACL, including the underlying methodology and significant inputs to the calculation. |
|---|---|
| ● | Substantively testing management’s process for measuring the collectively evaluated ACL, including: |
| ● | Evaluating the conceptual soundness, assumptions, and key data inputs of the Company’s discounted cash flow methodology, including the identification of loan pools, loss driver assumptions, the probability of default and loss given default rate inputs, and the prepayment/curtailment rate inputs for each pool. |
| --- | --- |
| ● | Evaluating the relevance and reliability of the underlying external data utilized to prepare the calculation. |
| ● | Testing the completeness and accuracy of data utilized to prepare the calculation. |
| ● | Evaluating the reasonableness of the significant judgements and assumptions utilized within the calculation, including qualitative allocations. |
| ● | Testing the mathematical accuracy of the ACL for collectively evaluated loans including both the quantitative and qualitative factor components of the calculations. |
| ● | Developing an independent expectation of relevant qualitative factors, which included consideration of certain alternative assumptions as well as metrics for comparison to the Company's qualitative allowance to determine whether this information supported or contradicted the Company's conclusions. |
| ● | Performed an analysis of the overall allowance for credit loss ratio compared to a relevant peer group. |
Business Combinations - Fair Value of Acquired Loans
Description of the Matter
As described in Note 1 (Summary of Significant Accounting Policies) and Note 2 (Business Combinations) to the financial statements, the Company completed its acquisition of Northumberland Bancorp on August 1, 2025, for total consideration of $40.4 million. The transaction was accounted for as a business combination using the acquisition method of accounting. Accordingly, assets acquired and liabilities assumed were recorded at fair value on the acquisition date, including acquired loans with an aggregate fair value of $426.4 million. Determining the acquired fair values, particularly in relation to the loan portfolio, is inherently subjective and involves significant judgment regarding the methods and assumptions used to estimate fair value. In determining the fair value of loans acquired, management must determine whether or not acquired loans have evidence of more-than-insignificant credit deterioration at acquisition, the amount and timing of cash flows expected to be collected, and market discount rates, among other assumptions. Changes in these assumptions could have a significant impact on the fair value of the loans acquired and the amount of bargain purchase gain recorded.
We identified the acquisition date fair value of acquired loans as a critical audit matter as auditing this estimate is especially complex and requires subjective auditor judgment. Auditing this estimate required a high level of judgment in evaluating management’s identification of loans with evidence of credit deterioration, the need for specialized skill in development and application of subjective assumptions in estimated cash flows, and the size of the acquired loan portfolio.
How We Addressed the Matter in Our Audit
The primary audit procedures we performed to address this critical audit matter included:
| ● | Obtaining an understanding of the Company’s business combination accounting practices and internal controls, including the process of: |
|---|---|
| ● | The appropriateness of the valuation approach and methodology. |
| --- | --- |
| ● | Review of valuation specialist valuation, including financial information, data, assumptions utilized and key inputs specifically as it relates to the valuation for acquired loans. |
| ● | Substantively testing management's process, including the use of our own valuation specialist to assess the Company's methods and significant assumptions utilized in determining the fair value of the acquired loan portfolio and evaluating whether the assumptions used were reasonable with respect to market participant views and other factors. |
| --- | --- |
| ● | Testing the completeness and accuracy of loans determined to have credit deterioration at acquisition and evaluating the reasonableness of the criteria utilized by management in making the determination. |
| ● | Testing the accuracy of the data utilized in the development of acquisition date fair values by confirming, on a sample basis, select data. |
/s/ Yount, Hyde & Barbour, P.C.
We have served as the Company’s auditor since 2023.
Winchester, Virginia
March 30, 2026
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PART IV
Item 15. Exhibits and Financial Statement Schedules
| (a) | The following documents are filed as part of this report: |
|---|---|
| 1. | The following financial statements are filed herewith in Item 8: |
| --- | --- |
Report of Independent Registered Public Accounting Firm (PCAOB ID 613)
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Income for the Years Ended December 31, 2025 and 2024
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025 and 2024
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024
Notes to Consolidated Financial Statements
| 2. | All financial statement schedules are omitted because the required information is either not applicable, not required or is shown in the respective financial statement or in the notes thereto, which are incorporated by reference at subsection (a) (1) of this item. |
|---|---|
| 3. | Refer to the Exhibit Index following the signature page of this report, which is incorporated herein by reference. |
| --- | --- |
| (b) | See item 15(a) (3) |
| --- | --- |
| (c) | None. |
| --- | --- |
82
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INDEX TO EXHIBITS
The following exhibits are filed herewith, or, as indicated, incorporated by reference as a part of this report.
83
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| 21.1 | Subsidiaries of Steele Bancorp, Inc. (Filed herewith) |
|---|---|
| 23.1 | Consent of Independent Registered Public Accounting (Filed herewith) |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer (Filed herewith) |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer (Filed herewith) |
| 32.1 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer (Filed herewith) |
| 101 | Interactive Data File |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL Document) |
| * | Management contract or compensatory plan or agreement |
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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.
Steele Bancorp, Inc.
(Registrant)
| By: | /s/ Jeffery J. Kapsar | Date: May 11, 2026 |
|---|---|---|
| Jeffery J. Kapsar | ||
| President and Chief Executive Officer (Principal Executive Officer) | ||
| By: | /s/ Thomas C. Graver, Jr. | Date: May 11, 2026 |
| Thomas C. Graver, Jr. | ||
| Senior Executive Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer) |
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 and in the capacities and on the dates indicated.
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BOARD OF DIRECTORS
| By: | /s/ Jeffrey J. Kapsar | Date: May 11, 2026 |
|---|---|---|
| By: | Jeffrey J. Kapsar<br> <br><br> <br>/s/ Thomas C. Graver, Jr. | Date: May 11, 2026 |
| By: | Thomas C. Graver, Jr.<br> <br><br> <br>/s/ J. Donald Steele, Jr. | Date: May 11, 2026 |
| By: | J. Donald Steele, Jr.<br> <br><br> <br>/s/ Richard J. Drzewiecki | Date: May 11, 2026 |
| By: | Richard J. Drzewiecki<br> <br><br> <br>/s/ Robert C. Musser | Date: May 11, 2026 |
| By: | Robert C. Musser<br> <br><br> <br>/s/ Robert S. Pierce | Date: May 11, 2026 |
| By: | Robert S. Pierce<br> <br><br> <br>/s/ Betsy K. Robertson | Date: May 11, 2026 |
| By: | Betsy K. Robertson<br> <br><br> <br>/s/ Bradley E. Moyer | Date: May 11, 2026 |
| By: | Bradley E. Moyer<br> <br><br> <br>/s/ J. Todd Troxell | Date: May 11, 2026 |
| By: | J. Todd Troxell<br> <br><br> <br>/s/ Timothy J. Apple | Date: May 11, 2026 |
| By: | Timothy J. Apple<br> <br><br> <br>/s/ Chad M. Geise | Date: May 11, 2026 |
| By: | Chad M. Geise<br> <br><br> <br>/s/ Amanda G. Kessler | Date: May 11, 2026 |
| By: | Amanda G. Kessler<br> <br><br> <br>/s/ Adam C. Purdy | Date: May 11, 2026 |
| Adam C. Purdy |
86
ex_954082.htm
EXHIBIT 4.1
INSTRUMENTS DEFINING THE RIGHTS OF SECURITIES HOLDERS
The Amended and Restated Articles of Incorporation, as amended, of the Registrant provide that the shares may be uncertificated.
ex_954083.htm
EXHIBIT 19.1
STEELE BANCORP, INC.
INSIDER TRADING POLICY
Board of Directors Approved: August 21, 2025
| I. | THE USE OF INSIDE INFORMATION IN CONNECTION WITH TRADING IN SECURITIES |
|---|---|
| A. | General Rule. |
| --- | --- |
The U.S. securities laws regulate the sale and purchase of securities in the interest of protecting the investing public. U.S. securities laws give Steele Bancorp, Inc. (together with Central Penn Bank & Trust and its other subsidiaries, the “Company”), and their respective directors, officers and other employees, the responsibility to ensure that information about the Company is not used unlawfully in the purchase and sale of securities.
All employees and directors should pay particularly close attention to the laws against trading on “inside” information. These laws are based upon the belief that all persons trading in a company’s securities should have equal access to all “material” information about that company. For example, if an officer, employee or director of a company knows material non-public financial information about the company, that officer, employee or director is prohibited from buying or selling that company's stock until the information has been disclosed to the public. This is because the officer, employee or director knows information that will probably cause the price of the company's stock to change, and it would be unfair for the officer, employee or director to have that advantage (knowledge that the stock price will change) when the rest of the investing public does not. Indeed, it is more than unfair. It is considered to be fraudulent and illegal. Civil and criminal penalties for this kind of activity are severe.
The general rule can be stated as follows: It is a violation of the federal securities laws for any person to buy or sell securities if he or she is in possession of material non-public information. This is called "insider trading" because it is trading while in the possession of material non-public information, also called "inside information." Information is material if it could affect a person’s decision whether to buy, sell or hold the securities. Information is non-public if it has not been publicly disclosed.
In addition, it is illegal for any person in possession of material non-public information to provide other people with such information or to recommend that they buy or sell the securities. This is called “tipping”. In such cases, both the "tipper" and the "tippee" may be held liable.
While it is not possible to identify all information that would be deemed “material,” the following types of information ordinarily would be considered to be material:
| ● | Financial performance, especially quarterly and year-end results of operations, and significant changes in financial performance, conditions or liquidity. |
|---|---|
| ● | Company projections and strategic plans |
| --- | --- |
| ● | Potential mergers and acquisitions or the sale of Company assets or subsidiaries. |
| --- | --- |
| ● | New major contracts, collaborations, orders, suppliers, customers, or finance sources, or the loss of thereof. |
| --- | --- |
| ● | Significant changes or developments in products or product lines. |
| --- | --- |
| ● | Stock splits, public or private securities offerings (whether of stock or debt), or changes in Company dividend policies or amounts. |
| --- | --- |
| ● | Significant changes in senior management. Significant labor disputes or negotiations. |
| --- | --- |
| ● | Actual or threatened major litigation, or the resolution of such litigation. |
| --- | --- |
The general rule applies to any and all transactions in the Company’s securities, including its common stock and options and warrants to purchase common stock (other than the exercise of stock options or warrants as discussed below), and any other type of securities that the Company may issue, such as preferred stock, subordinated debt or other securities.
The Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority ("FINRA") the stock exchanges and plaintiffs’ lawyers focus on uncovering insider trading. A breach of the insider trading laws could expose the insider to criminal fines of up to $5 million and imprisonment for up to twenty years, in addition to civil penalties (up to three times the profits earned or losses avoided), and injunctive actions. In addition, punitive damages may be imposed under applicable state laws. Securities laws also subject controlling persons to civil penalties for illegal insider trading by employees, including employees located outside the United States. Controlling persons include directors, officers, and supervisors. These persons may be subject to fines up to the greater of $1,000,000 or three times the profit or loss avoided by the insider trader.
Inside information does not belong to the individual directors, officers or other employees who may handle it or otherwise become knowledgeable about it. It is an asset of the Company and is subject to the Company's confidential information and trade secrets policies. For any person to use such information for personal benefit or to disclose it to others outside the Company violates the Company’s interests. More particularly, in connection with trading in the Company's securities, it is a fraud against members of the investing public and against the Company.
Violations of this insider trading policy may result in termination of employment.
| B. | To Whom Does the Policy Apply? |
|---|
The prohibition against trading on material non-public information applies to directors, officers and other employees of the Company, and to other people who gain access to that information.
Because of their access to material non-public information on a regular basis, Company policy also subjects its directors, executive officers and certain other employees identified on Exhibit A attached hereto (the “Window Group”) to certain additional restrictions on trading in Company securities that are discussed below in Sections I.E(5) and I.F, below.
The Company also may designate other persons to be members of the Window Group from time to time. Such persons will be notified of Window Group status by the Corporate Secretary or Chief Financial Officer (“CFO”) and, during the period of such status, must comply with the additional restrictions for the Window Group set forth below in Sections I.E(5) and I.F.
| C. | Other Companies’ Stocks. |
|---|
This insider trading policy and the general rule against trading in a security while in possession of material non-public information about the company that issued the security, also applies to directors, officers and other employees of the Company who may trade in other companies’ securities. Officers, employees and directors who learn material non-public information about suppliers, customers or competitors through their work at the Company should keep such information confidential and not buy or sell stock or other securities in such companies until the information becomes public. Officers, employees and directors should not give tips about such stocks.
| D. | Margin Accounts. |
|---|
Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Because such a sale may occur at a time when an officer, employee or director has material non-public information or is otherwise not permitted to trade in Company securities, the Company prohibits officers, employees and directors from purchasing Company securities on margin or holding Company securities in a margin account.
| E. | Guidelines. |
|---|
The following guidelines should be followed in order to ensure compliance with applicable insider trading laws and with this insider trading policy:
1. Nondisclosure. Material non-public information must not be disclosed to anyone, except to persons within the Company whose positions require them to know it. No one may “tip” or disclose material non-public information concerning the Company to any person (including, but not limited to family members, analysts, individual investors, and members of the investment community and news media), unless required as part of that person’s regular duties for the Company and authorized by the Chief Executive Officer and/or the Board of Directors. In any instance in which material non-public information is disclosed to outsiders, the Company will take such steps as are necessary to preserve the confidentiality of the information, including requiring the outsider to agree in writing to comply with the terms of this policy and/or to sign a confidentiality agreement. All inquiries from outsiders regarding material non-public information about the Company must be forwarded to the Corporate Secretary or CFO.
No one may give trading advice of any kind about the Company to anyone while possessing material non-public information about the Company, except to advise others not to trade if doing so might violate the law or this policy. The Company strongly discourages all officers, employees and directors from giving trading advice concerning the Company to third parties even when the officer, employee or director does not possess material non-public information about the Company.
2. Trading in the Company’s Securities. No officer, employee or director should place a purchase or sale order, or recommend that another person place a purchase or sale order, in the Company’s securities when he or she has knowledge of material non-public information concerning the Company. Officers, employees and directors who possess material non-public information should wait until the start of the third business day after the information has been publicly disclosed before trading.
The exercise of stock options and warrants where no Company securities are sold to fund the exercise (i.e., where the exercise price is tendered in cash or in shares of Company stock already owned at the time of exercise) is not subject to the restrictions set forth in this policy. Exercises of stock options or warrants where all or a portion of the acquired stock is sold, including broker-assisted cashless exercises, however, are subject to the restrictions set forth in this policy. Similarly, stock that was acquired upon exercise of a stock option or warrant will be treated like any other stock and may not be sold by an officer, employee or director who is in possession of material non-public information.
The regular reinvestment of cash dividends in a dividend reinvestment plan is not subject to trading restrictions, but new cash investments pursuant to a voluntary cash purchase option under the plan are.
3. Avoid Speculation. Investing in the Company’s securities provides an opportunity to share in the future growth of the Company. But investment in the Company and sharing in the growth of the Company does not mean short range speculation based on fluctuations in the market. Such activities put the personal gain of the officer, employee or director in conflict with the best interests of the Company and its stockholders. Although this policy does not mean that officers, employees and directors may never sell shares of the Company's stock, the Company encourages officers, employees and directors to avoid frequent trading in Company stock. Speculating in Company stock is not part of the Company culture.
4. Trading in Securities of Other Companies. No officer, employee or director should place a purchase or sale order, or recommend that another person place a purchase or sale order, in the securities of another company, if the officer, employee or director learns confidential or material non-public information about the other company that is likely to affect the value of those securities. For example, it would be a violation of the securities laws if an officer, employee or director learned through Company sources that the Company intended to acquire another company, and then bought or sold stock in that other company because of the likely increase or decrease in the value of its securities.
5. Restrictions on the Window Group. The Window Group is subject to the following restrictions on trading in Company securities:
| ● | all trades are subject to prior review and pre-clearance for all trades should be obtained from the Company’s Corporate Secretary or CFO pursuant to Section I.F; |
|---|---|
| ● | trading is generally permitted from the start of the third (3^rd^) business day following an earnings release with respect to the preceding fiscal period until the close of trading on the twenty-second (22^nd^) day of the third month of the current fiscal quarter (the “Window”), subject to the restrictions below; |
| --- | --- |
| ● | no trading in Company securities is permissible, even during applicable trading Windows, if the director, officer or employee is in the possession of material non-public information, except pursuant to a written 10b5-1 Plan described below in Section I.E(7); |
| --- | --- |
| ● | no trading in Company securities is permitted during a blackout period, except pursuant to a written 10b5-1 Plan described below in Section I.E(7). A "blackout period" is (i) any period outside of applicable trading Windows, and (ii) any special blackout period of which the Company’s Corporate Secretary or CFO may give notice, including a special blackout period during what otherwise would be a trading Window. No one may disclose to any outside third party that a special blackout period has been imposed. |
| --- | --- |
6. Selling Short. Officers, employees and directors may not sell any Company securities they do not own.
7. Written 10b5-1 Plan. The restrictions against trading outside of applicable trading Windows or during a special blackout period do not apply to trading in Company securities pursuant to a "written plan for trading securities" that meets the requirements of SEC Rule 10b5-1 and has been approved in advance by the Company counsel.
| ● | The written plan must be in a form used by a brokerage firm that is not affiliated with the Company and has experience with such plans. |
|---|
| ● | The officer, employee or director must have entered into the plan (i) in good faith and not as part of a plan to evade the prohibitions of the SEC's insider trading rules, and (ii) at a time when he or she was not aware of material non-public information, outside of a trading Window, or during a special blackout period. |
|---|---|
| ● | The written plan must preclude any trades for a period of at least ninety (90) days for directors and officers, and thirty (30) days for others, after the plan is adopted. |
| --- | --- |
| ● | The written plan may not be amended at a time when the officer, employee or director is aware of material non-public information, outside of a trading Window, during a special blackout period, or without approval by Company counsel. |
| --- | --- |
| F. | Pre-Clearance. |
| --- | --- |
Trades in the Company's securities made by members of the Window Group, other than the Corporate Secretary or CFO, are subject to prior review and pre-clearance by the Company's Corporate Secretary or CFO, including, without limitation, cashless exercises under a stock option plan. Trades by the Company's Corporate Secretary or CFO are subject to prior review and pre-clearance by the other officer. (Purchases of Company stock through the exercise of stock options where the purchase price is tendered in cash at the time of exercise are not subject to the pre-clearance procedures.)
In order to obtain clearance, a member of the Window Group must submit to the Company’s Corporate Secretary or CFO, at least one business day in advance of the proposed transaction, a Certification in the form of Exhibit B attached hereto that (i) he or she is not in possession of material non-public information concerning the Company; and (ii) the proposed trade(s) does not violate Rule 144 of the Securities Act.
If a proposed transaction receives clearance, the transaction must be executed within five (5) business days of receipt of clearance unless an exception is granted or the person becomes aware of material non-public information before the transaction is executed, in which case the clearance is void and the transaction must not be completed. Transactions not executed within the five (5) business days’ time limit become subject to pre-clearance again. If a person requests clearance and clearance is denied, then he or she should not execute the transaction and should not inform any other person of the restriction.
The existence of the pre-clearance procedure does not in any way obligate the Corporate Secretary or Assistant Corporate Secretary to clear any transaction.
| II. | SECTION 16 COMPLIANCE |
|---|---|
| A. | General. |
| --- | --- |
The Company expects to register its securities under Section 12(g) of the Exchange Act during the first quarter of 2026. As a result, the directors and executive officers of the Company will become subject to certain filing requirements and restrictions under the federal securities laws whenever they purchase, sell or otherwise engage in transactions involving stock of the Company. Most notably, directors and executive officers will become subject to the reporting requirements of Section 16 of the Exchange Act.
| B. | Section 16 Trading Rules. |
|---|
Section 16 of the Exchange Act was designed to provide public information about securities transactions by corporate insiders and to deter speculative short-term trading in corporate securities by insiders. More specifically, Section 16(a) generally requires executive officers, directors and persons who hold more than ten percent of the Company’s securities ("Section 16 Individuals") to file certain reports disclosing ownership of and transactions in the Company’s securities with the SEC. Section 16(b) imposes absolute liability upon Section 16 Individuals for short-swing profits obtained in trading the Company’s securities.
1. Insider Reporting Requirements under Section 16(a).
(a) General Rule: A person who becomes an executive officer, director or ten percent shareholder of the Company must file an initial report of beneficial ownership of the Company’s securities on Form 3. Subsequent changes in beneficial ownership must be reported on Form 4 within two business days after the date of the transaction, with certain limited exceptions. All changes in beneficial ownership (subject to certain limited exceptions) are required to be reported, including any purchase, sale, inheritance or gift of Company stock, as well as the receipt of a stock option or a debenture convertible into common stock, and the exercise or conversion thereof. The reporting of certain transactions (such as transactions involving nominal amounts), however, may be deferred until the end of the year when they are to be reported on Form 5. Within forty-five days after the end of the fiscal year, an executive officer, director or ten percent shareholder must file a Form 5 to report any transactions not previously reported on Form 4 during the year, either because of deferred reporting in accordance with the rules or a failure to file a required report.
The SEC rules assume that all Section 16 Individuals will need to file Form 5 at the end of the fiscal year. The Company must disclose the failure of any Section 16 Individual to file Form 5 (or Form 4) in its proxy statement and annual report on Form 10-K, unless the Section 16 Individual has given to the Company a written representation that no Form 5 is required. The Company will distribute a representation form in January of each year (beginning in January, 2026) to the Section 16 Individuals so that they can confirm that all transactions in the Company’s stock during the preceding year have previously been reported to the SEC.
(b) Beneficial Ownership: The reporting requirements of Section 16(a) are imposed upon persons who beneficially own securities of the Company. There are two concepts of beneficial ownership under Section 16. The first is used in determining whether a person holds ten percent or more of the Company’s stock, and focuses on the person’s voting or investment power. Once a person is subject to the reporting requirements of Section 16(a), whether as an executive officer, director or ten percent shareholder, a second concept of beneficial ownership is used to determine which securities and what transactions must be reported.
The second concept is based upon the person’s pecuniary interest, that is, the ability to profit from purchases or sales of the securities. As a general rule, a person is deemed to be the beneficial owner of securities which he or she owns (in his or her own name or jointly with any other person, including stock held in street name, in a custodial or agency account, or by a nominee) or which are owned by his or her spouse, or children or an immediate family member who lives in the same home. A person may also be considered the beneficial owner of securities held by any partnership, corporation, trust or other entity in which the person has a significant interest or with respect to which he or she exercises control.
2. Short-Swing Profit Liability under Section 16(b).
(a) General Rule: Under Section 16(b) of the Exchange Act, Section 16 Individuals are subject to strict liability for any “profit” derived during any six-month period from any purchase and sale or sale and purchase of Company stock beneficially owned by them. The purpose of Section 16(b) is to prevent the misuse of material non-public information, but the penalties are imposed arbitrarily, regardless of whether the person used or even possessed material non-public information. The Section 16 Individual can be compelled to return to the Company any profit received as a result of such transactions. In the event the Company fails to pursue recovery of any such profit, the rule is rigorously enforced by a number of “bounty hunter” plaintiffs’ lawyers who systematically review Forms 4 and 5 filed with the SEC in a search for violations.
(b) Profit: “Profit” is determined by examining all transactions by a Section 16 Individual occurring within any six-month period and matching the highest sale price with the lowest purchase price until all purchases and sales are accounted for. It makes no difference whether the sale follows or precedes the purchase, whether inside information was in fact abused, or how long the securities sold have been held. Because of the arbitrary nature of the rule, it is possible for a Section 16 Individual to be liable, even though in reality he or she sustains a net economic loss during the six-month period involved. Therefore, as a practical matter, a Section 16 Individual should allow six months to elapse between any purchase and subsequent sale or between any sale and subsequent purchase, unless all trades occur at the same price.
(c) Stock Options: Under Section 16, stock options and convertible securities are defined as “derivative securities.” The SEC takes the position that derivative securities are functionally equivalent to the underlying securities to which they relate. Therefore, transactions in derivative securities are reportable and can be matched with other transactions for the purposes of short-swing profit liability under Section 16(b).
The acquisition of a stock option or other derivative security is considered to be a purchase which can be matched with a sale of stock occurring within the preceding or subsequent six months. The exercise of a stock option, or conversion of a derivative security, is simply a change in the form of beneficial ownership and is thus exempt from liability under Section 16(b). Even though exempt under Section 16(b), these transaction must still be reported as required by Section 16(a).
(d) Exemptions: Some transactions are exempt from the short-swing profits recapture rule. The purchase of stock pursuant to a dividend reinvestment plan, for example, is disregarded for purposes of the rule, although purchases made with additional voluntary cash contributions under the plan are not exempt. Similarly, an increase or decrease in the amount of stock held by an executive officer, director or ten percent shareholder as a result of a stock split or stock dividend is exempt from Section 16(b). As a general rule, a bona fide gift is not a sale for purposes of the short-swing profits recapture rule. However, a gift which is followed by a sale by the recipient within six months may give rise to liability if the recipient is a person whose ownership would be attributed to the donor under the beneficial ownership rules.
3. Tax Conditioned Plan Exemptions.
Transactions in issuer securities through a “Tax Conditioned Plan” (other than discretionary transactions) are exempt from Section 16(a) reporting and Section 16(b) liability to the extent that they are not “discretionary”. A Tax Conditioned Plan means a Qualified Plan, an Excess Benefit Plan or a Stock Purchase Plan, including 401(k) thrift plans and Employee Stock Purchase Plans that meet the requirements of Section 423 and Section 410 of the Internal Revenue Code. A transaction is considered to be “discretionary” if the participant in the plan (i) makes a volitional intra-plan transfer involving an issuer equity securities fund or (ii) obtains a cash withdrawal funded by a volitional disposition of an issuer equity security.
| C. | Section 16 Reporting Procedures. |
|---|
The Company will assist Section 16 Individuals with the preparation of the forms necessary to satisfy the reporting obligations of Section 16. However, in order to permit sufficient time for the Company to do so, Section 16 Individuals must follow the pre-clearance procedure discussed above. Failure to pre-clear transactions may result in the Company’s inability to prepare and facilitate timely filing of a Section 16 Individual’s Section 16 reports. In the majority of cases, Section 16 requires reports of trades to made by Section 16 Individuals within two business days of the date of the trade. In order to facilitate the timely filing of Section 16 reports, Section 16 Individuals will be required to execute a power of attorney in a form to be provided by the Company.
Although the Company assists Section 16 Individuals with their Section 16 reporting obligations, it is the Section 16 Individuals’ sole responsibility to comply with his or her Section 16 obligations and to make timely filings as required by Section 16. The Company is required to disclose in its annual proxy statement the name of all Section 16 persons who failed to timely file a required Section 16 report during the prior year.
III. RULE 144
A. General.
It is unlawful under Section 5 of the Securities Act of 1933 (the “Securities Act”) for any person to sell a security without registration unless the security or the transaction is exempt from registration. Generally, the sale of the Company’s securities will not be exempt from registration. In addition, while Section 4(a)(1) of the Securities Act provides an exemption for transactions by any person other than an issuer, underwriter or dealer, the SEC and the courts interpret the term “underwriter” broadly to include persons who purchase securities from an issuer with a view to, or offer or sell for an issuer in connection with, the distribution of any security, or participate in any such undertaking.
The SEC has adopted Rule 144 to provide a safe harbor from being deemed to be an underwriter for persons who sell securities in accordance with the conditions of Rule 144. It is the policy of the Company that all sales of Company securities by executive officers and directors should comply with the conditions of Rule 144 set forth below in Section III.B, unless such persons are able to furnish a written opinion of recognized securities law counsel acceptable to the Company that the transaction otherwise is exempt from registration under the Securities Act.
B. Conditions of Rule 144.
The following conditions must be satisfied in order for the Rule 144 safe harbor to be available in the case of sales by executive officers or directors:
| ● | Adequate current public information must be available with respect to the Company. The Company typically satisfies this requirement by its timely filing with the SEC of annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and its annual proxy statement. |
|---|---|
| ● | A minimum of six (6) months must have elapsed between the later of the date the securities were acquired from the Company or from an affiliate of the Company. |
| --- | --- |
| ● | The amount of securities an executive officer or director may sell in any transaction, together with all sales within the preceding three (3) month period, is limited to the greater of one percent of the Company’s outstanding shares or the average weekly trading volume of the Company’s shares during the four (4) preceding weeks. |
| --- | --- |
| ● | The shares must be sold in “brokers transactions” or in transactions with a “market maker.” A “broker’s transaction” is defined to mean a transaction effected by or through a broker who does no more than execute the order without soliciting customer orders to buy the shares. A “market maker” is defined as a dealer who holds himself out as being willing to buy and sell the Company’s shares for his own account on a regular or continuous basis. The Company’s Corporate Secretary and CFO maintain a list of the Company’s market makers. |
| --- | --- |
| ● | If the amount of securities to be sold in reliance upon Rule 144 during any period of three (3) months exceeds 5,000 shares or other units, or has an aggregate sale price in excess of $50,000, three copies of a notice on Form 144 are to be filed with the SEC. |
| --- | --- |
C. Rule 144 Reporting Procedures.
Typically, brokers or market makers will assist executive officers and directors with the preparation and filing of Form 144. Nevertheless, the Company will be prepared to assist executive officers and directors with the preparation and filing of Form 144. However, in order to permit sufficient time for the Company to do so, executive officers and directors must follow the pre-clearance procedure discussed above. Failure to pre-clear transactions may result in the inability to facilitate the preparation and timely filing of Form 144. Although the Company may assist executive officers and directors with their Rule 144 filing obligation, it is the executive officers and director's sole responsibility to comply and make timely filings.
EXHIBIT A
WINDOW GROUP
Directors
Timothy J. Apple, Richard J. Drzwiecki, Chad M. Geise, Jeffrey J. Kapsar, Amanda G. Kessler, Bradley Moyer, Robert Musser, Robert Pierce, Adam C. Purdy, Betsy K. Robertson, J. Donald Steele, Jr. and J. Todd Troxell
Executive Officers
Thomas L. Eberhart, Thomas C. Graver, Jr., Jeffrey J. Kapsar, J. Todd Troxell
Other Window Group Members
Brad Huyck, Tish Naugle, Lisa Erickson, Lisa Lapp, James Shaffer, Mandi Ruhl, Thomas Crissinger, Jr., Brian Neitz and Thomas Beck
EXHIBIT B
CERTIFICATION
The undersigned, desiring to obtain the permission of Steele Bancorp, Inc. (the “Company”) to effect a trade in the Company’s common stock, hereby certifies to the Company as of the date hereof as follows:
(i) I desire to ___________ [buy/sell] ____________ [number] shares of the Company’s common stock on ____________________ [date].
(ii) I am not in possession of material nonpublic information concerning the Company.
Date: Signature:
Print Name: ______
ex_954084.htm
EXHIBIT 21.1
Subsidiaries of Steele Bancorp, Inc.:
Central Penn Bank & Trust
Milestone Insurance Services, LLC
ex_953607.htm
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement (No. 333-284191) on Form S-4 of Steele Bancorp, Inc., of our report dated March 30, 2026, relating to the consolidated financial statements appearing in this Annual Report on Form 10-K of Steele Bancorp, Inc. for the year ended December 31, 2025.
/s/ Yount, Hyde & Barbour, P.C.
Winchester, Virginia
March 30, 2026
ex_953608.htm
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas C. Graver Jr., certify that:
| 1. | I have reviewed this annual report on Form 10-K/A of Steele Bancorp, Inc.; | |
|---|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer(s) 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 | |
| 5. | The registrant’s other certifying officer(s) 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: May 11, 2026 | By: | /s/ Thomas C. Graver Jr. |
| --- | --- | --- |
| Thomas C. Graver Jr. | ||
| Senior Executive Vice President and Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) |
ex_953609.htm
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey J. Kapsar, certify that:
| 1. | I have reviewed this annual report on Form 10-K/A of Steele Bancorp, Inc.; | |
|---|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer(s) 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 | |
| 5. | The registrant’s other certifying officer(s) 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: May 11, 2026 | By: | /s/ Jeffrey J. Kapsar |
| --- | --- | --- |
| Jeffrey J. Kapsar | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) |
ex_953610.htm
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Steele Bancorp, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey J. Kapsar, President and Chief Executive Officer of the Company, and I, Thomas C. Graver Jr, Senior Executive Vice President and Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
|---|---|---|
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. | |
| Date: May 11, 2026 | By: | /s/ Jeffrey J. Kapsar |
| --- | --- | --- |
| Jeffrey J. Kapsar | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Thomas C. Graver Jr. | |
| Thomas C. Graver Jr. | ||
| Senior Executive Vice President and Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) |