What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-08 compared with 2025-05-09 · 220 added, 87 removed, 265 unchanged (54% of the section changed)

30 unchanged sentences

It is intended to complement the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q and should be read in conjunction therewith.

The detailed discussion focuses on our consolidated financial condition as of March 31, 2025, compared to the consolidated financial condition as of December 31, 2024 and the consolidated results of operations for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

The detailed discussion focuses on our consolidated financial condition as of June 30, 2025, compared to the consolidated financial condition as of December 31, 2024 and the consolidated results of operations for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024.

Our results of operations depend primarily on our net interest income.

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Although we believe that these non-GAAP financial measures enhance the understanding of our business and performance, they should not be considered an alternative to GAAP or considered to be more important than financial results determined in accordance with GAAP, nor are they necessarily comparable with similar non-GAAP measures which may be presented by other companies.

Where non-GAAP

financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found herein.

Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found herein.

The interest income on interest-earning assets, net interest rate spread and net interest margin are presented on a fully tax-equivalent (“FTE”) basis.

The FTE basis adjusts for the tax benefit of income on certain tax-exempt loans and securities using the federal statutory income tax rate of 21.0%.

The FTE basis adjusts for the tax benefit of income on certain tax-exempt loans using the federal statutory income tax rate of 21.0%.

We believe the presentation of net interest income on a FTE basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice.

1 unchanged sentence

Three Months Ended

Six Months Ended

June 30, June 30,

2025 2024 2025 2024

(Dollars in thousands)

9 unchanged sentences

Adjustment to FTE Basis

0.02 0.02 0.02 0.01

Net Interest Rate Spread (FTE) (Non-GAAP)

3 unchanged sentences

Adjustment to FTE Basis

0.01 0.01 0.02 0.01

Net Interest Margin (FTE) (Non-GAAP)

11 unchanged sentences

Consolidated Statements of Financial Condition Analysis

Total assets increased $1.9 million, or 0.1%, to $1.483 billion at March 31, 2025 compared to $1.482 billion at December 31, 2024.

Total assets increased $36.4 million, or 2.5%, to $1.52 billion at June 30, 2025 compared to $1.48 billion at December 31, 2024.

Cash and Securities

• Cash and due from banks increased $11.7 million, or 23.6%, to $61.3 million at March 31, 2025, compared to $49.6 million at December 31, 2024.

• Securities decreased $3.5 million, or 1.3%, to $258.7 million at March 31, 2025, compared to $262.2 million at December 31, 2024.

The securities balance was primarily impacted by principal repayments on amortizing securities and the sale of equity securities, partially offset by an increase in the market value of the portfolio.

• Cash and due from banks increased $14.9 million, or 30.1%, to $64.5 million at June 30, 2025, compared to $49.6 million at December 31, 2024.

• Securities increased $5.0 million, or 1.9%, to $267.2 million at June 30, 2025, compared to $262.2 million at December 31, 2024.

The securities balance was primarily impacted by security purchases and an increase in the market value of the portfolio, partially offset by principal repayments on amortizing securities and the sale of equity securities.

Loans, Allowance for Credit Losses (ACL) and Credit Quality

• Total loans decreased $4.1 million, or 0.4%, to $1.088 billion at March 31, 2025 compared to $1.093 billion at December 31, 2024.

This was driven by decreases in consumer, commercial and industrial and residential real estate loans of $8.7 million, $4.6 million and $3.2 million, respectively, partially offset by increases in commercial real estate and other loans of $11.8 million and $701,000, respectively.

• Total loans increased $18.2 million, or 1.7%, to $1.11 billion at June 30, 2025 compared to $1.09 billion at December 31, 2024.

This was driven by increases in commercial real estate and commercial and industrial loans of $27.7 million and $26.2 million, respectively, partially offset by decreases in construction, consumer and residential real estate loans of $14.0 million, $13.1 million and $8.7 million, respectively.

The decrease in consumer loans resulted from a reduction in indirect automobile loan production due to the discontinuation of this product offering as of June 30, 2023.

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Excluding the $16.6 million decrease in indirect automobile loans, total loans increased $34.8 million, or 3.2%.

Loan production totaled $28.6 million while $15.6 million of loans paid off since December 31, 2024.

• The allowance for credit losses (ACL) was $9.82 million at March 31, 2025 and $9.81 million at December 31, 2024.

As a result, the ACL to total loans was 0.90% at both March 31, 2025 and December 31, 2024.

The provision for credit losses recorded for the three months ended March 31, 2025 was a net recovery of $40,000 and was primarily impacted by a decrease in unfunded commitments and funding rates.

• Net charge-offs for the three months ended March 31, 2025 were $54,000, or 0.02% of average loans on an annualized basis.

Net recoveries for the three months ended March 31, 2024 were $18,000, or 0.01% of average loans on an annualized basis.

• Nonperforming loans, which include nonaccrual loans and accruing loans past due 90 days or more, were $2.4 million at March 31, 2025 and $1.8 million at December 31, 2024.

The increase resulted from a $1.1 million residential real estate loan collateralized by mortgages on nine rental real estate properties moving to nonaccrual status during the quarter as a result of past due payments and failure to provide updated financial information.

At March 31, 2025, the loan was current.

Nonperforming loans to total loans ratio was 0.22% at March 31, 2025 and 0.16% at December 31, 2024.

Accrued Interest Receivable and Other Assets

• Accrued interest and other assets decreased $1.4 million or 4.4%, to $30.1 million at March 31, 2025, compared to $24.8 million at December 31, 2024 due primarily to a $6.0 million investment in a low income housing tax credit project.

Total liabilities increased $1.0 million, or 0.1%, to $1.34 billion at March 31, 2025 compared to $1.33 billion at December 31, 2024.

• Total deposits decreased $2.4 million to $1.281 billion as of March 31, 2025 compared to $1.284 billion at December 31, 2024.

Time deposits decreased $29.1 million and money market deposits decreased $3.5 million while interest-bearing demand, savings and non interest-bearing demand deposits increased $24.4 million, $6.2 million and $504,000, respectively.

Loan production totaled $97.0 million while $51.5 million of loans were paid off since December 31, 2024 .

• The allowance for credit losses (ACL) was $9.7 million at June 30, 2025 and $9.8 million at December 31, 2024.

As a result, the ACL to total loans was 0.88% at June 30, 2025 and 0.90% at December 31, 2024.

The provision for credit losses recorded for the six months ended June 30, 2025 was a net recovery of $32,000.

The provision for credit losses - loans was a $68,000 recovery and was primarily due to a reduction of reserve required for individually assessed loans and changes in loan concentrations, partially offset by additional reserve required for overall loan growth and a change in qualitative factors relating to economic conditions.

The provision for credit losses - unfunded commitments was $36,000 and was due to an increase in unfunded commitments and an increase in funding rates.

• Net charge-offs for the six months ended June 30, 2025 were $15,000.

Net charge-offs for the six months ended June 30, 2024 were $50,000, or 0.01% of average loans on an annualized basis.

• Nonperforming loans, which include nonaccrual loans and accruing loans past due 90 days or more, were $1.8 million at June 30, 2025 and December 31, 2024.

Nonperforming loans to total loans ratio was 0.16% at June 30, 2025 and December 31, 2024.

Total liabilities increased $35.4 million, or 2.7%, to $1.37 billion at June 30, 2025 compared to $1.33 billion at December 31, 2024.

• Total deposits increased $25.9 million, or 2.0%, to $1.31 billion as of June 30, 2025 compared to $1.28 billion at December 31, 2024.

Interest-bearing demand, non interest-bearing demand and savings deposits increased $36.7 million, $10.8 million and $1.5 million, respectively while time deposits decreased $16.7 million and money market deposits decreased $6.3 million, respectively.

This favorable change in the deposit mix was the result of an increased focus on building core banking relationships while strategically reducing time deposit-only relationships.

Brokered time deposits totaled $39.0 million as of March 31, 2025 and December 31, 2024, all of which mature within three months and were utilized to fund the purchase of floating rate CLO securities.

At March 31, 2025, FDIC insured deposits totaled approximately 62.3% of total deposits while an additional 15.2% of total deposits were collateralized with investment securities.

Brokered time deposits totaled $79.0 million as of June 30, 2025 and $39.0 million as of December 31, 2024, all of which mature within three months and were utilized to fund the purchase of floating rate CLO securities.

At June 30, 2025, FDIC insured deposits totaled approximately 61.0% of total deposits while an additional 14.8% of total deposits were collateralized with investment securities.

Accrued Interest Payable and Other Liabilities

• Accrued interest payable and other liabilities increased $3.4 million, or 21.3%, to $19.3 million at March 31, 2025, compared to $16.0 million at December 31, 2024 primarily due to the purchase of $3.0 million of syndicated loans not yet settled.

• Accrued interest payable and other liabilities increased $9.5 million, or 59.6%, to $25.5 million at June 30, 2025, compared to $16.0 million at December 31, 2024 primarily due to the purchase of $9.0 million of syndicated loans not yet settled.

Stockholders’ Equity

Stockholders’ equity increased $911,000, or 0.6%, to $148.3 million at March 31, 2025, compared to $147.4 million at December 31, 2024.

The key factors increasing stockholders’ equity were $1.9 million of net income for the current period and a $1.9 million decrease in accumulated other comprehensive loss, which were partially offset by $2.4 million of treasury shares purchased under the stock repurchase program and the payment of $1.3 million in dividends since December 31, 2024.

Book value per common share (GAAP) was $29.08 at March 31, 2025 compared to $28.71 at December 31, 2024, an increase of $0.37.

Stockholders’ equity increased $984,000, or 0.7%, to $148.4 million at June 30, 2025, compared to $147.4 million at December 31, 2024.

The key factors positively impacting stockholders’ equity were $5.9 million of net income for the current year, a $2.9 million decrease in accumulated other comprehensive loss and $1.1 million of shares issued as a result of stock option exercises, partially offset by $6.8 million of treasury shares purchased under the stock repurchase program and the payment of $2.5 million in dividends since December 31, 2024.

Book value per common share (GAAP) was $29.84 at June 30, 2025 compared to $28.71 at December 31, 2024, an increase of $1.13.

Tangible book value per common share (Non-GAAP) increased $1.06, or 4.0%, to $27.88 compared to $26.82 at December 31, 2024.

Consolidated Results of Operations for the Three Months Ended March 31, 2025 and 2024

Net income was $1.9 million for the three months ended March 31, 2025, a decrease of $2.3 million compared to net income of $4.2 million for the three months ended March 31, 2024.

Consolidated Results of Operations for the Three Months Ended June 30, 2025 and 2024

Net income was $3.9 million for the three months ended June 30, 2025, an increase of $1.3 million compared to net income of $2.7 million for the three months ended June 30, 2024.

Net Interest and Dividend Income.

Net interest and dividend income decreased $280,000, or 2.4%, to $11.3 million for the three months ended March 31, 2025 compared to $11.6 million for the three months ended March 31, 2024.

Net interest margin (GAAP) decreased to 3.27% for the three months ended March 31, 2025 compared to 3.36% for the three months ended March 31, 2024.

Fully Tax Equivalent (FTE) net interest margin (Non-GAAP) decreased 9 basis points (bps) to 3.28% for the three months ended March 31, 2025 compared to 3.37% for the three months ended March 31, 2024.

Net interest and dividend income increased $1.1 million, or 9.3%, to $12.5 million for the three months ended June 30, 2025 compared to $11.5 million for the three months ended June 30, 2024.

Net interest margin (GAAP) increased 36 basis points (bps) to 3.54% for the three months ended June 30, 2025 compared to 3.18% for the three months ended June 30, 2024.

Fully Tax Equivalent (FTE) net interest margin (Non-GAAP) increased 36 bps to 3.55% for the three months ended June 30, 2025 compared to 3.19% for the three months ended June 30, 2024.

Interest and Dividend Income

• Interest and dividend income decreased $139,000, or 0.8%, to $17.8 million for the three months ended March 31, 2025 compared to $18.0 million the three months ended March 31, 2024.

◦ Interest income on loans decreased $310,000, or 2.1%, to $14.5 million for the three months ended March 31, 2025 compared to $14.8 million for the three months ended March 31, 2024.

The average balance of loans decreased $12.8 million to $1.08 billion from $1.09 billion, causing a $293,000 decrease in interest income on loans.

The average yield on loans remained stable at 5.50% for both periods despite a 100 bp reduction in the federal funds rate since September 2024.

• Interest and dividend income decreased $179,000, or 0.9%, to $18.8 million for the three months ended June 30, 2025 compared to $18.9 million the three months ended June 30, 2024.

◦ Interest income on loans increased $822,000, or 5.6%, to $15.5 million for the three months ended June 30, 2025 compared to $14.7 million for the three months ended June 30, 2024.

The average yield on loans increased 18 bps to 5.68% from 5.50% despite a 100bp reduction in the federal funds rate since September 2024.

While this led to the downward repricing of variable and adjustable rate loans, the impact was negated by a reduction in lower yielding consumer loans due to the discontinuation of the indirect automobile loan product with the redeployment of those funds into higher yielding commercial loan products.

◦ Interest income on taxable investment securities increased $474,000, or 20.6%, to $2.8 million for the three months ended March 31, 2025 compared to $2.3 million for the three months ended March 31, 2024 driven by a $42.6 million increase in average balances coupled with an 8 bp increase in average yield.

The increase in the average yield caused a $489,000 increase in interest income on loans.

Additionally, the average balance of loans increased $22.2 million to $1.10 billion from $1.08 billion, causing a $349,000 increase in interest income on loans.

◦ Interest income on taxable investment securities increased $16,000, or 0.6%, to $2.9 million for the three months ended June 30, 2025 compared to $2.8 million for the three months ended June 30, 2024 driven by a $18.5 million increase in average balances, partially offset by a 26 bp decrease in average yield.

The increase in volume was driven by a $22.9 million increase in the average balance of collateralized loan obligation (“CLO”) securities as the Bank executed a leverage strategy during 2024 to purchase these assets funded with cash reserves and brokered certificates of deposits.

◦ Interest income on interest-earning deposits at other banks decreased $274,000 to $459,000 for the three months ended March 31, 2025 compared to $733,000 for the three months ended March 31, 2024 driven by a 91 bp decrease in the average yield and a $13.8 million decrease in average balances.

The decrease in the yield was primarily related to the Federal Reserve’s recent reductions in the federal funds rate.

The decrease in the yield resulted from the reductions in the federal funds rates since September 2024.

◦ Interest income on interest-earning deposits at other banks decreased $982,000 to $331,000 for the three months ended June 30, 2025 compared to $1.3 million for the three months ended June 30, 2024 driven by a 125 bp decrease in the average yield and a $67.7 million decrease in average balances.

The decrease in the yield was primarily related to the reductions in the federal funds rate since September 2024.

Interest Expense

• Interest expense increased $141,000, or 2.2%, to $6.5 million for the three months ended March 31, 2025 compared to $6.4 million for the three months ended March 31, 2024.

◦ Interest expense on deposits increased $120,000, or 2.0%, to $6.1 million for the three months ended March 31, 2025 compared to $6.0 million for the three months ended March 31, 2024.

Interest-bearing deposit balances increased $27.5 million, or 2.8%, to $1.0 billion as of March 31, 2025 compared to $978.3 million as of March 31, 2024, accounting for a $120,000 increase in interest expense.

◦ While interest expense increased compared to the same quarter in the prior year, it decreased $1.4 million, or 17.3%, to $6.5 million for the three months ended March 31, 2025 compared to $7.9 million for the three months ended December 31, 2024.

Interest-bearing deposits decreased $62.2 million as the Bank strategically reduced brokered deposits and time deposit only relationships.

Additionally, the cost of interest-bearing deposits declined from 2.79% for the three months ended December 31, 2024 compared to 2.46% for the three months ended March 31, 2025 due to the change in the deposit mix and the recent Federal Reserve federal funds rate decreases.

• Interest expense decreased $1.2 million, or 16.7%, to $6.2 million for the three months ended June 30, 2025 compared to $7.5 million for the three months ended June 30, 2024.

◦ Interest expense on deposits decreased $1.3 million, or 19.0%, to $5.7 million for the three months ended June 30, 2025 compared to $7.1 million for the three months ended June 30, 2024.

The cost of interest-bearing deposits declined 47 bps to 2.28% for the three months ended June 30, 2025 from 2.75% for the three months ended June 30, 2024 due to the change in the deposit mix and the recent Federal Reserve federal funds rate decreases.

The decrease in the cost of interest-bearing deposits accounted for a $1.2 million reduction in interest expense.

Average interest-bearing deposit balances decreased $27.2 million, or 2.6%, to $1.01 billion as of June 30, 2025 compared to $1.03 billion as of June 30, 2024, primarily as the Bank strategically reduced brokered deposits and time deposit only relationships.

The decrease in average balances accounted for a $161,000 reduction in interest expense.

Average Balances and Yields .

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The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense.

FTE yield adjustments have been made for tax exempt loan and securities interest income utilizing a marginal federal income tax rate of 21.0% for the periods presented.

FTE yield adjustments have been made for tax exempt loan interest income utilizing a marginal federal income tax rate of 21.0% for the periods presented.

As such, amounts will not agree to income as reported in the consolidated financial statements.

The yields and costs for the periods indicated are derived by dividing annualized income or expense by the average balances of assets or liabilities, respectively, for the periods presented.

Three Months Ended March 31,

Three Months Ended June 30,

Balance Interest

50 unchanged sentences

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated.

FTE yield adjustments have been made for tax exempt loan and securities income utilizing a marginal federal income tax rate of 21.0%.

FTE yield adjustments have been made for tax exempt loan income utilizing a marginal federal income tax rate of 21.0%.

The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate).

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The total column represents the sum of the prior columns.

Three Months Ended March 31, 2025

Three Months Ended March 31, 2024

Three Months Ended June 30, 2025

Three Months Ended June 30, 2024

Increase (Decrease) Due to

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Provision for Credit Losses.

The provision for credit losses recorded for the three months ended March 31, 2025 was a net recovery of $40,000.

The provision for credit losses - loans was $68,000 and was primarily due to an increase in specific reserves required on individually evaluated loans and qualitative adjustments on economic factors.

The provision for credit losses - unfunded commitments was a recovery of $108,000 and was due to decreases in unfunded commitments and funding rates.

This compared to a net recovery of $37,000 recorded for the three months ended March 31, 2024 as the provision for credit losses - loans was a recovery of $143,000 and was primarily due to a decrease in loan balances while the provision for credit losses - unfunded commitments was $106,000 and was due to an increase in qualitative factors.

A provision for credit losses of $8,000 was recorded for the three months ended June 30, 2025.

The provision for credit losses - loans was a $136,000 recovery and was primarily due to a reduction of reserve required for individually assessed loans and changes in loan concentrations, partially offset by additional reserve required for overall loan growth and a change in qualitative factors relating to economic conditions.

The provision for credit losses - unfunded commitments was $144,000 and was due to an increase in unfunded commitments and an increase in funding rates.

This compared to a net recovery of $36,000 recorded for the three months ended June 30, 2024 as the provision for credit losses - loans was $12,000 and was primarily due to an increase in the reserve required for individually assessed loans, partially offset by a decrease in loan balances while the provision for credit losses - unfunded commitments was a recovery of $48,000 and was due to a decrease in loss rates.

Noninterest Income .

Noninterest income decreased $1.1 million, or 58.9%, to $787,000 for the three months ended March 31, 2025, compared to $1.9 million for the three months ended March 31, 2024.

This decrease resulted primarily as prior period results included a $915,000 gain on bank owned life insurance resulting from one death claim and a $274,000 gain on the disposal of premises and equipment from the sale of one branch office building.

Noninterest income increased $243,000, or 35.3%, to $931,000 for the three months ended June 30, 2025, compared to $688,000 for the three months ended June 30, 2024.

This resulted primarily from a $205,000 increase in service fees primarily related to corporate deposit and Individual Covered Health Reimbursement Arrangement accounts.

Noninterest Expense.

Noninterest expense increased $1.4 million, or 16.3%, to $9.8 million for the three months ended March 31, 2025 compared to $8.4 million for the three months ended March 31, 2024.

Salaries and benefits increased $1.5 million, or 31.9%, to $6.0 million primarily due to $1.0 million of one-time non-recurring expenses recognized for the three months ended March 31, 2025 associated with the previously announced reduction in force, merit increases, revenue producing staff additions and higher insurance benefit costs.

Data processing expense increased $105,000 due to costs associated with a new loan origination system and financial dashboard platform implemented during mid-2024.

Noninterest expense decreased $236,000, or 2.6%, to $8.7 million for the three months ended June 30, 2025 compared to $9.0 million for the three months ended June 30, 2024.

Occupancy expense decreased $324,000 due to environmental remediation costs related to a construction project on one of the Bank’s office locations recognized only in 2024 and certain property management cost savings initiatives implemented in 2025.

Intangible amortization decreased $264,000 as the Bank’s core deposit intangibles were fully amortized in 2024.

Data processing expense decreased $250,000 due to costs associated with the implementation of a new loan origination system and financial dashboard platform during mid-2024.

Pennsylvania shares tax expense decreased $154,000 due to $217,000 of refunds received on amended returns filed for prior years.

Legal and professional fees decreased $91,000 primarily due to timing differences related to internal and external audit and tax services.

These decreases were partially offset as salaries and benefits increased $663,000, or 15.0%, to $5.1 million primarily due to merit increases, revenue producing staff additions and higher insurance benefit costs, partially offset by savings realized due to the reduction in force implemented earlier this year.

Equipment expense increased $74,000 due to higher depreciation expense associated with interactive teller machines, security system upgrades and other equipment placed into service in 2024.

Legal and professional fees increased $50,000 primarily due to timing differences related to external audit and tax services.

Contracted services increased $29,000 due to costs associated with website administration and equity compensation management added during mid-2024 and treasury product consulting services started in the current year.

These increases were partly offset as intangible amortization decreased $341,000 as the Bank’s core deposit intangibles were fully amortized in 2024.

Income Taxes.

Income tax expense was $427,000 for the three months ended March 31, 2025 compared to $920,000 for the three months ended March 31, 2024.

This change was primarily driven by a decrease in pre-tax income to $2.3 million for the three months ended March 31, 2025 compared to $5.1 million for the three months ended March 31, 2024.

Income tax expense was $766,000 for the three months ended June 30, 2025 compared to $560,000 for the three months ended June 30, 2024.

This change was primarily driven by a increase in pre-tax income to $4.7 million for the three months ended June 30, 2025 compared to $3.2 million for the three months ended June 30, 2024.

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

Net income was $5.9 million for the six months ended June 30, 2025, a decrease of $989,000 compared to $6.8 million for the six months ended June 30, 2024.

Net Interest and Dividend Income.

Net interest and dividend income increased $788,000, or 3.4%, to $23.9 million for the six months ended June 30, 2025 compared to $23.1 million for the six months ended June 30, 2024.

Net interest margin (GAAP) increased to 3.40% for the six months ended June 30, 2025 compared to 3.27% for the six months ended June 30, 2024.

Net interest margin (FTE) (Non-GAAP) increased 14 bps to 3.42% for the six months ended June 30, 2025 compared to 3.28% the six months ended June 30, 2024.

Interest and Dividend Income

• Interest and dividend income decreased $320,000, or 0.9%, to $36.6 million for the six months ended June 30, 2025 compared to $36.9 million for the six months ended June 30, 2024.

◦ Interest income on loans increased $512,000, or 1.7%, to $30.0 million during the six months ended June 30, 2025 compared to $29.5 million for the six months ended June 30, 2024.

The average yield on loans increased 9 bps to 5.59% for the six months ended June 30, 2025 compared to 5.50% for the six months ended June 30, 2024 resulting in a $485,000 increase in interest income on loans.

The increase in loan yield has been driven by a reduction in lower yielding consumer loans due to the discontinuation of the indirect automobile loan product with the redeployment of those funds into higher yielding commercial loan products.

The average balance of loans increased $4.8 million to $1.09 billion for the six months ended June 30, 2025 compared to $1.08 billion for the six months ended June 30, 2024 resulting in a $61,000 increase in interest income on loans.

◦ Interest income on taxable investment securities increased $489,000, or 9.5%, to $5.6 million during the six months ended June 30, 2025 compared to $5.1 million for the six months ended June 30, 2024 driven by a $30.5 million increase in average balances, partially offset by a 9 bp decrease in the average yield.

The increase in volume was driven by a $39.5 million increase in the average balance of CLO securities as the Company executed a leverage strategy to purchase these assets funded with brokered certificates of deposits.

The increase in the volume resulted in a $604,000 increase in interest income.

The decrease in the average yield resulted in a $115,000 decrease in interest income and was the result of reductions in the federal funds rates since September 2024.

◦ Interest income on interest-earning deposits at other banks decreased $1.3 million, to $789,000 for the six months ended June 30, 2025 compared to $2.0 million for the six months ended June 30, 2024 as average balances decreased $40.8 million and the average yield decreased 109 bps.

The volume decreased as cash was utilized to fund security purchases and loan originations while the average yield decrease resulted from reductions in the federal funds rate since September 2024.

Interest Expense

• Interest expense decreased $1.1 million, or 8.0%, to $12.8 million for the six months ended June 30, 2025 compared to $13.9 million for the six months ended June 30, 2024.

◦ Interest expense on deposits decreased $1.2 million, or 9.4%, to $11.8 million for the six months ended June 30, 2025 compared to $13.1 million for the six months ended June 30, 2024.

Declining market interest rates led to the repricing of interest-bearing demand, money market and time deposits and resulted in a 24 bp decrease in the average cost of interest-bearing deposits compared to the six months ended June 30, 2024.

This accounted for a $1.2 million increase in interest expense.

◦ Interest expense on borrowed funds increased $115,000, or 14.2%, to $923,000 for the six months ended June 30, 2025 compared to $808,000 for the six months ended June 30, 2024.

The average balance of borrowed funds increased $5.6 million due to FHLB short-term advances utilized during the six months ended June 30, 2025.

The increase in the average balance accounted for a $131,000 increase in interest expense.

Average Balances and Yields.

The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs.

Average balances are derived from daily balances over the periods indicated.

The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense.

FTE yield adjustments have been made for tax exempt loan interest income utilizing a marginal federal income tax rate of 21% for the periods presented.

As such, amounts will not agree to income as reported in the consolidated financial statements.

The yields and costs for the periods indicated are derived by dividing annualized income or expense by the average balances of assets or liabilities, respectively, for the periods presented.

Six Months Ended June 30,

Balance Interest

Dividends Yield/

Balance Interest

Dividends Yield/

(Dollars in thousands) (Unaudited)

Interest-Earning Assets:

Loans, Net (2)

$ 1,086,955 $ 30,132 5.59 % $ 1,082,172 $ 29,586 5.50 %

Debt Securities

Taxable 281,447 5,637 4.01 250,912 5,148 4.10

Equity Securities 1,832 37 4.04 2,693 54 4.01

Interest-Earning Deposits at Banks 39,278 789 4.02 80,082 2,045 5.11

Other Interest-Earning Assets 3,484 123 7.12 3,195 171 10.76

Total Interest-Earning Assets 1,412,996 36,718 5.24 1,419,054 37,004 5.24

Noninterest-Earning Assets 65,758 54,141

Total Assets $ 1,478,754 $ 1,473,195

Liabilities and Stockholders' Equity:

Interest-Bearing Liabilities:

Interest-Bearing Demand Deposits $ 326,322 3,203 1.98 % $ 329,974 3,653 2.23 %

Savings Accounts 173,193 83 0.10 188,194 111 0.12

Money Market Accounts 234,436 3,473 2.99 209,279 3,159 3.04

Time Deposits 272,229 5,074 3.76 278,538 6,133 4.43

Total Interest-Bearing Deposits 1,006,180 11,833 2.37 1,005,985 13,056 2.61

Short-Term Borrowings 5,584 131 4.73 1 — —

Other Borrowings 34,728 792 4.60 34,687 808 4.68

Total Interest-Bearing Liabilities 1,046,492 12,756 2.46 1,040,673 13,864 2.68

Noninterest-Bearing Demand Deposits 268,140 275,485

Total Funding and Cost of Funds 1,314,632 1.96 1,316,158 2.12

Other Liabilities 16,673 16,559

Total Liabilities 1,331,305 1,332,717

Stockholders' Equity 147,449 140,478

Total Liabilities and Stockholders' Equity $ 1,478,754 $ 1,473,195

Net Interest Income (FTE) (Non-GAAP) (3)

$ 23,962 $ 23,140

Net Interest-Earning Assets (4)

$ 366,504 $ 378,381

Net Interest Rate Spread (FTE) (Non-GAAP) (3)(5)

2.78 % 2.56 %

Net Interest Margin (GAAP) (6)

Net Interest Margin (FTE) (Non-GAAP) (3)(6)

Return on Average Assets (1)

Return on Average Equity (1)

Average Equity to Average Assets 9.97 9.54

Average Interest-Earning Assets to Average Interest-Bearing Liabilities 135.02 136.36

(1) Annualized based on six months ended results.

(2) Net of the allowance for credit losses and includes nonaccrual loans with a zero yield and Loans Held for Sale if applicable.

(3) Refer to Explanation and Use of Non-GAAP Financial Measures in this filing for the calculation of the measure and reconciliation to the most comparable GAAP measure.

(4) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(5) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(6) Net interest margin represents annualized net interest income divided by average total interest-earning assets.

Rate Volume Analysis.

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated.

FTE yield adjustments have been made for tax exempt loan and income utilizing a marginal federal income tax rate of 21%.

The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate).

The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume).

For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume.

The total column represents the sum of the prior columns.

Six Months Ended June 30, 2025

Six Months Ended June 30, 2024

Increase (Decrease) Due to

Volume Rate Total

(Dollars in thousands) (Unaudited)

Interest and Dividend Income:

Loans, net $ 61 $ 485 $ 546

Debt Securities:

Taxable 604 (115) 489

Equity Securities (17) — (17)

Cash at Other Banks (885) (371) (1,256)

Other Interest-Earning Assets 14 (62) (48)

Total Interest-Earning Assets (223) (63) (286)

Interest Expense:

Deposits (26) (1,197) (1,223)

Short-Term Borrowings 131 — 131

Other Borrowings (2) (14) (16)

Total Interest-Bearing Liabilities 103 (1,211) (1,108)

Change in Net Interest and Dividend Income $ (326) $ 1,148 $ 822

Provision for Credit Losses.

The provision for credit losses was a recovery of $32,000 for the six months ended June 30, 2025.

The recovery was due to improvement of individually analyzed loans that required specific provision in prior periods, mainly offset by increases in loan balances.

This compared to a recovery for credit losses of $73,000 for the six months ended June 30, 2024 due to a decrease in loan balances.

Noninterest Income.

Noninterest income decreased $886,000, or 34.0%, to $1.7 million for the six months ended June 30, 2025, compared to $2.6 million for the six months ended June 30, 2024.

Net gain on bank-owned life insurance claims decreased as a $915,000 gain was realized for the six months ended June 30, 2024 and net gain on disposal of premises and equipment decreased as a gain of $274,000 was realized during six months ended June 30, 2024 from the sale of one branch office location.

Partially offsetting these decreases, service fees increased $252,000, or 32.8%, to $1.0 million for six months ended June 30, 2025, compared to $769,000 for the six months ended June 30, 2024 primarily related to increases in fees related to corporate deposit accounts, Individual Covered Health Reimbursement Arrangement (ICHRA) accounts and check card activity.

Additionally, the net loss on equity securities decreased $141,000 to a loss of $69,000 for the six months ended June 30, 2025 compared to a $197,000 loss for the six months ended June 30, 2024 which was primarily due to changes in the market value of equity securities, comprised mainly of bank stocks.

Noninterest Expense.

Noninterest expense increased $1.1 million, or 6.5%, to $18.5 million for the six months ended June 30, 2025 compared to $17.4 million for the six months ended June 30, 2024.

Salaries and benefits increased $2.1 million primarily due to $1.0 million of one-time non-recurring expense recognized for the six months ended June 30, 2025 associated with the previously announced reduction in force, merit increases, revenue producing staff additions and higher insurance and benefit costs.

Additionally, equipment expense increased $140,000 due to higher depreciation expense associated with interactive teller machines, security system upgrades and other equipment placed into service during late 2024 and FDIC expense increased $89,000.

Partially offsetting these increases, amortization of intangible assets decreased $605,000 as the Bank’s core deposit intangible was fully amortized in 2024, occupancy expense decreased $323,000 primarily due to environmental remediation costs recognized during the six months ended June 30, 2024 related to a construction project on one of the Bank’s office location, Pennsylvania shares tax expense decreased $195,000 due to $242,000 of refunds received during the six months ended June 30, 2025 as a result of amended prior year returns, and data processing expense decreased $145,000 due to higher 2024 costs associated with the initial implementation of a new loan origination system.

Income Taxes.

Income tax expense decreased $287,000 to $1.2 million for the six months ended June 30, 2025 compared to $1.5 million for the six months ended June 30, 2024.

The change between the periods was driven by a decrease pre-tax income to $7.1 million for the six months ended June 30, 2025 compared to $8.3 million for the six months ended June 30, 2024.

Off-Balance Sheet Arrangements

Other than loan commitments and standby and performance letters of credit, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a significant current or future effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

Refer to Note 7 in the Notes to Consolidated Financial Statements of this report for a summary of commitments outstanding as of March 31, 2025 and December 31, 2024.

Refer to Note 7 in the Notes to Consolidated Financial Statements of this report for a summary of commitments outstanding as of June 30, 2025 and December 31, 2024.

Liquidity and Capital Management

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Excess liquid assets are invested generally in interest-earning deposits with other banks and short- and intermediate-term securities.

The Company believes that it had sufficient liquidity at March 31, 2025 to satisfy its short- and long-term liquidity needs.

The Company’s most liquid assets are cash and due from banks, which totaled $61.3 million at March 31, 2025.

The Company believes that it had sufficient liquidity at June 30, 2025 to satisfy its short- and long-term liquidity needs.

The Company’s most liquid assets are cash and due from banks, which totaled $64.5 million at June 30, 2025.

The levels of these assets depend on our operating, financing, lending and investing activities during any given period.

Unpledged securities, which provide an additional source of liquidity, totaled $95.6 million at March 31, 2025.

In addition, at March 31, 2025, the Company had the ability to borrow up to $508.3 million from the FHLB of Pittsburgh, of which $486.4 million was available.

The Company also has the ability to borrow up to $75.2 million from the FRB through its Borrower-In-Custody line of credit agreement and the Company also maintains multiple line of credit arrangements with various unaffiliated banks totaling $50.0 million as of both March 31, 2025 and December 31, 2024, currently these credit arrangements have remained unused.

At March 31, 2025, $237.3 million, or 88.6% of total time deposits mature within one year.

Unpledged securities, which provide an additional source of liquidity, totaled $100.9 million at June 30, 2025.

In addition, at June 30, 2025, the Company had the ability to borrow up to $516.2 million from the FHLB of Pittsburgh, of which $494.3 million was available.

The Company also has the ability to borrow up to $69.7 million from the FRB through its Borrower-In-Custody line of credit agreement and the Company also maintains multiple line of credit arrangements with various unaffiliated banks totaling $50.0 million as of both June 30, 2025 and December 31, 2024, currently these credit arrangements have remained unused.

At June 30, 2025, $238.5 million, or 85.1% of total time deposits mature within one year.

If these time deposits do not remain with the Company, the Company will be required to seek other sources of funds.

2 unchanged sentences

The Company has the ability to attract and retain deposits by adjusting the interest rates offered.

At March 31, 2025, the Bank's current deposit portfolio is 62.3% insured by the FDIC, and with additional coverage of 15.2% from the Bank's investment securities;

At June 30, 2025, the Bank's current deposit portfolio is 61.0% insured by the FDIC, and with additional coverage of 14.8% from the Bank's investment securities;

of the total deposits held at the Bank only 24.2% are uninsured.

7 unchanged sentences

The Bank’s ability to pay dividends to CB Financial is subject to regulatory limitations.

At March 31, 2025, CB Financial (on an unconsolidated, stand-alone basis) had liquid assets of $15.1 million.

At June 30, 2025, CB Financial (on an

unconsolidated, stand-alone basis) had liquid assets of $9.8 million.

The ability to pay future dividends or conduct stock repurchases may be limited under applicable banking regulations and regulatory policies due to expected losses for future periods and/or the inability to upstream funds from the Bank to the Company as a result of lower income or regulatory capital levels.

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Under the Regulatory Capital Rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity Tier I capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets.

At March 31, 2025 and December 31, 2024, the Bank was categorized as “well capitalized” under the regulatory framework for prompt corrective action.

At June 30, 2025 and December 31, 2024, the Bank was categorized as “well capitalized” under the regulatory framework for prompt corrective action.

The following table presents the Bank’s regulatory capital amounts and ratios, as well as the minimum amounts and ratios required to be well capitalized as of the dates indicated.

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Amount Ratio Amount Ratio

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Refer to the "Lending Activities" section of the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for a description of each loan portfolio segment.

At March 31, 2025, the Company's loans totaled $1.088 billion, representing a $4.1 million, or 0.4%, decrease compared to $1.093 billion at December 31, 2024.

At June 30, 2025, the Company's loans totaled $1.11 billion, representing a $18.2 million, or 1.7%, increase compared to $1.09 billion at December 31, 2024.

The table below provides the composition of the loan portfolio:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(Dollars in thousands)

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Our concentration management policy is approved by the Company's Board of Directors and is used to ensure a high-quality, well diversified portfolio that is consistent with our overall objective of maintaining an acceptable level of risk.

The Company's CRE portfolio totaled $497.3 million at March 31, 2025, a increase of $11.8 million, or 2.4%, compared to December 31, 2024.

The Company's CRE portfolio totaled $513.2 million at June 30, 2025, an increase of $27.7 million, or 5.7%, compared to December 31, 2024.

CRE loans are concentrated in the Pittsburgh metropolitan area.

The tables below provides further detail of the composition of the CRE portfolio as of March 31, 2025:

The tables below provides further detail of the composition of the CRE portfolio as of June 30, 2025:

(Dollars in thousands) CRE Nonowner Occupied Loans

Outstanding Balance Percent Average Loan Size Average LTV (1)

Multifamily $ 93,705 24.20 % $ 781 76.42 %

Retail Space $ 97,449 24.31 % $ 1,188 72.90 %

Multifamily 94,461 23.56 787 75.41

Warehouse Space 66,351 16.55 1,508 59.33

3 unchanged sentences

Hotels 13,642 3.40 1,516 59.50

Vacant Land 5,376 1.34 1,075 46.24

Senior Housing 3,276 0.82 3,276 41.97

Oil & Gas 5,269 1.36 % 1,054 45.16 %

Other 24,520 6.12 817 61.62

7 unchanged sentences

Medical Facilities 8,869 7.90 682 75.57

Senior Housing 5,893 5.25 1,964 27.11

Manufacturing 3,221 2.87 293 57.46

Oil & Gas 670 0.61 % 45 33.88 %

Hotels 5,918 5.38 % 1,973 27.21 %

Vacant Land 2,161 1.92 127 42.87

Other 33,490 29.83 441 56.23

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis