CB Financial Services, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures. (b) Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control process has been designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, utilizing the framework established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on management’s assessment, the Company concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025, based on that framework. (c) Changes to Internal Control Over Financial Reporting There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 53 ITEM 9B. OTHER INFORMATION During the three months ended December 31, 2025, none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company's securities that was intended to satisfy the affirmative defense conditions of SEC rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as such term is defined in Item 408 of SEC Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information required by this item is incorporated by reference in the Proxy Statement for the 2026 Annual Meeting. The Company has adopted a policy regarding Insider Trading governing the purchase, sale and/or other dispositions of the Company's securities by its directors, officers and employees and by the Company itself. A copy of the policy is filed as an exhibit to the Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION Information required by this item is incorporated by reference in the Proxy Statement for the 2026 Annual Meeting. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information required by this item is incorporated by reference in the Proxy Statement for the 2026 Annual Meeting. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE Information required by this item is incorporated by reference in the Proxy Statement for the 2026 Annual Meeting. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Our independent registered public accounting firm for 2025 is Forvis Mazars, LLP , Pittsburgh, Pennsylvania , Auditor Firm ID 686 . Information required by this item is incorporated by reference in the Proxy Statement for the 2026 Annual Meeting. 54 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The financial statements filed as a part of this Form 10-K are: (A) Report of Independent Registered Public Accounting Firm; (B) Consolidated Statements of Financial Condition at December 31, 2025 and 2024; (C) Consolidated Statements of Income for the Years Ended December 31, 2025 and 2024; (D) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025 and 2024; (E) Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024; (F) Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024; and (G) Notes to Consolidated Financial Statements. (a)(2) Financial Statement Schedules All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Notes to Consolidated Financial Statements. (a)(3) Exhibits 3.1 Amended and Restated Articles of Incorporation of CB Financial Services, Inc. (1) 3.2 Bylaws of CB Financial Services, Inc. (2) 4.1 Form of Stock Certificate of CB Financial Services, Inc. (1) 4.2 Description of Registrant's Securities (3) 10.1 Employment Agreement by and between Community Bank and John H. Montgomery (4) 10.2 Executive Consultant Agreement by and between Community Bank and Ralph Burchianti (5) 10.3 Separation and Release Agreement by and between Community Bank and Jamie L. Prah (6) 10.8 Split Dollar Life Insurance Agreement by and between Community Bank and John H. Montgomery, dated November 2, 2020 (7) 10.9 Split Dollar Life Insurance Agreement by and between Community Bank and Ralph Burchianti dated April 1, 2005 (1) 10.10 Split Dollar Life Insurance Agreement dated as of June 1, 2002, by and between First Federal Savings Bank and Richard B. Boyer (8) 10.11 Amendment dated as of July 19, 2002, to the Life Insurance Endorsement Method Split Dollar Plan Agreement by and between First Federal Savings Bank and Richard B. Boyer (9) 10.12 Amendment dated as of September 13, 2005, to the Life Insurance Endorsement Method Split Dollar Plan Agreement by and between First Federal Savings Bank and Richard B. Boyer (10) 10.14 CB Financial Services, Inc., 2015 Equity Incentive Plan (11) 10.15 CB Financial Services, Inc., 2021 Equity Incentive Plan (12) 10.16 CB Financial Services, Inc., 2024 Equity Incentive Plan (16) 10.17 Subordinated Note Purchase Agreement (13) 10.18 Employment Agreement by and between Community Bank and Jennifer L. George (14) 10.19 Asset Purchase Agreement among World Insurance Associates, LLC, Exchange Underwriters, Inc. and Community Bank (15) 19 Registrant’s Policy Regarding Insider Trading 21 S ubsidiaries 23.1 Consent of Forvis Mazars, LLP 31.1 Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 CB Financial Services, Inc., Clawback Polic y (1 7 ) 101.0 The following materials for the year ended December 31, 2025, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive (Loss) Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Audited Consolidated Financial Statements. 104 Cover Page Interactive Data File (embedded in Inline XBRL contained in Exhibit 101) (1) Incorporated herein by reference to the Exhibits to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on June 13, 2014 (File No. 333-196749). (2) Incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2021. (3) Incorporated herein by reference to Exhibit 4.2 to the Company’s Form 10-K for the year ended December 31, 2020, filed on March 17, 2021. (4) Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 14, 2020. 55 (5) Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K , filed on February 21, 2023. (6) Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 5, 2025. (7) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 6, 2020. (8) Incorporated herein by reference to Exhibit 10.11 to FedFirst Financial Corporation’s Registration Statement on Form SB-2, as amended (File No. 333-121405), initially filed on December 17, 2004. (9) Incorporated herein by reference to Exhibit 10.2 to FedFirst Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed on May 9, 2008. (10) Incorporated herein by reference to Exhibit 10.4 to FedFirst Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed on May 9, 2008. (11) Incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement, filed on April 16, 2015. (12) Incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement, filed on April 9, 2021. (13) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 10, 2021. (14) Incorporated by reference to Exhibit 10.18 to the Company's Form 10-K for the year ended December 31, 2022, filed on March 10, 2023. (15) Incorporated herein by reference to Exhibit 2 to the Company's Current Report on Form 8-K, filed on December 1, 2023. (16) Incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement, filed on April 5, 2024. (17) Incorporated by herein by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 19, 2025. ITEM 16. FORM 10-K SUMMARY Not applicable. 56 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. CB FINANCIAL SERVICES, INC. Date: March 13, 2026 By: /s/ John H. Montgomery John H. Montgomery President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange 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. By: /s/ John H. Montgomery By: /s/ Amanda L. Engles John H. Montgomery Amanda L. Engles President and Chief Executive Officer and Executive Vice President and Chief Financial Officer Director (Principal Financial and Accounting Officer) Date: March 13, 2026 Date: March 13, 2026 By: /s/ Mark E. Fox By: /s/ Charles R. Guthrie Mark E. Fox Charles R. Guthrie, CPA Director (Chairman of the Board) Director (Vice Chairman of the Board) Date: March 13, 2026 Date: March 13, 2026 By: /s/ Jonathan A. Bedway By: /s/ Ralph Burchianti Jonathan A. Bedway Ralph Burchianti Director Executive Consultant and Director Date: March 13, 2026 Date: March 13, 2026 By: /s/ John J. LaCarte By: /s/ Roberta Robinson Olejasz John J. LaCarte Roberta Robinson Olejasz Director Director Date: March 13, 2026 Date: March 13, 2026 By: /s/ David F. Pollock By: /s/ John M. Swiatek David F. Pollock John M. Swiatek Director Director Date: March 13, 2026 Date: March 13, 2026 57 CONSOLIDATED FINANCIAL STATEMENTS Contents Page Report of Independent Registered Public Accounting Firm 59 Consolidated Statements of Financial Condition at December 31, 2025 and 2024 61 Consolidated Statements of Income for the Years Ended December 31, 2025 and 2024 62 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025 and 2024 63 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 64 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 65 Notes to Consolidated Financial Statements 67 58 Report of Independent Registered Public Accounting Firm To the Shareholders, Board of Directors, and Audit Committee CB Financial Services, Inc. Carmichaels, Pennsylvania Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of financial condition of CB Financial Services, Inc. (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements referred to above 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 each of the years in the two-year period ended December 31, 2025, 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 the 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 audits 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 audit 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 include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit 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 Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 59 Allowance for Credit Losses (ACL) – Qualitative Adjustments As presented in Note 4 to the consolidated financial statements the allowance for credit losses (ACL) balance was $10,116,000 at December 31, 2025. As described in Note 1 to the financial statements, the ACL is an estimate of current expected credit losses in the loan portfolio. The determination of the ACL requires significant judgment reflecting the Company’s estimate of expected future losses for the loan’s entire contractual term adjusted for expected payments when appropriate. Estimates of expected credit losses are based on relevant information about current conditions, past events, and reasonable and supportable forward-looking forecasts regarding collectability of the reported amounts. The Company utilized a discounted cash-flow model derived from historical data to construct a loss rate for each identified loan segment. Due to the Company's loss history not being sufficient and relevant enough to predict future losses, the Company also utilized peer data from a peer group. The loss rates are then adjusted, for reasonable and supportable forecasts of relevant economic indicators as well as other environmental factors based on the risks present for each portfolio segment. The environmental factors (“qualitative adjustments”) include consideration of economic conditions and portfolio trends. We have identified auditing the qualitative adjustments as a critical audit matter as management’s determination of the qualitative adjustments used in the ACL is subjective and involves significant management judgments; and our audit procedures related to the qualitative adjustments involved a high degree of auditor judgment and required significant audit effort, including the need to involve more experienced audit personnel. How the Critical Audit Matter Was Addressed in the Audit The primary procedures we performed to address this critical audit matter included: • Substantively testing management's determination of the qualitative adjustments used in the ACL estimate, including: ◦ Evaluated management’s process for developing the qualitative adjustments, which included assessing the relevance and reliability of data used to develop the qualitative adjustments, including evaluating their judgments and assumptions for reasonableness. Among other procedures, our evaluation considered evidence from internal and external sources. ◦ Analytically evaluating the qualitative adjustments for directional consistency, testing for reasonableness, and obtaining evidence for significant changes. ◦ Evaluated the mathematical accuracy of the qualitative adjustments applied to the loan segments in the ACL calculation. We have served as the Company’s auditor since 2021. Forvis Mazars, LLP Pittsburgh, Pennsylvania March 13, 2026 60 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION December 31, 2025 2024 (Dollars in Thousands, Except Per Share and Share Data) ASSETS Cash and Due From Banks: Interest-Earning $ 18,374 $ 39,332 Noninterest-Earning 13,319 10,240 Total Cash and Due From Banks 31,693 49,572 Securities: Available-for-Sale Debt Securities, at Fair Value 278,986 259,514 Equity Securities, at Fair Value 909 2,639 Total Securities 279,895 262,153 Loans Held for Sale — 900 Loans (Net of Allowance for Credit Losses of $ 10,116 and $ 9,805 at December 31, 2025 and 2024, Respectively) 1,152,144 1,082,821 Premises and Equipment, Net 19,646 20,708 Bank-Owned Life Insurance 24,812 24,209 Goodwill 9,732 9,732 Accrued Interest Receivable and Other Assets 29,771 31,469 TOTAL ASSETS $ 1,547,693 $ 1,481,564 LIABILITIES Deposits: Noninterest-Bearing Demand Accounts $ 291,745 $ 267,896 Interest-Bearing Demand Accounts 357,134 316,764 Money Market Accounts 209,166 231,458 Savings Accounts 169,307 170,530 Time Deposits 312,453 296,869 Total Deposits 1,339,805 1,283,517 Other Borrowed Funds 34,758 34,718 Accrued Interest Payable and Other Liabilities 15,593 15,951 TOTAL LIABILITIES 1,390,156 1,334,186 STOCKHOLDERS' EQUITY Common Stock, $ 0.4167 Par Value; 35,000,000 Shares Authorized, 5,835,325 and 5,787,744 Shares Issued and 5,036,509 and 5,132,654 Shares Outstanding, Respectively 2,432 2,412 Capital Surplus 87,644 86,373 Retained Earnings 90,625 90,856 Treasury Stock, at Cost ( 798,816 and 655,090 Shares, Respectively) ( 19,752 ) ( 15,028 ) Accumulated Other Comprehensive Loss ( 3,412 ) ( 17,235 ) TOTAL STOCKHOLDERS' EQUITY 157,537 147,378 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,547,693 $ 1,481,564 The accompanying notes are an integral part of these consolidated financial statements 61 CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31, 2025 2024 (Dollars in Thousands, Except Per Share and Share Data) INTEREST AND DIVIDEND INCOME Loans, Including Fees $ 62,070 $ 59,383 Securities: Taxable 11,520 11,533 Tax-Exempt 561 — Dividends 51 110 Other Interest and Dividend Income 1,737 5,105 TOTAL INTEREST AND DIVIDEND INCOME 75,939 76,131 INTEREST EXPENSE Deposits 23,445 28,441 Short-Term Borrowings 199 — Other Borrowings 1,520 1,622 TOTAL INTEREST EXPENSE 25,164 30,063 NET INTEREST AND DIVIDEND INCOME 50,775 46,068 Provision for Credit Losses - Loans 534 379 Provision for Credit Losses - Unfunded Commitments 55 191 NET INTEREST AND DIVIDEND INCOME AFTER NET PROVISION FOR CREDIT LOSSES 50,186 45,498 NONINTEREST INCOME Service Fees 2,180 1,680 Insurance Commissions 4 6 Other Commissions 252 251 Net Gain on Sale of Loans 105 52 Net (Loss) Gain on Investment Securities ( 11,807 ) 51 Net Gain on Purchased Tax Credits 14 49 Gain on Sale of Subsidiary — 138 Net Gain on Disposal of Premises and Equipment 40 274 Income from Bank-Owned Life Insurance 603 594 Net Gain on Bank-Owned Life Insurance Claims — 915 Other Income 1,379 1,484 TOTAL NONINTEREST INCOME (LOSS) ( 7,230 ) 5,494 NONINTEREST EXPENSE Salaries and Employee Benefits 22,213 18,821 Occupancy 2,513 3,096 Equipment 1,452 1,155 Data Processing 3,055 3,308 Federal Deposit Insurance Corporation Assessment 724 639 Pennsylvania Shares Tax 948 1,161 Contracted Services 1,543 1,623 Legal and Professional Fees 1,024 985 Advertising 566 484 Other Real Estate Owned 65 50 Amortization of Intangible Assets — 958 Other Expense 3,553 3,369 TOTAL NONINTEREST EXPENSE 37,656 35,649 INCOME BEFORE INCOME TAX EXPENSE 5,300 15,343 Income Tax Expense 397 2,749 Net Income $ 4,903 $ 12,594 EARNINGS PER SHARE Basic $ 0.97 $ 2.45 Diluted 0.92 2.38 WEIGHTED AVERAGE SHARES OUTSTANDING Basic 5,036,706 5,134,092 Diluted 5,306,916 5,302,522 The accompanying notes are an integral part of these consolidated financial statements 62 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31, 2025 2024 (Dollars in Thousands) Net Income $ 4,903 $ 12,594 Other Comprehensive Income (Loss) Change in Unrealized (Loss) Gain on Available-for-Sale Debt Securities 5,809 ( 555 ) Income Tax Effect ( 1,238 ) 67 Reclassification Adjustment for Loss on Sale of Debt Securities Included in Net Income (1) 11,757 — Income Tax Effect (2) ( 2,505 ) — Other Comprehensive Income (Loss), Net of Income Tax Effect 13,823 ( 488 ) Total Comprehensive Income $ 18,726 $ 12,106 (1) Reported in Net (Loss) Gain on Investment Securities on the Consolidated Statements of Income. (2) Reported in Income Tax Expense on the Consolidated Statements of Income. The accompanying notes are an integral part of these consolidated financial statements 63 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Shares Issued Common Stock Capital Surplus Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total (Dollars in Thousands, Except Per Share and Share Data) December 31, 2023 5,759,378 $ 2,400 $ 85,334 $ 83,392 $ ( 14,545 ) $ ( 16,747 ) $ 139,834 Net Income — — — 12,594 — — 12,594 Other Comprehensive Loss — — — — — ( 488 ) ( 488 ) Restricted Stock Awards Forfeited ( 6,450 ) ( 3 ) 21 — ( 18 ) — — Restricted Stock Awards Granted 25,410 11 ( 11 ) — — — — Stock-Based Compensation Expense — — 812 — — — 812 Exercise of Stock Options 9,406 4 217 — 500 — 721 Treasury Stock Purchased, at Cost ( 35,719 shares) — — — — ( 965 ) — ( 965 ) Dividends Declared ($ 1.00 per share) — — — ( 5,130 ) — — ( 5,130 ) December 31, 2024 5,787,744 $ 2,412 $ 86,373 $ 90,856 $ ( 15,028 ) $ ( 17,235 ) $ 147,378 Net Income — — — 4,903 — — 4,903 Other Comprehensive Income — — — — — 13,823 13,823 Restricted Stock Awards Forfeited ( 200 ) — 2 — ( 2 ) — — Restricted Stock Awards Granted 25,235 11 ( 11 ) — — — — Stock-Based Compensation Expense — — 796 — — — 796 Exercise of Stock Options 22,546 9 531 — 2,071 — 2,611 Treasury Stock Purchased, at Cost ( 235,460 shares) — — ( 47 ) — ( 6,793 ) — ( 6,840 ) Dividends Declared ($ 1.02 per share) — — — ( 5,134 ) — — ( 5,134 ) December 31, 2025 5,835,325 $ 2,432 $ 87,644 $ 90,625 $ ( 19,752 ) $ ( 3,412 ) $ 157,537 The accompanying notes are an integral part of these consolidated financial statements 64 CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2025 2024 (Dollars in Thousands) OPERATING ACTIVITIES Net Income $ 4,903 $ 12,594 Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: Net Accretion on Securities ( 373 ) ( 694 ) Depreciation and Amortization 1,810 2,425 Provision for Credit Losses - Loans 534 379 Provision for Credit Losses - Unfunded Commitments 55 191 Net Loss on Sale of Debt Securities 11,757 — Net Loss on Equity Securities 13 — Net Unrealized Loss (Gain) Recognized on Equity Securities 37 ( 51 ) Gain on Sale of Subsidiary — ( 138 ) Gain on Purchased Tax Credits ( 14 ) ( 49 ) Income from Bank-Owned Life Insurance ( 603 ) ( 594 ) Gain on BOLI Death Benefit Claims — ( 915 ) Proceeds From Mortgage Loans Sold 5,481 4,980 Originations of Mortgage Loans for Sale ( 4,880 ) ( 5,828 ) Net Gain on Sale of Loans ( 105 ) ( 52 ) Loss (Gain) on Sales of Other Real Estate Owned 51 54 Noncash Expense for Stock-Based Compensation 796 812 Increase in Accrued Interest Receivable ( 788 ) ( 500 ) Net Gain on Disposal of Premises and Equipment ( 40 ) ( 274 ) (Benefit) Provision in Deferred Income Tax ( 65 ) 191 Decrease in Taxes Payable ( 2,034 ) ( 3,903 ) (Decrease) Increase in Accrued Interest Payable ( 475 ) 682 Other, Net 1,747 ( 2,560 ) Net Cash Provided by Operating Activities 17,807 6,750 INVESTING ACTIVITIES Securities Available for Sale: Proceeds From Principal Repayments and Maturities 38,017 15,356 Purchases of Securities ( 169,140 ) ( 70,224 ) Proceeds from Sales of Debt Securities 117,833 — Proceeds from Sale of Equity Securities 1,680 — Net (Increase) Decrease in Loans ( 69,611 ) 17,583 Purchase of Premises and Equipment ( 650 ) ( 3,315 ) Proceeds from Disposal of Premises and Equipment 41 988 Proceeds From a Claim on Bank-Owned Life Insurance — 2,678 Investment in Low Income Housing Tax Credit ( 957 ) — Proceeds From Sales of Other Real Estate Owned 107 258 Purchase of Restricted Equity Securities ( 8,083 ) — Redemption of Restricted Equity Securities 8,152 291 Net Cash Used in Investing Activities ( 82,611 ) ( 36,385 ) FINANCING ACTIVITIES Net Increase in Deposits 56,288 16,358 Principal Payments on Other Borrowed Funds ( 20,000 ) — Proceeds from Other Borrowed Funds 20,000 — Cash Dividends Paid ( 5,134 ) ( 5,130 ) Treasury Stock, Purchases at Cost ( 6,840 ) ( 965 ) Exercise of Stock Options 2,611 721 Net Cash Provided by Financing Activities 46,925 10,984 Decrease in Cash and Due from Banks ( 17,879 ) ( 18,651 ) CASH AND DUE FROM BANKS AT BEGINNING OF THE YEAR 49,572 68,223 CASH AND DUE FROM BANKS AT END OF THE YEAR $ 31,693 $ 49,572 The accompanying notes are an integral part of these consolidated financial statements 65 Year Ended December 31, 2025 2024 (Dollars in Thousands) SUPPLEMENTAL CASH FLOW INFORMATION: Cash Paid for: Interest on Deposits and Borrowings (Including Interest Credited to Deposit Accounts of $ 23,914 and $ 27,759 , Respectively) $ 25,639 $ 29,381 Federal Income Taxes 300 4,050 State Income Taxes 1 2,290 Income Taxes Paid (Net of Refunds) exceeding 5% of Total Income Taxes Paid (Net of Refunds) in the following Jurisdictions: Pennsylvania * 2,290 * Jurisdiction below the threshold for the period presented SUPPLEMENTAL NONCASH DISCLOSURE: Transfer of Loans from Loans Held for Sale to Portfolio $ 404 $ — Other Real Estate Acquired in Settlement of Loans 158 150 Right of Use ("ROU") Asset Recognized — 1,419 Unfunded Commitment in Low Income Housing Tax Credit 4,038 4,995 The accompanying notes are an integral part of these consolidated financial statements 66 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of CB Financial Services, Inc. ("CB Financial"), and its wholly owned subsidiary, Community Bank (the “Bank”), and the Bank’s wholly owned subsidiary, Exchange Underwriters, Inc. (“Exchange Underwriters” or “EU”). CB Financial, the Bank and Exchange Underwriters are collectively referred to as the “Company.” Effective September 29, 2025, EU merged with and into the Bank, with the Bank as the surviving institution. All intercompany transactions and balances have been eliminated in consolidation. Nature of Operations The Company derives substantially all its income from banking and bank-related services which include interest income on commercial, commercial mortgage, residential real estate and consumer loan financing, interest and dividend income on securities, and fees generated from deposit services to its customers. The Company provides banking services through its subsidiary, Community Bank, a Pennsylvania-chartered commercial bank headquartered in Carmichaels, Pennsylvania. The Bank is a community-oriented institution offering residential and commercial real estate loans, commercial and industrial loans, and consumer loans as well as a variety of deposit products for individuals and businesses in its market area. The Bank operates from nine offices in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in southwestern Pennsylvania and three offices in Marshall and Ohio Counties in West Virginia. On December 1, 2023, the Company announced that the Bank and EU entered into an Asset Purchase Agreement with World Insurance Associates, LLC ("World") pursuant to which EU sold substantially all of its assets to World for a purchase price of $ 30.5 million cash plus possible additional earn-out payments. The sale of assets was completed on December 8, 2023 and resulted in an initial pre-tax gain of $ 24.6 million. This transaction did not meet the criteria for discontinued operations reporting. During 2024, the Company recognized an additional gain of $ 138,000 following the final settlement of all liabilities and an earn-out payment of $ 708,000 . During 2025, the Company recognized an earn-out payment of $ 759,000 . The Company has evaluated events and transactions occurring subsequent to the balance sheet date of December 31, 2025 through the date the consolidated financial statements are being issued for items that should potentially be recognized or disclosed in these consolidated financial statements. Use of Estimates The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with general practice within the banking industry. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the Consolidated Statements of Financial Condition, and income 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 fair value of securities available for sale, determination of the allowance for credit losses, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, impairment evaluations of securities, the valuation of deferred tax assets and the evaluation of goodwill and core deposit intangible impairment. Revenue Recognition Income on loans and securities is recognized as earned on the accrual method. Gains and losses on sales of mortgages are based on the difference between the selling price and the carrying value of the related mortgage sold. The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying Accounting Standards Codification ("ASC") Topic 606 that significantly affects the determination of the amount and timing of revenue from contracts with customers. 67 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s revenue from contracts with customers within the scope of ASC Topic 606 is recognized within Noninterest Income with the exception of Other Real Estate Owned (“OREO”) Income, which is accounted for in Noninterest Expense. The following narrative describes the Company’s revenue streams accounted for under the guidance of ASC Topic 606: Service Fees : The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees include services fees for ATM usage, stop payment charges, statement production, ACH and wire transfers, which are recognized into income at the occurrence of an executed transaction and the point in time the Company fulfills the customer’s request. Account maintenance fees, which are primarily based on monthly maintenance activities, are earned over the course of the month, and satisfy the Company’s performance obligation. Overdraft fees are recognized as the overdrafts on customer’s accounts are incurred. The services fees are automatically withdrawn from the customer’s account balance per their account agreement with the Company. In addition, the Company earns interchange fees from debit/credit cardholder transactions conducted through the applicable payment networks. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. The Company currently does not offer a cardholder rewards program. Other Commissions : The Company earns other commissions, such as wealth management referral fees, check sales and safe deposit box rentals to customers. The wealth management referral fees are earned as a referral when a bank customer initiates a customer relationship with an associated wealth management firm. These fees fulfill the contract/agreement between the Company and the wealth management firm. Check sales are recognized as customers contact the Company for check supplies or the customer initiates the check order through the Company website to our third-party check company. These commissions are recognized as the third-party check company satisfies the contract of providing check stock to our customers. Safe deposit box rental income is recognized on a monthly basis, per each contract agreement with our customers. The safe deposit box income is automatically withdrawn from the customer’s deposit account on a monthly basis as this revenue is earned by the contract. Gains (Losses) on Sales of OREO : The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. It is not common policy that the Company will finance an OREO property with the buyer. It is the Company’s practice to sell loan collateral recognized as an OREO property to free the Company of any additional loss exposure. Operating Segments An operating segment is defined as a component of an enterprise that engages in business activities which generate revenue and incur expense, and the operating results of which are reviewed by management. The Company has evaluated the provisions of ASC Topic 280, Segment Reporting, and determined that at December 31, 2025 and 2024, the Company had one reportable segment, community banking services. See Note 21 - Segment Reporting and Related Information for more information. Cash and Due From Banks The Company has defined cash and due from banks as cash on hand and those amounts due from depository institutions, interest-bearing deposits with other banks with original maturities of less than 90 days, and federal funds sold. The Company maintains cash deposits in other depository institutions that occasionally exceed the amount of deposit insurance available. Management periodically assesses the financial condition of these institutions and believes that the risk of any possible credit loss is minimal. Generally, the Company is required to maintain average reserve balances in vault cash with the Federal Reserve Bank based upon outstanding balances of deposit transaction accounts. However, as announced on March 15, 2020, the Federal Reserve Board reduced reserve requirement ratios to zero percent, effective March 26, 2020, in light of the shift to an ample reserves regime. This action eliminates the need to maintain balances in accounts at the Federal Reserve Bank to satisfy reserve requirements, thereby freeing up liquidity in the banking system to support lending. Therefore, at December 31, 2025, and 2024, there were no reserve requirements with the Federal Reserve Bank. Securities Securities are classified at the time of purchase, based on management’s intentions and ability, as securities held to maturity or securities available-for-sale. Debt securities acquired with the intent and the ability to hold to maturity are stated at cost adjusted for amortization of premium and accretion of discount, which are computed using a level yield method and recognized as adjustments to interest income. Unrealized holding gains and losses for available-for-sale debt securities are reported as a separate component of stockholders’ equity, net of tax, until realized. Equity securities are measured at fair value with the change in fair value recognized in Net Gain (Loss) on Investment Securities within the noninterest income category in the Consolidated Statements of Income. Realized securities gains and losses, if any, are computed using the specific identification method. Interest and dividends on securities are recognized as income when earned. 68 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For available-for-sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities available-for-sale that do not meet the above criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating by a rating agency, and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit loss ("ACL") is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income (loss), net of tax. The Company elected the practical expedient of zero loss estimates for securities issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major agencies and have a long history of no credit losses. Changes in the ACL are recorded as provision for, or reversal of, credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available for sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Common stock of the Federal Home Loan Bank (“FHLB”) and of Atlantic Community Bankers’ Bank (“ACBB”) represent ownership in organizations that are wholly owned by other financial institutions. These restricted equity securities are accounted for based on industry guidance in ASC Sub-Topic 325-20, which requires the investment to be carried at cost and evaluated for impairment based on the ultimate recoverability of the par value. Included in accrued interest receivable and other assets are FHLB stock of $ 2.9 million and $ 3.0 million at December 31, 2025 and 2024, respectively, and ACBB stock of $ 85,000 at December 31, 2025 and 2024. The Company periodically evaluates its FHLB restricted stock for possible impairment based on, among other things, the capital adequacy of the FHLB and its overall financial condition. The Company believes its holdings in the stock are ultimately recoverable at par value at December 31, 2025, and, therefore, determined that FHLB stock was not impaired. In addition, the Company has ample liquidity and does not require redemption of its FHLB stock in the foreseeable future. Loans Receivables The Company grants commercial, residential, and other consumer loans to customers at its branch locations throughout southwestern Pennsylvania in Greene, Washington, Allegheny, Fayette and Westmoreland Counties and in the panhandle of West Virginia in Marshall and Ohio Counties. Although the Company had a diversified loan portfolio at December 31, 2025 and 2024, a substantial portion of its debtors’ ability to honor their contracts is determined by the economic environment of these counties within the tri-state region footprint. Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the principal amount outstanding, net of deferred loan fees and the allowance for credit losses. The Company’s loan portfolio is segmented to enable management to monitor risk and performance. The real estate loans are further segregated into three classes. Residential mortgages include those secured by residential properties and include home equity loans, while commercial mortgages consist of loans to commercial borrowers secured by commercial real estate. Construction loans typically consist of loans to build commercial buildings and acquire and develop residential real estate. The commercial and industrial segment consists of loans to finance the activities of commercial customers. The consumer segment consists primarily of indirect auto loans as well as personal installment loans and personal or overdraft lines of credit. Other loans primarily consist of municipal loans to local governments. 69 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Residential mortgage loans are typically longer-term loans and, therefore, generally present greater interest rate risk than the consumer and commercial loans. Under certain economic conditions, housing values may decline, which may increase the risk that the collateral values are not sufficient. Commercial real estate loans generally present a higher level of risk than loans secured by residences. 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 in evaluating and monitoring these types of loans. Furthermore, the repayment of commercial real estate loans is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced (for example, if leases are not obtained or renewed, a bankruptcy court modifies a lease term, or a major tenant is unable to fulfill its lease obligations), the borrower’s ability to repay the loan may be impaired. Construction loans are originated to individuals to finance the construction of residential dwellings and are also originated for the construction of commercial properties, including hotels, apartment buildings, housing developments, and owner-occupied properties used for businesses. Construction loans generally provide for the payment of interest only during the construction phase, which is usually 12 to 18 months. At the end of the construction phase, the loan generally converts to a permanent residential or commercial mortgage loan. Construction loan risks include overfunding in comparison to the plans, untimely completion of work, and leasing and stabilization after project completion. Commercial and industrial loans are generally secured by business assets, inventories, and accounts receivable, which present collateral risk. Consumer loans generally have higher interest rates and shorter terms than residential mortgage loans; however, they have additional credit risk due to the type of collateral securing the loan. Accrual of interest on loans is generally discontinued when it is determined that a reasonable doubt exists as to the collectability of principal and interest or when a loan becomes contractually past due by 90 days or more with respect to principal or interest. When a loan is placed on nonaccrual status, any accrued but uncollected interest is reversed from current income. Payments received on nonaccrual loans are applied against principal. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, and current and future payments are reasonably assured. The Company uses a nine-point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first five categories are not considered criticized and are aggregated as “pass” rated. The criticized rating categories used by management generally follow bank regulatory definitions. The special mention category includes assets that are currently protected but are below average quality, resulting in an undue credit risk, but not to the point of justifying a substandard classification. Loans in the substandard category have well-defined weaknesses that jeopardize the liquidation of the debt and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. Loans classified as doubtful have all the weaknesses inherent in loans classified as substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as loss are considered uncollectible and of such little value that continuance as an asset is not warranted. The performance and credit quality of the loan portfolio are also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The past due status of all classes of loans receivable is determined based on contractual due dates for loan payments. For performing loans acquired in a merger, the excess of expected cash flows over the estimated fair value, at acquisition, is referred to as the accretable discount and is recognized into interest income over the remaining life of the loan. For performing loans acquired in a merger that have experienced more‑than‑insignificant deterioration in credit quality since origination (“purchased credit‑deteriorated” or “PCD” loans), the Company records the loans at fair value at acquisition and establishes an allowance for credit losses through a gross‑up of the loan’s amortized cost basis. As a result, the initial allowance for credit losses is recorded without a corresponding provision for credit losses at the acquisition date. The amortized cost basis of PCD loans includes the purchase price plus the allowance for credit losses at acquisition. The difference between the amortized cost basis and the unpaid principal balance represents a discount or premium, which is accreted or amortized into interest income over the remaining contractual life of the loan using the effective interest method. Subsequent changes in expected credit losses are recognized through the provision for credit losses. Changes in expected cash flows that are not related to credit are recognized prospectively as adjustments to yield. The evaluation of expected future cash flows is performed using methodologies consistent with those applied in determining the allowance for credit losses. Charge‑offs of principal on acquired loans are applied against the allowance for credit losses. Loan origination and commitment fees as well as certain direct loan origination costs are deferred and the net amount either accreted or amortized as an adjustment to the related loan’s yield over the contractual lives of the related loans. 70 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Allowance for Credit Losses (ACL) The ACL represents the estimated amount considered necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date. The measurement of expected credit losses is applicable to loans receivable and securities measured at amortized cost. It also applies to off-balance sheet credit exposures such as loan commitments and unused lines of credit. The ACL is established through a provision for credit losses that is charged against income. The methodology for determining the ACL is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the forecasted economic environment that could result in changes to the amount of the recorded ACL. The ACL is reported separately as a contra-asset on the Consolidated Statement of Financial Condition. The expected credit loss for unfunded loan commitments is reported on the Consolidated Statement of Financial Condition in other liabilities while the provision for credit losses related to unfunded commitments is reported in provision for credit losses - unfunded commitments in the Consolidated Statements of Income. ACL on Loans Receivable The ACL on loans is deducted from the amortized cost basis of the loan to present the net amount expected to be collected. Expected losses are evaluated and calculated on a collective, or pooled, basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether loans within a pool continue to exhibit similar risk characteristics. If the risk characteristics of a loan change, such that they are no longer similar to other loans in the pool, the Company will evaluate the loan with a different pool of loans that share similar risk characteristics. If the loan does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. The Company evaluates the pooling methodology at least annually. Loans are charged off against the ACL when the Company believes the balances to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged off or expected to be charged off. The Company has chosen to segment its portfolio consistent with the manner in which it manages credit risk. Such segments include residential mortgage, commercial real estate mortgages, construction, commercial business, consumer and other. For most segments, the Company calculates estimated credit losses using a probability of default and loss given default methodology, the results of which are applied to the aggregated discounted cash flow of each individual loan within the segment. The point in time probability of default and loss given default are then conditioned by macroeconomic scenarios to incorporate reasonable and supportable forecasts that affect the collectability of the reported amount. The Company estimates the ACL on loans via a quantitative analysis which considers relevant available information from internal and external sources related to past events and current conditions, as well as the incorporation of reasonable and supportable forecasts. The Company evaluates a variety of factors including third party economic forecasts, industry trends and other available published economic information in arriving at its forecasts. After the reasonable and supportable forecast period, the Company reverts, on a straight-line basis, to average historical losses. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a restructuring will be executed with an individual borrower or the renewal option is included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company. Also included in the ACL on loans are qualitative reserves to cover losses that are expected but, in the Company’s assessment, may not be adequately represented in the quantitative analysis or the forecasts described above. Factors that the Company considers include changes in lending policies and procedures, business conditions, the nature and size of the portfolio, portfolio concentrations, the volume and severity of past due loans and nonaccrual loans, and the effect of external factors such as competition, legal and regulatory requirements, among others. Furthermore, the Company considers the inherent uncertainty in quantitative models that are built upon historical data. Individually Evaluated Loans On a case-by-case basis, the Company may conclude that a loan should be evaluated on an individual basis based on its disparate risk characteristics. When the Company determines that a loan no longer shares similar risk characteristics with other loans in the portfolio, the allowance will be determined on an individual basis using the present value of expected cash flows or, for collateral-dependent loans, the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. Impaired loans that are collateral dependent are written down to fair value through the establishment of specific reserves. 71 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ACL on Off-Balance Sheet Commitments The Company is required to include unfunded commitments that are expected to be funded in the future within the allowance calculation, other than those that are unconditionally cancellable. To arrive at that reserve, the reserve percentage for each applicable segment is applied to the unused portion of the expected commitment balance and is multiplied by the expected funding rate. To determine the expected funding rate, the Company uses a historical utilization rate for each segment. As noted above, the ACL on unfunded loan commitments is included in other liabilities on the Consolidated Statement of Financial Condition and the related credit expense is recorded in provision for credit losses - unfunded commitments in the Consolidated Statements of Income. ACL on Available-for-Sale Securities For available-for-sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities available-for-sale that do not meet the above criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating by a rating agency, and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income (loss), net of tax. The Company elected the practical expedient of zero loss estimates for securities issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major agencies and have a long history of no credit losses. Changes in the ACL are recorded as provision for, or reversal of, credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued Interest Receivable The Company made an accounting policy election to exclude accrued interest receivable from the amortized cost basis of loans and available-for-sale securities. Accrued interest receivable on loans is reported as a component of accrued interest receivable and other assets on the Consolidated Statement of Financial Condition, totaled $ 4.4 million at December 31, 2025 and is excluded from the estimate of credit losses. Accrued interest receivable on available-for-sale securities, also a component of accrued interest receivable and other assets on the Consolidated Statement of Financial Condition, totaled $ 2.0 million, at December 31, 2025 and is excluded from the estimate of credit losses. Premises and Equipment Premises and equipment are stated at cost, less accumulated depreciation. Depreciation is principally computed on the straight-line method over the estimated useful lives of the related assets, which range from three to seven years for furniture, fixtures and equipment, and 27.5 to 40 years for building premises. Leasehold improvements are amortized over the shorter of their estimated useful lives or their respective lease terms, which range from seven to fifteen years . Expenditures for maintenance and repairs are charged to expense when incurred while costs of major additions and improvements are capitalized. Bank-Owned Life Insurance The Company is the owner and beneficiary of bank-owned life insurance (“BOLI”) policies on certain employees. The earnings from the BOLI policies are recognized as a component of noninterest income. The BOLI policies are an asset that can be liquidated, if necessary, with associated tax costs. 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. Real Estate Owned Real estate owned acquired in settlement of foreclosed loans is carried as a component of Other Assets at the lower of cost or fair value, less estimated cost to sell. Prior to foreclosure, the estimated collectible value of the collateral is evaluated to determine if a partial charge-off of the loan balance is necessary. After transfer to real estate owned, any subsequent write-downs are charged against noninterest expense. Direct costs incurred in the foreclosure process and subsequent holding costs incurred on such properties are recorded as expenses of current operations. The Company had no real estate owned at December 31, 2025 and 2024. 72 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Income Taxes The Company accounts for income taxes in accordance with income tax accounting guidance in ASC Topic 740, Income Taxes . The 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 balance sheet method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between book and tax basis of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. 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% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether 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. 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 recognizes interest accrued related to unrecognized tax benefits in noninterest income and penalties in noninterest expense. Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Deemed to have an indefinite life and not subject to amortization, goodwill is instead tested for impairment at the reporting unit level at least annually or more frequently if triggering events occur or impairment indicators exist. The Company operates one segment – Community Banking Services. The Company has assigned 100 % of the goodwill to the Community Banking reporting unit. In assessing the impairment, the Company has the the option to perform either a qualitative analysis to determine whether it is necessary to perform the goodwill impairment test, or the Company may elect to perform a quantitative goodwill impairment test. Under the qualitative assessment, the Company assesses the existence of events or circumstances to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, including, goodwill. If this is more likely than not, the goodwill impairment test is used to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized, if any. The estimated fair value of the community banking reporting unit is compared to its carrying value, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired, and no impairment loss is recognized. However, if the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized based on the excess of the a reporting unit's carrying value over its fair value. The Company did no t record any goodwill impairment for the years ended December 31, 2025 and 2024. Future events could cause us to conclude that goodwill has become impaired, which would result in recording an impairment charge. Any resulting impairment charge could have a material adverse impact on the Company’s consolidated financial condition and results of operations. Refer to Note 6—Goodwill and Intangible Assets for additional details. Mortgage Servicing Rights (“MSRs”) The Company has agreements for the express purpose of selling loans in the secondary market. The Company maintains all servicing rights for these loans. MSRs are recognized when commitments are made to fund a loan to be sold and are recorded by allocating total costs incurred between the loan and servicing rights based on their relative fair values. MSRs are amortized in proportion to sold mortgages that are serviced and are included in Accrued Interest Receivable and Other Assets on the accompanying Consolidated Statements of Financial Condition. Servicing fee income is recorded for fees earned for servicing loans. The fees are based on contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned. The amortization of MSRs is netted against servicing fee income in Other Income within the noninterest income category in the Consolidated Statements of Income. MSRs are evaluated for impairment based on the estimated fair value of the MSRs. MSRs are stratified by certain risk characteristics, primarily loan term and note rate. If temporary impairment exists within a risk stratification tranche, a valuation allowance is established through a charge to income equal to the amount by which the carrying value exceeds the estimated fair value. If it is later determined that all or a portion of the temporary impairment no longer exists for a particular tranche, the valuation allowance is reduced. 73 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Derivatives and Hedging Activities The Company accounts for derivative instruments and hedging activities in accordance with FASB ASC Topic 815, Derivatives and Hedging. All derivatives are evaluated at inception as to whether or not they are hedging or non-hedging activities, and appropriate documentation is maintained to support the final determination. The Company recognizes all derivatives as either assets or liabilities on the Consolidated Statements of Financial Condition and measures those instruments at fair value. For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. Any hedge ineffectiveness would be recognized in the income statement line item pertaining to the hedged item. For derivatives designated as cash flow hedges, changes in fair value of the effective portion of the cash flow hedges are reported in other comprehensive income (loss) ("OCI"). When the cash flows associated with the hedged items are realized, the gain or loss included in OCI is recognized in the Consolidated Statement of Income. When the Company purchases a portion of a commercial loan that has an existing interest rate swap, it enters into a Risk Purchase Agreement ("RPA") with the counterparty and assumes the credit risk of the loan customer related to the swap. Any fee paid to the Company as a result of the RPA is offset by credit risk of the counterparties and is recognized in the income statement. Credit risk on the RPA is determined after considering the risk rating, probability of default and loss given default of the counterparties. See Note17 - Derivatives and Hedging Activities for more information. Treasury Stock The purchase of the Company’s common stock is recorded at cost. At the date of subsequent reissue, the treasury stock account is reduced by the cost of such stock on the average cost basis, with any excess proceeds being credited to capital surplus. Comprehensive Income (Loss) Comprehensive income (loss) consists of net income and OCI. OCI is comprised of unrealized holding gains or losses and reclassification adjustment for gains or losses on sale of available-for-sale debt securities, net of tax. Earnings Per Share The Company provides dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated utilizing the reported net income as the numerator and weighted average shares outstanding as the denominator. The computation of diluted earnings per share differs in that the denominator is adjusted for the dilutive effects of any options and convertible securities. Treasury shares are not deemed outstanding for earnings per share calculations. Stock-Based Compensation In 2024, the Company's stockholders approved the 2024 Equity Incentive Plan (the “2024 Plan”). The purpose of the 2024 Plan is to provide officers, employees and directors of the Company and the Bank with additional incentives to promote the growth and performance of the Company and to further align their interests with those of the Company’s stockholders through the ownership of additional common stock of the Company. In addition, the 2024 Plan provides the Company with flexibility to continue to attract and retain highly qualified officers and directors by offering a competitive compensation program that is linked to the performance of the Company's common stock. The effective date of the 2024 Plan was May 15, 2024, which was the date the 2024 Plan satisfied the applicable stockholder approval requirement. The 2024 Plan will remain in effect as long as any awards under it are outstanding; however, no awards may be granted under the 2024 Plan on or after the day immediately prior to the ten-year anniversary of the effective date of the 2024 Plan. Awards may be granted under the 2024 Plan as restricted stock awards or restricted stock units. The maximum number of shares of Company common stock that may be delivered to participants under the 2024 Plan is equal to 262,265 shares of Company common stock (the “Share Limit”). If any award granted under the 2024 Plan is forfeited or canceled without being settled, shares of Company common stock subject to such award will be made available for future grant under the 2024 Plan. If any shares are withheld in payment for purposes of satisfying tax withholding obligations with respect to an award, those shares do not become available for re-issuance under the 2024 Plan. In 2021, the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The effective date of the 2021 Plan was May 19, 2021, which was the date the 2021 Plan satisfied the applicable stockholder approval requirement. The 2021 Plan will remain in effect as long as any awards under it are outstanding, but as a result of the approval of the 2024 Plan, no more awards can be granted under the 2021 Plan. 74 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Awards could be granted under the 2021 Plan as incentive and non-statutory stock options, restricted stock awards, restricted stock units or any combination thereof. The maximum number of shares of Company common stock that could be delivered to participants under the 2021 Plan was equal to 500,000 shares of Company common stock (the “Share Limit”). Shares of Company common stock subject to the Share Limit could be issued pursuant to grants of stock options, restricted stock awards or restricted stock units, provided, however that the Share Limit was reduced, on a one -for-one basis, for each share of common stock subject to a stock option grant, and on a two and one-half-for-one basis for each share of common stock issued pursuant to restricted stock awards or restricted stock unit awards. If any award granted under the 2021 Plan expired, terminated, was canceled or was forfeited without being settled or exercised or was settled without the issuance of shares of common stock, shares of Company common stock subject to such award was made available for future grant under the 2021 Plan. If any shares were surrendered or tendered to pay the exercise price of a stock option, such shares were not again available for grant under the 2021 Plan. In addition, shares of common stock withheld in payment for purposes of satisfying tax withholding obligations with respect to an award did not become available for re-issuance under the 2021 Plan. Employees and directors of the Company or its subsidiaries were eligible to receive awards under the 2021 Equity Incentive Plan, except that non-employees could not be granted incentive stock options. In 2015, the Company’s stockholders approved the 2015 Equity Incentive Plan (the “2015 Plan”), which has similar characteristics to the 2021 Plan. The effective date of the 2015 Plan was May 20, 2015. The 2015 Plan shall remain in effect as long as any awards are outstanding, but as a result of the approval of the 2021 Plan, no more awards can be granted under the 2015 Plan. The 2015 Plan reserved an aggregate number of shares, of which two-thirds of the shares ( 271,431 ) could be issued as stock options and one-third of the shares ( 135,715 ) could be be issued as restricted stock awards or units. ASC Topic 718, Compensation – Stock Compensation, requires recognizing the compensation cost in the financial statements for stock-based payment transactions. Stock option expense is measured based on the grant date fair value of the stock options issued. The per share fair value of stock options granted is calculated using the Black-Scholes-Merton option pricing model, using assumptions for expected life, expected dividend yield, risk-free interest rate and an expected volatility. The Company uses the simplified method to determine the expected term because it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The stock option exercise price is equal to the market value on the date of grant. Restricted stock award expense is measured based on the market price of the Company’s common stock at the date of the grant. Unrecognized compensation expense is recognized ratably over the remaining service period, generally defined as the vesting period, for all nonvested restricted stock awards and stock options. Restricted stock awards and stock options are typically granted with a five year vesting period at a vesting rate of 20 % per year. The contractual life of stock options is typically 10 years from the date of grant. Advertising Costs Advertising costs are expensed as incurred. Impairment of Long-Lived Assets The Company routinely performs assessments of the recoverability of long-lived assets when events or changes in circumstances indicate that their carrying values may not be recoverable and are in excess of their fair value, less estimated costs to sell. If estimated recoverable amounts are lower than carrying values, assets are considered impaired and reduced to fair value with the recognized impairment charges recorded in noninterest expense in the Consolidated Statements of Income. Long-lived assets are tested for impairment individually or as part of an asset group. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Recent Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU requires that public entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The ASU requires all entities to disclose on an annual basis (1) the amount of income taxes paid, disaggregated by federal, state and foreign taxes and (2) the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid. The ASU also requires that all entities disclose (1) income (loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic or foreign and (2) income tax expense (or benefit) from continuing operations disaggregated by federal (national), state and foreign. This ASU became effective for public entities for annual periods beginning after December 15, 2024. The Company adopted this standard effective January 1, 2025 on a retrospective basis for all periods presented. Adoption impacted the presentation and disclosure of income tax information but did not have a material effect on the Company’s consolidated financial statements. 75 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE); this ASU was then superseded by ASU 2025-01, Clarifying the Effective Date , to clarify the effective date for interim reporting. Collectively, these ASU's require that public entities on an annual and interim basis disclose specific natural expenses contained within each relevant income statement expense caption. These specified natural expenses are: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion and amortization recognized as part of oil- and gas- producing activities (DD&A). This ASU is effective for public entities for annual periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company does not expect the adoption of the ASU to have a material effect on its consolidated financial statements. In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326):Purchased Loans. The update expands the population of acquired financial assets subject to the gross-up approach in Topic 326 to include acquired seasoned loans without credit deterioration (excluding credit cards). This ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods with early adoption permitted. The amendments in this update are to be applied prospectively to loans that are acquired on or after the initial application date. The Company adopted this update January 1, 2026 and will implement the guidance upon the occurrence of a future acquisition transaction. In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The update clarifies hedge accounting guidance and addresses issues arising from the global reference rate reform initiative. There are five issues addressed: 1) expanding risks permitted to be aggregated for cash flow hedges to include those having a similar risk exposure; 2) provide cash flow accounting guidance on choose-your-rate debt instruments; 3) expand hedge accounting for forecasted purchases and sales of nonfinancial assets; 4) update guidance on net written options as hedging instruments; 5) refine foreign-currency-denominated debt instrument as hedging instrument and hedged item (dual hedge). This ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this update are to be applied on a prospective basis. The Company does not expect the adoption of the ASU to have a material effect on its consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The update provides a comprehensive list of interim disclosures that are required by GAAP to provide clarity about the current requirements. The update also includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this update can be applied prospectively or retrospectively. The Company does not expect the adoption of the ASU to have a material impact on its consolidated financial statements. NOTE 2— EARNINGS PER SHARE There are no convertible securities, which would affect the numerator in calculating basic and diluted earnings per share; therefore, net income as presented on the Consolidated Statements of Income is used as the numerator. The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation. Year Ended December 31, 2025 2024 (Dollars in Thousands, Except Share and Per Share Data) Net Income $ 4,903 $ 12,594 Weighted-Average Basic Common Shares Outstanding 5,036,706 5,134,092 Dilutive Effect of Common Stock Equivalents (Stock Options and Restricted Stock) 270,210 168,430 Weighted-Average Diluted Common Shares and Common Stock Equivalents Outstanding 5,306,916 5,302,522 Earnings Per Share: Basic $ 0.97 $ 2.45 Diluted 0.92 2.38 76 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The dilutive effect on weighted average diluted common shares outstanding is the result of outstanding stock options and nonvested restricted stock. The following table presents as of the periods indicated (a) options to purchase shares of common stock that were outstanding but not included in the computation of earnings per share because the options' exercise price was greater than the average market price of the common shares for the period, and (b) shares of restricted stock awards that were not included in the computation of diluted earnings per share because the hypothetical repurchase of shares under the treasury stock method exceeded the weighted average nonvested restricted awards, therefore the effects would be anti-dilutive. Year Ended December 31, 2025 2024 Stock Options 19,450 273,347 Restricted Stock — — NOTE 3— SECURITIES The amortized cost and fair value of securities available-for-sale as of the dates indicated are as follows: 2025 December 31, Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Dollars in Thousands) Available-for-Sale Debt Securities: Obligations of States and Political Subdivisions $ 35,227 $ 997 $ — $ 36,224 Mortgage-Backed Securities - Government-Sponsored Enterprises 40,577 512 — 41,089 Collateralized Mortgage Obligations - Government-Sponsored Enterprises 72,266 576 ( 5,267 ) 67,575 Collateralized Mortgage Obligations - Non-Agency 10,671 1 ( 125 ) 10,547 Collateralized Loan Obligations 101,409 14 ( 205 ) 101,218 Corporate Debt 23,172 137 ( 976 ) 22,333 Total Available-for-Sale Debt Securities $ 283,322 $ 2,237 $ ( 6,573 ) $ 278,986 Equity Securities: Mutual Funds 909 Total Equity Securities 909 Total Securities $ 279,895 77 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024 December 31, Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (Dollars in Thousands) Available-for-Sale Debt Securities: U.S. Government Agencies $ 4,996 $ — $ ( 1,051 ) $ 3,945 Obligations of States and Political Subdivisions 3,496 — ( 149 ) 3,347 Mortgage-Backed Securities - Government-Sponsored Enterprises 53,628 — ( 3,265 ) 50,363 Collateralized Mortgage Obligations - Government-Sponsored Enterprises 111,076 — ( 16,119 ) 94,957 Collateralized Loan Obligations 98,741 96 ( 58 ) 98,779 Corporate Debt 9,479 — ( 1,356 ) 8,123 Total Available-for-Sale Debt Securities $ 281,416 $ 96 $ ( 21,998 ) $ 259,514 Equity Securities: Mutual Funds 879 Other 1,760 Total Equity Securities 2,639 Total Securities $ 262,153 The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at the dates indicated: 2025 Less than 12 months 12 Months or Greater Total December 31, Number of Securities Fair Value Gross Unrealized Losses Number of Securities Fair Value Gross Unrealized Losses Number of Securities Fair Value Gross Unrealized Losses (Dollars in Thousands) Mortgage-Backed Securities - Government-Sponsored Enterprises — $ — $ — 1 $ 47 $ — 1 $ 47 $ — Collateralized Mortgage Obligations - Government-Sponsored Enterprises 3 13,357 ( 114 ) 7 18,782 ( 5,153 ) 10 32,139 ( 5,267 ) Collateralized Mortgage Obligations - Non-Agency 3 9,206 ( 125 ) — — — 3 9,206 ( 125 ) Collateralized Loan Obligations 10 68,567 ( 194 ) 2 11,174 ( 11 ) 12 79,741 ( 205 ) Corporate Debt 2 3,495 ( 5 ) 3 8,503 ( 971 ) 5 11,998 ( 976 ) Total 18 $ 94,625 $ ( 438 ) 13 $ 38,506 $ ( 6,135 ) 31 $ 133,131 $ ( 6,573 ) 78 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024 Less than 12 months 12 Months or Greater Total December 31, Number of Securities Fair Value Gross Unrealized Losses Number of Securities Fair Value Gross Unrealized Losses Number of Securities Fair Value Gross Unrealized Losses (Dollars in Thousands) U.S. Government Agencies — $ — $ — 1 $ 3,945 $ ( 1,051 ) 1 $ 3,945 $ ( 1,051 ) Obligations of States and Political Subdivisions 2 1,068 ( 16 ) 5 2,279 ( 133 ) 7 3,347 ( 149 ) Mortgage-Backed Securities - Government-Sponsored Enterprises 5 35,232 ( 222 ) 8 15,131 ( 3,043 ) 13 50,363 ( 3,265 ) Collateralized Mortgage Obligations - Government-Sponsored Enterprises 4 31,208 ( 662 ) 20 63,749 ( 15,457 ) 24 94,957 ( 16,119 ) Collateralized Loan Obligations 5 27,564 ( 58 ) — — — 5 27,564 ( 58 ) Corporate Debt — — — 3 8,123 ( 1,356 ) 3 8,123 ( 1,356 ) Total 16 $ 95,072 $ ( 958 ) 37 $ 93,227 $ ( 21,040 ) 53 $ 188,299 $ ( 21,998 ) For debt securities, the Company does not believe that any individual unrealized loss as of December 31, 2025 or 2024 represents a credit related impairment. The unrealized losses on securities at December 31, 2025 and 2024 relate principally to changes in market interest rates subsequent to the acquisition of the specific securities. The Company does not intend to sell and it is not more likely than not that it will be required to sell, any of the securities in an unrealized loss position before recovery of its amortized cost or maturity of the security. Securities available-for-sale with a fair value of $ 172.6 million and $ 176.2 million at December 31, 2025 and 2024, respectively, are pledged to secure uninsured public deposits, borrowings or for other purposes as required or permitted by law. The scheduled maturities of securities available-for-sale are summarized as follows. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay debt obligations with or without prepayment penalties. Mortgage-backed securities, collateralized mortgage obligations and collateralized loan obligations are classified in the table below based on their contractual maturity date; however, regular principal payments and prepayments of principal are received on a monthly basis. 2025 December 31, Amortized Cost Fair Value (Dollars in Thousands) Due after One Year through Five Years $ 48 $ 47 Due after Five Years through Ten Years 37,806 36,972 Due after Ten Years 245,468 241,967 Total $ 283,322 $ 278,986 79 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the gross realized gain and loss on sales of debt securities, as well as gain and loss on equity securities from both sales and market adjustments for the periods indicated. All gains and losses presented in the table below are reported in Net (Loss) Gain on Investment Securities on the Consolidated Statements of Income. Year Ended December 31, 2025 2024 (Dollars in Thousands) Debt Securities Gross Realized Gain $ 423 $ — Gross Realized Loss ( 12,180 ) — Net Loss on Debt Securities $ ( 11,757 ) $ — Equity Securities Net Unrealized (Loss) Gain Recognized on Securities Held $ ( 37 ) $ 51 Net Realized Loss Recognized on Securities Sold ( 13 ) — Net (Loss) Gain on Equity Securities $ ( 50 ) $ 51 Net (Loss) Gain on Investment Securities $ ( 11,807 ) $ 51 In 2025, there were $ 11.8 million net realized losses on the sale of debt securities as a result of the Company implementing a balance sheet repositioning strategy of its portfolio of available-for-sale securities. The Company sold $ 117.8 million in market value of its lower-yielding investment securities with an average yield of 2.87 % and purchased $ 117.8 million of higher-yielding securities with an average expected yield of 5.43 %. In 2024, there were no gross realized losses on the sale of debt securities. NOTE 4— LOANS AND RELATED ALLOWANCE FOR CREDIT LOSSES The Company’s loan portfolio is segmented to enable management to monitor risk and performance. Real estate loans are further segregated into three classes. Residential mortgages include those secured by residential properties and include home equity loans, while commercial mortgages consist of loans to commercial borrowers secured by commercial real estate. Construction loans typically consist of loans to build commercial buildings and acquire and develop residential real estate. The commercial and industrial segment consists of loans to finance the activities of commercial customers. The consumer segment consists primarily of indirect auto loans as well as personal installment loans and personal or overdraft lines of credit. Residential mortgage loans are typically longer-term loans and, therefore, generally present greater interest rate risk than the consumer and commercial loans. Under certain economic conditions, housing values may decline, which may increase the risk that the collateral values are not sufficient. Commercial real estate loans generally present a higher level of credit risk than loans secured by residences. 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 in evaluating and monitoring these types of loans. Furthermore, the repayment of commercial real estate loans is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced (for example, if leases are not obtained or renewed, a bankruptcy court modifies a lease term, or a major tenant is unable to fulfill its lease obligations), the borrower’s ability to repay the loan may be impaired. Construction loans are originated to individuals to finance the construction of residential dwellings and are also originated for the construction of commercial properties, including hotels, apartment buildings, housing developments, and owner-occupied properties used for businesses. Construction loans generally provide for the payment of interest only during the construction phase, which is usually 12 to 18 months. At the end of the construction phase, the loan generally converts to a permanent residential or commercial mortgage loan. Construction loan risks include overfunding in comparison to the plans, untimely completion of work, and leasing and stabilization after project completion. Commercial and industrial loans are generally secured by inventories, accounts receivable, and other business assets, which present collateral risk. Consumer loans generally have higher interest rates and shorter terms than residential mortgage loans; however, they have additional credit risk due to the type of collateral securing the loan. 80 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the major classifications of loans as of the dates indicated: December 31, 2025 2024 (Dollars in Thousands) Real Estate: Residential $ 329,237 $ 337,990 Commercial 552,180 485,513 Construction 45,419 54,705 Commercial and Industrial 161,081 112,047 Consumer 42,876 70,508 Other 31,467 31,863 Total Loans $ 1,162,260 $ 1,092,626 Allowance for Credit Losses ( 10,116 ) ( 9,805 ) Loans, Net $ 1,152,144 $ 1,082,821 Total unamortized net deferred loan fees were $ 830,000 and $ 846,000 at December 31, 2025 and 2024, respectively, are included in the table above. The Company uses a nine-point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first five categories are not considered criticized and are aggregated as “pass” rated. The criticized rating categories used by management generally follow bank regulatory definitions. The special mention category includes assets that are currently protected but are below average quality, resulting in an undue credit risk, but not to the point of justifying a substandard classification. Loans in the substandard category have well-defined weaknesses that jeopardize the liquidation of the debt and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. Loans classified as doubtful have all the weaknesses inherent in loans classified as substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as Loss are considered uncollectible and of such little value that continuance as an asset is not warranted. The following tables present the Company's loans by year of origination, loan segmentation and risk indicator summarized by the aggregate Pass and the criticized categories of Special Mention and Substandard. The Company did not have an loans classified as Doubtful or Loss as of the dates indicated. 81 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Classified Loans by Origination Year (at December 31, 2025) (Dollars in Thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Basis Total Real Estate: Residential Pass $ 18,321 $ 15,378 $ 29,290 $ 43,086 $ 38,637 $ 156,386 $ 23,082 $ 324,180 Special Mention 785 — — 1,541 — — — 2,326 Substandard — — 2,139 — — 592 — 2,731 Total 19,106 15,378 31,429 44,627 38,637 156,978 23,082 329,237 Commercial Pass 98,535 69,669 55,379 69,488 74,487 164,948 2,126 534,632 Special Mention 824 5,513 519 — 7,466 1,169 — 15,491 Substandard — 1,962 — — — 95 — 2,057 Total 99,359 77,144 55,898 69,488 81,953 166,212 2,126 552,180 Construction Pass 11,170 12,220 6,807 7,446 — 7,022 — 44,665 Special Mention — — — — — — — — Substandard — — 754 — — — — 754 Total 11,170 12,220 7,561 7,446 — 7,022 — 45,419 Commercial and Industrial Pass 40,139 22,131 20,315 6,442 2,670 10,182 56,820 158,699 Special Mention 1,780 139 — — — 163 300 2,382 Substandard — — — — — — — — Total 41,919 22,270 20,315 6,442 2,670 10,345 57,120 161,081 Consumer Pass 688 411 5,635 17,322 7,047 3,229 8,437 42,769 Special Mention — — — — — — — — Substandard — — — — 25 82 — 107 Total 688 411 5,635 17,322 7,072 3,311 8,437 42,876 Other Pass 103 120 3,837 21,837 — 4,452 1,118 31,467 Special Mention — — — — — — — — Substandard — — — — — — — — Total 103 120 3,837 21,837 — 4,452 1,118 31,467 Total Loans $ 172,345 $ 127,543 $ 124,675 $ 167,162 $ 130,332 $ 348,320 $ 91,883 $ 1,162,260 Real Estate: Residential $ 25 $ — $ — $ — $ — $ — $ — $ 25 Commercial — — — 19 — — — 19 Construction — — — — — — — — Total Real Estate 25 — — 19 — — — 44 Commercial & Industrial 218 — — — — 5 — 223 Consumer — 4 19 95 23 97 64 302 Other — — — — — — — — Total Gross Charge Offs $ 243 $ 4 $ 19 $ 114 $ 23 $ 102 $ 64 $ 569 82 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Classified Loans by Origination Year (at December 31, 2024) (Dollars in Thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total Real Estate: Residential Pass $ 16,932 $ 34,311 $ 46,602 $ 41,652 $ 54,422 $ 122,083 $ 18,015 $ 334,017 Special Mention — — 2,586 — — — — 2,586 Substandard — — 50 — — 1,337 — 1,387 Total 16,932 34,311 49,238 41,652 54,422 123,420 18,015 337,990 Commercial Pass 64,438 52,178 67,336 82,578 45,959 147,557 2,839 462,885 Special Mention 5,919 1,683 2,214 4,496 280 2,782 — 17,374 Substandard — — 175 — — 5,079 — 5,254 Total 70,357 53,861 69,725 87,074 46,239 155,418 2,839 485,513 Construction Pass 11,987 21,145 14,342 269 — — — 47,743 Special Mention — — — — 6,962 — — 6,962 Substandard — — — — — — — — Total 11,987 21,145 14,342 269 6,962 — — 54,705 Commercial and Industrial Pass 33,295 25,063 12,280 5,546 4,374 4,530 20,338 105,426 Special Mention — 200 — — — 3,221 3,200 6,621 Substandard — — — — — — — — Total 33,295 25,263 12,280 5,546 4,374 7,751 23,538 112,047 Consumer Pass 779 8,980 31,806 14,973 4,809 3,519 5,429 70,295 Special Mention — — — — — — — — Substandard — — — 42 21 150 — 213 Total 779 8,980 31,806 15,015 4,830 3,669 5,429 70,508 Other Pass 178 4,039 21,877 27 571 4,553 618 31,863 Special Mention — — — — — — — — Substandard — — — — — — — — Total 178 4,039 21,877 27 571 4,553 618 31,863 Total Loans $ 133,528 $ 147,599 $ 199,268 $ 149,583 $ 117,398 $ 294,811 $ 50,439 $ 1,092,626 Gross Charge Offs $ — $ 46 $ 329 $ 57 $ 54 $ 52 $ 114 $ 652 83 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of the dates indicated: 2025 December 31, Loans Current 30-59 Days Past Due 60-89 Days Past Due 90 Days Or More Past Due Total Past Due Non- Accrual Total Loans (Dollars in Thousands) Real Estate: Residential $ 322,628 $ 3,434 $ 444 $ — $ 3,878 $ 2,731 $ 329,237 Commercial 549,990 — 133 — 133 2,057 552,180 Construction 45,004 — — — — 415 45,419 Commercial and Industrial 161,081 — — — — — 161,081 Consumer 42,142 539 88 — 627 107 42,876 Other 31,467 — — — — — 31,467 Total Loans $ 1,152,312 $ 3,973 $ 665 $ — $ 4,638 $ 5,310 $ 1,162,260 2024 December 31, Loans Current 30-59 Days Past Due 60-89 Days Past Due 90 Days Or More Past Due Total Past Due Non- Accrual Total Loans (Dollars in Thousands) Real Estate: Residential $ 331,705 $ 2,926 $ 1,971 $ — $ 4,897 $ 1,388 $ 337,990 Commercial 484,959 366 — — 366 188 485,513 Construction 54,705 — — — — — 54,705 Commercial and Industrial 112,047 — — — — — 112,047 Consumer 69,454 809 32 — 841 213 70,508 Other 31,863 — — — — — 31,863 Total Loans $ 1,084,733 $ 4,101 $ 2,003 $ — $ 6,104 $ 1,789 $ 1,092,626 Additional interest income that would have been recorded if the loans that were nonaccrual at December 31, 2025 and 2024 were current was $ 160,000 and $ 21,000 for the years ended December 31, 2025 and 2024, respectively. 84 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table sets forth the amounts for amortization cost basis of loans on nonaccrual status, loans past due 90 days still accruing, and categories of nonperforming assets at the dates indicated. December 31, 2025 Nonaccrual With No ACL Nonaccrual With ACL Loans Past Due 90 Days Still Accruing Total Nonperforming Assets (Dollars in Thousands) Nonaccrual Loans: Real Estate: Residential $ 2,210 $ 521 $ — $ 2,731 Commercial 2,057 — — 2,057 Construction 131 284 — 415 Consumer 107 — — 107 Total Nonaccrual Loans $ 4,505 $ 805 $ — 5,310 Total Other Real Estate Owned — Total Nonperforming Assets $ 5,310 December 31, 2024 Nonaccrual With No ACL Nonaccrual With ACL Loans Past Due 90 Days Still Accruing Total Nonperforming Assets (Dollars in Thousands) Nonaccrual Loans: Real Estate: Residential $ 1,388 $ — $ — $ 1,388 Commercial 188 — — 188 Consumer 213 — — 213 Total Nonaccrual Loans $ 1,789 $ — $ — 1,789 Total Other Real Estate Owned — Total Nonperforming Assets $ 1,789 Interest income of $ 67 ,000 and $ 339,000 was recognized on nonaccrual loans during the years ended December 31, 2025 and 2024, respectively. All modifications and refinancing, including those with borrowers that are experiencing financial difficulty are subject to the modification guidance in ASC 310-20. Loan modifications could meet the definition of a new loan if certain terms of the loan are modified to the benefit of the lender and the modification to the terms of the loan are more than minor. Both of these criteria have to be met to define the modification as a new loan. If a loan modification meets the criteria of new loan, then the new loan should include the remaining net investment in the original loan, additional funds advanced, fees received, and direct loan origination costs with the refinancing or restructuring. Additionally, the effective interest rate should be recalculated based on the amortized cost basis of the new loan and reassess contractual cash flow. 85 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Modifications to Borrowers Experiencing Financial Difficulty The following table present the amortized cost of loans to borrowers experiencing financial difficulty by portfolio segment and type of modification at the dates presented: December 31, 2025 Term Extension Payment Delay Interest Rate Reduction Term Extension and Interest Rate Reduction Total % of Portfolio Segment dollars in thousands Real Estate: Residential $ — $ — $ — $ 358 $ 358 0.11 % Construction — 340 — — 340 0.75 % Total (1) $ — $ 340 $ — $ 358 $ 698 0.06 % December 31, 2024 Term Extension Payment Delay Interest Rate Reduction Total % of Portfolio Segment dollars in thousands Real Estate: Commercial $ 4,746 $ — $ — $ 4,746 0.98 % Total (1) $ 4,746 $ — $ — $ 4,746 0.43 % (1) Excludes loans that were fully paid off or fully charged-off by period end. The following table describes the effect of loan modifications made to borrowers experiencing financial difficulty at the dates presented: December 31, 2025 Weighted Average Term Extension (in months) Weighted Average Payment Delay (in months) Weighted Average Interest Rate Reduction Real Estate: Residential 86 — 1.50 % Construction — 6 — % December 31, 2024 Weighted Average Term Extension (in months) Weighted Average Payment Delay (in months) Weighted Average Interest Rate Reduction Real Estate: Commercial 6 — — % No modifications involved forgiveness of principal. There were $ 124 ,000 in commitments to lend additional funds to real estate construction borrowers experiencing difficulty whose terms have been restructured as of December 31, 2025 and none as of December 31, 2024. The recorded investment of residential real estate loans for which formal foreclosure proceedings were in process according to applicable requirements of the local jurisdiction was $ 892,000 and $ 1.2 million at December 31, 2025 and 2024, respectively. 86 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The activity in the ACL - Loans is summarized below by primary segments for the periods indicated: Real Estate Residential Real Estate Commercial Real Estate Construction Commercial and Industrial Consumer Other Total (Dollars in Thousands) December 31, 2024 $ 2,926 $ 3,103 $ 1,264 $ 1,584 $ 687 $ 241 $ 9,805 Charge-offs ( 25 ) ( 19 ) — ( 223 ) ( 302 ) — ( 569 ) Recoveries 10 — — 136 200 — 346 Provision (Recovery) for Credit Losses - Loans ( 385 ) 69 ( 59 ) 1,065 ( 135 ) ( 21 ) 534 December 31, 2025 $ 2,526 $ 3,153 $ 1,205 $ 2,562 $ 450 $ 220 $ 10,116 Real Estate Residential Real Estate Commercial Real Estate Construction Commercial and Industrial Consumer Other Total (Dollars in Thousands) December 31, 2023 $ 3,129 $ 2,630 $ 639 $ 1,693 $ 1,367 $ 249 $ 9,707 Charge-offs ( 28 ) ( 127 ) — ( 12 ) ( 485 ) — ( 652 ) Recoveries 14 — — 175 182 — 371 Provision (Recovery) for Credit Losses - Loans ( 189 ) 600 625 ( 272 ) ( 377 ) ( 8 ) 379 December 31, 2024 $ 2,926 $ 3,103 $ 1,264 $ 1,584 $ 687 $ 241 $ 9,805 The Company’s allowance for credit losses on unfunded commitments is recognized as a liability (accrued interest payable and other liabilities on the Consolidated Statement of Financial Condition), with adjustments to the reserve recognized in provision for credit losses - unfunded commitments on the Consolidated Statement of Income. The Company’s activity in the allowance for credit losses on unfunded commitments for the years indicated was as follows: (Dollars in Thousands) Allowance for Credit Losses Balance at December 31, 2024 $ 691 Provision for Credit Losses - Unfunded Commitments 55 Balance at December 31, 2025 $ 746 (in thousands) Allowance for Credit Losses Balance at December 31, 2023 $ 500 Provision for Credit Losses - Unfunded Commitments 191 Balance at December 31, 2024 $ 691 Loans that do not share risk characteristics are evaluated on an individual basis. For loans that are individually evaluated and collateral dependent, financial loans where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the ACL - Loans is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. During the year ended December 31, 2025 and 2024 there were $ 970,000 and $ 5.6 million of loans individually evaluated requiring specific allowance for credit losses of $ 165,000 and $ 398,000 , respectively. 87 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the amortized cost basis of individually evaluated loans for impairment by class of loans as of December 31, 2025. December 31, 2025 Real Estate Collateral Amortized Cost Basis (Dollars in thousands) Real Estate: Residential $ 2,326 Commercial 2,306 Construction 754 Commercial and Industrial — Consumer — Other — Total Loans $ 5,386 The following table presents changes in the accretable discount on the loans acquired at fair value for the dates indicated. Accretable Discount (Dollars in Thousands) Balance at December 31, 2023 $ 243 Accretable Yield ( 243 ) Balance at December 31, 2024 — Accretable Yield — Balance at December 31, 2025 $ — Certain directors and executive officers of the Company, including family members or companies in which they are principal owners, are loan customers of the Company. In management's opinion, such loans and other extensions of credit were made in the normal course of business and were made on the substantially the same terms (including interest rate and collateral) as those prevailing at the time for comparable transactions with other persons. Further, in management's opinion, these loans did not involve more than normal risk of collectability or present other unfavorable features. These loans and other extension of credit are summarized as follows: 2025 2024 (Dollars in Thousands) Balance, January 1 $ 18,297 $ 15,604 Additions 2,479 4,949 Payments ( 2,618 ) ( 2,256 ) Balance, December 31 $ 18,158 $ 18,297 88 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5— PREMISES AND EQUIPMENT Major classifications of premises and equipment are summarized as follows: 2025 2024 (Dollars in Thousands) Land and Land Improvements $ 2,515 $ 2,525 Building 20,455 21,222 Leasehold Improvements 1,131 1,415 Furniture, Fixtures, and Equipment 7,263 12,933 Fixed Assets in Process 213 237 Total Premises and Equipment 31,577 38,332 Less: Accumulated Depreciation and Amortization ( 11,931 ) ( 17,624 ) Premises and Equipment, Net $ 19,646 $ 20,708 Depreciation and amortization expense on premises and equipment was $ 1.7 million and $ 1.6 million for the years ended December 31, 2025 and 2024, respectively. NOTE 6— GOODWILL AND INTANGIBLE ASSETS Goodwill The Company's Consolidated Balance Sheets include goodwill of $ 9.7 million as of December 31, 2025 and 2024, respectively, all of which relates to the Community Banking segment. Intangible Assets The following table presents a summary of intangible assets subject to amortization at the dates indicated. 2025 2024 December 31, Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value (Dollars in Thousands) Core Deposit Intangible $ 11,860 $ ( 11,860 ) $ — $ 11,860 $ ( 11,860 ) $ — Total Intangible Assets $ 11,860 $ ( 11,860 ) $ — $ 11,860 $ ( 11,860 ) $ — Amortization of intangible assets totaled $ 1.0 million for the year ended December 31, 2024. All intangible assets were fully amortized as of December 31, 2024 and no further amortization expense is expected assuming there are no activities, such as acquisitions, which would result in additional amortizable intangible assets. NOTE 7— DEPOSITS The following table shows the maturities of time deposits for the next five years and beyond. December 31, 2025 (Dollars in Thousands) One Year or Less $ 279,228 Over One Through Two Years 23,418 Over Two Through Three Years 3,668 Over Three Through Four Years 2,042 Over Four Through Five Years 3,604 Over Five Years 493 Total $ 312,453 89 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The balance in time deposits that meet or exceed the FDIC insurance limit of $250,000 totaled $ 62.8 million and $ 64.7 million as of December 31, 2025 and 2024, respectively. The aggregate amount of demand deposits that are overdrawn and have been reclassified as loans was $ 377,000 and $ 189,000 as of December 31, 2025 and 2024, respectively. Certain directors and executive officers of the Company, including family members or companies in which they are principal owners, are deposit customers of the Company. The total deposits of directors and executive officers was $ 3.3 million and $ 4.7 million as of December 31, 2025 and 2024, respectively. NOTE 8— SHORT-TERM BORROWINGS Borrowings with original maturities of one year or less are classified as short-term and may consist of borrowings with the FHLB, securities sold under agreements to repurchase or borrowings on revolving lines of credit with the Federal Reserve Bank or other correspondent banks. Securities sold under repurchase agreements are comprised of customer repurchase agreements, which are overnight sweep accounts with next-day maturities utilized by commercial customers to earn interest on their funds. U.S. government agencies, mortgage-backed securities, and collateralized mortgage obligations are pledged as collateral under these agreements in an amount at least equal to the outstanding balance and the collateral pledging requirements are monitored on a daily basis. The following table sets forth the components of short-term borrowings for the years indicated. 2025 2024 December 31, Amount Weighted Average Rate Amount Weighted Average Rate (Dollars in Thousands) Federal Funds Purchased: Average Balance Outstanding During the Period $ 15 5.35 % $ — — % Maximum Amount Outstanding at any Month End — — FHLB Borrowings: Average Balance Outstanding During the Period 4,184 4.73 % — — % Maximum Amount Outstanding at any Month End 36,000 — The Bank did no t have any short-term borrowings at December 31, 2025 and 2024. NOTE 9— OTHER BORROWED FUNDS FHLB, Federal Reserve Bank, and Fed Fund Borrowing Arrangements The Bank maintained a credit arrangement with the FHLB with a maximum borrowing limit of approximately $ 528.0 million and $ 489.5 million as of December 31, 2025 and 2024, respectively, and available borrowing capacity of $ 506.1 million at December 31, 2025. This arrangement is subject to annual renewal and is secured by a blanket security agreement on $ 747.7 million of residential and commercial mortgage loans and the Bank’s investment in FHLB stock. Under this arrangement the Bank had available a variable rate line of credit in the amount of $ 150.0 million as of December 31, 2025 and 2024, of which, there was no outstanding balance as of December 31, 2025 and 2024. Fixed rate, long-term advances from the FHLB with remaining maturities are as follows at the dates indicated: 2025 2024 December 31, Amount Weighted Average Rate Amount Weighted Average Rate (Dollars in Thousands) Due in One Year $ — — % $ 20,000 4.92 % Due After One Year to Two Years 20,000 4.08 % — — % Total $ 20,000 4.08 % $ 20,000 4.92 % 90 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As an alternative to pledging securities, the FHLB periodically provides standby letters of credit on behalf of the Bank to secure certain public deposits in excess of the level insured by the FDIC. If the FHLB is required to make payment for a beneficiary’s draw, the payment amount is converted into a collateralized advance to the Bank. There were no standby letters of credit issued on our behalf by the FHLB to secure public deposits as of December 31, 2025 and 2024. The Bank maintains a Borrower-In-Custody of Collateral line of credit agreement with the Federal Reserve Bank (“FRB”) for $ 71.2 million that requires monthly certification of collateral, is subject to annual renewal and is secured by $ 86.6 million of commercial and consumer indirect auto loans. The Bank also maintains multiple line of credit arrangements with various unaffiliated banks totaling $ 50.0 million as of December 31, 2025 and 2024, respectively, of which no draws are outstanding other than the subordinated debt disclosed below. Subordinated Debt In December 2021, the Company entered into a term loan in the principal amount of $ 15.0 million, evidenced by a term note which matures on December 15, 2031 ("2031 Note"). The 2031 Note is an unsecured subordinated obligation of the Company and may be repaid in whole or in part, without penalty, on any interest payment date on or after December 15, 2026 and at any time upon the occurrence of certain events. The 2031 Note initially bears a fixed interest rate of 3.875 % per year to, but excluding, December 15, 2026 and thereafter at a floating rate equal to the then-current three-month term SOFR plus 280 basis points. The 2031 Note qualifies as Tier 2 capital under regulatory guidelines. The 2031 Note is recorded on the Consolidated Statements of Financial Condition in Other Borrowed Funds, net of remaining debt issuance costs. At December 31, 2025 and 2024, the principal balance and unamortized debt issuance costs for the 2031 Note were $ 15.0 million, and $ 242,000 and $ 282 ,000, respectively. NOTE 10— INCOME TAXES Components of the income tax provision for the periods indicated are as follows: Year Ended December 31, 2025 2024 (Dollars in Thousands) Current Tax Provision: Federal $ 445 $ 2,505 State 17 53 Total Current Tax Provision $ 462 $ 2,558 Deferred Tax Provision (Benefit): Federal $ ( 63 ) $ 185 State ( 2 ) 6 Total Deferred Tax Provision (Benefit) $ ( 65 ) $ 191 Total Provision $ 397 $ 2,749 The Company does not have pretax income from continuing foreign operations or foreign tax expense. 91 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The tax effects of deductible and taxable temporary differences that gave rise to significant portions of the net deferred tax assets and liabilities are as follows: December 31, 2025 2024 (Dollars in Thousands) Deferred Tax Assets: Allowance for Credit Losses $ 2,326 $ 2,233 Nonaccrual Loan Interest 32 53 Purchase Accounting Adjustments 241 289 Postretirement Benefits 13 16 Net Unrealized Loss on Debt Securities 924 4,666 Net Unrealized Loss on Equity Securities 19 11 Stock-Based Compensation Expense 113 109 Accrued Payroll 59 107 Lease Liability 558 607 Restructuring Costs 88 88 Other 45 93 Gross Deferred Tax Assets 4,418 8,272 Deferred Tax Liabilities: Amortization of Intangibles 73 73 Deferred Origination Fees and Costs 318 306 Discount Accretion 5 69 Depreciation 1,959 2,030 Mortgage Servicing Rights 89 99 ROU Asset 542 587 Other 1 — Gross Deferred Tax Liabilities 2,987 3,164 Net Deferred Tax Assets $ 1,431 $ 5,108 Deferred taxes at December 31, 2025 and 2024, are included in Accrued Interest Receivable and Other Assets in the accompanying Consolidated Statements of Financial Condition. Income tax payments were $ 300,000 and $ 4.1 million for federal and $ 1,000 and $ 2.3 million for state income taxes for the years ended December 31, 2025 and 2024, respectively. 92 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the federal income tax expense at statutory income tax rates and the actual income tax expense on income before taxes for the periods indicated is as follows: 2025 2024 Year Ended December 31, Amount Percent of Pre-tax Income Amount Percent of Pre-tax Income (Dollars in Thousands) Provision at Statutory Rate $ 1,113 21.0 % $ 3,222 21.0 % State Taxes (Net of Federal Benefit) (1) 12 0.2 47 0.3 Tax Credits - Low Income Housing ( 150 ) ( 2.8 ) ( 27 ) ( 0.2 ) Nontaxable or Nondeductible Items: Tax-Exempt Interest Revenue ( 485 ) ( 9.1 ) ( 282 ) ( 1.8 ) Bank-Owned Life Insurance ( 127 ) ( 2.4 ) ( 317 ) ( 2.1 ) Losses from Tax Credit Partnerships ( 59 ) ( 1.1 ) ( 44 ) ( 0.3 ) Nondeductible Interest Expense 86 1.6 30 0.2 Stock Options - ISO Disqualifying Dispositions ( 112 ) ( 2.1 ) ( 18 ) ( 0.1 ) Excess Tax Benefits from Equity Awards ( 79 ) ( 1.5 ) ( 31 ) ( 0.2 ) Other 63 1.1 114 0.7 Other Items: Proportional Amortization of Tax Credit Investments 135 2.6 55 0.4 Actual Tax Expense and Effective Rate $ 397 7.5 % $ 2,749 17.9 % (1) State taxes in West Virginia and Pennsylvania comprised the majority (greater than 50%) of the tax effect in this category in 2025 and 2024, respectively The Company’s federal, Pennsylvania and West Virginia income tax returns are no longer subject to examination by applicable tax authorities for years before 2022. As of December 31, 2025 and 2024, there were no unrecognized tax benefits. The Company recognizes interest accrued related to unrecognized tax benefits in noninterest income and penalties in noninterest expense. There were no interest or penalties accrued at December 31, 2025 and 2024. NOTE 11— EMPLOYEE BENEFITS Savings and Profit Sharing Plan The Company maintains a Cash or Deferred Profit-sharing Section 401(k) Plan with contributions matching those by eligible employees for the first 4 % of an employee’s contribution at the rate of $ 0.25 on the dollar. All employees who are over the age of 18 are eligible to participate in the plan on the first day of the calendar month after the start of employment. The Company made contributions of $ 239,000 and $ 168,000 for the years ended December 31, 2025 and 2024, respectively, to this plan. The 401(k) Plan includes a “safe harbor” provision and a discretionary retirement contribution. The Company made contributions of $ 560,000 and $ 461,000 for the “safe harbor” provision and discretionary retirement contribution for the years ended December 31, 2025 and 2024, respectively. 93 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Equity Incentive Plan Details of the restricted stock award and stock option grants under the 2024 and 2021 Equity Incentive Plans are summarized for the years ended December 31, 2025 and 2024 as follows. 2025 2024 Number of Restricted Shares Granted 25,235 25,410 Weighted Average Grant Date Common Stock Price $ 30.62 $ 22.12 Restricted Shares Market Value Before Tax $ 773,000 $ 562,000 Number of Stock Options Granted — 93,950 Stock Options Market Value Before Tax $ — $ 452,000 Summary of Significant Assumptions for Newly Issued Stock Options Expected Life in Years 0.0 6.5 Expected Dividend Yield — % 4.52 % Risk-free Interest Rate — % 3.98 % Expected Volatility — % 30.43 % Weighted Average Grant Date Fair Value $ — $ 4.81 The Company recognizes expense over a five-year vesting period for the restricted stock awards and stock options. Stock-based compensation expense related to restricted stock awards and stock options was $ 796,000 and $ 812,000 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, total unrecognized compensation expense was $ 397 ,000 and $ 701 ,000, respectively, related to stock options, and $ 1.3 million and $ 1.2 million, respectively, related to restricted stock awards for December 31, 2025 and 2024. At December 31, 2025, the unrecognized compensation expense related to stock options and restricted stock is expected to be recognized over the weighted average remaining vesting period of 2.44 years. In conjunction with non-qualified stock options, the Company recognized a tax benefit of $ 25,000 due to exercises of non-qualified stock options for the year ended December 31, 2025, compared to $ 18,000 tax benefit recognized for the year ended December 31, 2024. Intrinsic value represents the amount by which the fair value of the underlying stock at December 31, 2025 and 2024, exceeds the exercise price of the stock options. The intrinsic value of outstanding stock options was $ 2.4 million and $ 1.9 million at December 31, 2025 and 2024, respectively. At December 31, 2025, there were 262,265 shares of common stock available and reserved under the 2024 Plan to be issued as restricted stock awards or units based on the terms of the terms of the Plan. At December 31, 2025, there were 25,235 restricted shares granted under the 2024 Plan. The 2021 and 2015 Plans shall remain in effect as long as any awards are outstanding, but as a result of the approval of the 2024 Plan, no more awards can be granted under the 2015 or 2021 Plans. The following table presents stock option data for the years indicated: 2025 2024 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Outstanding Options at Beginning of Year 377,088 $ 23.65 5.7 337,444 $ 24.11 5.6 Granted — — 93,950 22.12 Exercised ( 114,390 ) 22.83 ( 31,490 ) 22.95 Forfeited ( 38,904 ) 23.30 ( 22,816 ) 24.98 Outstanding Options at End of Year 223,794 24.13 6.1 377,088 23.65 5.7 Exercisable Options at End of Year 109,874 $ 25.46 4.7 189,774 $ 24.40 3.1 94 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Number of Shares Weighted Average Exercise Price Weighted Average Remaining Service Period in Years Nonvested Options December 31, 2023 134,243 $ 23.58 8.5 Granted 93,950 22.12 Vested ( 33,083 ) 23.49 Forfeited ( 8,136 ) 22.87 Nonvested Options December 31, 2024 186,974 $ 22.90 8.3 Granted — — Vested ( 41,602 ) 22.89 Forfeited ( 31,452 ) 23.05 Nonvested Options at December 31, 2025 113,920 $ 22.86 7.4 The following table presents restricted stock award data for the period indicated. Number of Shares Weighted Average Grant Date Fair Value Price Weighted Average Remaining Service Period in Years Nonvested Restricted Stock at December 31, 2023 68,777 $ 23.16 3.8 Granted 25,410 22.12 4.1 Vested ( 21,918 ) 23.87 1.7 Forfeited ( 7,240 ) 21.96 Nonvested Restricted Stock at December 31, 2024 65,029 $ 22.64 3.0 Granted 25,235 30.62 4.1 Vested ( 24,088 ) 22.31 1.6 Forfeited ( 310 ) 21.50 Nonvested Restricted Stock at December 31, 2025 65,866 $ 25.83 3.1 95 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 12— COMMITMENTS AND CONTINGENT LIABILITIES The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business primarily to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby and performance letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Statements of Financial Condition. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and performance letters of credit written is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. The Company maintains an ACL on unfunded commitments to provide for the risk of loss inherent in these arrangements. The Company is required to include unfunded commitments that are expected to be funded in the future within the allowance calculation, other than those that are unconditionally cancellable. To arrive at that reserve, the reserve percentage for each applicable segment is applied to the unused portion of the expected commitment balance and is multiplied by the expected funding rate. To determine the expected funding rate, the Company uses a historical utilization rate for each segment. The ACL on unfunded loan commitments is included in other liabilities on the Consolidated Statement of Financial Condition and the related expense is recorded in provision for credit losses - unfunded commitments in the Consolidated Statement of Income. The unused and available credit balances of financial instruments whose contracts represent credit risk are as follows: December 31, 2025 2024 (Dollars in Thousands) Standby Letters of Credit $ 630 $ 605 Performance Letters of Credit 1,974 668 Construction Mortgages 43,294 41,118 Personal Lines of Credit 9,659 6,959 Overdraft Protection Lines 4,067 4,371 Home Equity Lines of Credit 32,112 27,504 Commercial Lines of Credit 104,654 86,362 Total $ 196,390 $ 167,587 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties. Performance letters of credit represent conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These instruments are issued primarily to support bid or performance-related contracts. The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management. Fees earned from the issuance of these letters are recognized upon expiration of the letter. For secured letters of credit, the collateral is typically Company deposit instruments or customer business assets. The Company recorded no liability associated with standby letters of credit as of December 31, 2025 and 2024. 96 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 13— VARIABLE INTEREST ENTITIES The Company has an investment in the following non-consolidated entity that meets the definition of a variable interest entity ("VIE"). Low Income Housing Tax Credit Investments The Company makes equity investments in an entity that sponsors affordable housing and other community development projects that qualify for the Low Income Housing Tax Credit ("LIHTC") program pursuant to Section 42 of the Internal Revenue Code. The purpose of this investment is not only to assist the Bank in meeting its responsibilities under the Community Reinvestment Act, but also to provide an investment return, primarily through the realization of tax benefits. The LIHTC partnership is managed by unrelated general partners that have the power to direct the activities which most significantly affect the performance of the partnership. The Company is therefore not the primary beneficiary of the LIHTC partnership and accordingly, does not consolidate this VIE. The Company's funding requirements are limited to its invested capital and any additional unfunded commitments for future equity contributions. The Company's maximum exposure to loss as a result of its involvement is limited to the carrying amounts of the investments, including the unfunded commitments. The investment in the LIHTC partnership is included in Accrued Interest Receivable and Other Assets and unfunded commitments are included in Accrued Interest Payable and Other Liabilities on the Consolidated Statements of Financial Condition. The Company currently expects to fund these commitments by the end of 2035. The following table presents the balance of the Company's LIHTC investment and related unfunded commitments: December 31, 2025 December 31, 2024 (dollars in thousands) Low Income Housing Tax Credit Investments $ 6,000 $ 6,000 Less: Amortization ( 190 ) ( 55 ) Net Low Income Housing Tax Credit Investments $ 5,810 $ 5,945 Unfunded Commitments $ 4,038 $ 4,995 The Company accounts for qualifying LIHTC investments under the proportional amortization method. Under this method an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance as a component of income tax expense. The following table presents other information relating to the Bank's low income housing tax credit investments: Year Ended December 31, 2025 2024 (dollars in thousands) Tax Credits and Other Tax Benefits Recognized $ 168 $ 70 Proportional Amortization Expense Included in Provision for Income Taxes $ 135 $ 55 NOTE 14— STOCKHOLDERS' EQUITY AND REGULATORY CAPITAL On July 22, 2024, the Company announced that the Board had approved a program commencing on July 25, 2024 to repurchase up to 5 % of the Company's then outstanding common stock. This repurchase program expired on July 25, 2025. In connection with the program, the Company had purchased a total of 257,145 shares of the Company's common stock at an average price of $ 28.70 per share. On September 4, 2025, the Company announced that the Board had approved a program commencing on September 4, 2025 to repurchase up to $ 5.0 million of the Company's outstanding common stock. This repurchase program is set to expire on September 30, 2025. As of December 31, 2025, there were no share repurchased under this plan. On January 27, 2026, the Company's Board of Directors declared a cash dividend of $ 0.28 per outstanding share of common stock, which was paid on February 27, 2026. 97 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly 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, each must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. 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. As of December 31, 2025 and 2024, the Bank was considered "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 at the dates indicated. 2025 2024 December 31, Amount Ratio Amount Ratio (Dollars in Thousands) Common Equity Tier 1 Capital (to Risk-Weighted Assets) Actual $ 156,459 13.92 % $ 152,238 14.78 % For Capital Adequacy Purposes 50,583 4.50 46,366 4.50 To Be Well Capitalized 73,064 6.50 66,973 6.50 Tier I Capital (to Risk-Weighted Assets) Actual 156,459 13.92 152,238 14.78 For Capital Adequacy Purposes 67,444 6.00 61,821 6.00 To Be Well Capitalized 89,925 8.00 82,428 8.00 Total Capital (to Risk-Weighted Assets) Actual 167,321 14.89 162,733 15.79 For Capital Adequacy Purposes 89,925 8.00 82,428 8.00 To Be Well Capitalized 112,407 10.00 103,035 10.00 Tier I Leverage Capital (to Adjusted Total Assets) Actual 156,459 10.15 152,238 9.98 For Capital Adequacy Purposes 61,674 4.00 60,996 4.00 To Be Well Capitalized 77,093 5.00 76,245 5.00 NOTE 15— OPERATING LEASES The Company evaluates all contracts at commencement to determine if a lease is present. In accordance with ASC Topic 842, leases are defined as either operating or finance leases. The Company's lease contracts are classified as operating leases and create operating ROU assets and corresponding lease liabilities on the Consolidated Statements of Financial Condition. The leases are primarily ROU assets of land and building for branch and loan production locations. ROU assets are reported in Accrued Interest Receivable and Other Assets and the related lease liabilities in Accrued Interest Payable and Other Liabilities on the Consolidated Statements of Financial Condition. 98 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables present the lease expense, ROU assets, weighted average term, discount rate and maturity analysis of lease liabilities for operating leases for the periods and dates indicated. Year Ended December 31, 2025 2024 (Dollars in Thousands) Operating $ 499 $ 432 Variable 48 38 Total Lease Expense $ 547 $ 470 December 31, 2025 2024 (Dollars in Thousands) Operating Leases: ROU Assets $ 2,529 $ 2,761 Weighted Average Lease Term in Years 10.42 11.07 Weighted Average Discount Rate 4.25 % 4.18 % December 31, 2025 (Dollars in Thousands) Maturity Analysis: Due in One Year $ 471 Due After One Year to Two Years 411 Due After Two Years to Three Years 376 Due After Three Years to Four Years 288 Due After Four to Five Years 266 Due After Five Years 1,541 Total $ 3,353 Less: Present Value Discount 746 Lease Liabilities $ 2,607 NOTE 16— MORTGAGE SERVICING RIGHTS The following table presents MSR activity and net carrying values for the years indicated. Servicing Rights Valuation Allowance Net Carrying Value (Dollars in Thousands) December 31, 2023 $ 540 $ — $ 540 Additions — — — Amortization ( 74 ) — ( 74 ) Valuation Allowance Adjustment — — — December 31, 2024 $ 466 $ — $ 466 Additions 8 — 8 Amortization ( 59 ) — ( 59 ) Valuation Allowance Adjustment — — — December 31, 2025 $ 415 $ — $ 415 Amortization of MSRs and the period change in the valuation allowance are reported in Other Income on the Consolidated Statements of Income. 99 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Real estate loans serviced for others, which are not included in the Consolidated Statements of Financial Condition, totaled $ 64.4 million and $ 69.7 million at December 31, 2025 and 2024, respectively. NOTE 17— DERIVATIVES AND HEDGING ACTIVITIES Derivatives Not Designated as Hedging Instruments Interest Rate Swaps. The Company enters into interest rate swap agreements to meet the financing and interest rate management needs of qualifying commercial loan customers. The Company simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and terms. The net result of the offsetting customer and dealer counterparty swap agreements is that the customer pays a fixed rate of interest and the Company receives a floating rate. The credit risk associated with derivatives executed with customers is essentially the same as that involved in extending loans and is subject to normal credit policies and monitoring. Swap derivative transactions with customers are not subject to enforceable master netting arrangements and are generally secured by rights to non-financial collateral, such as real and personal property. Risk Participation Agreements. The Company has five risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which we are a participant. The risk participation agreements provide credit protection to the financial institution should the borrower fail to perform on its interest rate derivative contract with the financial institution. Derivatives Designated as Hedging Instruments In October 2023, the Company entered into an interest rate swap contract that is designated as a fair value hedge to mitigate the risk of interest rate increases and the subsequent impact on the associated fixed rate mortgages. This contract matures on October 17, 2026, has a notional amount of $ 75.0 million and is benchmarked to SOFR. The Company expects the hedge to remain effective during the remaining term of the swap. The following table depicts the credit value and fair value adjustments recorded related to the notional amount of derivatives outstanding and risk participation agreements with other financial institutions. These adjustments are included in Accrued Interest and Other Liabilities on the Company's Consolidated Statement of Financial Condition. December 31, 2025 Derivative Assets Derivative Liabilities Notional Amount Fair Value Notional Amount Fair Value Derivatives Designated as Hedging Instruments Interest Rate Swap Contracts $ — $ — $ 75,000 $ 704 Total Derivatives Designated as Hedging Instruments — — 75,000 704 Derivatives Not Designated as Hedging Instruments Interest Rate Swap Contracts - Commercial Loans 10,920 103 10,920 103 Risk Participation Agreements — — 30,672 66 Total Derivatives Not Designated as Hedging Instruments 10,920 103 41,591 169 Total Derivatives $ 10,920 $ 103 $ 116,591 $ 873 December 31, 2024 Derivative Assets Derivative Liabilities Notional Amount Fair Value Notional Amount Fair Value Derivatives Designated as Hedging Instruments Interest Rate Swap Contracts $ — $ — $ 75,000 $ 801 Total Derivatives Designated as Hedging Instruments — — 75,000 801 Derivatives Not Designated as Hedging Instruments Interest Rate Swap Contracts - Commercial Loans — — — — Risk Participation Agreements — — 18,158 66 Total Derivatives Not Designated as Hedging Instruments — — 18,158 66 Total Derivatives $ — $ — $ 93,158 $ 867 100 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 18— FAIR VALUE DISCLOSURE ASC Topic 820 “Fair Value Measurement” defines fair value and provides the framework for measuring fair value and required disclosures about fair value measurements. Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability at the transaction date. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used in valuation methods to determine fair value. The three levels of fair value hierarchy are as follows: Level 1 - Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets. These generally provide the most reliable evidence and are used to measure fair value whenever available. Level 2 - Fair value is based on significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets, quoted market prices in markets that are not active for identical or similar assets, and other observable inputs. Level 3 - Fair value is based on significant unobservable inputs. Examples of valuation methodologies that would result in Level 3 classification include option pricing models, discounted cash flows, and other similar techniques. This hierarchy requires the use of observable market data when available. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The majority of the Company’s securities are included in Level 2 of the fair value hierarchy. Fair values for Level 2 securities were primarily determined by a third-party pricing service using both quoted prices for similar assets, when available, and model-based valuation techniques that derive fair value based on market-corroborated data, such as instruments with similar prepayment speeds and default interest rates. The standard inputs that are normally used include benchmark yields of like securities, reportable trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. The Company uses derivative instruments, including interest rate swaps and risk participation agreements, and the fair value of such instruments are calculated using accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative, considering the contractual terms of each derivative, and uses observable market-based inputs, such as interest rate curves and implied volatilities. Credit valuation adjustments are incorporated to appropriately reflect nonperformance risk and the respective counterparties' nonperformance risk in calculating fair value measurements. These instruments are classified as Level 2. There were no transfers from Level 1 to Level 2 and no transfers into or out of Level 3 during the years ended December 31, 2025 and 2024, respectively. The following table presents the financial assets measured at fair value on a recurring basis and reported on the Consolidated Statements of Financial Condition as of the dates indicated, by level within the fair value hierarchy. 101 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, Fair Value Hierarchy 2025 2024 (Dollars in Thousands) ASSETS Available-for-Sale Debt Securities U.S. Government Agencies Level 2 $ — $ 3,945 Obligations of States and Political Subdivisions Level 2 36,224 3,347 Mortgage-Backed Securities - Government-Sponsored Enterprises Level 2 41,089 50,363 Collateralized Mortgage Obligations - Government-Sponsored Enterprises Level 2 67,575 94,957 Collateralized Mortgage Obligations - Non-Agency Level 2 10,547 — Collateralized Loan Obligations Level 2 101,218 98,779 Corporate Debt Level 2 22,333 8,123 Total Available-for-Sale Debt Securities 278,986 259,514 Equity Securities Mutual Funds Level 1 909 879 Other Level 1 — 1,760 Total Equity Securities 909 2,639 Total Securities $ 279,895 $ 262,153 Derivative Financial Assets Interest Rate Swaps - Commercial Loans Level 2 103 — Total Assets $ 279,998 $ 262,153 LIABILITIES Derivative Financial Liabilities Interest Rate Swaps Level 2 $ 704 $ 801 Interest Rate Swaps - Commercial Loans Level 2 103 — Risk Participation Agreements Level 2 66 66 Total Liabilities $ 873 $ 867 102 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the financial assets measured at fair value on a nonrecurring basis on the Consolidated Statements of Financial Condition as of the dates indicated by level within the fair value hierarchy. The table also presents the significant unobservable inputs used in the fair value measurements. Impaired loans that are collateral dependent are written down to fair value through the establishment of specific reserves. Techniques used to value the collateral that secure the impaired loans include quoted market prices for identical assets classified as Level 1 inputs or observable inputs, employed by certified appraisers, for similar assets classified as Level 2 inputs. In cases where valuation techniques included inputs that are unobservable and are based on estimates and assumptions developed by management based on the best information available under each circumstance, the asset valuation is classified as Level 3 inputs. Financial Asset Fair Value Hierarchy December 31, 2025 Valuation Technique Significant Unobservable Inputs Range Weighted Average (Dollars in Thousands) Collateral-Dependent Loans Individually Assessed Level 3 $ 805 Appraisal of Collateral (1) Appraisal Adjustments (2) 31 % to 85 % 69.9 % Financial Asset Fair Value Hierarchy December 31, 2024 Valuation Technique Significant Unobservable Inputs Range Weighted Average (Dollars in Thousands) Collateral-Dependent Loans Individually Assessed Level 3 $ 5,244 Appraisal of Collateral (1) Appraisal Adjustments (2) 25 % to 52 % 26.2 % (1) Fair value is generally determined through independent appraisals of the underlying collateral, which may include various Level 3 inputs, which are not identifiable. (2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of appraisal adjustments and liquidation expense are presented as a percent of the appraisal. Collateral-dependent loans are evaluated and valued at the time the loan is identified as collateral-dependent, at the lower of cost or fair value. Fair value is measured based on the value of the collateral securing the loans and is classified as Level 3 in the fair value hierarchy. At December 31, 2025, the fair value of collateral-dependent loans consists of loan balances of $ 1.0 million less specific valuation allowances of $ 165,000 . At December 31, 2024, the fair value of collateral-dependent loans consists of loan balances of $ 5.6 million less specific valuation allowances of $ 398,000 . The fair value of MSRs is determined by calculating the present value of estimated future net servicing cash flows, considering expected mortgage loan prepayment rates, discount rates, servicing costs and other economic factors, which are determined based on current market conditions. The expected rate of mortgage loan prepayments is the most significant factor driving the value of MSRs. MSRs are considered impaired if the carrying value exceeds fair value. Since the valuation model includes significant unobservable inputs as listed above, MSRs are classified as Level 3. At December 31, 2025 and 2024, the Company did not have any MSRs that would be required to be remeasured. OREO properties are evaluated at the time of acquisition and recorded at fair value, less estimated selling costs. After acquisition, OREO is recorded at the lower of cost or fair value, less estimated selling costs. The fair value of an OREO property is determined from a qualified independent appraisal and is classified as Level 3 in the fair value hierarchy. At December 31, 2025 and 2024, the Company did not have any OREO that would be required to be remeasured. Financial instruments are defined as cash, evidence of an ownership in an entity, or a contract which creates an obligation or right to receive or deliver cash or another financial instrument from/to a second entity on potentially favorable or unfavorable terms. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If no readily available market exists, the fair value estimates for financial instruments should be based upon management’s judgment regarding current economic conditions, interest rate risk, expected cash flows, future estimated losses and other factors, as determined through various option pricing formulas or simulation modeling. As many of these assumptions result from judgments made by management based upon estimates that are inherently uncertain, the resulting estimated fair values may not be indicative of the amount realizable in the sale of a particular financial instrument. In addition, changes in the assumptions on which the estimated fair values are based may have significant impact on the resulting estimated fair values. 103 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The estimated fair values of the Company’s financial instruments at the dates indicated are as follows: 2025 2024 December 31, Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value (Dollars in Thousands) Financial Assets: Cash and Due From Banks: Interest-Earning Level 1 $ 18,374 $ 18,374 $ 39,332 $ 39,332 Noninterest-Earning Level 1 13,319 13,319 10,240 10,240 Securities See Above 279,895 279,895 262,153 262,153 Loans Held for Sale Level 2 — — 900 900 Loans, Net Level 3 1,152,144 1,119,213 1,082,821 1,045,104 Restricted Stock Level 2 2,985 2,985 3,055 3,055 Mortgage Servicing Rights Level 3 415 700 466 849 Derivative Assets Level 2 103 103 — — Accrued Interest Receivable Level 2 6,374 6,374 5,586 5,586 Financial Liabilities: Deposits Level 2 1,339,805 1,339,286 1,283,517 1,284,494 Other Borrowed Funds FHLB Borrowings Level 2 20,000 20,109 20,000 20,004 Subordinated Debt Level 2 14,758 14,452 14,718 14,206 Derivative Liabilities Level 2 873 873 867 867 Accrued Interest Payable Level 2 2,021 2,021 2,496 2,496 NOTE 19— OTHER NONINTEREST EXPENSE The details for other noninterest expense for the Company’s Consolidated Statements of Income are as follows: Year Ended December 31, 2025 2024 (Dollars in Thousands) Non-Employee Compensation $ 579 $ 564 Telephone 406 515 Insurance 271 333 Travel 270 230 Postage 269 246 Loan Expenses 268 202 Dues and Subscriptions 257 197 Bank Assessment 196 187 Meals and Entertainment 186 141 Printing and Supplies 176 225 Charitable Contributions 102 155 Training 70 42 Miscellaneous 503 332 TOTAL OTHER NONINTEREST EXPENSE $ 3,553 $ 3,369 104 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 20— CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY Financial information pertaining only to CB Financial Services, Inc., is as follows: Statements of Financial Condition December 31, 2025 2024 (Dollars in Thousands) ASSETS Cash and Due From Banks $ 8,344 $ 14,404 Equity Securities, at Fair Value — 1,760 Investment in Community Bank 162,779 144,734 Other Assets 1,261 1,296 TOTAL ASSETS $ 172,384 $ 162,194 LIABILITIES AND STOCKHOLDERS' EQUITY Other Borrowings $ 14,758 $ 14,718 Other Liabilities 89 98 Stockholders' Equity 157,537 147,378 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 172,384 $ 162,194 Statements of Income Year Ended December 31, 2025 2024 (Dollars in Thousands) Interest and Dividend Income $ 23 $ 84 Dividend from Bank Subsidiary 1,281 5,134 Interest Expense 622 622 Net Interest and Dividend Income 682 4,596 Net (Loss) Gain on Securities ( 80 ) 60 Noninterest Expense 22 23 Income Before Undistributed Net Income of Subsidiary and Income Tax Benefit 580 4,633 Undistributed Net Income of Subsidiary 4,221 7,863 Income Before Income Tax Benefit 4,801 12,496 Income Tax Benefit ( 102 ) ( 98 ) NET INCOME $ 4,903 $ 12,594 105 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Statements of Cash Flows Year Ended December 31, 2025 2024 (Dollars in Thousands) OPERATING ACTIVITIES Net Income $ 4,903 $ 12,594 Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: Undistributed Net Income of Subsidiary ( 4,221 ) ( 7,863 ) Amortization of Subordinated Debt Deferred Costs 40 40 Noncash Expense for Stock-Based Compensation 796 812 Loss (Gain) on Equity Securities 80 ( 60 ) Other, net 25 ( 45 ) NET CASH PROVIDED BY OPERATING ACTIVITIES 1,623 5,478 INVESTING ACTIVITIES Proceeds from Sales of Equity Securities 1,680 — NET CASH PROVIDED BY INVESTING ACTIVITIES 1,680 — FINANCING ACTIVITIES Cash Dividends Paid ( 5,134 ) ( 5,130 ) Treasury Stock, Purchases at Cost ( 6,840 ) ( 965 ) Exercise of Stock Options 2,611 721 NET CASH USED IN FINANCING ACTIVITIES ( 9,363 ) ( 5,374 ) (DECREASE) INCREASE IN CASH AND DUE FROM BANKS ( 6,060 ) 104 CASH AND DUE FROM BANKS AT BEGINNING OF THE YEAR 14,404 14,300 CASH AND DUE FROM BANKS AT END OF THE YEAR $ 8,344 $ 14,404 The Parent Company's Statements of Comprehensive Income and Statements of Changes in Stockholders' Equity are identical to the Consolidated Statements of Comprehensive Income and the Consolidated Statements of Changes in Stockholders' Equity and are not presented. NOTE 21— SEGMENT REPORTING AND RELATED INFORMATION Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate resources and in assessing performance. The Company's President and Chief Executive Officer functions as its CODM. At December 31, 2025 and 2024, the Company had one reportable segment, community banking services, upon which the CODM makes decisions regarding how to allocate resources and assess performance. Individual bank branches offer a group of similar services, including commercial, real estate and consumer loans, time deposits, checking and savings accounts all with similar operating and economic characteristics. While the CODM monitors the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. The CODM uses net interest income and net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the Company, pursue acquisitions or pay out dividends. Net income is used to monitor budget versus actual results. These metrics and the Company's significant expense categories are disclosed on the Company's Consolidated Statements of Income. 106