FIRST KEYSTONE CORP 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm ​ To the Shareholders and Board of Directors of First Keystone Corporation ​ Opinion on the Financial Statements ​ We have audited the accompanying consolidated balance sheets of First Keystone Corporation and Subsidiary (“Company”) as of December 31, 2023, and 2022, and the related consolidated statements of income, comprehensive income (loss), changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. ​ ​ ​ ​ ​ 52 Table of Contents Change in Accounting Principle ​ As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for the recognition and measurement of credit losses as of January 1, 2023, due to the adoption of ASC Topic 326, Financial Instruments – Credit Losses. Our opinion is not modified with respect to this matter. ​ Basis for Opinion ​ These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's consolidated 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 audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matter ​ The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. ​ Allowance for Credit Losses – Qualitative Factors ​ Critical Audit Matter Description ​ As described in Note 1, the allowance for credit losses (“ACL”) is an estimate of losses arising from borrowers’ inability to make loan payments as required, which is calculated via a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio. The Company’s ACL is calculated by collectively evaluating and individually evaluating loans. The Company collectively evaluates applicable loans based on segments according to their homogeneous characteristics, aligned with the segmentation of the FDIC Bank Call Report. ​ The ACL is maintained at a level estimated by management to be adequate to absorb potential loan losses. Management’s periodic evaluation of the adequacy of the ACL is based on specific expectations for the future economic environment that are incorporated in the projection, with loss expectations to revert to the long-run historical mean after such time as management can make or obtain a reasonable and supportable forecast. Management also considers the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may impact the 53 Table of Contents borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral (if the loan is collateral dependent), composition of the loan portfolio, and other relevant factors. This evaluation is inherently subjective as it requires material estimates based on management’s judgment regarding the projection of expected credit losses over the contractual lifetime of the loans. ​ Modeling of the ACL uses sophisticated statistical techniques to arrive at reasonable and supportable forecasts of expected losses. The Company has contracted with a third-party vendor to assist in developing models for the ACL related to the Company’s loan portfolio. The Company has opted to utilize the Weighted Average Remaining Maturity (“WARM”) method to calculate the ACL which uses an average annual charge-off rate. This average annual charge-off rate contains loss content over several vintages and is used as a foundation for estimating the credit loss content for loans by segmented pools at the balance sheet date and is used to determine a historical charge-off rate. When estimating expected credit losses, the Company considers forward-looking information that is both reasonable, supportable, and relevant to assessing the collectability of cash flows. Reasonable and supportable forecasts may extend over the entire contractual term of a loan or a period shorter than the contractual term. Reasonable and supportable forecasts may vary by portfolio segment or individual forecast input. These forecasts may include data from internal sources, external sources, or a combination of both. ​ We identified the qualitative factor component of the ACL on loans collectively evaluated for credit loss as a critical audit matter as auditing the underlying qualitative factors required significant auditor judgment as amounts determined by management rely on analysis that is highly subjective and includes significant estimation uncertainty. ​ ​ How the Critical Audit Matter was Addressed in the Audit ​ The primary procedures we performed to address this critical audit matter included: ​ • Evaluating the appropriateness of management’s methodology for estimating the ACL on loans. • Testing of the completeness and accuracy of data used by management in determining qualitative factor adjustments. • Evaluating the reasonableness of management’s judgments related to the qualitative loss factors to determine if the loss factors are calculated in accordance with management’s policies and were consistently applied from the point of adoption to year end. ​ ​ /s/ Baker Tilly US, LLP ​ ​ We have served as the Company’s auditor since 2018. Iselin, New Jersey March 29, 2024 ​ 54 Table of Contents FIRST KEYSTONE CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands, except share and per share data) ​ December 31, ​ 2023 2022 ASSETS ​ ​ ​ Cash and due from banks ​ $ 9,462 ​ $ 9,441 ​ Interest-bearing deposits in other banks ​ 7,551 ​ 1,297 ​ Total cash and cash equivalents ​ 17,013 ​ 10,738 ​ Debt securities available-for-sale, at fair value ​ 392,968 ​ 373,444 ​ Marketable equity securities, at fair value ​ 1,482 ​ 1,699 ​ Restricted investment in bank stocks, at cost ​ 10,885 ​ 7,136 ​ ​ ​ ​ ​ Loans ​ 910,864 ​ 858,398 ​ Loans held for sale ​ 214 ​ 71 ​ Allowance for credit losses ​ ( 6,925 ) ​ ( 8,274 ) ​ Net loans ​ 904,153 ​ 850,195 ​ Premises and equipment, net ​ 19,611 ​ 19,024 ​ Operating lease right-of-use assets ​ ​ 1,472 ​ ​ 1,541 ​ Accrued interest receivable ​ 5,201 ​ 4,391 ​ Cash surrender value of bank owned life insurance ​ 26,010 ​ 25,389 ​ Investments in low-income housing partnerships ​ 5,961 ​ 3,763 ​ Goodwill ​ 19,133 ​ 19,133 ​ Deferred income taxes ​ 8,695 ​ 9,129 ​ Other assets ​ 3,286 ​ 3,612 ​ TOTAL ASSETS ​ $ 1,415,870 ​ $ 1,329,194 ​ ​ ​ ​ ​ LIABILITIES ​ ​ ​ Deposits: ​ ​ ​ Non-interest bearing ​ $ 198,569 ​ $ 231,754 ​ Interest bearing ​ 781,870 ​ 761,745 ​ Total deposits ​ 980,439 ​ 993,499 ​ Short-term borrowings ​ 153,468 ​ 153,418 ​ Long-term borrowings ​ 122,000 ​ 25,000 ​ Subordinated debentures ​ ​ 25,000 ​ ​ 25,000 ​ Operating lease liabilities ​ ​ 1,976 ​ ​ 2,029 ​ Accrued interest payable ​ 2,823 ​ 563 ​ Other liabilities ​ 8,549 ​ 9,299 ​ TOTAL LIABILITIES ​ 1,294,255 ​ 1,208,808 ​ ​ ​ ​ ​ STOCKHOLDERS’ EQUITY ​ ​ ​ Preferred stock, par value $ 2.00 per share; authorized 1,000,000 shares as of December 31, 2023 and December 31, 2022; issued 0 as of December 31, 2023 and December 31, 2022 ​ ​ — ​ ​ — ​ Common stock, par value $ 2.00 per share; authorized 20,000,000 shares as of December 31, 2023 and December 31, 2022; issued 6,322,772 as of December 31, 2023 and 6,352,665 as of December 31, 2022; outstanding 6,091,161 as of December 31, 2023 and 6,121,054 as of December 31, 2022 ​ ​ 12,705 ​ ​ 12,502 ​ Surplus ​ 44,004 ​ 42,439 ​ Retained earnings ​ 100,260 ​ 100,712 ​ Accumulated other comprehensive loss ​ ( 29,645 ) ​ ( 29,558 ) ​ Treasury stock, at cost, 231,611 shares as of December 31, 2023 and December 31, 2022 ​ ( 5,709 ) ​ ( 5,709 ) ​ ​ ​ ​ ​ ​ ​ TOTAL STOCKHOLDERS’ EQUITY ​ 121,615 ​ 120,386 ​ TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY ​ $ 1,415,870 ​ $ 1,329,194 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 55 Table of Contents FIRST KEYSTONE CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 ​ ​ ​ ​ ​ ​ ​ INTEREST INCOME ​ ​ ​ ​ ​ ​ Interest and fees on loans ​ $ 42,747 ​ $ 35,372 Interest and dividend income on securities: ​ ​ ​ ​ Taxable ​ 12,311 ​ 7,394 Tax-exempt ​ 1,166 ​ 3,312 Dividends ​ 56 ​ 55 Dividend income on restricted investment in bank stocks ​ 669 ​ 264 Interest on interest-bearing deposits in other banks ​ 39 ​ 16 Total interest income ​ 56,988 ​ 46,413 INTEREST EXPENSE ​ ​ ​ ​ Interest on deposits ​ 17,108 ​ 5,259 Interest on short-term borrowings ​ 8,774 ​ 1,935 Interest on long-term borrowings ​ 896 ​ 628 Interest on subordinated debt ​ ​ 1,094 ​ ​ 1,091 Total interest expense ​ 27,872 ​ 8,913 Net interest income ​ 29,116 ​ 37,500 Credit for credit losses ​ ( 217 ) ​ ( 264 ) Net interest income after credit for credit losses ​ 29,333 ​ 37,764 NON-INTEREST INCOME ​ ​ ​ ​ Trust department ​ 931 ​ 975 Service charges and fees ​ 2,205 ​ 2,193 Increase in cash surrender value of life insurance ​ 621 ​ 597 ATM fees and debit card income ​ 2,195 ​ 2,146 Net gains (losses) on sales of mortgage loans ​ 65 ​ ( 7 ) Net securities losses ​ ( 118 ) ​ ( 846 ) Other ​ 257 ​ 273 Total non-interest income ​ 6,156 ​ 5,331 NON-INTEREST EXPENSE ​ ​ Salaries and employee benefits ​ 16,055 ​ 14,554 Occupancy, net ​ 2,119 ​ 1,936 Furniture and equipment expense ​ 637 ​ 594 Computer expense ​ 1,571 ​ 1,493 Professional services ​ 1,440 ​ 1,270 Pennsylvania shares tax ​ 861 ​ 1,238 FDIC insurance, net ​ 703 ​ 490 ATM and debit card fees ​ 1,146 ​ 899 Data processing fees ​ 1,304 ​ 915 Advertising ​ 528 ​ 389 Other ​ 2,881 ​ 2,999 Total non-interest expense ​ 29,245 ​ 26,777 Income before income tax expense ​ 6,244 ​ 16,318 Income tax expense ​ 684 ​ 2,294 NET INCOME ​ $ 5,560 ​ $ 14,024 PER SHARE DATA ​ ​ Net income per share: ​ ​ Basic ​ $ 0.91 ​ $ 2.35 Diluted ​ 0.91 ​ 2.35 Dividends per share ​ 1.12 ​ 1.12 ​ The accompanying notes are an integral part of these consolidated financial statements. 56 Table of Contents FIRST KEYSTONE CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ Year Ended ​ ​ ​ December 31, ​ ​ 2023 2022 ​ ​ ​ ​ ​ ​ ​ Net income: ​ $ 5,560 ​ $ 14,024 ​ ​ ​ Other comprehensive loss: ​ ​ Unrealized net holding gains (losses) on debt securities available-for-sale arising during the period, net of income tax expense (benefit) of $ 947 and $( 10,027 ), respectively ​ 3,563 ​ ( 37,720 ) ​ ​ ​ ​ ​ ​ ​ Less reclassification adjustment for net (gains) losses included in net income, net of income tax benefit (expense) of $( 21 ) and $ 153 , respectively (a) (b) ​ ​ ( 78 ) ​ ​ 574 ​ ​ ​ ​ ​ ​ ​ Fair value adjustment on derivatives, net of income tax benefit (expense) of $( 950 ) and $ 0 , respectively ​ ​ ( 3,572 ) ​ ​ — ​ ​ ​ ​ ​ ​ ​ Total other comprehensive loss ​ ( 87 ) ​ ( 37,146 ) ​ ​ ​ ​ ​ ​ ​ Total Comprehensive Income (Loss) ​ $ 5,473 ​ $ ( 23,122 ) (a) Gross amounts are included in net securities (losses) gains on the consolidated statements of income in non-interest income. (b) Income tax amounts are included in income tax expense on the consolidated statements of income. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 57 Table of Contents FIRST KEYSTONE CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Dollars in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ ​ ​ ​ Retained ​ Comprehensive ​ Treasury ​ Stockholders’ ​ Shares Amount Surplus Earnings Income (Loss) Stock Equity Balance at January 1, 2022 6,178,835 ​ $ 12,358 ​ $ 40,940 ​ $ 93,378 ​ $ 7,588 ​ $ ( 5,709 ) ​ $ 148,555 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ ​ ​ 14,024 ​ ​ ​ 14,024 Other comprehensive loss, net of taxes ​ ​ ​ ​ ( 37,146 ) ​ ​ ( 37,146 ) Issuance of common stock under dividend reinvestment plan 71,928 ​ 144 ​ 1,499 ​ ​ ​ ​ 1,643 Dividends - $ 1.12 per share ​ ​ ​ ​ ( 6,690 ) ​ ​ ​ ( 6,690 ) Balance at December 31, 2022 6,250,763 ​ ​ 12,502 ​ ​ 42,439 ​ ​ 100,712 ​ ​ ( 29,558 ) ​ ​ ( 5,709 ) ​ ​ 120,386 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cumulative effect of adoption of ASU No. 2016-13 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 768 ​ ​ ​ ​ ​ ​ ​ ​ 768 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ 5,560 ​ ​ ​ ​ ​ ​ ​ ​ 5,560 Other comprehensive loss, net of taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 87 ) ​ ​ ​ ​ ​ ( 87 ) Issuance of common stock under dividend reinvestment plan 101,902 ​ ​ 203 ​ ​ 1,565 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,768 Dividends - $ 1.12 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 6,780 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 6,780 ) Balance at December 31, 2023 6,352,665 ​ $ 12,705 ​ $ 44,004 ​ $ 100,260 ​ $ ( 29,645 ) ​ $ ( 5,709 ) ​ $ 121,615 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 58 Table of Contents FIRST KEYSTONE CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) 2023 2022 ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ Net income ​ $ 5,560 ​ $ 14,024 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ Credit for credit losses on loans ​ ( 217 ) ​ ( 264 ) Credit for credit losses on unfunded commitments ​ ​ ( 49 ) ​ ​ ( 108 ) Depreciation and amortization ​ 798 ​ 1,056 Net premium amortization on securities ​ 1,519 ​ 3,008 Deferred income tax expense ​ 253 ​ 114 Common stock issued ​ 1,754 ​ 1,635 Net (gains) losses on sales of mortgage loans ​ ( 65 ) ​ 7 Proceeds from sales of mortgage loans originated for sale ​ 2,509 ​ 5,678 Originations of mortgage loans originated for sale ​ ( 2,586 ) ​ ( 7,846 ) Net securities losses ​ 118 ​ 846 Increase in accrued interest receivable ​ ( 810 ) ​ ( 30 ) Increase in cash surrender value of bank owned life insurance ​ ( 621 ) ​ ( 597 ) Net losses on disposals of premises and equipment ​ 19 ​ 16 Decrease (increase) in other assets ​ 661 ​ ( 342 ) Amortization of investment in low-income housing partnerships ​ 231 ​ 225 Increase in accrued interest payable ​ 2,260 ​ 312 (Decrease) increase in other liabilities ​ ( 5,429 ) ​ 429 NET CASH PROVIDED BY OPERATING ACTIVITIES ​ 5,905 ​ 18,163 CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ Proceeds from sales of equity securities and debt securities available-for-sale ​ 23,230 ​ 58,845 Proceeds from maturities and redemptions of debt securities available-for-sale ​ 41,700 ​ 51,943 Purchases of debt securities available-for-sale ​ ( 81,463 ) ​ ( 91,493 ) Net decrease in time deposits with other banks ​ — ​ 247 Net change in restricted investment in bank stocks ​ ( 3,749 ) ​ ( 5,217 ) Net increase in loans ​ ( 52,480 ) ​ ( 103,609 ) Purchase of premises and equipment ​ ( 1,656 ) ​ ( 1,892 ) Purchase of investment in real estate venture ​ ( 2,415 ) ​ ( 2,458 ) NET CASH USED IN INVESTING ACTIVITIES ​ ( 76,833 ) ​ ( 93,634 ) CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ Net decrease in deposits ​ ( 13,060 ) ​ ( 84,470 ) Net increase in short-term borrowings ​ 50 ​ 126,041 Repayment of finance lease obligations ​ ​ ( 7 ) ​ ​ ( 10 ) Proceeds from long-term borrowings ​ 100,000 ​ — Repayment of long-term borrowings ​ ( 3,000 ) ​ ( 10,000 ) Dividends paid ​ ( 6,780 ) ​ ( 6,690 ) NET CASH PROVIDED BY FINANCING ACTIVITIES ​ 77,203 ​ 24,871 ​ ​ ​ ​ ​ ​ ​ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ​ 6,275 ​ ( 50,600 ) CASH AND CASH EQUIVALENTS, BEGINNING ​ 10,738 ​ 61,338 CASH AND CASH EQUIVALENTS, ENDING ​ $ 17,013 ​ $ 10,738 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION ​ ​ Interest paid ​ $ 25,612 ​ $ 8,601 Income taxes paid ​ 318 ​ 2,289 SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES ​ ​ Purchased securities settling after year-end ​ ​ — ​ ​ 5,434 Loans transferred from held for sale to held for investment portfolio ​ — ​ ( 7,900 ) Common stock subscription receivable ​ ​ 14 ​ ​ 8 Right-of-use assets obtained in exchange for lease liabilities ​ ​ 33 ​ ​ 598 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 59 Table of Contents FIRST KEYSTONE CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies of First Keystone Corporation and Subsidiary (the “Corporation”) are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and conform to common practices within the banking industry. The significant accounting policies follow: Principles of Consolidation The consolidated financial statements include the accounts of First Keystone Corporation and its wholly-owned subsidiary, First Keystone Community Bank (the “Bank”). All significant inter-company balances and transactions have been eliminated in consolidation. Nature of Operations The Corporation, headquartered in Berwick, Pennsylvania, provides a full range of banking, trust and related services through its wholly-owned Bank subsidiary and is subject to competition from other financial institutions in connection with these services. The Bank serves a customer base which includes individuals, businesses, governments, and public and institutional customers primarily located in the Northeast Region of Pennsylvania. The Bank has 19 full service offices and 20 Automated Teller Machines (“ATM”) located in Columbia, Luzerne, Montour, Monroe, and Northampton counties. The Corporation must also adhere to certain federal and state banking laws and regulations and are subject to periodic examinations made by various state and federal agencies. Segment Reporting The Bank acts as an independent community financial services provider, and offers traditional banking and related financial services to individual, business, government, and public and institutional customers. Through its branch and ATM network, as well as online banking, the Bank offers a full array of commercial and retail financial services, including the taking of time, savings and demand deposits; the making of commercial, consumer and mortgage loans; and the providing of other financial services. The Bank also performs personal, corporate, pension and fiduciary services through its trust department. Management does not separately allocate expenses, including the cost of funding loan demand, between the commercial, retail, trust and mortgage banking operations of the Corporation. As such, discrete financial information is not available and segment reporting would not be meaningful. Significant Concentrations of Credit Risk The majority of the Corporation’s activities involve customers located primarily in Columbia, Luzerne, Montour, Monroe, Northampton, and Lehigh counties in Pennsylvania. The types of securities in which the Corporation invests are presented in Note 2 – Securities. Credit risk as it relates to investment activities is moderated through the monitoring of ratings, geographic concentrations, etc. residing in the portfolio and the observance of minimum rating levels in the investment policy. Note 3 – Loans and Allowance for Credit Losses summarizes the types of lending in which the Corporation engages. The inherent risks associated with lending activities are mitigated by adhering to established underwriting practices and policies, as well as portfolio diversification and thorough monitoring of the loan portfolio. It is management’s opinion that the investment and loan portfolios were well balanced at December 31, 2023, to the extent necessary to avoid any significant concentrations of credit risk. 60 Table of Contents Use of Estimates The preparation of these consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes include the determination of allowance for securities losses, the assessment of possible impairment of equity securities, the determination of the allowance for credit losses, the assessment of goodwill for possible impairment, and the valuation of deferred taxes. Subsequent Events The Corporation has evaluated events and transactions occurring subsequent to the consolidated balance sheet date of December 31, 2023, for items that should potentially be recognized or disclosed in the consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued. On February 27, 2024, the Board of Directors declared a dividend of $ 0.28 per share for the first quarter of 2024. The dividend is payable on March 28, 2024 to shareholders of record as of March 14, 2024. Cash and Cash Equivalents For purposes of reporting consolidated cash flows, cash and cash equivalents include cash on hand and due from banks, interest-bearing deposits in other banks, and federal funds sold. The Corporation considers cash classified as interest-bearing deposits with other banks as a cash equivalent since they are represented by cash accounts essentially on a demand basis and mature within one year. Federal funds are also included as a cash equivalent because they are generally purchased and sold for one-day periods. Debt Securities The Corporation classifies its debt securities as either “Held-to-Maturity” or “Available-for-Sale” at the time of purchase. Debt securities are accounted for on a trade date basis. Debt securities are classified as Held-to-Maturity when the Corporation has the ability and positive intent to hold the securities to maturity. Debt securities classified as Held-to-Maturity are carried at cost adjusted for amortization of premium and accretion of discount to maturity. At December 31, 2023 and 2022, all debt securities held were classified as available-for-sale. Debt securities not classified as Held-to-Maturity are included in the Available-for-Sale category and are carried at fair value. The amount of any unrealized gain or loss, net of the effect of deferred income taxes, is reported as accumulated other comprehensive loss (AOCI) in the consolidated balance sheets and consolidated statements of changes in stockholders’ equity. Management’s decision to sell Available-for-Sale securities is based on changes in economic conditions controlling the sources and applications of funds, terms, availability of and yield of alternative investments, interest rate risk and the need for liquidity. The cost of debt securities classified as Held-to-Maturity or Available-for-Sale is adjusted for amortization of premiums to the earliest call date and accretion of discounts to expected maturity. Such amortization and accretion, as well as interest and dividends, are included in interest and dividend income on securities. Realized gains and losses are included in net securities gains and losses in the consolidated statements of income. The cost of securities sold, redeemed or matured is based on the specific identification method. The Corporation invests in various forms of agency debt including residential and commercial mortgage-backed securities and callable debt. The mortgage-backed agency securities are issued by Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), Government National Mortgage Association (“GNMA”) or Small Business Administration (“SBA”). The other mortgage-backed securities consist of private (non-agency) residential and commercial mortgage-backed securities. The municipal securities consist of general obligations and revenue bonds. Asset-backed securities consist of private (non-agency) student loan pools backed by the 61 Table of Contents Federal Family Education Loan Program (“FFELP”) which carry a 97% federal government guarantee. Corporate debt securities consist of senior debt and subordinated debt holdings. Available-for-sale debt securities are required to be individually evaluated for impairment in accordance with ASC 326, Financial Instruments – Credit Losses. Management evaluates debt securities for impairment where there has been a decline in fair value below the amortized cost basis of a debt security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby Management compares the present value of expected cash flows with the amortized cost basis of the debt security. The credit loss component would be recognized through the provision for credit losses and the creation of an allowance for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) our intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or whether it is more-likely-than-not that we will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third party guarantees, and (8) collateral values. In analyzing an issuer’s financial condition, management considers whether the debt securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the debt securities. All issues of U.S. Treasury and Agency-Backed debt securities have the full faith and credit backing of the United States Government or one of its agencies. All other debt securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value. Equity Securities In accordance with ASC 825-10, equity securities with readily determinable fair values are stated at fair value with realized and unrealized gains and losses reported in income. Equity securities without readily determinable fair values are recorded at cost less impairment, if any. Management evaluates equity securities for impairment at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Equity securities without readily determinable fair values are generally evaluated for impairment under FASB ASC 321, Equity Securities. In determining impairment under the FASB ASC 321 model, management considers many factors, including (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the equity security or more likely than not will be required to sell the equity security before its anticipated recovery. The assessment of whether an impairment exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time. If an impairment loss on an equity security is considered to exist, a loss in the amount of the difference between the cost and fair value of the security is recognized. Once the impairment is recorded, this becomes the new cost basis of the equity security and cannot be adjusted upward if there is a subsequent recovery in the fair value of the security. Restricted Investment in Bank Stocks The Corporation owns restricted stock investments in the Federal Home Loan Bank of Pittsburgh (“FHLB-Pittsburgh”) and Atlantic Community Bankers Bank (“ACBB”). These investments do not have a readily determinable fair value because their ownership is restricted and they can be sold back only to the FHLB-Pittsburgh, ACBB or to another member institution. Therefore, these investments are carried at cost. At December 31, 2023, the Corporation held $ 10,850,000 in stock of FHLB-Pittsburgh and $ 35,000 in stock of ACBB. At December 31, 2022, the Corporation held $ 7,101,000 in stock of FHLB-Pittsburgh and $ 35,000 in stock of ACBB. 62 Table of Contents Management evaluates the restricted investment in bank stocks for impairment on a quarterly basis. Management’s determination of whether these investments are impaired is based on management’s assessment of the ultimate recoverability of the cost of these investments rather than by recognizing temporary declines in value. The following factors were evaluated to determine the ultimate recoverability of the cost of the Corporation’s restricted investment in bank stocks; (i) the significance of the decline in net assets of the correspondent bank as compared to the capital stock amount for the correspondent bank and the length of time this situation has persisted; (ii) commitments by the correspondent bank to make payments required by law or regulation and the level of such payments in relation to the operating performance of the correspondent bank; (iii) the impact of legislative and regulatory changes on the institutions and, accordingly, on the customer base of the correspondent bank; and (iv) the liquidity position of the correspondent bank. Based on the analysis of these factors, management determined that no impairment charge was necessary related to the restricted investment in bank stocks during 2023 or 2022. Loans Net loans are stated at their outstanding recorded investment, net of deferred fees and costs, unearned income and the allowance for credit losses. Interest on loans is recognized as income over the term of each loan, generally, by the accrual method. Loan origination fees and certain direct loan origination costs have been deferred with the net amount amortized using the straight line method or the interest method over the contractual life of the related loans as an interest yield adjustment. The loans receivable portfolio is segmented into the following segments: Real Estate (including both commercial and residential loans), Agricultural, Commercial and Industrial, Consumer, and State and Political Subdivisions. Real Estate Lending The Corporation engages in real estate lending to commercial borrowers in its primary market area and surrounding areas. The commercial component of the Corporation’s Real Estate portfolio is secured primarily by commercial retail space, commercial office buildings, residential housing and hotels. Generally, these loans have terms that do not exceed twenty years , have loan-to-value ratios of up to eighty percent of the value of the collateral property, and are typically supported by personal guarantees of the borrowers. In underwriting these loans, the Corporation performs a thorough analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the property securing the loan. The value of the property is determined by either independent appraisers or internal evaluations performed by Bank officers. Real estate loans secured by commercial properties generally present a higher level of risk than loans secured by residential real estate. Repayment of loans secured by commercial real estate is typically dependent upon the successful operation of the related real estate project and/or the effect of the general economic conditions on income producing properties. The residential component of the Corporation’s Real Estate portfolio is comprised of one-to-four family residential mortgage loan originations, home equity term loans and home equity lines of credit. These loans are generated by the Corporation’s marketing efforts, its present customers, walk-in customers and referrals. These loans are originated primarily with customers from the Corporation’s market area. The Corporation’s one-to-four family residential mortgage originations are secured principally by properties located in its primary market area and surrounding areas. The Corporation offers fixed-rate mortgage loans with terms up to a maximum of thirty years for both permanent structures and those under construction. Loans with terms of thirty years are normally held for sale and sold without recourse; most of the residential mortgages held in the Corporation’s residential real estate portfolio have maximum terms of twenty years . Generally, the majority of the Corporation’s residential mortgage loans originate with a loan-to-value of eighty percent or less, or those with private mortgage insurance at ninety-five percent or less. Home equity term loans are secured by the borrower’s primary residence and ​ 63 Table of Contents typically have a maximum loan-to-value of eighty percent and a maximum term of fifteen years . In general, home equity lines of credit are secured by the borrower’s primary residence with a maximum loan-to-value of eighty percent and a maximum term of twenty years . In underwriting one-to-four family residential mortgage loans, the Corporation evaluates the borrower’s ability to make monthly payments, the borrower’s prior loan repayment history and the value of the property securing the loan. The ability and willingness to repay is assessed based upon the borrower’s employment history, current financial conditions and credit background. A majority of the properties securing residential real estate loans made by the Corporation are appraised by independent appraisers. The Corporation generally requires mortgage loan borrowers to obtain an attorney’s title opinion or title insurance and fire and property insurance, including flood insurance, if applicable. Residential mortgage loans, home equity term loans and home equity lines of credit generally present a lower level of risk than consumer loans because they are secured by the borrower’s primary residence. Risk is increased when the Company is in a subordinate position, especially to another lender, for the loan collateral. Residential mortgage loans held for sale are carried at the lower of cost or market on an aggregate basis determined by independent pricing from appropriate federal or state agency investors. These loans are sold without recourse. Loans held for sale amounted to $ 214,000 and $ 71,000 at December 31, 2023 and 2022, respectively. Agricultural Lending The Corporation originates agricultural loans to individuals in the farming industry for funding the production of crops or to purchase or refinance capital assets such as farmland, livestock, machinery, equipment, and farm real estate improvements. Agricultural loans are typical secured by collateral related to the farming activities. These loans originate from customers within the Corporation’s primary market area or the surrounding areas. In underwriting agricultural loans, an analysis is performed regarding the borrower’s ability to repay the loan, the borrower’s capital and collateral, and the past, present, and future cash flows of the borrower, as well as the agricultural industry as a whole. In general, these loans would be secured by cropland, pastureland, orchardland, or timberland that is committed to ongoing management and agricultural production, with a maximum loan-to-value ratio of 70 % and a maximum term of ten years . Commercial and Industrial Lending The Corporation originates commercial and industrial loans principally to businesses located in its primary market area and surrounding areas. These loans are used for various business purposes, which include short-term loans and lines of credit to finance machinery and equipment, inventory and accounts receivable. Generally, the maximum term for loans extended on machinery and equipment is based on the projected useful life of such machinery and equipment. Most business lines of credit are written on demand and are reviewed annually. Commercial and industrial loans are generally secured with short-term assets; however, in many cases, additional collateral such as real estate is provided as additional security for the loan. Loan-to-value maximum thresholds have been established by the Corporation and are specific to the type of collateral. Collateral values may be determined using invoices, inventory reports, accounts receivable aging reports, business financial statements, collateral appraisals or internal evaluations, etc. Commercial and industrial loans are typically supported by personal guarantees of the borrower. In underwriting commercial and industrial loans, an analysis is performed to evaluate the borrower’s character and capacity to repay the loan, the adequacy of the borrower’s capital and collateral, as well as the conditions affecting the borrower. Evaluation of the borrower’s past, present and future cash flows is also an important aspect of the Corporation’s analysis of the borrower’s ability to repay. ​ 64 Table of Contents Commercial and industrial loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions. Commercial and industrial loans are typically made on the basis of the borrower’s ability to make repayment from cash flows from the borrower’s primary business activities. As a result, the availability of funds for the repayment of commercial and industrial loans is dependent on the success of the business itself, which in turn, is likely to be dependent upon the general economic environment. As an addition to the commercial loans receivable portfolio, the Corporation may purchase the guaranteed portion of loans secured by the U.S. Government. The originating bank retains the unguaranteed portion of the loan. The loans are sponsored by one of the various government agencies including the SBA, United States Department of Agriculture (“USDA”), and the Farm Service Agency (“FSA”). Government Guaranteed Loans ("GGLs") carry no credit risk due to an unconditional and irrevocable guarantee (which is supported by the full faith and credit of the U.S. Government) on all principal and the balance of interest accruing through ninety days beyond the date that demand is made to the originating bank for repurchase of the loan. As of December 31, 2023, the Company's balance of GGLs was $ 4,470,000 , compared to $ 4,631,000 at December 31, 2022. Consumer Lending The Corporation offers a variety of secured and unsecured consumer loans, including vehicle loans, stock secured loans and loans secured by financial institution deposits. These loans originate primarily with customers from the Corporation’s market area. Consumer loan terms vary according to the type and value of collateral and creditworthiness of the borrower. In underwriting personal loans, a thorough analysis is performed regarding the borrower’s willingness and financial ability to repay the loan as agreed. The ability and willingness to repay is assessed based upon the borrower’s employment history, current financial condition and credit background. Consumer loans may entail greater credit risk than residential real estate loans, particularly in the case of personal loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles or recreational equipment. In such cases, repossessed collateral for a defaulted personal loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, personal loan collections are dependent on the borrower’s continuing financial stability and therefore, are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. State and Political Subdivisions Lending The Corporation, from time to time, may originate loans to state and political subdivisions that are within the Corporation’s primary market area or surrounding areas. These loans may be either taxable or tax-free. These loans may be issued for the purpose of land improvement, infrastructure changes, bond refinances, or the purchase of equipment. State and political loans are typically secured by the taxing power of the borrowing entity. In some cases, the loans may also be secured by the property/item being purchased. Audited financial statements are required as part of the underwriting for all state and political loans and a full analysis of all components of the audited statements is performed. If the loan is to be classified as tax-free, a letter from the entity’s solicitor stating such is required, as well. The risk associated with these types of loans is considerably less than commercial loan transactions. Repayment is based on the full faith, credit, and ability of the borrowing entity to tax and then collect the payments. Delinquency or loss on these types of loans is de minimus. Delinquent Loans Generally, a loan is considered to be past-due when scheduled loan payments are in arrears 10 days or more. Delinquent notices are generated automatically when a loan is 10 or 15 days past-due, depending on loan type. Collection efforts continue on past-due loans that have not been brought current, when it is believed that some chance 65 Table of Contents exists for improvement in the status of the loan. Past-due loans are continually evaluated with the determination for charge-off being made when no reasonable chance remains that the status of the loan can be improved. Commercial and industrial loans and real estate loans issued for commercial purpose are charged off in whole or in part when they become sufficiently delinquent based upon the terms of the underlying loan contract and when a collateral deficiency exists. Because all or part of the contractual cash flows are not expected to be collected, the loan is considered to be impaired, and the Company estimates the impairment based on its analysis of the cash flows or collateral estimated at fair value less cost to sell. Should a GGL default, demand is made to the originating bank for repurchase of the loan. If the originating bank does not repurchase the loan, demand for repurchase is then made to the appropriate government agency which has provided the guarantee for the loan. Real estate loans issued for residential purposes and consumer loans are charged off when they become sufficiently delinquent based upon the terms of the underlying loan contract and when the value of the underlying collateral is not sufficient to support the loan balance and a loss is expected. At that time, the amount of estimated collateral deficiency, if any, is charged off for loans secured by collateral, and all other loans are charged off in full. Loans with collateral are written down to the estimated fair value of the collateral less cost to sell. Existing loans in which the borrower has declared bankruptcy are considered on a case by case basis to determine whether repayment is likely to occur (e.g. reaffirmation by the borrower with demonstrated repayment ability). Otherwise, loans are charged off in full or written down to the estimated fair value of collateral less cost to sell. Generally, a loan is classified as non-accrual and the accrual of interest on such a loan is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest. A loan may remain on accrual status if it is well secured (or supported by a strong guarantee) and in the process of collection. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against interest income. Certain non-accrual loans may continue to perform; that is, payments are still being received. Generally, the payments are applied to principal. These loans remain under constant scrutiny, and if performance continues, interest income may be recorded on a cash basis based on management's judgment regarding the collectability of principal. Allowance for Credit Losses The allowance for credit losses (“ACL”) is an estimate of losses arising from borrowers’ inability to make loan payments as required, which is calculated via a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio. The Corporation completed a one-time adjustment to decrease the ACL at the adoption of ASU 2016-13 through retained earnings, but all subsequent adjustments will be established through provisions for credit losses charged against income. Loans deemed to be uncollectible are charged against the ACL and subsequent recoveries, if any, are credited to the allowance. The ACL is maintained at a level estimated by management to be adequate to absorb potential loan losses. Management’s periodic evaluation of the adequacy of the ACL is based on specific expectations for the future economic environment that are incorporated in the projection, with loss expectations to revert to the long-run historical mean after such time as management can make or obtain a reasonable and supportable forecast. Management also considers the Corporation’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may impact the borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral (if the loan is collateral dependent), composition of the loan portfolio, and other relevant factors. This evaluation is inherently subjective as it requires material estimates based on management’s judgment regarding the projection of expected credit losses over the contractual lifetime of the loans. Modeling of the ACL uses sophisticated statistical techniques to arrive at reasonable and supportable forecasts of expected losses. The Corporation has contracted with a third-party vendor to assist in developing models for the ACL related to the Corporation’s loan portfolio under Accounting Standards Update (“ASU”) 2016-13. The Corporation has opted to utilize the Weighted Average Remaining Maturity (“WARM”) method to calculate the ACL which uses an average annual charge-off rate. This average annual charge-off rate contains loss content over several vintages and is 66 Table of Contents used as a foundation for estimating the credit loss content for loans by segmented pools at the balance sheet date and is used to determine a historical charge-off rate. When estimating expected credit losses, the Corporation considers forward-looking information that is both reasonable, supportable, and relevant to assessing the collectability of cash flows. Reasonable and supportable forecasts may extend over the entire contractual term of a loan or a period shorter than the contractual term. Reasonable and supportable forecasts may vary by portfolio segment or individual forecast input. These forecasts may include data from internal sources, external sources, or a combination of both. When the contractual term of a loan extends beyond the reasonable and supportable period, ASC Topic 326 requires reverting to historical loss information, or an appropriate proxy, for those periods beyond the reasonable and supportable forecast period (often referred to as the reversion period). The Corporation may revert to historical loss information for each individual forecast input or based on the entire estimate of loss. Reversion to historical loss information may be immediate, occur on a straight-line basis, or use any systematic/rational method. Management may apply different reversion techniques depending on the economic environment or applicable loan portfolio. The methodology used to determine the ACL also includes a qualitative component in which the Corporation adjusts expected credit loss estimates for information not already captured in the loss estimation process. These qualitative factor adjustments may increase or decrease management’s estimate of expected credit losses. Changes in the level of the Corporation’s ACL may not always be directionally consistent with changes in the level of qualitative factor adjustments due to the incorporation of reasonable and supportable forecasts in estimating expected losses. Management considers qualitative factors that are relevant to the Corporation as of the reporting date, which may include but are not limited to: 1) changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere; 2) changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the loan portfolio, including the condition of various market segments; 3) changes in the nature and volume of the loan portfolio; 4) changes in the experience, ability, and depth of management and other relevant staff; 5) changes in the volume and severity of past due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans; 6) changes in the quality of the Corporation’s loan review system; 7) changes in the value of underlying collateral for collateral dependent loans; 8) the existence and effect of any concentrations of credit and changes in the level of such concentrations; and 9) the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the Corporation’s existing loan portfolio. The Corporation’s ACL is calculated by collectively evaluating and individually evaluating loans. The Corporation collectively evaluates applicable loans based on segments according to their homogeneous characteristics, aligned with the segmentation of the FDIC Bank Call Report. The Corporation collectively evaluates loans and determines applicable loss rates based on the following segments/classes: Real Estate ● Construction, land development, and other land loans ● Residential construction (loans to build homes, both speculative and owner-occupied, and 1-4 ● family lot loans) ● Agribusiness, farmland, or secured by farmland ● Revolving, open-end, 1-4 family residential properties (and extended under lines of credit) ● Loans secured by first liens ● Loans secured by junior liens ● Secured by multifamily (5 or more) residential properties ● Loans secured by owner occupied, non-farm, non-residential properties ● Loans secured by other non-farm, non-residential properties ​ 67 Table of Contents Agricultural ● Loans to finance agricultural production and other loans for farmers Commercial and Industrial ● Commercial and industrial loans Consumer ● Other revolving credit plans ● Automobile loans ● Other consumer loans State and Political Subdivisions ● Obligations (other than securities or leases) of states and political subdivisions in the U.S. In accordance with ASC 326-20-30-2, the Corporation will evaluate individual loans for expected credit losses when the loans do not share similar risk characteristics with loans evaluated using the collective method. Management may evaluate loans on an individual basis even when no specific expectation of collectability is in place. Loans deemed to be impaired are specifically identified and measured for impairment. A loan is deemed to be impaired when, based on current information and events, it is probable that the Corporation will be unable to collect all amounts due according to the loan agreement. Loans to be considered for impairment include all non-accrual loans or any other selected loans where full collection is unlikely. Factors considered by management in determining impairment include payment status and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Once identified as impaired, the loans are measured individually for impairment based on one of the following methods: ● The present value of expected cash flows, discounted at the loan’s effective interest rate (i.e. the contractual interest rate adjusted for any net deferred loan fees or costs, premium, or discount existing at the origination or acquisition of the loan) ● The loan’s observable market price ● The fair value of the collateral if the loan is deemed to be collateral dependent. A loan is collateral dependent if the repayment of the loan is expected to be provided solely by the liquidation of the underlying collateral and there are no other available and reliable sources of repayment. Management will consider estimated costs to sell, on a discounted basis, in the measurement of impairment if these costs are expected to reduce the cash flows available to repay the loan. Any portion of the recorded investment for a collateral dependent loan (including any capitalized accrued interest, net deferred loan fees or costs, and unamortized premium or discount) exceeding the fair value of the collateral that can be identified as uncollectible is deemed a confirmed loss and will be charged off against the ACL ​ Loans that have been individually measured for impairment may have a portion of the allowance allocated to cover the calculated amount of impairment as determined by the methods listed above, referred to as a specific allocation. Loans individually evaluated for impairment may also have a zero specific allocation if the loans are deemed to have no impairment, or if the amount of the impairment will be charged off. ASU 2022-02, Loan Modifications Experiencing Financial Difficulty, eliminated the accounting guidance for Troubled Debt Restructurings (“TDRs”) while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. In accordance with the new guidance, the Corporation no longer evaluates loans with modifications made to borrowers experiencing financial difficulty individually for impairment, nor establishes a related specific reserve for such loans, but rather these loans are included in their respective portfolio segment and evaluated collectively for impairment to establish an allowance for credit 68 Table of Contents losses. Any modifications of loans to borrowers experiencing financial difficulty that are classified as non-accrual or are otherwise designated as collateral dependent are individually evaluated for determination of expected credit losses. There were no loan modifications made to borrowers experiencing financial difficulties during the year ended December 31, 2023. Subsequent to the date of the financial statements, on January 20, 2024, a modification was completed on a loan totaling $ 9,455,000 to a borrower experiencing financial difficulty to allow a period of interest-only payments of six months. The Corporation has no commitments to lend additional funds to the borrower. The most common types of concessions granted upon modification of a loan to a borrower experiencing financial difficulties include: (a) a reduction in the interest rate for the remaining life of the debt, (b) an extension of the maturity date at an interest rate lower than the current market rate for new debt with similar risk, (c) a temporary period of interest-only payments, and (d) a reduction in the contractual payment amount for either a short period or for the remaining term of the loan. A less common concession would be forgiveness of a portion of the loan’s principal. Loans so modified remain collectively evaluated for determination of expected credit losses, unless, during the process of evaluation, it is determined that the loan should be placed on non-accrual status until the Corporation determines that future collection of principal and interest is reasonably assured or the loan is otherwise deemed to be collateral dependent. There may be certain types of loans for which the expectation of credit loss is zero after evaluating historical loss information, making necessary adjustments for current conditions and reasonable and supportable forecasts, and considering any collateral or guarantee arrangements that are not free-standing contracts. Factors considered by management when evaluating whether expectations of zero credit loss are appropriate may include, but are not limited to: 1) a long history of zero credit loss; 2) full securitization by cash or cash equivalents; 3) high credit ratings from rating agencies with no expected future downgrade; 4) principal and interest payments that are guaranteed by the U.S. government; 5) the issuer, guarantor, or sponsor can print its own currency and the currency is held by other central banks as reserve currency; and 6) the interest rate on the security is recognized as a risk-free rate. A loan that is fully secured by cash or cash equivalents, such as a certificate of deposit issued by the lending institution, would likely have zero credit loss expectations. Similarly, the guaranteed portion of an SBA loan purchased on the secondary market through the SBA’s fiscal and transfer agent would likely have zero credit loss expectations because these financial assets are unconditionally guaranteed by the U.S. government. ASC Topic 326 introduces the concept of purchased credit deteriorated (“PCD”) assets. PCD assets are acquired financial assets that, at acquisition, have experienced more-than-insignificant deterioration in credit quality since origination, as determined by the Corporation’s assessment. The Corporation does not possess loans classified as purchased credit deterioration at this time. Should the Corporation acquire purchased loans, these loans will be evaluated to determine if they are PCD. A reserve for unfunded lending commitments is provided for possible credit losses on off-balance sheet credit exposures. Off-balance sheet credit exposures primarily include undrawn portions of revolving lines of credit and standby letters of credit. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and, if necessary, is recorded in other liabilities on the consolidated balance sheets. As of December 31, 2023 and December 31, 2022, the amount of the reserve for unfunded lending commitments was $ 166,000 and $ 68,000 , respectively. The Corporation made a policy election to exclude accrued interest receivable from the amortized cost basis of loans. Accrued interest receivable on loans is reported as a component of accrued interest receivable on the Corporation’s consolidated balance sheet and totaled $ 2,476,000 and $ 1,941,000 as of December 31, 2023 and 2022, respectively. Accrued interest receivable on loans is excluded from the estimate of credit losses. The Corporation is subject to periodic examination by its federal and state examiners, and may be required by such regulators to recognize additions to the ACL based on their assessment of credit information available to them at the time of their examinations. 69 Table of Contents The Corporation utilizes a risk grading matrix as a tool for managing credit risk in the loan portfolio and assigns an asset quality rating (risk grade) to all loans. An asset quality rating is assigned using the guidance provided in the Corporation’s loan policy. Primary responsibility for assigning the asset quality rating rests with the credit department. The asset quality rating is validated periodically by both an internal and external loan review process. The commercial loan grading system focuses on a borrower’s financial strength and performance, experience and depth of management, primary and secondary sources of repayment, the nature of the business and the outlook for the particular industry. Primary emphasis is placed on financial condition and trends. The grade also reflects current economic and industry conditions; as well as other variables such as liquidity, cash flow, revenue/earnings trends, management strengths or weaknesses, quality of financial information, and credit history. The loan grading system for residential real estate secured and consumer loans focuses on the borrower’s credit score and credit history, debt-to-income ratio and income sources, collateral position and loan-to-value ratio. Risk grade characteristics are as follows: Risk Grade 1 – MINIMAL RISK through Risk Grade 6 – MANAGEMENT ATTENTION (Pass Grade Categories) Risk is evaluated via examination of several attributes including but not limited to financial trends, strengths and weaknesses, likelihood of repayment when considering both cash flow and collateral, sources of repayment, leverage position, management expertise, and repayment history. At the low-risk end of the rating scale, a risk grade of 1 – Minimal Risk is the grade reserved for loans with exceptional credit fundamentals and virtually no risk of default or loss. Loan grades then progress through escalating ratings of 2 through 6 based upon risk. Risk Grade 2 – Modest Risk are loans with sufficient cash flows; Risk Grade 3 – Average Risk are loans with key balance sheet ratios slightly above the borrower’s peers; Risk Grade 4 – Acceptable Risk are loans with key balance sheet ratios usually near the borrower’s peers, but one or more ratios may be higher; and Risk Grade 5 – Marginally Acceptable are loans with strained cash flow, increasing leverage and/or weakening markets. Risk Grade 6 – Management Attention are loans with weaknesses resulting from declining performance trends and the borrower’s cash flows may be temporarily strained. Loans in this category are performing according to terms, but present some type of potential concern. Risk Grade 7 − SPECIAL MENTION (Non-Pass Category) Assets in this category are adequately collateralized but have potential weakness which may, if not checked or corrected, weaken the asset or inadequately protect the Corporation’s credit position at some future date. The loans may constitute increased credit risk, but not to the point of justifying a classification of substandard. No loss of principal or interest is envisioned, but risk is increasing beyond that at which the loan originally would have been granted. Historically, cash flows are inconsistent; financial trends show some deterioration. Liquidity and leverage are above industry averages. Financial information could be incomplete or inadequate. A Special Mention asset has potential weaknesses that deserve management’s close attention. Risk Grade 8 − SUBSTANDARD (Non-Pass Category) Generally, these assets are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have “well-defined” weaknesses that jeopardize the full liquidation of the debt. These loans are characterized by the distinct possibility that the Corporation will sustain some loss if the aggregate amount of substandard assets is not fully covered by the liquidation of the collateral used as security. Substandard loans have a high probability of payment default and require more intensive supervision by Corporation management. ​ 70 Table of Contents ​ Risk Grade 9 − DOUBTFUL (Non-Pass Category) Generally, loans graded doubtful have all the weaknesses inherent in a substandard loan with the added factor that the weaknesses are pronounced to a point whereby the basis of current information, conditions, and values, collection or liquidation in full is deemed to be highly improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors that may work to strengthen the asset, its classification is deferred until, for example, a proposed merger, acquisition, liquidation procedure, capital injection, perfection of liens on additional collateral and/or refinancing plan is completed. Loans are graded doubtful if they contain weaknesses so serious that collection or liquidation in full is questionable. Premises and Equipment, net Premises and equipment are stated at cost less accumulated depreciation computed principally utilizing the straight-line method over the estimated useful lives of the assets. Long-lived assets are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying value may not be recovered. Maintenance and minor repairs are charged to operations as incurred. The cost and accumulated depreciation of the premises and equipment retired or sold are eliminated from the property accounts at the time of retirement or sale, and the resulting gain or loss is reflected in current operations. Mortgage Servicing Rights The Corporation originates and sells real estate loans to investors in the secondary mortgage market. After the sale, the Corporation may retain the right to service these loans. The mortgage loans sold and serviced for others are not included in the consolidated balance sheets. The unpaid principal balances of mortgage loans serviced for others were $ 82,489,000 and $ 87,671,000 at December 31, 2023 and 2022, respectively. When originated mortgage loans are sold and servicing is retained, a servicing asset is capitalized based on relative fair value at the date of the sale. Servicing assets are amortized as an offset to other fees in proportion to, and over the period of, estimated net servicing income. The servicing asset is included in other assets in the consolidated balance sheets and amounted to $ 265,000 at December 31, 2023 and $ 319,000 at December 31, 2022. The amount of servicing income earned was $ 213,000 and $ 230,000 at December 31, 2023 and 2022, respectively. Amortization recognized in relation to mortgage servicing rights was $ 72,000 and $ 88,000 at December 31, 2023 and 2022, respectively. Both income and amortization are included in service charges and fees on the consolidated statements of income. Gains or losses on sales of mortgage loans are recognized based on the differences between the selling price and the carrying value of the related mortgage loans sold. Bank Owned Life Insurance The cash surrender value of bank owned life insurance is carried as an asset, and changes in cash surrender value are recorded as non-interest income in the consolidated statements of income. The Corporation entered into agreements to provide post-retirement benefits to two retired employees in the form of life insurance payable to the employee’s beneficiaries upon their death through endorsement split dollar life insurance arrangements. The Corporation’s accrued liabilities for this benefit agreement as of December 31, 2023 and 2022 which are included in other liabilities in the Corporation’s consolidated balance sheets were $ 62,000 and $ 53,000 , respectively. The related (expense) income for this benefit agreement amounted to $( 9,000 ) in 2023 and $ 3,000 in 2022. The expense recognized in 2023 was the result of service costs associated with the benefit agreement. Investments in Low-Income Housing Partnerships The Corporation is a limited partner in real estate ventures that own and operate affordable residential low-income housing apartment buildings for elderly and mentally challenged adult residents. The investments are accounted for under the cost method. Under the cost method, the Corporation recognizes tax credits as they are allocated and amortizes the initial cost of the investment over the period that the tax credits are allocated to the Corporation. The 71 Table of Contents amount of tax credits allocated to the Corporation were $ 484,000 and $ 249,000 in 2023 and 2022, respectively, and the amortization of the investments in the limited partnerships were $ 231,000 and $ 225,000 in 2023 and 2022, respectively. During 2021, the Corporation became a limited partner in a real estate venture with an initial investment of $ 435,000 . In 2023 and 2022, capital contributions and other fees related to the project in the combined amount of $ 2,429,000 and $ 2,458,000 , respectively, were made in relation to the new real estate venture. The new limited partnership began amortizing in December 2023. Goodwill Goodwill resulted from the acquisition of the Pocono Community Bank in November 2007 and of certain fixed and operating assets acquired and deposit liabilities assumed of the branch of another financial institution in Danville, Pennsylvania, in January 2004. Such goodwill represents the excess cost of the acquired assets relative to the assets fair value at the dates of acquisition. During the first quarter of 2008, $ 152,000 of liabilities related to the Pocono acquisition were recorded as a purchase accounting adjustment resulting in an increase in the excess purchase price. The amount was comprised of the finalization of severance agreements and contract terminations related to the acquisition. In accordance with current accounting standards, goodwill is not amortized. Management performs an annual evaluation for impairment. Any impairment of goodwill results in a charge to income. The Corporation periodically assesses whether events or changes in circumstances indicate that the carrying amounts of goodwill and other intangible assets may be impaired. Goodwill is evaluated for impairment at the reporting unit level and an impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. The Corporation has evaluated the goodwill included in its consolidated balance sheet at December 31, 2023, and has determined there was no impairment as of that date. In addition, the Corporation did not identify any impairment in 2022. No assurance can be given that future impairment tests will not result in a charge to earnings. Foreclosed Assets Held for Resale Real estate properties acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less cost to sell on the date of foreclosure, establishing a new cost basis. After foreclosure, valuations are periodically performed and if fair value less cost to sell declines subsequent to foreclosure, a valuation allowance is recorded through expense. Revenues derived from and costs to maintain the assets and subsequent gains and losses on sales are included in non-interest expense on the consolidated statements of income. Income Taxes The Corporation accounts for income taxes in accordance with income tax accounting guidance FASB ASC Topic 740, Income Taxes. Current income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Corporation determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of the evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Corporation accounts for uncertain tax positions if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more-likely-than-not means a likelihood of more than 50%; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax 72 Table of Contents position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. The Corporation recognizes interest and penalties on income taxes, if any, as a component of income tax expense in the consolidated statements of income. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Corporation. At December 31, 2023 and 2022, there were no potential common shares outstanding. The following table sets forth the computation of basic and diluted earnings per share. ​ ​ ​ ​ ​ ​ ​ (In thousands, except earnings per share) Year Ended ​ December 31, ​ 2023 2022 Net income $ 5,560 ​ $ 14,024 Weighted-average common shares outstanding ​ 6,054 ​ ​ 5,974 Basic and diluted earnings per share $ 0.91 ​ $ 2.35 ​ Treasury Stock The purchase of the Corporation’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 a first-in-first-out basis. Trust Assets and Revenues Property held by the Corporation in a fiduciary or agency capacity for its customers is not included in the accompanying consolidated financial statements since such items are not assets of the Corporation. Assets held in trust were $ 109,064,000 and $ 111,172,000 at December 31, 2023 and 2022, respectively. Trust Department income is generally recognized on a cash basis and is not materially different than if it were reported on an accrual basis (see Table 5 – Non-Interest Income for details). Comprehensive Income (Loss) The Corporation is required to present accumulated other comprehensive income (loss) in a full set of general-purpose financial statements for all periods presented. Accumulated other comprehensive income (loss) is comprised of net unrealized holding (losses) gains on the debt securities available-for-sale and derivative portfolios. The Corporation has elected to report these effects on the consolidated statements of comprehensive income (loss). Advertising Costs It is the Corporation’s policy to expense advertising costs in the period in which they are incurred. Recent Accounting Standards Updates: Adopted ASUs In January of 2023, the Corporation adopted ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 required financial assets measured at amortized cost to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The measurement of expected credit losses is based on relevant information 73 Table of Contents about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Corporation took steps to prepare for the implementation over the past several years, such as: forming an internal committee, gathering pertinent data, consulting with outside professionals, subscribing to a new software system, and running existing and new methodologies concurrently through the period of implementation. The Corporation also completed a data and model validation analysis and prepared policies related to the adoption process. The Corporation adopted the ASU’s provisions using the modified retrospective method and evaluated the impact the current expected credit loss (“CECL”) model had on the accounting for credit losses, and recognized a one-time, cumulative-effect adjustment to retained earnings at the beginning of the first reporting period in which the new standard became effective. The cumulative-effect adjustment resulted in an increase to retained earnings of $ 768,000 , an additional reserve for unfunded commitments of $ 147,000 , a decrease in the allowance for credit losses of $ 1,119,000 , and a decrease in deferred tax assets of $ 204,000 , as outlined in the table on the next page. There was no impact on the securities portfolio upon adoption. This adoption method is considered a change in accounting principle requiring additional disclosure of the nature of and reason for the change, which is solely a result of the adoption of the required standard. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ January 1, 2023 ​ ​ ​ As Reported Under ASU 2016-13 ​ Pre- ASU 2016-13 Adoption ​ Impact of ASU 2016-13 Adoption ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets: ​ ​ ​ ​ ​ ​ ​ Allowance For Credit Losses $ ( 7,155 ) $ ( 8,274 ) $ 1,119 ​ Deferred Income Taxes ​ 8,925 ​ 9,129 ​ ( 204 ) A ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ Other Liabilities ​ 9,446 ​ 9,299 ​ 147 B ​ ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ ​ ​ ​ ​ ​ Retained Earnings ​ 101,480 ​ 100,712 ​ 768 C A. Effect on deferred tax assets related to the adjustment to the allowance for credit losses and reserve for unfunded lending commitments from the adoption of ASU 2016-13 using a 21 % tax rate B. Adjustment to the reserve for unfunded lending commitments related to the adoption of ASU 2016-13 C. Adjustment to undistributed profits related to the adoption of ASU 2016-13 In January of 2023, the Corporation adopted ASU No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which eliminated the accounting guidance on troubled debt restructurings (“TDRs”) by creditors that have adopted the CECL model and enhances disclosure requirements for certain loan refinancing and restructurings by creditors made to borrowers experiencing financial difficulty. The ASU also amended the guidance on “vintage disclosures” to require disclosure of current-period gross charge-offs by year of origination. The Corporation adopted the ASU’s provisions using the modified retrospective method in conjunction with the CECL adoption. The adoption of ASU 2022-02 did not have a material impact on the Corporation’s consolidated financial statements. Pending ASUs In March of 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-02, Investments Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. ASU 2023-02 allows for standardization of accounting methodology for tax credit equity investments when certain requirements are met. The standard provides the ability for both current and prospective tax credit investors to avoid the complexities of accounting for tax credits outside of the proportional amortization method. To qualify for the proportional amortization method, the following conditions must be met: 1. it is probable that the income tax credits allocable to the investor will be available, 2. the investor does not have the ability to ​ 74 Table of Contents exercise significant influence over the operating and financial policies of the underlying project, 3. substantially all of the projected benefits are from income tax credits and other income tax benefits, 4. the investor’s projected yield based solely on the cash flows from the income tax credits and other income tax benefits is positive, and 5. the investor is a limited liability investor in the limited liability entity for both legal and tax purposes and the investor’s liability is limited to its capital investment. The amendments in this ASU will be applied either on a modified retrospective basis or a retrospective basis. The amendments in this update are effective for public business entities for fiscal years, and interim periods within those fiscal years beginning after December 15, 2023. Early adoption is permitted for all entities in any interim period. The Corporation is currently evaluating the provisions of ASU 2023-02 and does not expect the adoption of the standard to have a material impact on the Corporation’s financial statements. In December of 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires enhanced income tax disclosures related to the rate reconciliation and information related to income taxes paid. The ASU was issued to enhance transparency and decision usefulness of income tax disclosures. The standard requires: 1. consistent categories and greater disaggregation of information in the rate reconciliation, and 2. income taxes paid, net of refunds received, disaggregated by jurisdiction based on an established threshold. The amendments in this ASU will be applied on a prospective basis and retrospective application is permitted. The amendments in this update are effective for public business entities for fiscal years, and interim periods within those fiscal years beginning after December 15, 2024. Early adoption is permitted for all entities in any interim period. The Corporation is currently evaluating the provisions of ASU 2023-09 and does not expect the adoption of the standard to have a material impact on the Corporation’s financial statements. ​ Transfer of Financial Assets Transfers of financial assets are accounted for as sales when control over assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Corporation, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. Off-Balance Sheet Financial Instruments In the ordinary course of business, the Corporation has entered into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the consolidated balance sheets when they are funded. Reclassifications Certain amounts previously reported have been reclassified, when necessary, to conform with presentations used in the 2023 consolidated financial statements. Such reclassifications have no effect on the Corporation’s net income. ​ 75 Table of Contents NOTE 2 — SECURITIES Debt Securities There was no allowance for credit losses for Available-For-Sale debt securities as of December 31, 2023; therefore, it is not present in the table below. The amortized cost, related estimated fair value, and unrealized gains and losses for debt securities classified as Available-For-Sale were as follows at December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Debt Securities Available-for-Sale (Dollars in thousands) ​ ​ Gross Gross ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair December 31, 2023: ​ Cost ​ Gains ​ Losses ​ Value U.S. Treasury securities ​ $ 7,881 ​ $ — ​ $ ( 840 ) ​ $ 7,041 Obligations of U.S. Government Agencies and Sponsored Agencies: ​ ​ ​ ​ ​ ​ ​ ​ Mortgage-backed ​ ​ 152,510 ​ ​ — ​ ​ ( 14,518 ) ​ ​ 137,992 Other ​ 7,560 ​ 126 ​ ( 54 ) ​ 7,632 Other mortgage backed securities ​ 36,623 ​ 168 ​ ( 2,741 ) ​ 34,050 Obligations of state and political subdivisions ​ 97,899 ​ 18 ​ ( 10,214 ) ​ 87,703 Asset-backed securities ​ 82,852 ​ 150 ​ ( 840 ) ​ 82,162 Corporate debt securities ​ 40,647 ​ 74 ​ ( 4,333 ) ​ 36,388 Total ​ $ 425,972 ​ $ 536 ​ $ ( 33,540 ) ​ $ 392,968 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Debt Securities Available-for-Sale (Dollars in thousands) ​ ​ Gross Gross ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair December 31, 2022: ​ Cost ​ Gains ​ Losses ​ Value U.S. Treasury securities ​ $ 7,853 ​ $ — ​ $ ( 1,052 ) ​ $ 6,801 Obligations of U.S. Government Agencies and Sponsored Agencies: ​ ​ ​ ​ ​ ​ ​ ​ Mortgage-backed ​ ​ 146,707 ​ ​ — ​ ​ ( 15,032 ) ​ ​ 131,675 Other ​ 10,992 ​ 233 ​ ( 45 ) ​ 11,180 Other mortgage backed securities ​ 36,767 ​ — ​ ( 3,079 ) ​ 33,688 Obligations of state and political subdivisions ​ 125,176 ​ 266 ​ ( 14,753 ) ​ 110,689 Asset-backed securities ​ 37,526 ​ — ​ ( 1,108 ) ​ 36,418 Corporate debt securities ​ 45,838 ​ 183 ​ ( 3,028 ) ​ 42,993 Total ​ $ 410,859 ​ $ 682 ​ $ ( 38,097 ) ​ $ 373,444 ​ Debt securities available-for-sale with an aggregate fair value of $ 249,114,000 at December 31, 2023 and $ 315,836,000 at December 31, 2022, were pledged to secure public funds, trust funds, securities sold under agreements to repurchase and the Federal Discount Window aggregating $ 182,050,000 at December 31, 2023 and $ 241,385,000 at December 31, 2022. 76 Table of Contents The amortized cost and fair value of securities, by contractual maturity, are shown below at December 31, 2023. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Available-for-Sale ​ Amortized ​ ​ ​ ​ Cost ​ Fair Value 1 year or less ​ $ 9,283 ​ $ 9,282 Over 1 year through 5 years ​ 27,963 ​ 26,457 Over 5 years through 10 years ​ 66,364 ​ 58,915 Over 10 years ​ 133,230 ​ 126,272 Mortgage-backed securities ​ 189,132 ​ 172,042 Total ​ $ 425,972 ​ $ 392,968 ​ At December 31, 2023 and 2022, the Corporation had holdings of securities from the following issuers in excess of ten percent of consolidated stockholders’ equity (excluding holdings of the U.S. Government and U.S. Government Agencies and Corporations). ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ Fair December 31, 2023: ​ Value Issuer ​ ​ ​ ​ Sallie Mae Bank ​ $ 25,737 ​ Nelnet Student Loan Trust ​ 15,486 ​ Navient Student Loan Trust ​ ​ 13,179 ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ Fair ​ December 31, 2022: ​ Value ​ Issuer ​ ​ ​ ​ Sallie Mae Bank ​ $ 17,362 ​ ​ Proceeds from sales of investments in debt securities available-for-sale during 2023 and 2022 were $ 23,230,000 and $ 58,675,000 respectively. Gross gains realized on these sales were $ 447,000 and $ 221,000 respectively. Gross losses on these sales were $ 348,000 and $ 974,000 respectively. 77 Table of Contents The summary below shows the gross unrealized losses and fair value of the Corporation’s debt securities, aggregated by investment category, of which individual securities have been in a continuous unrealized loss position for less than 12 months or 12 months or more as of December 31, 2023 and 2022: ​ December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Less Than 12 Months ​ 12 Months or More ​ Total ​ ​ Fair ​ Unrealized ​ Fair ​ Unrealized ​ Fair ​ Unrealized Available-for-Sale: Value Loss Value Loss Value Loss U.S. Treasury securities ​ $ — ​ $ — ​ $ 7,041 ​ $ ( 840 ) ​ $ 7,041 ​ $ ( 840 ) Obligations of U.S. Government Agencies and Sponsored Agencies: ​ ​ ​ ​ ​ ​ Mortgage-backed ​ ​ 23,103 ​ ​ ( 242 ) ​ ​ 102,608 ​ ​ ( 14,276 ) ​ ​ 125,711 ​ ​ ( 14,518 ) Other ​ — ​ ​ — ​ ​ 3,029 ​ ​ ( 54 ) ​ 3,029 ​ ( 54 ) Other mortgage-backed debt securities ​ 1,568 ​ ​ ( 1 ) ​ ​ 25,042 ​ ​ ( 2,740 ) ​ 26,610 ​ ( 2,741 ) Obligations of state and political subdivisions ​ — ​ ​ — ​ ​ 82,113 ​ ​ ( 10,214 ) ​ 82,113 ​ ( 10,214 ) Asset-backed securities ​ 52,862 ​ ​ ( 342 ) ​ ​ 12,726 ​ ​ ( 498 ) ​ 65,588 ​ ( 840 ) Corporate debt securities ​ 2,813 ​ ​ ( 270 ) ​ ​ 30,501 ​ ​ ( 4,063 ) ​ 33,314 ​ ( 4,333 ) Total ​ $ 80,346 ​ $ ( 855 ) ​ $ 263,060 ​ $ ( 32,685 ) ​ $ 343,406 ​ $ ( 33,540 ) ​ December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Less Than 12 Months ​ 12 Months or More ​ Total ​ Fair Unrealized Fair Unrealized Fair Unrealized Available-for-Sale: ​ Value ​ Loss ​ Value ​ Loss ​ Value ​ Loss U.S. Treasury securities ​ $ — ​ $ — ​ $ 6,801 ​ $ ( 1,052 ) ​ $ 6,801 ​ $ ( 1,052 ) Obligations of U.S. Government Agencies and Sponsored Agencies: ​ ​ ​ ​ ​ ​ Mortgage-backed ​ ​ 61,067 ​ ​ ( 2,184 ) ​ ​ 65,174 ​ ​ ( 12,848 ) ​ ​ 126,241 ​ ​ ( 15,032 ) Other ​ 1,589 ​ ​ ( 2 ) ​ ​ 3,168 ​ ​ ( 43 ) ​ 4,757 ​ ( 45 ) Other mortgage-backed debt securities ​ 16,167 ​ ​ ( 962 ) ​ ​ 17,521 ​ ​ ( 2,117 ) ​ 33,688 ​ ( 3,079 ) Obligations of state and political subdivisions ​ 56,565 ​ ​ ( 5,881 ) ​ ​ 35,704 ​ ​ ( 8,872 ) ​ 92,269 ​ ( 14,753 ) Asset-backed securities ​ 24,136 ​ ​ ( 405 ) ​ ​ 12,282 ​ ​ ( 703 ) ​ 36,418 ​ ( 1,108 ) Corporate debt securities ​ 15,827 ​ ​ ( 1,073 ) ​ ​ 18,345 ​ ​ ( 1,955 ) ​ 34,172 ​ ( 3,028 ) Total ​ $ 175,351 ​ $ ( 10,507 ) ​ $ 158,995 ​ $ ( 27,590 ) ​ $ 334,346 ​ $ ( 38,097 ) ​ There were 177 individual debt securities in an unrealized loss position as of December 31, 2023, with a combined decline in value representing 7.75 % of the debt securities portfolio. There were 183 individual debt securities in an unrealized loss position as of December 31, 2022, with their combined decline in value representing 9.11 % of the debt securities portfolio. ​ The Corporation made a policy election to exclude accrued interest receivable from the amortized cost basis of debt securities available for sale. Accrued interest receivable on debt securities available for sale is reported as a component of accrued interest receivable on the Corporation’s consolidated balance sheet and totaled $ 2,487,000 as of December 31, 2023. Accrued interest receivable on debt securities available for sale is excluded from the estimate of credit losses. ​ All debt securities available for sale in an unrealized loss position, as of December 31, 2023, continue to perform as scheduled and we do not believe that there is a credit loss or that a provision for credit losses is necessary. Also, as part of our evaluation of our intent and ability to hold debt securities for a period of time sufficient to allow for any anticipated recovery in the market, we consider our investment strategies, cash flow needs, liquidity position, capital 78 Table of Contents adequacy and interest rate risk position. We do not currently intend to sell the debt securities within the portfolio and it is not more-likely-than-not that we will be required to sell the debt securities. Management continues to monitor all of our debt securities with a high degree of scrutiny. There can be no assurance that we will not conclude in future periods that conditions existing at that time indicate some or all of its debt securities may be sold or would require a charge to earnings as a provision for credit losses in such periods. ​ Equity Securities ​ At December 31, 2023 and 2022, the Corporation had $ 1,482,000 and $ 1,699,000 , respectively, in equity securities recorded at fair value. The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Net losses from market value fluctuations recognized during the period on equity securities ​ $ ( 217 ) ​ $ ( 93 ) Less: Net gains recognized during the period on equity securities sold during the period ​ — ​ 27 Net losses recognized during the reporting period on equity securities still held at the reporting date ​ $ ( 217 ) ​ $ ( 120 ) ​ The Corporation monitors the equity securities portfolio monthly with particular attention given to securities in a continuous loss position of at least ten percent for over twelve months. Based on the factors described above, management did not consider any equity securities to be impaired at December 31, 2023 or 2022. NOTE 3 — LOANS AND ALLOWANCE FOR CREDIT LOSSES The following table presents the classes of the loan portfolio summarized by risk rating and year of origination and gross charge offs by loan portfolio summarized by year of origination as of December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate: ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ 2019 ​ Prior ​ Total 1-6 Pass $ 110,819 $ 186,729 $ 132,724 $ 110,038 $ 54,543 $ 192,686 $ 787,539 7 Special Mention ​ — ​ — ​ — ​ — ​ — ​ — ​ — 8 Substandard ​ — ​ 86 ​ 587 ​ 3,661 ​ 9,452 ​ 9,598 ​ 23,384 9 Doubtful ​ — ​ — ​ — ​ — ​ — ​ — ​ — Unearned discount ​ — ​ — ​ — ​ — ​ — ​ — ​ — Net deferred loan fees and costs ​ 130 ​ 176 ​ 153 ​ 116 ​ ( 13 ) ​ 8 ​ 570 Total Real Estate Loans $ 110,949 $ 186,991 $ 133,464 $ 113,815 $ 63,982 $ 202,292 $ 811,493 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Agricultural: ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ 2019 ​ Prior ​ Total 1-6 Pass $ — $ 59 $ — $ — $ — $ 611 $ 670 7 Special Mention ​ — ​ — ​ — ​ — ​ — ​ — ​ — 8 Substandard ​ — ​ — ​ — ​ — ​ — ​ — ​ — 9 Doubtful ​ — ​ — ​ — ​ — ​ — ​ — ​ — Unearned discount ​ — ​ — ​ — ​ — ​ — ​ — ​ — Net deferred loan fees and costs ​ — ​ 1 ​ — ​ — ​ — ​ — ​ 1 Total Agricultural Loans $ — $ 60 $ — $ — $ — $ 611 $ 671 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 79 Table of Contents Commercial and Industrial: ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ 2019 ​ Prior ​ Total 1-6 Pass $ 12,672 $ 10,186 $ 5,776 $ 7,439 $ 6,833 $ 22,927 $ 65,833 7 Special Mention ​ — ​ — ​ — ​ — ​ — ​ — ​ — 8 Substandard ​ — ​ — ​ — ​ — ​ — ​ 650 ​ 650 9 Doubtful ​ — ​ — ​ — ​ — ​ — ​ — ​ — Unearned discount ​ — ​ — ​ — ​ — ​ — ​ — ​ — Net deferred loan fees and costs ​ 95 ​ 83 ​ 24 ​ 17 ​ 208 ​ ( 1 ) ​ 426 Total Commercial and Industrial Loans $ 12,767 $ 10,269 $ 5,800 $ 7,456 $ 7,041 $ 23,576 $ 66,909 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer: ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ 2019 ​ Prior ​ Total 1-6 Pass $ 2,415 $ 1,238 $ 926 $ 206 $ 110 $ 802 $ 5,697 7 Special Mention ​ 58 ​ — ​ — ​ — ​ — ​ — ​ 58 8 Substandard ​ — ​ — ​ — ​ — ​ — ​ — ​ — 9 Doubtful ​ — ​ — ​ — ​ — ​ — ​ — ​ — Unearned discount ​ — ​ — ​ — ​ — ​ — ​ — ​ — Net deferred loan fees and costs ​ 38 ​ 20 ​ 8 ​ 2 ​ 1 ​ — ​ 69 Total Consumer Loans $ 2,511 $ 1,258 $ 934 $ 208 $ 111 $ 802 $ 5,824 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ State and Political Subdivisions: ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ 2019 ​ Prior ​ Total 1-6 Pass $ 731 $ 4,095 $ 14,139 $ 1,905 $ — $ 5,303 $ 26,173 7 Special Mention ​ — ​ — ​ — ​ — ​ — ​ — ​ — 8 Substandard ​ — ​ — ​ — ​ — ​ — ​ — ​ — 9 Doubtful ​ — ​ — ​ — ​ — ​ — ​ — ​ — Unearned discount ​ — ​ — ​ — ​ — ​ — ​ — ​ — Net deferred loan fees and costs ​ 2 ​ 1 ​ 4 ​ 1 ​ — ​ — ​ 8 Total State and Political Subdivision Loans $ 733 $ 4,096 $ 14,143 $ 1,906 $ — $ 5,303 $ 26,181 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Loans: ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ 2019 ​ Prior ​ Total 1-6 Pass $ 126,637 $ 202,307 $ 153,565 $ 119,588 $ 61,486 $ 222,329 $ 885,912 7 Special Mention ​ 58 ​ — ​ — ​ — ​ — ​ — ​ 58 8 Substandard ​ — ​ 86 ​ 587 ​ 3,661 ​ 9,452 ​ 10,248 ​ 24,034 9 Doubtful ​ — ​ — ​ — ​ — ​ — ​ — ​ — Unearned discount ​ — ​ — ​ — ​ — ​ — ​ — ​ — Net deferred loan fees and costs ​ 265 ​ 281 ​ 189 ​ 136 ​ 196 ​ 7 ​ 1,074 Total Loans $ 126,960 $ 202,674 $ 154,341 $ 123,385 $ 71,134 $ 232,584 $ 911,078 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ 2019 ​ Prior ​ Total Gross Charge Offs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate $ — $ — $ — $ — $ — $ — $ — Agricultural ​ — ​ — ​ — ​ — ​ — ​ — ​ — Commercial and Industrial ​ — ​ — ​ — ​ — ​ — ​ — ​ — Consumer ​ 2 ​ 23 ​ 13 ​ 2 ​ 4 ​ 13 ​ 57 State and Political Subdivisions ​ — ​ — ​ — ​ — ​ — ​ — ​ — Total Gross Charge Offs $ 2 $ 23 $ 13 $ 2 $ 4 $ 13 $ 57 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 80 Table of Contents ​ ​ ​ ​ ​ ​ ​ State and Political Subdivision loans include loans categorized as tax-free in the amount of $ 26,181,000 as of December 31, 2023. Commercial and Industrial loans include $ 4,470,000 of GGLs as of December 31, 2023. Loans held for sale are included in the Real Estate loans category and carried a balance of $ 214,000 as of December 31, 2023. The activity in the allowance for credit losses by loan class (post adoption of ASU No. 2016-13), is summarized below for the year ended December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ State and ​ ​ ​ Real ​ ​ ​ Commercial ​ ​ ​ Political ​ ​ ​ ​ Estate ​ Agricultural ​ and Industrial ​ Consumer ​ Subdivisions ​ Total As of and for the year ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for Credit Losses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2022 $ 7,483 ​ $ 6 ​ $ 504 ​ $ 84 ​ $ 197 ​ $ 8,274 CECL adoption adjustment ​ ( 717 ) ​ ​ ( 4 ) ​ ​ ( 261 ) ​ ​ 11 ​ ​ ( 148 ) ​ ​ ( 1,119 ) Beginning balance January 1, 2023 ​ 6,766 ​ ​ 2 ​ ​ 243 ​ ​ 95 ​ ​ 49 ​ ​ 7,155 Charge-offs — ​ — ​ — ​ ( 57 ) ​ — ​ ( 57 ) Recoveries 37 ​ — ​ 2 ​ 5 ​ — ​ 44 (Credit) Provision ( 264 ) ​ ( 1 ) ​ 20 ​ 35 ​ ( 7 ) ​ ( 217 ) Ending Balance $ 6,539 ​ $ 1 ​ $ 265 ​ $ 78 ​ $ 42 ​ $ 6,925 Ending balance: individually ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ evaluated for impairment $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Ending balance: collectively ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ evaluated for impairment $ 6,539 ​ $ 1 ​ $ 265 ​ $ 78 ​ $ 42 ​ $ 6,925 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reserve for Unfunded Lending Commitments $ 140 ​ $ — ​ $ 25 ​ $ — ​ $ 1 ​ $ 166 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans Receivable: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ending Balance $ 811,493 ​ $ 671 ​ $ 66,909 ​ $ 5,824 ​ $ 26,181 ​ $ 911,078 Ending balance: individually ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ evaluated for impairment $ 4,005 ​ $ 309 ​ $ 611 ​ $ — ​ $ — ​ $ 4,925 Ending balance: collectively ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ evaluated for impairment $ 807,488 ​ $ 362 ​ $ 66,298 ​ $ 5,824 ​ $ 26,181 ​ $ 906,153 ​ ​ The Corporation’s activity in the allowance for credit losses on unfunded commitments for the year ended December 31, 2023 was as follows: ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ 2023 Balance at December 31, 2022 ​ $ 68 CECL adoption adjustment ​ ​ 147 Credit for credit losses on unfunded commitments ​ ​ ( 49 ) Balance at December 31, 2023 $ 166 ​ ​ ​ ​ ​ 81 Table of Contents The recorded investment, unpaid principal balance, and the related allowance of the Corporation’s individually evaluated loans are summarized below at December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ December 31, 2023 ​ ​ Recorded ​ Recorded ​ ​ ​ ​ Unpaid ​ Unpaid ​ ​ ​ ​ ​ ​ ​ ​ Investment ​ Investment ​ ​ ​ ​ Principal ​ Principal ​ Total ​ ​ ​ ​ ​ With ​ With No ​ Total ​ ​ Balance With ​ Balance With ​ Unpaid ​ ​ ​ ​ ​ ​ Related ​ Related ​ Recorded ​ ​ Related ​ No Related ​ Principal ​ ​ Related ​ ​ Allowance ​ Allowance ​ Investment ​ ​ Allowance ​ Allowance ​ Balance ​ ​ Allowance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate ​ $ — ​ $ 4,005 ​ $ 4,005 ​ ​ $ — ​ $ 5,994 ​ $ 5,994 ​ ​ $ — Agricultural ​ ​ — ​ ​ 309 ​ ​ 309 ​ ​ ​ — ​ ​ 309 ​ ​ 309 ​ ​ ​ — Commercial and Industrial ​ ​ — ​ ​ 611 ​ ​ 611 ​ ​ ​ — ​ ​ 611 ​ ​ 611 ​ ​ ​ — Total ​ $ — ​ $ 4,925 ​ $ 4,925 ​ ​ $ — ​ $ 6,914 ​ $ 6,914 ​ ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The recorded investment represents the loan balance reflected on the consolidated balance sheets net of any charge-offs. The unpaid balance is equal to the gross amount due on the loan. The average recorded investment and interest income recognized for the Corporation’s individually evaluated loans are summarized below for the years ended December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Year Ended December 31, 2023 ​ ​ Average ​ Average ​ ​ ​ ​ Interest ​ Interest ​ ​ ​ ​ ​ Recorded ​ Recorded ​ ​ ​ ​ Income ​ Income ​ ​ ​ ​ ​ Investment ​ Investment ​ Total ​ ​ Recognized ​ Recognized ​ Total ​ ​ With ​ With No ​ Average ​ ​ With ​ With No ​ Interest ​ ​ ​ Related ​ Related ​ Recorded ​ ​ Related ​ Related ​ Income ​ ​ ​ Allowance ​ Allowance ​ Investment ​ ​ Allowance ​ Allowance ​ Recognized ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate ​ $ — ​ $ 4,380 ​ $ 4,380 ​ ​ $ — ​ $ — ​ $ — ​ Agricultural ​ ​ — ​ ​ 309 ​ ​ 309 ​ ​ ​ — ​ ​ 24 ​ ​ 24 ​ Commercial and Industrial ​ ​ — ​ ​ 643 ​ ​ 643 ​ ​ ​ — ​ ​ — ​ ​ — ​ Total ​ $ — ​ $ 5,332 ​ $ 5,332 ​ ​ $ — ​ $ 24 ​ $ 24 ​ Of the $ 24,000 in interest income recognized on individually evaluated loans for the year ended December 31, 2023, $ 0 in interest income was recognized with respect to non-accrual loans. The following table presents the collateral-dependent loans by segment for the year ended December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ December 31, 2023 ​ Real Estate Other Real Estate ​ $ 4,005 ​ $ — Agricultural ​ ​ — ​ ​ 309 Commercial and Industrial ​ ​ — ​ ​ 611 Total ​ $ 4,005 ​ $ 920 ​ At December 31, 2023, there were no commitments to lend additional funds with respect to individually evaluated loans. 82 Table of Contents Total non-performing assets (which includes loans receivable on non-accrual status, foreclosed assets held for resale and loans past-due 90 days or more and still accruing interest) as of December 31, 2023 and 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ December 31, ​ December 31, ​ 2023 2022 Real Estate ​ $ 4,005 ​ $ 4,387 Agricultural ​ ​ — ​ ​ — Commercial and Industrial ​ ​ 611 ​ ​ 664 Consumer ​ — ​ ​ — State and Political Subdivisions ​ — ​ — Total non-accrual loans ​ 4,616 ​ 5,051 Foreclosed assets held for resale ​ — ​ — Loans past-due 90 days or more and still accruing interest ​ 1,065 ​ 308 Total non-performing assets ​ $ 5,681 ​ $ 5,359 ​ If interest on non-accrual loans had been accrued at original contract rates, interest income would have increased by $ 2,488,000 in 2023 and $ 2,174,000 in 2022. There were no foreclosed assets held for resale at December 31, 2023 or December 31, 2022. Consumer mortgage loans secured by residential real estate for which the Corporation has entered into formal foreclosure proceedings but for which physical possession of the property has yet to be obtained amounted to $ 138,000 at December 31, 2023 and $ 41,000 at December 31, 2022. These balances were not included in foreclosed assets held for resale at December 31, 2023 or December 31, 2022. The following tables present the classes of the loan portfolio summarized by the past-due status at December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 90 Days ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Or Greater ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Past Due ​ ​ ​ ​ ​ ​ ​ ​ 90 Days ​ ​ ​ ​ ​ Current- ​ ​ ​ ​ and Still ​ ​ 30-59 Days ​ 60-89 Days ​ or Greater ​ Total ​ ​ 29 Days ​ Total ​ Accruing ​ ​ Past Due ​ Past Due ​ Past Due ​ Past Due ​ Past Due ​ Loans ​ Interest December 31, 2023: ​ ​ ​ ​ ​ ​ ​ Real Estate ​ $ 2,155 ​ $ 379 ​ $ 5,069 ​ $ 7,603 ​ $ 803,890 ​ $ 811,493 ​ $ 1,065 Agricultural ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 671 ​ ​ 671 ​ ​ — Commercial and Industrial ​ ​ 6 ​ ​ — ​ ​ 591 ​ ​ 597 ​ ​ 66,312 ​ ​ 66,909 ​ ​ — Consumer ​ 21 ​ 4 ​ — ​ 25 ​ 5,799 ​ 5,824 ​ — State and Political Subdivisions ​ — ​ — ​ — ​ — ​ 26,181 ​ 26,181 ​ — Total ​ $ 2,182 ​ $ 383 ​ $ 5,660 ​ $ 8,225 ​ $ 902,853 ​ $ 911,078 ​ $ 1,065 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 90 Days ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Or Greater ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Past Due ​ ​ ​ ​ ​ ​ ​ ​ 90 Days ​ ​ ​ ​ ​ Current- ​ ​ ​ ​ and Still ​ ​ 30-59 Days ​ 60-89 Days ​ or Greater ​ Total ​ ​ 29 Days ​ Total ​ Accruing ​ ​ Past Due ​ Past Due ​ Past Due ​ Past Due ​ Past Due ​ Loans ​ Interest December 31, 2022: ​ ​ ​ ​ ​ ​ ​ Real Estate ​ $ 2,682 ​ $ 59 ​ $ 4,694 ​ $ 7,435 ​ $ 757,445 ​ $ 764,880 ​ $ 308 Agricultural ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 860 ​ ​ 860 ​ ​ — Commercial and Industrial ​ ​ 61 ​ ​ 63 ​ ​ 640 ​ ​ 764 ​ ​ 55,313 ​ ​ 56,077 ​ ​ — Consumer ​ 11 ​ 2 ​ — ​ 13 ​ 5,694 ​ 5,707 ​ — State and Political Subdivisions ​ — ​ — ​ — ​ — ​ 30,945 ​ 30,945 ​ — Total ​ $ 2,754 ​ $ 124 ​ $ 5,334 ​ $ 8,212 ​ $ 850,257 ​ $ 858,469 ​ $ 308 ​ ​ ​ 83 Table of Contents Pre-ASU No. 2016-13 Disclosures: ​ For periods prior to the adoption of ASU No. 2016-13, when management deemed the collection of contractual cashflows was unlikely for a specific instrument (mainly non-accrual loans and TDRs, then referred to as impaired loans), a specific reserve was calculated under ASC 310-10. Management further calculated a general reserve for performing assets under its previous methodology, following ASC 450-20 which utilized historical loss experience and qualitative factor adjustments to arrive at a calculated allowance for loan losses. ​ Upon adoption of ASU No. 2016-13, the classes of the loan portfolio were updated to match the segmentation used under the CECL model and have been updated from Commercial and Industrial, Commercial Real Estate, Residential Real Estate, and Consumer to Real Estate, Agricultural, Commercial and Industrial, Consumer, and State and Political Subdivisions. Comparative, pre-ASU No. 2016-13 adoption data has not been updated to reflect the new loan classes/segmentation utilized under the CECL model. ​ The following table presents the classes of the loan portfolio summarized by risk rating as of December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and Industrial ​ Commercial Real Estate ​ ​ December 31, ​ December 31, ​ ​ 2022 2022 Grade: ​ ​ 1-6 Pass ​ $ 85,845 ​ $ 591,309 7 Special Mention ​ — ​ 634 8 Substandard ​ 725 ​ 18,781 9 Doubtful ​ — ​ — Add (deduct): Unearned discount ​ — ​ — Net deferred loan fees and costs ​ 429 ​ 825 Total loans ​ $ 86,999 ​ $ 611,549 ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Real Estate Including Home Equity ​ Consumer ​ ​ December 31, ​ December 31, ​ ​ 2022 2022 Grade: ​ ​ 1-6 Pass ​ $ 153,902 ​ $ 5,349 7 Special Mention ​ — ​ — 8 Substandard ​ 795 ​ — 9 Doubtful ​ — ​ — Add (deduct): Unearned discount ​ — ​ — Net deferred loan fees and costs ​ ( 191 ) ​ 66 Total loans ​ $ 154,506 ​ $ 5,415 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Loans ​ ​ ​ December 31, ​ ​ 2022 Grade: ​ ​ ​ ​ 1-6 Pass ​ ​ ​ ​ $ 836,405 7 Special Mention ​ ​ ​ ​ 634 8 Substandard ​ ​ ​ ​ 20,301 9 Doubtful ​ ​ ​ ​ — Add (deduct): Unearned discount ​ ​ ​ ​ — Net deferred loan fees and costs ​ ​ ​ ​ 1,129 Total loans ​ ​ ​ ​ $ 858,469 ​ ​ 84 Table of Contents The activity in the allowance for loan losses by loan class (prior to adoption of ASU No. 2016-13), is summarized below for the year ended December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) Commercial Commercial Residential ​ ​ ​ ​ ​ ​ ​ and Industrial ​ Real Estate ​ Real Estate ​ Consumer ​ Unallocated ​ Total As of and for the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for Loan Losses: ​ ​ ​ ​ ​ ​ Beginning balance $ 681 ​ $ 5,408 ​ $ 1,539 ​ $ 84 ​ $ 968 ​ $ 8,680 Charge-offs ( 158 ) ​ ( 3 ) ​ ( 12 ) ​ ( 33 ) ​ — ​ ( 206 ) Recoveries 3 ​ 40 ​ 16 ​ 5 ​ — ​ 64 Provision (Credit) 178 ​ 487 ​ 14 ​ 25 ​ ( 968 ) ​ ( 264 ) Ending Balance $ 704 ​ $ 5,932 ​ $ 1,557 ​ $ 81 ​ $ — ​ $ 8,274 Ending balance: individually ​ ​ ​ ​ ​ evaluated for impairment $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Ending balance: collectively ​ ​ ​ ​ ​ evaluated for impairment $ 704 ​ $ 5,932 ​ $ 1,557 ​ $ 81 ​ $ — ​ $ 8,274 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans Receivable: ​ ​ ​ ​ ​ Ending Balance $ 86,999 ​ $ 611,549 ​ $ 154,506 ​ $ 5,415 ​ $ — ​ $ 858,469 Ending balance: individually ​ ​ ​ ​ ​ evaluated for impairment $ 973 ​ $ 9,495 ​ $ 739 ​ $ — ​ $ — ​ $ 11,207 Ending balance: collectively ​ ​ ​ ​ ​ evaluated for impairment $ 86,026 ​ $ 602,054 ​ $ 153,767 ​ $ 5,415 ​ $ — ​ $ 847,262 ​ The outstanding recorded investment of loans categorized as TDRs as of December 31, 2022 was $ 7,480,000 . There were no unfunded commitments on TDRs at December 31, 2022. During the year ended December 31, 2022, two loans with a combined post modification balance of $ 515,000 were modified as TDRs. The loan modifications for the year ended December 31, 2022 consisted of two payment modifications. The following table presents the outstanding recorded investment of TDRs at the dates indicated: ​ ​ ​ ​ ​ (Dollars in thousands) December 31, ​ ​ 2022 Non-accrual TDRs ​ $ 1,324 Accruing TDRs ​ 6,156 Total ​ $ 7,480 ​ At December 31, 2022, three commercial and industrial loans classified as TDRs with a combined recorded investment of $ 664,000 and five commercial real estate loans classified as TDRs with a combined recorded investment of $ 684,000 were not in compliance with the terms of their restructure. Of the loans that were modified as TDRs within the twelve months preceding December 31, 2022, no loans experienced payment defaults during the year ended December 31, 2022. ​ ​ ​ ​ 85 Table of Contents The following table presents information regarding the loan modifications categorized as TDRs during the year ended December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Year Ended December 31, 2022 ​ ​ ​ ​ Pre-Modification ​ Post-Modification ​ ​ ​ ​ ​ ​ ​ Outstanding ​ Outstanding ​ ​ ​ ​ ​ Number of ​ Recorded ​ Recorded ​ Recorded ​ ​ Contracts ​ Investment ​ Investment ​ Investment Commercial Real Estate ​ 2 ​ $ 481 ​ $ 515 ​ $ 501 Total ​ 2 ​ $ 481 ​ $ 515 ​ $ 501 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The following table provides detail regarding the types of loan modifications made for loans categorized as TDRs during the year ended December 31, 2022 with the total number of each type of modification performed. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2022 ​ Rate ​ Term ​ Payment ​ Number ​ ​ Modification ​ Modification ​ Modification ​ Modified Commercial Real Estate ​ — ​ — ​ 2 ​ 2 Total ​ — ​ — ​ 2 ​ 2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The recorded investment, unpaid principal balance, and the related allowance of the Corporation’s impaired loans are summarized below at December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ December 31, 2022 ​ ​ Recorded ​ Recorded ​ ​ ​ ​ Unpaid ​ Unpaid ​ ​ ​ ​ ​ ​ ​ ​ Investment ​ Investment ​ ​ ​ ​ Principal ​ Principal ​ Total ​ ​ ​ ​ ​ With ​ With No ​ Total ​ ​ Balance With ​ Balance With ​ Unpaid ​ ​ ​ ​ ​ ​ Related ​ Related ​ Recorded ​ ​ Related ​ No Related ​ Principal ​ ​ Related ​ ​ Allowance ​ Allowance ​ Investment ​ ​ Allowance ​ Allowance ​ Balance ​ ​ Allowance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and Industrial ​ $ — ​ $ 973 ​ $ 973 ​ ​ $ — ​ $ 973 ​ $ 973 ​ ​ $ — Commercial Real Estate ​ ​ — ​ ​ 9,495 ​ ​ 9,495 ​ ​ ​ — ​ ​ 12,430 ​ ​ 12,430 ​ ​ ​ — Residential Real Estate ​ ​ — ​ ​ 739 ​ ​ 739 ​ ​ ​ — ​ ​ 771 ​ ​ 771 ​ ​ ​ — Total ​ $ — ​ $ 11,207 ​ $ 11,207 ​ ​ $ — ​ $ 14,174 ​ $ 14,174 ​ ​ $ — ​ At December 31, 2022, $ 7,480,000 of loans classified as TDRs were included in impaired loans with a total allocated allowance of $ 0 at December 31, 2022. The recorded investment represents the loan balance reflected on the consolidated balance sheets net of any charge-offs. The unpaid balance is equal to the gross amount due on the loan. ​ ​ ​ ​ ​ ​ ​ ​ 86 Table of Contents The average recorded investment and interest income recognized for the Corporation’s impaired loans are summarized below for the year ended December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Year Ended December 31, 2022 ​ ​ Average ​ Average ​ ​ ​ ​ Interest ​ Interest ​ ​ ​ ​ ​ Recorded ​ Recorded ​ ​ ​ ​ Income ​ Income ​ ​ ​ ​ ​ Investment ​ Investment ​ Total ​ ​ Recognized ​ Recognized ​ Total ​ ​ With ​ With No ​ Average ​ ​ With ​ With No ​ Interest ​ ​ ​ Related ​ Related ​ Recorded ​ ​ Related ​ Related ​ Income ​ ​ ​ Allowance ​ Allowance ​ Investment ​ ​ Allowance ​ Allowance ​ Recognized ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and Industrial ​ $ — ​ $ 992 ​ $ 992 ​ ​ $ — ​ $ 14 ​ $ 14 ​ Commercial Real Estate ​ ​ — ​ ​ 10,741 ​ ​ 10,741 ​ ​ ​ — ​ ​ 294 ​ ​ 294 ​ Residential Real Estate ​ ​ — ​ ​ 841 ​ ​ 841 ​ ​ ​ — ​ ​ 1 ​ ​ 1 ​ Total ​ $ — ​ $ 12,574 ​ $ 12,574 ​ ​ $ — ​ $ 309 ​ $ 309 ​ ​ Of the $ 309,000 in interest income recognized on impaired loans for the year ended December 31, 2022, $ 0 in interest income was recognized with respect to non-accrual loans. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ . ​ NOTE 4 — PREMISES AND EQUIPMENT, NET Premises and equipment, net at December 31, 2023 and 2022 is as follows: (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Useful ​ ​ ​ ​ ​ ​ Life (in years) ​ 2023 ​ 2022 Land N/A $ 3,744 ​ $ 3,744 Buildings 5 - 40 ​ 23,197 ​ 22,114 Leasehold improvements 1 - 20 ​ 338 ​ 335 Equipment 3 - 25 ​ 8,352 ​ 7,937 ​ ​ 35,631 ​ 34,130 Less: Accumulated depreciation ​ 16,020 ​ 15,106 Total ​ $ 19,611 ​ $ 19,024 ​ Depreciation amounted to $ 1,050,000 for 2023 and $ 1,026,000 for 2022 in the consolidated statements of income. ​ NOTE 5 — DEPOSITS Major classifications of deposits at December 31, 2023 and 2022 consisted of: ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) December 31, ​ December 31, ​ ​ 2023 2022 Non-interest bearing demand $ 198,569 ​ $ 231,754 Interest bearing demand ​ 275,472 ​ 335,559 Savings ​ 212,280 ​ 260,086 Time certificates of deposits less than $250,000 ​ 259,841 ​ 151,575 Time certificates of deposits $250,000 or greater ​ 33,185 ​ 13,400 Other time ​ 1,092 ​ 1,125 Total deposits ​ $ 980,439 ​ $ 993,499 ​ Total deposits decreased $ 13,060,000 to $ 980,439,000 as of December 31, 2023 due to decreases in non-interest bearing demand, interest bearing demand and savings accounts while time deposits increased due to higher rate 87 Table of Contents CD offerings in 2023. The decrease in deposits was mainly the result of a $ 60,884,000 decrease in municipal deposits offset by an increase of $ 40,250,000 in brokered CDs, along with other normal fluctuations in deposits during 2023. As of December 31, 2023 the Corporation had $ 65,250,000 in brokered deposits (CDs) as compared to $ 20,000,000 at December 31, 2022. The following is a schedule reflecting classification and remaining maturities of time deposits at December 31, 2023: (Dollars in thousands) ​ ​ ​ ​ Year Ending ​ ​ 2024 ​ $ 210,589 2025 ​ 27,592 2026 ​ 28,108 2027 ​ 3,020 2028 ​ 19,309 Thereafter ​ 5,500 Total time deposits ​ $ 294,118 ​ ​ NOTE 6 — SHORT-TERM BORROWINGS Short-term borrowings include federal funds purchased, securities sold under agreements to repurchase, Federal Discount Window, and FHLB advances, which generally represent overnight or less than 30 -day borrowings. Short-term borrowings and weighted-average interest rates at and for the years ended December 31, 2023 and 2022 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ December 31, 2023 ​ ​ December 31, 2022 ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Average ​ ​ Amount Rate ​ Amount Rate Federal funds purchased $ — ​ 6.57 % ​ $ — — % Securities sold under agreements to repurchase ​ 19,708 ​ 3.28 % ​ 20,368 0.84 % ​ Federal Discount Window ​ 1 ​ 4.99 % ​ — 2.78 % ​ Federal Home Loan Bank of Pittsburgh ​ 133,759 ​ 5.45 % ​ 133,050 2.82 % ​ Total ​ $ 153,468 ​ 5.21 % ​ $ 153,418 2.21 % ​ ​ At December 31, 2023, the maximum borrowing capacity of federal funds purchased and the Federal Discount Window was $ 15,000,000 and $ 8,547,000 , respectively. Please refer to Note 7 ― Long-Term Borrowings for the Corporation’s maximum borrowing capacity at FHLB. Securities Sold Under Agreements to Repurchase (“Repurchase Agreements”) The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Corporation may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Corporation to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing agreements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability on the Corporation’s consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. In other words, there is not offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Corporation does not enter into reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements. The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Corporation be in default (e.g., fails to make an 88 Table of Contents interest payment to the counterparty). The collateral is held by a correspondent bank in the counterparty’s custodial account. The counterparty has the right to sell or repledge the investment securities. The following table presents the short-term borrowings subject to an enforceable master netting arrangement or repurchase agreements as of December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ Gross Net Amounts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts ​ of Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Offset ​ Presented ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ in the ​ in the ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts of ​ Consolidated ​ Consolidated ​ ​ ​ ​ Cash ​ ​ ​ ​ ​ Recognized ​ Balance ​ Balance ​ Financial ​ Collateral ​ Net ​ ​ Liabilities ​ Sheet ​ Sheet ​ Instruments ​ Pledge ​ Amount December 31, 2023 ​ ​ ​ ​ ​ ​ Repurchase agreements (a) ​ $ 19,708 ​ $ — ​ $ 19,708 ​ $ ( 19,708 ) ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ ​ Repurchase agreements (a) ​ $ 20,368 ​ $ — ​ $ 20,368 ​ $ ( 20,368 ) ​ $ — ​ $ — (a) As of December 31, 2023 and 2022, the fair value of securities pledged in connection with repurchase agreements was $ 28,902,000 and $ 34,160,000 , respectively . The following table presents the remaining contractual maturity of the master netting arrangement or repurchase agreements as of December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Remaining Contractual Maturity of the Agreements ​ ​ Overnight ​ ​ ​ ​ Greater ​ Greater ​ ​ ​ ​ ​ and ​ Up to ​ 30 -90 ​ than ​ ​ ​ ​ ​ Continuous ​ 30 days ​ Days ​ 90 Days ​ Total December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Repurchase agreements and repurchase-to-maturity transactions: ​ ​ ​ ​ ​ U.S. Treasury and/or agency securities ​ $ 19,708 ​ $ — ​ $ — ​ $ — ​ $ 19,708 Total ​ $ 19,708 ​ $ — ​ $ — ​ $ — ​ $ 19,708 ​ ​ NOTE 7 — LONG-TERM BORROWINGS Long-term borrowings are comprised of advances from FHLB. Under terms of a blanket agreement, collateral for the FHLB loans is certain qualifying assets of the Bank. The qualifying assets are real estate mortgages and certain investment securities. A schedule of long-term borrowings by maturity as of December 31, 2023 and 2022 follows: (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Due 2023, 2.96 % ​ $ — ​ $ 3,000 Due 2024, 1.68 % ​ 20,000 ​ 20,000 Due 2026, 4.62 % to 4.92 % ​ 60,000 ​ — Due 2028, 4.46 % to 5.14 % ​ ​ 42,000 ​ ​ 2,000 Total long-term borrowings ​ $ 122,000 ​ $ 25,000 ​ The Corporation’s long-term borrowings consist of notes at fixed interest rates. Upon any default, under the terms of a master agreement, FHLB may declare all indebtedness of the Corporation immediately due. In addition, FHLB shall not be required to fund advances under any outstanding commitments. ​ 89 Table of Contents Irrevocable standby letters of credit may be issued to a customer/beneficiary by the FHLB on the Corporation’s behalf in order to secure public/municipal unit deposits, provide credit enhancement to certain transaction types, or to support payment obligations to third parties. These irrevocable standby letters of credit are supported by an irrevocable and independent guarantee by the FHLB for the Corporation’s pledging obligation to secure public/municipal unit deposits which eliminates the need for the Corporation to pledge collateral in the amount necessary to secure these funds. There were no irrevocable standby letters of credit which could be drawn on through FHLB’s close of business on December 31, 2023 or 2022. Any irrevocable standby letters of credit are issued as necessary in an amount appropriate to secure specific public/municipal unit deposits. Under terms of a blanket agreement, collateral for the FHLB loans and letters of credit consists of certain qualifying assets of the Bank. Principal qualifying assets are certain real estate mortgages and investment securities. As of December 31, 2023, loans of $ 740,384,000 were pledged to FHLB which resulted in a FHLB maximum borrowing capacity of $ 517,782,000 . As of December 31, 2023, no securities were pledged as collateral to FHLB to secure FHLB loans and letters of credit. ​ NOTE 8 — SUBORDINATED DEBENTURES On December 10, 2020, the Corporation issued $ 25,000,000 aggregate principal amount of Subordinated Notes due 2030 (the “2020 Notes”) to accredited investors. The 2020 Notes are intended to be treated as Tier 2 capital for regulatory capital purposes. The Corporation utilized the net proceeds it received from the sale of the 2020 Notes to support organic growth and for general corporate purposes. The 2020 Notes bear a fixed interest rate of 4.375 % per year for the first five years and then float based on a benchmark rate (as defined). Interest is payable semi-annually in arrears on June 30 and December 31 of each year, which began on June 30, 2021, for the first five years after issuance and will be payable quarterly in arrears thereafter on March 31, June 30, September 30 and December 31. The 2020 Notes will mature on December 31, 2030 and are redeemable in whole or in part, without premium or penalty, at any time on or after December 31, 2025 and prior to December 31, 2030. Additionally, if all or any portion of the 2020 Notes cease to be deemed Tier 2 capital, the Corporation may redeem, in whole and not in part, at any time upon giving not less than ten days ’ notice, an amount equal to one hundred percent ( 100 %) of the principal amount outstanding plus accrued but unpaid interest to but excluding the date fixed for redemption. Holders of the 2020 Notes may not accelerate the maturity of the 2020 Notes, except upon the bankruptcy, insolvency, liquidation, receivership or similar law of the Corporation or the Bank. NOTE 9 — INCOME TAXES The current and deferred components of the income tax expense consisted of the following: (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Federal ​ ​ Current ​ $ 431 ​ $ 2,180 Deferred ​ 253 ​ 114 Income tax expense ​ $ 684 ​ $ 2,294 ​ 90 Table of Contents The following is a reconciliation between the income tax expense and the amount of income taxes which would have been provided at the statutory rate of 21 %: (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2022 ​ Amount Rate Amount Rate Federal income tax at statutory rate ​ $ 1,311 21.0 % $ 3,427 21.0 % Tax-exempt income ​ ( 106 ) ( 1.7 ) ​ ( 749 ) ( 4.6 ) ​ Low-income housing credits ​ ( 484 ) ( 7.7 ) ​ ( 249 ) ( 1.5 ) ​ Bank owned life insurance income ​ ( 130 ) ( 2.1 ) ​ ( 125 ) ( 0.7 ) ​ Prior year tax adjustments ​ ​ 82 ​ 1.3 ​ ​ — ​ — ​ Other ​ 11 0.2 ​ ( 10 ) ( 0.1 ) ​ Income tax expense and rate ​ $ 684 11.0 % $ 2,294 14.1 % ​ The components of the net deferred tax asset at December 31, 2023 and 2022 are as follows: (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Deferred Tax Assets: ​ ​ Net unrealized losses on debt securities available-for-sale and derivatives ​ $ 7,880 ​ $ 7,857 Allowance for loan losses ​ ​ 1,454 ​ ​ 1,738 Provision for unfunded commitments ​ 35 ​ 14 Deferred compensation ​ 218 ​ 238 Contributions ​ 4 ​ 6 Accrued rent expense ​ ​ 106 ​ ​ 103 Operating lease liabilities ​ ​ 415 ​ ​ 426 Finance lease liabilities ​ ​ — ​ ​ 1 Limited partnership investments ​ 322 ​ 313 Impairment loss on securities ​ 4 ​ 4 Deferred health insurance ​ ​ 53 ​ ​ 48 Capital and net operating loss carry forwards ​ 285 ​ 258 Valuation allowance related to state net operating losses ​ ​ ( 285 ) ​ ​ ( 258 ) Total ​ 10,491 ​ 10,748 Deferred Tax Liabilities: ​ ​ Loan fees and costs ​ 225 ​ 237 Net unrealized gains on marketable equity securities ​ ​ 231 ​ ​ 319 Operating lease right-of-use assets ​ ​ 415 ​ ​ 426 Accumulated depreciation ​ 438 ​ 287 Accretion ​ 172 ​ 36 Mortgage servicing rights ​ 58 ​ 57 Intangibles ​ 257 ​ 257 Total ​ 1,796 ​ 1,619 Net Deferred Tax Asset ​ $ 8,695 ​ $ 9,129 ​ A valuation allowance for deferred tax assets was recorded in the amount of $ 285,000 and $ 258,000 at December 31, 2023 and 2022, respectively. The valuation allowance relates to state net operating loss carryforwards for which realizability is uncertain. At December 31, 2023 and 2022, the Corporation had state net operating loss carryforwards, net of a valuation allowance, of $ 0 , which are available to offset future state taxable income, and expire at various dates through 2043 . In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is 91 Table of Contents dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible and tax planning strategies, management believes it is more likely than not that the Corporation will realize the benefits of these deferred tax assets, net of any valuation allowance at December 31, 2023. The Corporation did not have any uncertain tax positions at December 31, 2023 and 2022. The Corporation and its subsidiary file a consolidated federal income tax return. The Corporation is no longer subject to examination by Federal or State taxing authorities for the years before 2020. ​ NOTE 10 — EMPLOYEE BENEFIT PLANS AND DEFERRED COMPENSATION AGREEMENTS The Corporation maintains a 401k Plan which has a combined tax qualified savings feature and profit sharing feature for the benefit of its employees. Effective January 1, 2014, the Plan became a Safe Harbor Plan. Under the savings feature, the Corporation makes safe harbor matching contributions of 100 % of the first 3 % of compensation an employee contributes to the Plan and 50 % of the next 2 % of compensation an employee contributes to the Plan. The safe harbor matching contributions amounted to $ 405,000 and $ 352,000 in 2023 and 2022, respectively. Under the profit sharing feature, contributions, at the discretion of the Board of Directors, are funded currently and amounted to $ 306,000 and $ 442,000 in 2023 and 2022, respectively. The Corporation also has non-qualified deferred compensation agreements with one of its current officers and five retired officers. These agreements are essentially unsecured promises by the Corporation to make monthly payments to the officers over fifteen or twenty year periods. Payments begin based upon specific criteria — generally, when the officer retires. To account for the cost of payments yet to be made in the future, the Corporation recognizes an accrued liability in years prior to when payments begin based on the present value of those future payments. The Corporation’s accrued liability for these deferred compensation agreements, reported in other liabilities on the consolidated balance sheets, as of December 31, 2023 and 2022, was $ 759,000 and $ 848,000 , respectively. The related expense for these agreements, reported in salaries and employee benefits on the consolidated statements of income, amounted to $ 31,000 and $ 36,000 in 2023 and 2022, respectively. ​ NOTE 11 — COMMITMENTS AND CONTINGENCIES In the normal course of business, there are various pending legal actions and proceedings that are not reflected in the consolidated financial statements. Management does not believe the outcome of these actions and proceedings will have a material effect on the consolidated financial position of the Corporation. The Corporation currently leases two branch banking facilities and one parcel of land under operating leases. At December 31, 2023, right-of-use assets and lease liabilities were recorded related to these operating leases totaling $ 1,472,000 and $ 1,976,000 , respectively, in the consolidated balance sheets. Options to extend or terminate a lease may be included in our lease agreements. When it is reasonably certain that we will exercise those options, the right-of-use asset and lease liability will reflect the renewal or termination option. No significant assumptions or judgements were made in determining whether a contract contained a lease or in the consideration of lease versus non-lease components. None of the leases contained an implicit rate; therefore, our incremental borrowing rate was used for each of the leases. The Corporation recognized total operating lease costs for the years ended December 31, 2023 and 2022 of $ 220,000 and $ 191,000 , respectively. Cash payments totaled $ 204,000 and $ 177,000 for the years ended December 31, 2023 and 2022, respectively, in the consolidated statements of income. The Corporation’s one finance lease for equipment expired as of August 31, 2023. The equipment will continue to depreciate for an additional two years . At December 31, 2023, right-of-use assets and lease liabilities were recorded related to this finance lease totaling $ 32,000 and $ 0 , respectively. Amounts recognized as right-of-use assets related to finance leases are included in premises and equipment, net in the accompanying consolidated balance sheets. Further 92 Table of Contents options to extend or terminate the lease are not applicable. No significant assumptions or judgements were made in determining whether a contract contained a lease or in the consideration of lease versus non-lease components. The lease does not contain an implicit rate; therefore, our incremental borrowing rate was used for the lease. Total finance lease costs that were recognized by the Corporation for the years ended December 31, 2023 and 2022 were immaterial. Cash payments totaled $ 7,000 and $ 10,000 for the years ended December 31, 2023 and 2022, respectively. The following table displays the weighted-average term and discount rates for operating and finance leases outstanding as of December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ December 31, ​ December 31, ​ ​ December 31, ​ ​ 2023 ​ ​ 2022 ​ ​ 2023 ​ ​ 2022 ​ ​ ​ Operating Operating ​ ​ Finance Finance ​ Weighted-average term (years) 19.75 ​ 20.56 ​ ​ - ​ 0.67 ​ Weighted-average discount rate 4.22 % ​ 4.23 % ​ ​ -% ​ 0.68 % ​ ​ A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liability is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ 2023 2022 2023 2022 Minimum Lease Payments due: ​ Operating ​ Operating ​ Finance ​ Finance Within one year ​ $ 175 ​ $ 175 ​ $ — ​ $ 7 After one but within two years ​ 140 ​ 140 ​ — ​ — After two but within three years ​ 140 ​ 140 ​ — ​ — After three but within four years ​ 154 ​ 140 ​ — ​ — After four but within five years ​ 157 ​ 154 ​ — ​ — After five years ​ 2,317 ​ 2,474 ​ — ​ — Total undiscounted cash flows ​ 3,083 ​ 3,223 ​ — ​ 7 Discount on cash flows ​ ( 1,107 ) ​ ( 1,194 ) ​ — ​ ( 1 ) Total lease liability ​ $ 1,976 ​ $ 2,029 ​ $ — ​ $ 6 ​ ​ ​ NOTE 12 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives The Corporation uses various financial instruments, including derivatives, to manage its exposure to interest rate risk. The Corporation’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Corporation’s known or expected cash receipts and cash payments principally related to specific assets and short-term wholesale funding positions. The Corporation entered into four swap contracts effective September 20, 2023. ​ ​ ​ ​ ​ 93 Table of Contents Fair Values of Derivative Instruments on the Statement of Financial Condition The tables below present the fair value of the Corporation’s derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2023, and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ December 31, 2023 ​ Derivative Assets ​ ​ Derivative Liabilities ​ ​ Location ​ ​ Fair Value ​ ​ Location ​ ​ Fair Value Derivatives designated as hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps ​ Other Assets ​ $ — ​ ​ Other Liabilities ​ $ 4,501 Total ​ ​ ​ $ — ​ ​ ​ ​ $ 4,501 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ December 31, 2022 ​ Derivative Assets ​ ​ Derivative Liabilities ​ ​ Location ​ ​ Fair Value ​ ​ Location ​ ​ Fair Value Derivatives designated as hedging instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest rate swaps ​ Other Assets ​ $ — ​ ​ Other Liabilities ​ $ — Total ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ The following table presents the derivative liabilities subject to an enforceable master netting arrangement as of December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Net Amounts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts ​ of Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Offset ​ Presented ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ in the ​ in the ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Amounts of ​ Consolidated ​ Consolidated ​ ​ ​ ​ Cash ​ ​ ​ ​ ​ Recognized ​ Balance ​ Balance ​ Financial ​ Collateral ​ Net ​ ​ Liabilities ​ Sheet ​ Sheet ​ Instruments ​ Pledge ​ Amount December 31, 2023 ​ ​ ​ ​ ​ ​ Derivatives ​ $ 4,501 ​ $ — ​ $ 4,501 ​ $ — ​ $ ( 4,501 ) ​ $ — ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ ​ ​ Derivatives ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ The following table presents the remaining contractual maturity of the master netting arrangements as of December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining Contractual Maturity of the Agreements ​ ​ ​ ​ ​ ​ ​ ​ ​ Greater ​ ​ ​ (Dollars in thousands) ​ Up to ​ 1 to 3 ​ 3 to 5 ​ than ​ ​ ​ ​ ​ 1 Year ​ Years ​ Years ​ 5 Years ​ Total December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivatives ​ $ — ​ $ — ​ $ 4,501 ​ $ — ​ $ 4,501 Total ​ $ — ​ $ — ​ $ 4,501 ​ $ — ​ $ 4,501 ​ Fair Value Hedges of Interest Rate Risk The Corporation is exposed to changes in the fair value of certain of its fixed-rate assets due to changes in benchmark interest rates. The Corporation uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rates. Interest rate swaps designated as fair 94 Table of Contents value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Corporation receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. Such derivatives are used to hedge the changes in fair value of certain of its pools of fixed rate assets. As of December 31, 2023, the Corporation had a total of two interest rate swaps with a combined notional amount of $ 50,000,000 hedging fixed-rate available-for-sale debt securities. As of December 31, 2023, and December 31, 2022, the following amounts were recorded on the balance sheet related to the cumulative basis adjustment for fair value hedges: ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ December 31, ​ December 31, ​ 2023 ​ 2022 Carrying amount of hedged assets: ​ Closed Portfolio Amount ​ Closed Portfolio Amount Available-for-sale - Municipals $ 50,964 $ — Available-for-sale - MBS ​ 35,806 ​ — Total $ 86,770 $ — ​ ​ ​ ​ ​ Interest rate swaps notional amount $ 50,000 $ — ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ December 31, ​ December 31, ​ 2023 ​ 2022 Cumulative amount of fair value hedging adjustment included in the carrying amount of assets: ​ ​ ​ ​ Available-for-sale - Municipals $ ( 1,230 ) $ — Available-for-sale - MBS ​ ( 407 ) ​ — Total $ ( 1,637 ) $ — ​ The table below presents the pre-tax effects of the Corporation’s derivative instruments designated as fair value hedges on the consolidated statements of income for the years ended December 31, 2023, and 2022: ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ December 31, ​ 2023 ​ 2022 Amount of loss recognized in other comprehensive loss $ ( 1,637 ) $ — Amount of gain, net of fair value re-measurements, included in interest income ​ 168 ​ — ​ Cash Flow Hedges of Interest Rate Risk The Corporation uses derivatives to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Corporation has entered into interest rate swaps as part of its interest rate risk management strategy. These interest rate products are designated as cash flow hedges. As of December 31, 2023, the Corporation had a total of two interest rate swaps with a combined notional amount of $ 100,000,000 hedging specific short-term wholesale funding positions. For derivatives designated as cash flow hedges, the gain or loss on the derivatives is recorded in other comprehensive loss and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. During the next twelve months, it is estimated that an additional $ 404,000 will be reclassified as a decrease to interest expense. Interest rate swaps designated as cash flow hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Corporation receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. For cash flow hedges on the Corporation’s short-term wholesale funding positions, amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense 95 Table of Contents as interest payments are made on the Corporation’s hedged variable rate short-term wholesale funding positions. During the year ended December 31, 2023, the Corporation reclassified $ 274,000 as a reduction in interest expense. The table below presents the pre-tax effects of the Corporation’s derivative instruments designated as cash flow hedges on the Consolidated Statements of Income for the years ended December 31, 2023, and 2022: ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ December 31, ​ 2023 ​ 2022 Amount of loss recognized in other comprehensive loss $ ( 2,885 ) $ — Amount of gain reclassified from accumulated other comprehensive loss to interest expense ​ 274 ​ — ​ ​ ​ ​ ​ Interest rate swaps notional amount $ 100,000 $ — ​ Credit Risk-Related Contingent Features The Corporation has agreements with each of its derivative counterparties that contain a provision where if the Corporation defaults on any of its indebtedness, then the Corporation could also be declared in default on its derivative obligations and could be required to terminate its derivative positions with the counterparty. The Corporation also has agreements with its derivative counterparties that contain a provision where if the Corporation fails to maintain its status as a well-capitalized institution, then the Corporation could be required to terminate its derivative positions with the counterparty. As of December 31, 2023, the Corporation’s derivatives were in a net liability position resulting in the Corporation having collateral in the amount of $ 4,650,000 posted with the counterparty at December 31, 2023. As of December 31, 2022, the Corporation had no derivatives in a net liability position and accordingly did not have to post any collateral. NOTE 13 — RELATED PARTY TRANSACTIONS Certain directors, executive officers and immediate family members of First Keystone Corporation and its subsidiary, and companies in which they are principal owners (i.e., at least 10% ownership), were indebted to the Corporation at December 31, 2023 and 2022. The loans do not involve more than the normal risk of collectability nor present other unfavorable features. A summary of the activity on the related party loans consists of the following: (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Balance at January 1 $ 9,647 ​ $ 11,184 Additions ​ 909 ​ 3,645 Deductions ​ ( 1,358 ) ​ ( 5,182 ) Balance at December 31 ​ $ 9,198 ​ $ 9,647 ​ The summary of activity on the related party loans represent funds drawn and outstanding at the date of the consolidated financial statements. Commitments by the Bank to related parties on lines of credit and letters of credit for 2023 and 2022, presented an additional off-balance sheet risk to the extent of undisbursed funds in the amounts of $ 4,653,000 and $ 4,492,000 respectively, on the above loans. Deposits from certain officers, directors and immediate family members and/or their related companies held by the Bank amounted to $ 26,988,000 and $ 27,248,000 at December 31, 2023 and 2022, respectively. ​ 96 Table of Contents NOTE 14 — REGULATORY MATTERS Under Pennsylvania banking law, the Bank is subject to certain restrictions on the amount of dividends that it may declare without prior regulatory approval. At December 31, 2023, $ 23,404,000 of retained earnings were available for dividends without prior regulatory approval, subject to the regulatory capital requirements discussed below. Regulations also limit the amount of loans and advances from the Bank to the Corporation to 10% of consolidated net assets. The Corporation is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation must meet specific capital guidelines that involve quantitative measures of the Corporation’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Corporation’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Management believes, as of December 31, 2023 and 2022, that the Corporation and the Bank met all capital adequacy requirements to which they are subject. On July 2, 2013, the Board of Governors of the Federal Reserve System finalized its rule implementing the Basel III regulatory capital framework, which the FDIC adopted on July 9, 2013. Under the rule, minimum requirements increased both the quantity and quality of capital held by banking organizations. Consistent with the Basel III framework, the rule included a new minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5 percent, and a common equity tier 1 conservation buffer of 2.5 percent of risk-weighted assets, that applies to all supervised financial institutions, which was phased in over a three year period beginning January 1, 2016, with the full 2.5 percent required as of January 1, 2019. The rule also raised the minimum ratio of tier 1 capital to risk-weighted assets from 4 percent to 6 percent, and includes a minimum leverage ratio of 4 percent for all banking organizations. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total capital, tier I capital and common equity tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and of tier I capital (as defined) to average assets (as defined). As of December 31, 2023 the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as Well Capitalized under the regulatory framework for prompt corrective action. To be categorized as Well Capitalized, the Bank must maintain minimum total risk-based, tier 1 risk-based, common equity tier 1 risk-based and tier 1 leverage ratios as set forth in the table. There are no conditions or events since the notification that management believes have changed the Bank’s category. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ For Capital ​ ​ Minimum Capital ​ ​ To Be Well Capitalized ​ ​ ​ ​ ​ ​ ​ ​ Adequacy ​ ​ Adequacy with ​ ​ Under Prompt Corrective ​ ​ Actual ​ ​ Purposes ​ ​ Capital Buffer ​ ​ Action Provisions ​ Amount Ratio ​ Amount Ratio ​ Amount Ratio ​ Amount Ratio As of December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ Total Capital (to Risk-Weighted Assets) ​ $ 151,381 15.68 % ​ $ 77,247 8.00 % ​ $ 101,386 10.50 % ​ $ 96,558 10.00 % Tier 1 Capital (to Risk-Weighted Assets) ​ $ 144,290 14.94 % ​ $ 57,935 6.00 % ​ $ 82,074 8.50 % ​ $ 77,247 8.00 % Common Equity Tier 1 Capital (to Risk-Weighted Assets) ​ $ 144,290 14.94 % ​ $ 43,451 4.50 % ​ $ 67,591 7.00 % ​ $ 62,763 6.50 % Tier 1 Capital (to Average Assets) ​ $ 144,290 10.38 % ​ $ 55,615 4.00 % ​ $ 55,615 4.00 % ​ $ 69,518 5.00 % ​ 97 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ For Capital ​ ​ Minimum Capital ​ ​ To Be Well Capitalized ​ ​ ​ ​ ​ ​ ​ ​ Adequacy ​ ​ Adequacy with ​ ​ Under Prompt Corrective ​ ​ Actual ​ ​ Purposes ​ ​ Capital Buffer ​ ​ Action Provisions ​ Amount Ratio ​ Amount Ratio ​ Amount Ratio ​ Amount Ratio As of December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ Total Capital (to Risk-Weighted Assets) ​ $ 148,223 16.15 % ​ $ 73,429 8.00 % ​ $ 96,375 10.50 % ​ $ 91,786 10.00 % Tier 1 Capital (to Risk-Weighted Assets) ​ $ 139,881 15.24 % ​ $ 55,071 6.00 % ​ $ 78,018 8.50 % ​ $ 73,429 8.00 % Common Equity Tier 1 Capital (to Risk-Weighted Assets) ​ $ 139,881 15.24 % ​ $ 41,304 4.50 % ​ $ 64,250 7.00 % ​ $ 59,661 6.50 % Tier 1 Capital (to Average Assets) ​ $ 139,881 10.38 % ​ $ 53,908 4.00 % ​ $ 53,908 4.00 % ​ $ 67,385 5.00 % ​ The capital conservation buffer phase-in began January 1, 2016. The capital conservation buffer of 2.50 % was fully phased in effective January 1, 2019. The Corporation’s capital ratios are not materially different from those of the Bank. ​ NOTE 15 — FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF CREDIT RISK Financial Instruments with Off-Balance Sheet Risk The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby 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 balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments. The Corporation does not engage in trading activities with respect to any of its financial instruments with off-balance sheet risk. The Corporation’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Corporation may require collateral or other security to support financial instruments with off-balance sheet credit risk. The contract or notional amounts at December 31, 2023 and 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 ​ Financial instruments whose contract amounts represent credit risk: ​ ​ Commitments to extend credit ​ $ 116,954 ​ $ 121,938 ​ Financial standby letters of credit ​ $ 2,120 ​ $ 2,124 ​ Performance standby letters of credit ​ $ 3,688 ​ $ 3,472 ​ ​ 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 that may require payment of a fee. Since some of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer’s 98 Table of Contents creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, owner-occupied income-producing commercial properties, and residential real estate. Standby letters of credit are conditional commitments issued by the Corporation to guarantee payment to a third party when a customer either fails to repay an obligation or fails to perform some non-financial obligation. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Corporation may hold collateral (similar to the items held as collateral for commitments to extend credit) to support standby letters of credit for which collateral is deemed necessary. Financial Instruments with Concentrations of Credit Risk The Corporation originates primarily commercial and residential real estate loans to customers predominately in the Corporation’s five county, Pennsylvania market area. The ability of the majority of the Corporation’s customers to honor their contractual loan obligations is dependent on the economy and real estate market in this area. At December 31, 2023, the Corporation had $ 811,493,000 in loans secured by real estate, which represented 89.1 % of total loans. The real estate loan portfolio is largely secured by lessors of residential buildings and dwellings, lessors of non-residential buildings, and lessors of hotels/motels. As of December 31, 2023 and 2022, management is of the opinion that there were no concentrations exceeding 10% of total loans with regard to loans to borrowers who were engaged in similar activities that were similarly impacted by economic or other conditions. As all financial instruments are subject to some level of credit risk, the Corporation requires collateral and/or guarantees for all loans. Collateral may include, but is not limited to property, plant, and equipment, commercial and/or residential real estate property, land, and pledge of securities. In the event of a borrower’s default, the collateral supporting the loan may be seized in order to recoup losses associated with the loan. The Corporation also establishes an allowance for credit losses that constitutes the amount available to absorb losses within the loan portfolio that may exist due to deficiencies in collateral values. ​ NOTE 16 — STOCKHOLDERS’ EQUITY The Corporation also offers to its shareholders a Dividend Reinvestment and Stock Purchase Plan. Participation in this plan by shareholders began in 2001. The plan provides First Keystone shareholders a convenient and economical way to purchase additional shares of common stock by reinvesting dividends. A plan participant can elect full dividend reinvestment or partial dividend reinvestment provided at least 25 shares are enrolled in the plan. In addition, plan participants may make additional voluntary cash purchases of common stock under the plan of not less than $ 100 per calendar quarter or more than $ 2,500 in any calendar quarter. Shares transferred under this Dividend Reinvestment and Stock Purchase Plan were 101,902 in 2023 and 71,928 in 2022. Remaining shares authorized in the plan were 220,705 as of December 31, 2023. Shares of First Keystone common stock are purchased for the plan either in the open market by an independent broker on behalf of the plan, directly from First Keystone as original issue shares, or through negotiated transactions. A combination of the previous methods could also occur. ​ NOTE 17 — FAIR VALUE MEASUREMENTS Fair value measurement and disclosure guidance defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. This guidance provides additional information on determining when the volume and level of activity for the asset or liability has significantly decreased. The guidance also includes information on identifying circumstances when a transaction may not be considered orderly. 99 Table of Contents Fair value measurement and disclosure guidance provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed and significant adjustments to the related prices may be necessary to estimate fair value in accordance with the fair value measurement and disclosure guidance. This guidance clarifies that when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The guidance provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value. 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. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own belief about the assumptions market participants would use in pricing the asset or liability based upon the best information available in the circumstances. Fair value measurement and disclosure guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Inputs : Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability; Level 3 Inputs: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth as follows. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 100 Table of Contents Financial Assets Measured at Fair Value on a Recurring Basis At December 31, 2023 and 2022, securities measured at fair value on a recurring basis and the valuation methods used are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Level 1 Level 2 Level 3 Total Debt Securities Available-for-Sale: ​ ​ ​ ​ U.S. Treasury securities ​ $ 7,041 ​ $ — ​ $ — ​ $ 7,041 Obligations of U.S. Government Agencies and Sponsored Agencies: ​ ​ ​ ​ ​ ​ Mortgaged-backed ​ ​ — ​ ​ 137,992 ​ ​ — ​ ​ 137,992 Other ​ — ​ 7,632 ​ — ​ 7,632 Other mortgage backed debt securities ​ — ​ 34,050 ​ — ​ 34,050 Obligations of state and political subdivisions ​ — ​ 87,703 ​ — ​ 87,703 Asset-backed securities ​ — ​ 82,162 ​ — ​ 82,162 Corporate debt securities ​ — ​ 36,388 ​ — ​ 36,388 Total debt securities available-for-sale ​ 7,041 ​ 385,927 ​ — ​ 392,968 Marketable equity securities ​ 1,482 ​ — ​ — ​ 1,482 Total recurring fair value measurements ​ $ 8,523 ​ $ 385,927 ​ $ — ​ $ 394,450 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Level 1 Level 2 Level 3 Total Debt Securities Available-for-Sale: ​ ​ ​ ​ U.S. Treasury securities ​ $ 6,801 ​ $ — ​ $ — ​ $ 6,801 Obligations of U.S. Government Agencies and Sponsored Agencies: ​ ​ ​ ​ Mortgaged-backed ​ ​ — ​ ​ 131,675 ​ ​ — ​ ​ 131,675 Other ​ — ​ 11,180 ​ — ​ 11,180 Other mortgage backed debt securities ​ — ​ 33,688 ​ — ​ 33,688 Obligations of state and political subdivisions ​ — ​ 110,689 ​ — ​ 110,689 Asset-backed securities ​ — ​ 36,418 ​ — ​ 36,418 Corporate debt securities ​ — ​ 42,993 ​ — ​ 42,993 Total debt securities available-for-sale ​ 6,801 ​ 366,643 ​ — ​ 373,444 Marketable equity securities ​ 1,699 ​ — ​ — ​ 1,699 Total recurring fair value measurements ​ $ 8,500 ​ $ 366,643 ​ $ — ​ $ 375,143 ​ The estimated fair values of equity securities and US Treasury debt securities classified as Level 1 are derived from quoted market prices in active markets; the equity securities consist mainly of stocks held in other banks. The estimated fair values of all other debt securities classified as Level 2 are obtained from nationally-recognized third-party pricing agencies. The estimated fair values are derived primarily from cash flow models, which include assumptions for interest rates, credit losses, and prepayment speeds. The significant inputs utilized in the cash flow models are based on market data obtained from sources independent of the Corporation (observable inputs), and are therefore classified as Level 2 within the fair value hierarchy. The Corporation does not have any Level 3 inputs for securities. There were no transfers between Level 1 and Level 2 during 2023 and 2022. Financial Assets Measured at Fair Value on a Nonrecurring Basis Periodically, non-recurring adjustments may be applied to the carrying value of loans based on the fair value measurements for partial charge-offs of the uncollectible portions of these loans. Nonrecurring adjustments can also include certain specific allocation amounts for individually evaluated collateral-dependent loans as calculated when establishing the allowance for credit losses. The Corporation’s valuation procedure for any individually evaluated loans greater than $ 250,000 requires an appraisal to be obtained and reviewed annually at year end unless the Board of Directors waives such requirement for a specific loan, in favor of obtaining a Certificate of Inspection instead, defined as 101 Table of Contents an internal evaluation completed by the Corporation. A quarterly collateral evaluation is performed which may include a site visit, property pictures and discussions with realtors and other similar business professionals to ascertain current values. For individually evaluated loans less than $ 250,000 upon classification and annually at year end, the Corporation completes a Certificate of Inspection, which includes an onsite inspection, and considers value indicators such as insured values, tax assessed values, recent sales comparisons and a review of the previous evaluations. These assets are included as Level 3 fair values, based upon the lowest level that is significant to the fair value measurements. The fair value consists of the individually evaluated loan balances less the valuation allowance and/or charge-offs. There were no transfers between valuation levels in 2023 and 2022. Following the adoption of ASU No. 2016-13, at December 31, 2023, individually evaluated loans measured at fair value on a nonrecurring basis were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at December 31, 2023 ​ ​ ​ ​ Individually evaluated loans: ​ ​ ​ ​ Real Estate ​ $ — ​ $ — ​ $ 1,990 ​ $ 1,990 Total individually evaluated loans ​ $ — ​ $ — ​ $ 1,990 ​ $ 1,990 ​ Prior to the adoption of ASU No. 2016-13, at December 31, 2022, impaired loans measured at fair value on a nonrecurring basis were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at December 31, 2022 ​ ​ ​ ​ Impaired loans: ​ ​ ​ ​ Commercial Real Estate ​ $ — ​ $ — ​ $ 5,167 ​ $ 5,167 Residential Real Estate ​ — ​ — ​ 30 ​ 30 Total impaired loans ​ $ — ​ $ — ​ $ 5,197 ​ $ 5,197 ​ Nonfinancial Assets Measured at Fair Value on a Nonrecurring Basis There were no foreclosed assets held for resale measured at fair value on a nonrecurring basis at December 31, 2023 or December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Corporation’s foreclosed asset valuation procedure requires an appraisal or a Certificate of Inspection, which considers the sales prices of similar properties in the proximate vicinity, to be completed periodically with the exception of those cases in which the Bank has obtained a sales agreement. These assets are included as Level 3 fair values, based upon the lowest level that is significant to the fair value measurements. There were no transfers between valuation levels in 2023 and 2022. The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis and for which the Corporation has utilized Level 3 inputs to determine the fair value: ​ 102 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Quantitative Information about Level 3 Fair Value Measurements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Post-ASU No. 2016-13 Adoption: ​ Fair Value ​ ​ ​ ​ ​ ​ ​ Weighted December 31, 2023 Estimate Valuation Technique Unobservable Input Range Average Individually evaluated loans - collateral dependent ​ $ 1,990 Appraisal of collateral 1,3 Certificate of Inspection 1,3 Appraisal adjustments 2 Qualitative Adjustments 4 ( 5 %) – ( 5 %) ( 5 %) ​ ​ Pre-ASU No. 2016-13 Adoption: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Impaired loans - collateral dependent ​ $ 2,370 Appraisal of collateral 1,3 Certificate of Inspection 1,3 Appraisal adjustments 2 Qualitative Adjustments 4 ( 0 %) – ( 5 %) ( 5 %) Impaired loans - other ​ $ 2,827 Discounted cash flow Discount rate ( 4 %) – ( 7 %) ( 6 %) 1. Fair value is generally determined through independent appraisals or Certificates of Inspection of the underlying collateral, as defined by Bank regulators. 2. Appraisals may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses. The typical range of appraisal adjustments are presented as a percent of the appraisal value. 3. Includes qualitative adjustments by management and estimated liquidation expenses. 4. Collateral values may be adjusted downward by management for qualitative factors such as economic conditions and estimated liquidation expenses. ​ Fair Value of Financial Instruments Measured on a Nonrecurring Basis ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Carrying ​ Fair Value Measurements at December 31, 2023 ​ Amount Level 1 Level 2 Level 3 Total FINANCIAL ASSETS: ​ ​ ​ ​ ​ Cash and due from banks ​ $ 9,462 ​ $ 9,462 ​ $ — ​ $ — ​ $ 9,462 Interest-bearing deposits in other banks ​ 7,551 ​ — ​ 7,551 ​ — ​ 7,551 Restricted investment in bank stocks ​ 10,885 ​ — ​ 10,885 ​ — ​ 10,885 Net loans ​ 904,153 ​ — ​ — ​ 885,840 ​ 885,840 Mortgage servicing rights ​ 265 ​ — ​ — ​ 265 ​ 265 Accrued interest receivable ​ 5,201 ​ — ​ 5,201 ​ — ​ 5,201 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FINANCIAL LIABILITIES: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Demand, savings and other deposits ​ 686,321 ​ — ​ 686,321 ​ — ​ 686,321 Time deposits ​ 294,118 ​ — ​ 292,073 ​ — ​ 292,073 Short-term borrowings ​ 153,468 ​ — ​ 153,509 ​ — ​ 153,509 Long-term borrowings ​ 122,000 ​ — ​ 125,343 ​ — ​ 125,343 Subordinated debentures ​ ​ 25,000 ​ ​ — ​ ​ 22,762 ​ ​ — ​ ​ 22,762 Accrued interest payable ​ 2,823 ​ — ​ 2,823 ​ — ​ 2,823 Derivative Liabilities ​ 4,501 ​ — ​ 4,501 ​ — ​ 4,501 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 103 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Carrying ​ Fair Value Measurements at December 31, 2022 ​ Amount Level 1 Level 2 Level 3 Total FINANCIAL ASSETS: ​ ​ ​ ​ ​ Cash and due from banks ​ $ 9,441 ​ $ 9,441 ​ $ — ​ $ — ​ $ 9,441 Interest-bearing deposits in other banks ​ 1,297 ​ — ​ 1,297 ​ — ​ 1,297 Restricted investment in bank stocks ​ 7,136 ​ — ​ 7,136 ​ — ​ 7,136 Net loans ​ 850,195 ​ — ​ — ​ 810,104 ​ 810,104 Mortgage servicing rights ​ 319 ​ — ​ — ​ 319 ​ 319 Accrued interest receivable ​ 4,391 ​ — ​ 4,391 ​ — ​ 4,391 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FINANCIAL LIABILITIES: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Demand, savings and other deposits ​ 827,399 ​ — ​ 827,399 ​ — ​ 827,399 Time deposits ​ 166,100 ​ — ​ 160,472 ​ — ​ 160,472 Short-term borrowings ​ 153,418 ​ — ​ 153,209 ​ — ​ 153,209 Long-term borrowings ​ 25,000 ​ — ​ 24,090 ​ — ​ 24,090 Subordinated debentures ​ 25,000 ​ ​ — ​ ​ 22,365 ​ ​ — ​ ​ 22,365 Accrued interest payable ​ ​ 563 ​ — ​ 563 ​ — ​ 563 Derivative Liabilities ​ ​ — ​ — ​ — ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NOTE 18 — REVENUE RECOGNITION The Corporation has elected to apply the guidance outlined in FASB ASC 606 regarding the measurement or recognition of revenue. The main types of revenue contracts included in non-interest income within the consolidated statements of income which are subject to ASC 606 are as follows: Deposit related fees and service charges Service charges and fees on deposits, which are included as liabilities in the consolidated balance sheets, consist of fees related to monthly fees for various retail and business checking accounts, automated teller machine (“ATM”) fees (charged for withdrawals by our deposit customers from other bank ATMs) and insufficient funds fees (“NSF”) (which are charged when customers overdraw their accounts beyond available funds). All deposit liabilities are considered to have one-day terms and therefore related fees are recognized in income at the time when the services are provided to the customers. The Corporation elected to adopt practical expedient related to incremental costs of obtaining deposit contracts. As such, any costs associated with acquiring the deposits, except for certificate of deposits (“CDs”) with maturities in excess of one year, are recognized as an expense within the non-interest expense in the consolidated statements of income when incurred as the amortization period of the deposit liabilities that otherwise would have been recognized is one year or less. Wealth/Asset/Trust Management Fees Wealth management services are delivered to individuals, corporations and retirement funds located primarily within the Corporation’s geographic markets. The Trust Department of the Corporation conducts the wealth management operations, which provides a broad range of personal and corporate fiduciary services, including the administration of estates. Assets held in a fiduciary capacity by the Trust Department are not assets of the Corporation and, therefore, are not included in the Corporation’s consolidated financial statements. Wealth management fees, which are contractually agreed with each customer, are earned each month and recognized on a cash basis based on average fair value of the trust assets under management. The services provided under such a contract are considered a single performance obligation under ASC 606 because they embody a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. Wealth management fees charged by the Trust Department follow a tiered structure based on the type and size of the assets under management. Wealth management fees are included within non-interest income in the consolidated statements of income. As of December 31, 2023 and 2022, the fair value of trust 104 Table of Contents assets under management was $ 109,064,000 and $ 111,172,000 , respectively. The costs of acquiring asset management customers are incremental and recognized within the non-interest expense of the consolidated statements of income. Interchange Fees and Surcharges Interchange fees are related to the acceptance and settlement of debit card transactions, both point-of-sale and ATM, to cover operating costs and risks associated with the approval and settlement of the transactions. Interchange fees vary by type of transaction and each merchant sector. Net income recognized from interchange fees is included in non-interest income on the consolidated statements of income. A surcharge is assessed for use of the Corporation’s ATMs by non-customers. All interchange fees and surcharges are recognized as received on a daily basis for the prior business day’s transactions. All expenses related to the settlement of debit card transactions (both point-of-sale and ATM) are recognized on a monthly basis and included in non-interest expense on the consolidated statements of income. NOTE 19 – GOODWILL Goodwill resulted from the acquisition of the Pocono Community Bank in November 2007 and of certain fixed and operating assets acquired and deposit liabilities assumed of the branch of another financial institution in Danville, Pennsylvania, in January 2004. Such goodwill represents the excess cost of the acquired assets relative to the assets’ fair value at the dates of acquisition. In accordance with current accounting standards, goodwill is not amortized. Goodwill totaled $ 19,133,000 at December 31, 2023 and December 31, 2022. Impairment testing is performed on an annual basis, using either a qualitative or quantitative approach. The assumptions used in the impairment test of goodwill are susceptible to change based on changes in economic conditions and other factors, including our stock price. Any change in the assumptions utilized to determine the carrying value of goodwill could adversely affect our results of operations. Goodwill was evaluated for impairment at December 31, 2023, and it was determined that goodwill was not impaired. Management evaluated the need for an interim goodwill impairment analysis and determined that there were no triggering events or negative factors affecting goodwill since the previous test that would indicate goodwill was impaired as of December 31, 2023. 105 Table of Contents NOTE 20 — PARENT COMPANY FINANCIAL INFORMATION Condensed financial information for First Keystone Corporation (parent company only) was as follows: BALANCE SHEETS ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 ASSETS ​ ​ Cash ​ $ 9,753 ​ $ 13,860 Investment in banking subsidiary ​ 135,301 ​ 129,456 Marketable equity securities ​ 1,482 ​ 1,699 Prepaid expenses and other assets ​ 551 ​ 854 TOTAL ASSETS ​ $ 147,087 ​ $ 145,869 ​ ​ ​ ​ LIABILITIES ​ ​ ​ (Receivable) advances from banking subsidiary ​ $ ( 307 ) ​ $ 168 Subordinated Debentures ​ ​ 25,000 ​ ​ 25,000 Accrued expenses and other liabilities ​ 779 ​ 315 TOTAL LIABILITIES ​ 25,472 ​ 25,483 ​ ​ ​ ​ STOCKHOLDERS’ EQUITY ​ ​ ​ Common stock ​ 12,705 ​ 12,502 Surplus ​ 44,004 ​ 42,439 Retained earnings ​ 100,260 ​ 100,712 Accumulated other comprehensive loss ​ ( 29,645 ) ​ ( 29,558 ) Treasury stock, at cost ​ ( 5,709 ) ​ ( 5,709 ) TOTAL STOCKHOLDERS’ EQUITY ​ 121,615 ​ 120,386 ​ ​ ​ ​ TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY ​ $ 147,087 ​ $ 145,869 ​ ​ STATEMENTS OF INCOME ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 INCOME ​ ​ Dividends from subsidiary bank ​ $ 1,526 ​ $ 6,102 Net securities losses ​ ( 217 ) ​ ( 93 ) Other income ​ 94 ​ 98 TOTAL INCOME ​ 1,403 ​ 6,107 ​ ​ ​ ​ ​ ​ ​ EXPENSE ​ ​ ​ ​ ​ ​ Interest on subordinated debt ​ ​ 1,094 ​ ​ 1,091 Other expense ​ 217 ​ 195 TOTAL EXPENSE ​ 1,311 ​ 1,286 ​ ​ ​ ​ ​ ​ ​ INCOME BEFORE INCOME TAX BENEFIT ​ ​ 92 ​ ​ 4,821 INCOME TAX BENEFIT ​ ( 303 ) ​ ( 275 ) ​ ​ 395 ​ 5,096 EQUITY IN UNDISTRIBUTED EARNINGS OF BANKING SUBSIDIARY ​ 5,165 ​ 8,928 ​ ​ ​ ​ ​ ​ ​ NET INCOME ​ $ 5,560 ​ $ 14,024 106 Table of Contents ​ STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 Net Income ​ $ 5,560 ​ $ 14,024 ​ ​ ​ ​ ​ ​ ​ Other comprehensive loss: ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in other comprehensive loss of banking subsidiary ​ ( 87 ) ​ ( 37,146 ) ​ ​ ​ ​ ​ ​ ​ Total other comprehensive loss ​ ( 87 ) ​ ( 37,146 ) Total Comprehensive Income (Loss) ​ $ 5,473 ​ $ ( 23,122 ) ​ ​ STATEMENTS OF CASH FLOWS ​ (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ Net income ​ $ 5,560 ​ $ 14,024 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ Losses on securities ​ 217 ​ 93 Deferred income tax benefit ​ ( 88 ) ​ ( 34 ) Equity in undistributed earnings of banking subsidiary ​ ( 5,165 ) ​ ( 8,928 ) Increase in prepaid/accrued expenses and other assets/liabilities ​ 869 ​ 47 Decrease in advances from banking subsidiary ​ ( 474 ) ​ ( 245 ) NET CASH PROVIDED BY OPERATING ACTIVITIES ​ 919 ​ 4,957 ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ ​ ​ ​ Proceeds from sales of equity securities ​ ​ — ​ ​ 170 NET CASH PROVIDED BY INVESTING ACTIVITIES ​ ​ — ​ ​ 170 ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ ​ Proceeds from issuance of common stock ​ 1,754 ​ 1,635 Dividends paid ​ ( 6,780 ) ​ ( 6,690 ) NET CASH USED IN FINANCING ACTIVITIES ​ ( 5,026 ) ​ ( 5,055 ) ​ ​ ​ ​ ​ ​ ​ (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ​ ( 4,107 ) ​ 72 CASH AND CASH EQUIVALENTS, BEGINNING ​ 13,860 ​ 13,788 CASH AND CASH EQUIVALENTS, ENDING ​ $ 9,753 ​ $ 13,860 ​ ​ 107 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ​