What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-09 · 339 added, 173 removed, 1325 unchanged (28% of the section changed)

5 unchanged sentences

We have reviewed the accompanying interim consolidated financial information of The First Bancorp, Inc.

and Subsidiary as of March 31, 2025 and 2024 and for the three-month periods then ended, and the related notes (collectively referred to as the "interim financial information").

and Subsidiary as of June 30, 2025 and 2024 and for the three-month and six-month periods then ended, and the related notes (collectively referred to as the "interim financial information").

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for them to be in conformity with accounting principles generally accepted in the United States of America.

5 unchanged sentences

Accordingly, we do not express such an opinion.

/s/ Berry Dunn McNeil & Parker, LLC

/s/ BDMP Assurance, LLP

Portland, Maine

August 8, 2025

Consolidated Balance Sheets (Unaudited)

1 unchanged sentence

and Subsidiary

March 31, 2025 December 31, 2024 March 31, 2024

June 30, 2025 December 31, 2024 June 30, 2024

Cash and cash equivalents $ 27,360,000 $ 27,636,000 $ 27,816,000

1 unchanged sentence

Securities available for sale 278,248,000 274,680,000 273,501,000

Securities held-to-maturity (net of ACL), fair value of $ 312,788,000 at March 31, 2025, $ 314,993,000 at December 31, 2024 and $ 327,816,000 at March 31, 2024

Securities held-to-maturity (net of ACL), fair value of $ 312,508,000 at June 30, 2025, $ 314,993,000 at December 31, 2024 and $ 321,616,000 at June 30, 2024

367,873,000 369,704,000 377,522,000

40 unchanged sentences

and Subsidiary

For the three months ended March 31,

For the six months ended June 30, For the quarter ended June 30,

2025 2024 2025 2024

Interest income

Interest and fees on loans (includes YTD tax-exempt income of $ 721,000 for March 31, 2025 and $ 521,000 for March 31, 2024)

Interest and fees on loans (includes YTD tax-exempt income of $ 1,388,000 for June 30, 2025 and $ 1,111,000 for June 30, 2024)

$ 68,938,000 $ 62,043,000 $ 35,014,000 $ 31,839,000

Interest on deposits with other banks 107,000 134,000 51,000 56,000

Interest and dividends on investments (includes YTD tax-exempt income of $ 1,955,000 for March 31, 2025 and $ 1,995,000 for March 31, 2024)

Interest and dividends on investments (includes YTD tax-exempt income of $ 3,913,000 for June 30, 2025 and $ 3,985,000 for June 30, 2024)

9,489,000 9,369,000 4,760,000 4,663,000

7 unchanged sentences

Credit loss expense (reduction) - debt securities HTM 2,000 ( 286,000 ) 1,000 ( 34,000 )

Credit loss reduction - off-balance sheet credit exposures ( 5,000 ) ( 360,000 )

Credit loss expense (reduction) - off-balance sheet credit exposures 132,000 ( 353,000 ) 137,000 7,000

Total credit loss expense (reduction) 878,000 ( 1,000 ) 486,000 512,000

22 unchanged sentences

Net unrealized gain (loss) on securities available for sale, net of taxes $ 5,434,000 $ ( 3,794,000 ) $ 1,465,000 $ ( 553,000 )

Net unrealized gain on transferred securities, net of taxes 2,000 2,000

Net unrealized (loss) gain on transferred securities, net of taxes ( 13,000 ) 5,000 ( 15,000 ) 3,000

Net unrealized (loss) gain on hedging derivative instruments ( 73,000 ) 433,000 2,000 ( 2,000 )

6 unchanged sentences

and Subsidiary

Three Month Period Ended March 31, 2025 and 2024

Six Month Period Ended June 30, 2025 and 2024

Common stock and

17 unchanged sentences

Proceeds from sale of common stock 17,604 421,000 — — 421,000

Balance at March 31, 2024 11,130,933 $ 70,617,000 $ 213,839,000 $ ( 41,832,000 ) $ 242,624,000

Balance at June 30, 2024 11,139,639 $ 71,053,000 $ 215,999,000 $ ( 42,384,000 ) $ 244,668,000

Balance at December 31, 2024 11,155,528 $ 71,944,000 $ 222,823,000 $ ( 42,274,000 ) $ 252,493,000

1 unchanged sentence

Net unrealized gain on securities available for sale, net of tax — — — 5,434,000 5,434,000

Net unrealized gain on securities transferred from available for sale to held to maturity, net of tax — — — 2,000 2,000

Net unrealized loss on securities transferred from available for sale to held to maturity, net of tax — — — ( 13,000 ) ( 13,000 )

Net unrealized loss on hedging derivative instruments, net of tax — — — ( 73,000 ) ( 73,000 )

6 unchanged sentences

Proceeds from sale of common stock 18,470 453,000 — — 453,000

Balance at June 30, 2025 11,205,861 $ 72,907,000 $ 229,511,000 $ ( 36,926,000 ) $ 265,492,000

Three Month Period Ended June 30, 2025 and 2024

Common stock and

additional paid-in capital Retained

earnings Accumulated

comprehensive

income (loss) Total

shareholders'

Shares Amount

Balance at March 31, 2024 11,130,933 $ 70,617,000 $ 213,839,000 $ ( 41,832,000 ) $ 242,624,000

Net income — — 6,171,000 — 6,171,000

Net unrealized loss on securities available for sale, net of tax — — — ( 553,000 ) ( 553,000 )

Net unrealized gain on securities transferred from available for sale to held to maturity, net of tax — — — 3,000 3,000

Net unrealized loss on cash flow hedging derivative instruments, net of tax — — — ( 2,000 ) ( 2,000 )

Comprehensive income (loss) — — 6,171,000 ( 552,000 ) 5,619,000

Cash dividends declared ($ 0.36 per share)

— — ( 4,011,000 ) — ( 4,011,000 )

Equity compensation expense — 218,000 — — 218,000

Payment to repurchase common stock ( 850 ) — — — —

Proceeds from sale of common stock 9,556 218,000 — — 218,000

Balance at June 30, 2024 11,139,639 $ 71,053,000 $ 215,999,000 $ ( 42,384,000 ) $ 244,668,000

Balance at March 31, 2025 11,196,881 $ 72,467,000 $ 225,592,000 $ ( 38,378,000 ) $ 259,681,000

Net income — — 8,063,000 — 8,063,000

Net unrealized gain on securities available for sale, net of tax — — — 1,465,000 1,465,000

Net unrealized loss on securities transferred from available for sale to held to maturity, net of tax — — — ( 15,000 ) ( 15,000 )

Net unrealized gain on hedging derivative instruments, net of tax — — — 2,000 2,000

Comprehensive income — — 8,063,000 1,452,000 9,515,000

Cash dividends declared ($ 0.37 per share)

— — ( 4,146,000 ) — ( 4,146,000 )

Equity compensation expense — 212,000 — — 212,000

Payment to repurchase common stock ( 650 ) — 2,000 — 2,000

Proceeds from sale of common stock 9,630 228,000 — — 228,000

Balance at June 30, 2025 11,205,861 $ 72,907,000 $ 229,511,000 $ ( 36,926,000 ) $ 265,492,000

See Report of Independent Registered Public Accounting Firm.

3 unchanged sentences

and Subsi diary

For the three months ended March 31,

For the six months ended June 30,

Cash flows from operating activities

15 unchanged sentences

Net acquisition amortization 13,000 13,000

Net cash provided (used) by operating activities 2,180,000 ( 1,497,000 )

Net cash provided by operating activities 9,547,000 4,881,000

Cash flows from investing activities

Decrease in interest-bearing deposits in other banks 19,162,000 577,000

Decrease (increase) in interest-bearing deposits in other banks 18,847,000 ( 29,645,000 )

Proceeds from maturities, payments and calls of securities available for sale 17,151,000 12,508,000

2 unchanged sentences

Purchases of securities available for sale ( 14,109,000 ) ( 8,994,000 )

Purchases of securities to be held to maturity ( 750,000 ) ( 1,250,000 )

Change in restricted equity securities ( 531,000 ) ( 3,725,000 )

5 unchanged sentences

Net decrease in demand, savings, and money market accounts ( 83,956,000 ) ( 63,074,000 )

Net increase (decrease) in certificates of deposit 54,705,000 ( 4,820,000 )

Net increase in certificates of deposit 64,042,000 41,492,000

Net increase in short-term borrowings 49,892,000 90,968,000

Advances on long-term borrowings — 70,000,000

Repayment on long-term borrowings ( 25,000,000 ) —

Payment to repurchase common stock ( 275,000 ) ( 212,000 )

5 unchanged sentences

Cash and cash equivalents at end of period $ 27,360,000 $ 27,816,000

For the three months ended March 31,

For the six months ended June 30,

Interest paid $ 42,250,000 $ 40,905,000

Income taxes paid 2,060,000 2,657,000

Non-cash transactions

Change in net unrealized loss on available for sale securities, net of tax $ ( 5,434,000 ) $ 3,794,000

Net transfer from loans to other real estate owned — 208,000

See Report of Independent Registered Public Accounting Firm.

14 unchanged sentences

Abbreviation Description Abbreviation Description

ACL Allowance for credit losses GAAP Accounting principles generally accepted in the U.S.

AFS Available-for-sale GDP Gross domestic product

ALCO Asset/Liability Committee GNMA Government National Mortgage Association

AOCI Accumulated other comprehensive income (loss) HTM Held-to-maturity

ASC Accounting Standards Codification IAL Individually Analyzed Loans

ASU Accounting Standards Update IRS Internal Revenue Service

C&I Commercial and Industrial MPF Mortgage Partnership Finance Program

CDs Certificates of deposit OAEM Other assets especially mentioned

CECL Current Expected Credit Loss OCC Office of the Comptroller of the Currency

CET1 Common Equity Tier 1 OCI Other comprehensive income (loss)

CLLD Construction, land, and land development OIS Overnight Indexed Swap

EPS Earnings per share OREO Other real estate owned

FASB Financial Accounting Standards Board POR Period of Redemption

FDIC Federal Deposit Insurance Corporation PSA Public Securities Association

FHLB Federal Home Loan Bank SEC Securities and Exchange Commission

FHLBB Federal Home Loan Bank of Boston SOFR Secured Overnight Financing Rate

FHLMC Federal Home Loan Mortgage Corporation The 2020 Plan The 2020 Equity Incentive Plan

FNMA Federal National Mortgage Association The Bank First National Bank

FOMC Federal Open Market Committee The Company The First Bancorp, Inc.

FRB Federal Reserve Board U.S.

ACL Allowance for credit losses GDP Gross domestic product

AFS Available-for-sale GNMA Government National Mortgage Association

ALCO Asset/Liability Committee HTM Held-to-maturity

AOCI Accumulated other comprehensive income (loss) IAL Individually Analyzed Loans

ASC Accounting Standards Codification IRS Internal Revenue Service

ASU Accounting Standards Update MPF Mortgage Partnership Finance Program

C&I Commercial and Industrial OAEM Other assets especially mentioned

CDs Certificates of deposit OCC Office of the Comptroller of the Currency

CECL Current Expected Credit Loss OCI Other comprehensive income (loss)

CET1 Common Equity Tier 1 OIS Overnight Indexed Swap

CLLD Construction, land, and land development OREO Other real estate owned

EPS Earnings per share POR Period of Redemption

FASB Financial Accounting Standards Board PSA Public Securities Association

FDIC Federal Deposit Insurance Corporation SEC Securities and Exchange Commission

FHLB Federal Home Loan Bank SOFR Secured Overnight Financing Rate

FHLBB Federal Home Loan Bank of Boston The 2020 Plan The 2020 Equity Incentive Plan

FHLMC Federal Home Loan Mortgage Corporation The Bank First National Bank

FNMA Federal National Mortgage Association The Company The First Bancorp, Inc.

FOMC Federal Open Market Committee U.S.

United States of America

FRBB Federal Reserve Bank of Boston USD U.S.

FRB Federal Reserve Board USD U.S.

FRBB Federal Reserve Bank of Boston WSJP Wall Street Journal Prime

GAAP Accounting principles generally accepted in the U.S.

Risks and Uncertainties

Global markets have experienced heightened volatility amidst an escalation of trade disputes, the outcome of which is yet to be determined.

The ongoing conflicts between Russia and Ukraine, and Israel and Hamas, as well as other conflicts globally, have the potential to further increase economic uncertainty and geopolitical instability.

Finally, the 2024 U.S.

election resulted in single party control of the executive and legislative branches of the federal government, with pledges to reign in government spending and reform numerous policies including immigration, and business regulation.

Any or all could ultimately have negative downstream effects on the Company's operating results, the extent of which is indeterminable at this time.

Global markets have calmed somewhat after experiencing heightened volatility amidst an escalation of trade disputes, and the continuing impacts of ongoing conflicts between Russia and Ukraine, and Israel and Hamas, as well as other conflicts globally.

All have the potential to reignite leading to economic uncertainty and geopolitical instability.

Domestically, a budget package which featured spending reforms and renewal of 2017 tax cuts, that had been scheduled to sunset, has been met favorably by markets, further lessening volatility.

The future economic outlook continues to be clouded pending the outcome of threatened tariffs amidst trade negotiations.

The FOMC has cited the potential for tariff induced rekindling of inflation in keeping interest rates unchanged year-to-date.

Any or all of the foregoing could ultimately have negative downstream effects on the Company's operating results, the extent of which is indeterminable at this time.

Subsequent Events

Events occurring subsequent to March 31, 2025, have been evaluated as to their potential impact to the financial statements.

Events occurring subsequent to June 30, 2025, have been evaluated as to their potential impact to the financial statements.

Note 2 – Investment Securities

The following table summarizes the amortized cost and estimated fair value of investment securities at March 31, 2025:

The following table summarizes the amortized cost and estimated fair value of investment securities at June 30, 2025:

Cost Unrealized Gains Unrealized Losses Fair Value (Estimated)

37 unchanged sentences

$ 7,203,000 $ — $ — $ 7,203,000

The following table summarizes the amortized cost and estimated fair value of investment securities at March 31, 2024:

The following table summarizes the amortized cost and estimated fair value of investment securities at June 30, 2024:

Cost Unrealized Gains Unrealized Losses Fair Value (Estimated)

24 unchanged sentences

Similarly, the agency and mortgage-backed securities in the HTM portfolio have been determined to all be investment grade with no ACL required.

Municipal securities within HTM include two private activity bonds issued by well-known customers of the Bank with total balances of $ 18,841,000 as of March 31, 2025.

Municipal securities within HTM include two private activity bonds issued by well-known customers of the Bank with total balances of $ 18,690,000 as of June 30, 2025.

Corporate securities in HTM consist of 14 individual companies in the banking industry.

1 unchanged sentence

Aggregate credit risk of the private activity bonds and corporate securities is considered very low and an immaterial ACL has been established.

As of March 31, 2025 and 2024, and December 31, 2024, the total ACL for HTM securities was $ 197,000 , $ 182,000 and $ 196,000 , respectively.

As of June 30, 2025 and 2024, and December 31, 2024, the total ACL for HTM securities was $ 198,000 , $ 149,000 and $ 196,000 , respectively.

Changes in the ACL are recorded as credit loss expense, or reversal.

1 unchanged sentence

Contractual Maturities:

The following table summarizes the contractual maturities of investment securities at March 31, 2025:

The following table summarizes the contractual maturities of investment securities at June 30, 2025:

Securities available for sale Securities to be held to maturity

15 unchanged sentences

$ 328,693,000 $ 274,680,000 $ 369,900,000 $ 314,993,000

The following table summarizes the contractual maturities of investment securities at March 31, 2024:

The following table summarizes the contractual maturities of investment securities at June 30, 2024:

Securities available for sale Securities to be held to maturity

7 unchanged sentences

Pledged Securities:

At March 31, 2025, securities with a carrying value of $ 351,890,000 were pledged to secure public deposits, repurchase agreements, and for other purposes as required by law.

This compares to securities with a carrying value of $ 349,833,000 as of December 31, 2024 and $ 314,208,000 at March 31, 2024, pledged for the same purposes.

At June 30, 2025, securities with a carrying value of $ 347,745,000 were pledged to secure public deposits, repurchase agreements, and for other purposes as required by law.

This compares to securities with a carrying value of $ 349,833,000 as of December 31, 2024 and $ 310,931,000 at June 30, 2024, pledged for the same purposes.

Realized Gains and Losses:

Gains and losses on the sale of securities are computed by subtracting the amortized cost at the time of sale from the security's selling price, net of accrued interest to be received.

There were no gains or losses on the sale of securities for the three months ended March 31, 2025 and 2024.

There were no gains or losses on the sale of securities for the six months ended June 30, 2025 and 2024.

Unrealized Gains and Losses on AFS Securities:

As of March 31, 2025, there were 237 AFS securities with unrealized losses held in the Company's portfolio.

As of June 30, 2025, there were 235 AFS securities with unrealized losses held in the Company's portfolio.

The Company has the ability and intent to hold its securities which are in an unrealized loss position until a recovery of their amortized cost, which may be at maturity.

The following table summarizes AFS debt securities in an unrealized loss position for which an ACL has not been recorded at March 31, 2025, aggregated by major security type and length of time in a continuous unrealized loss position:

The following table summarizes AFS debt securities in an unrealized loss position for which an ACL has not been recorded at June 30, 2025, aggregated by major security type and length of time in a continuous unrealized loss position:

Less than 12 months 12 months or more Total

14 unchanged sentences

$ 23,512,000 $ ( 292,000 ) $ 234,055,000 $ ( 53,876,000 ) $ 257,567,000 $ ( 54,168,000 )

As of March 31, 2024, there were 236 AFS securities with unrealized losses held in the Company's portfolio.

As of June 30, 2024, there were 238 AFS securities with unrealized losses held in the Company's portfolio.

The Company has the ability and intent to hold its securities which are in an unrealized loss position until a recovery of their amortized cost, which may be at maturity.

The following table summarizes AFS debt securities in an unrealized loss position for which an ACL has not been recorded at March 31, 2024 aggregated by major security type and length of time in a continuous unrealized loss position:

The following table summarizes AFS debt securities in an unrealized loss position for which an ACL has not been recorded at June 30, 2024 aggregated by major security type and length of time in a continuous unrealized loss position:

Less than 12 months 12 months or more Total

3 unchanged sentences

State and political subdivisions 4,484,000 ( 62,000 ) 28,616,000 ( 6,840,000 ) 33,100,000 ( 6,902,000 )

Asset-backed securities 1,300,000 ( 3,000 ) — — 1,300,000 ( 3,000 )

$ 14,235,000 $ ( 108,000 ) $ 245,549,000 $ ( 54,858,000 ) $ 259,784,000 $ ( 54,966,000 )

10 unchanged sentences

These securities are regularly monitored as part of an overall credit relationship with the issuers;

both issuers were in good standing as of March 31, 2025.

both issuers were in good standing as of June 30, 2025.

HTM corporate debt holdings consist of 14 individual companies in the banking industry.

Management conducts periodic reviews of the collectability of these securities taking into consideration such factors as the financial condition of the issuers;

each were in good standing as of March 31, 2025.

each issuer was in good standing as of June 30, 2025.

ACL for HTM Securities:

The following table presents the activity in the ACL for HTM debt securities by major security type for the periods ended March 31, 2025 and 2024:

For the three months ended March 31, 2025 For the three months ended March 31, 2024

The following tables present the activity in the ACL for HTM debt securities by major security type for the six months and quarters ended June 30, 2025 and 2024:

For the six months ended June 30, 2025 For the six months ended June 30, 2024

State and Political Subdivisions Corporate Securities Total State and Political Subdivisions Corporate Securities Total

6 unchanged sentences

Total ending allowance balance $ 79,000 $ 119,000 $ 198,000 $ 56,000 $ 93,000 $ 149,000

1 June 30, 2024 total of ( 285,000 ) will not tie to Consolidated Statement of Income Credit loss reduction - debt securities HTM due to rounding.

For the three months ended June 30, 2025 For the three months ended June 30, 2024

State and Political Subdivisions Corporate Securities Total State and Political Subdivisions Corporate Securities Total

Allowance for credit losses:

Beginning balance $ 81,000 $ 116,000 $ 197,000 $ 69,000 $ 113,000 $ 182,000

Credit loss (reduction) expense 1

( 2,000 ) 3,000 1,000 ( 13,000 ) ( 20,000 ) ( 33,000 )

Securities charged-off — — — — — —

Recoveries — — — — — —

Total ending allowance balance $ 79,000 $ 119,000 $ 198,000 $ 56,000 $ 93,000 $ 149,000

1 June 30, 2024 total of ( 33,000 ) will not tie to Consolidated Statement of Income Credit loss reduction - debt securities HTM due to rounding.

There was no ACL on U.S.

Government-sponsored enterprise, agency securities, or mortgage-backed securities as of March 31, 2025 .

Government-sponsored enterprise, agency securities, or mortgage-backed securities as of June 30, 2025 .

A security is considered to be past due once it is 30 days contractually past due under the terms of the agreement.

As of March 31, 2025, none of the Company’s HTM debt securities were past due or on non-accrual status.

As of June 30, 2025, none of the Company’s HTM debt securities were past due or on non-accrual status.

Re-Classified Securities:

3 unchanged sentences

The amortization of the net unrealized loss reported in AOCI will offset the effect on interest income of the discount for the transferred securities.

The remaining unamortized balance of the net unrealized losses for the securities transferred from available for sale to held to maturity was $ 45,000 , net of taxes, at March 31, 2025.

This compares to $ 47,000 and $ 54,000 , net of taxes, at December 31, 2024 and March 31, 2024, respectively.

The remaining unamortized balance of the net unrealized losses for the securities transferred from available for sale to held to maturity was $ 60,000 , net of taxes, at June 30, 2025.

This compares to $ 47,000 and $ 51,000 , net of taxes, at December 31, 2024 and June 30, 2024, respectively.

These securities were transferred as a part of the Company's overall investment and balance sheet strategies.

3 unchanged sentences

The Bank uses the FHLBB for a portion of its wholesale funding needs.

As of March 31, 2025 and 2024, and December 31, 2024, the Bank's investment in FHLBB stock totaled $ 6,472,000 , $ 4,896,000 and $ 6,166,000 , respectively.

As of June 30, 2025 and 2024, and December 31, 2024, the Bank's investment in FHLBB stock totaled $ 6,697,000 , $ 6,073,000 and $ 6,166,000 , respectively.

FHLBB stock is a non-marketable equity security and therefore is reported at cost, which equals par value.

2 unchanged sentences

The Bank uses FRBB for certain correspondent banking services and maintains borrowing capacity at its discount window.

The Bank's investment in FRBB stock totaled $ 1,037,000 at March 31, 2025 and 2024, and December 31, 2024.

The Bank's investment in FRBB stock totaled $ 1,037,000 at June 30, 2025 and 2024, and December 31, 2024.

The Company periodically evaluates its investment in FHLBB and FRBB stock for impairment based on, among other factors, the capital adequacy of the Banks and their overall financial condition.

No impairment losses have been recorded through March 31, 2025.

No impairment losses have been recorded through June 30, 2025.

The Bank will continue to monitor its investment in these restricted equity securities.

3 unchanged sentences

In addition home equity installment loans which had previously been included in the residential term class were included in the home equity revolving and term class.

In 2024, a new segment was established for Agriculture loans.

In the first quarter of 2024, a new segment was established for Agriculture loans, and there have been no subsequent segmentation changes.

Loan Portfolio by Class:

The following table shows the composition of the Company's loan portfolio by class of financing receivable as of March 31, 2025 and 2024 and at December 31, 2024:

March 31, 2025 December 31, 2024 March 31, 2024

The following table shows the composition of the Company's loan portfolio by class of financing receivable as of June 30, 2025 and 2024 and at December 31, 2024:

June 30, 2025 December 31, 2024 June 30, 2024

Real estate owner occupied $ 371,332,000 15.5 % $ 358,588,000 15.3 % $ 341,043,000 15.1 %

10 unchanged sentences

Total $ 2,394,007,000 100.0 % $ 2,340,940,000 100.0 % $ 2,247,670,000 100.0 %

Loan balances include net deferred loan costs of $ 12,570,000 as of March 31, 2025, $ 12,457,000 as of December 31, 2024, and $ 11,745,000 as of March 31, 2024.

Loan balances include net deferred loan costs of $ 12,821,000 as of June 30, 2025, $ 12,457,000 as of December 31, 2024, and $ 12,130,000 as of June 30, 2024.

Net deferred loan costs have increased from a year ago and year-to-date based upon loan origination unit volume over the periods, prepayments, and normal repayment activity.

Loan balances in the Residential Term segment also include a valuation adjustment for fair value swaps hedged by certain loans in the portfolio.

This adjustment added $ 1,120,000 , $ 758,000 , and $ 313,000 to the loan balances as of March 31, 2025, December 31, 2024, and March 31, 2024, respectively.

This adjustment added $ 1,003,000 and $ 758,000 to the loan balances as of June 30, 2025 and December 31, 2024, respectively, and subtracted $ 68,000 from the loan balances as of June 30, 2024.

Pledged Loans:

Pursuant to collateral agreements, qualifying first mortgage loans and commercial real estate loans, which totaled $ 631,410,000 at March 31, 2025, were used to collateralize borrowings from the FHLBB.

This compares to qualifying loans which totaled $ 626,851,000 at December 31, 2024, and $ 565,047,000 at March 31, 2024.

In addition, commercial, residential construction and home equity loans totaling $ 411,257,000 at March 31, 2025, $ 392,562,000 at December 31, 2024, and $ 322,124,000 at March 31, 2024, were used to collateralize a standby line of credit at the FRBB.

Pursuant to collateral agreements, qualifying first mortgage loans and commercial real estate loans, which totaled $ 603,943,000 at June 30, 2025, were used to collateralize borrowings from the FHLBB.

This compares to qualifying loans which totaled $ 626,851,000 at December 31, 2024, and $ 624,058,000 at June 30, 2024.

In addition, commercial, residential construction and home equity loans totaling $ 384,083,000 at June 30, 2025, $ 392,562,000 at December 31, 2024, and $ 353,650,000 at June 30, 2024, were used to collateralize a standby line of credit at the FRBB.

Past Due Loans:

For all loan classes, loans over 30 days past due are considered delinquent.

Information on the past-due status of loans by class of financing receivable as of March 31, 2025, is presented in the following table:

Information on the past-due status of loans by class of financing receivable as of June 30, 2025, is presented in the following table:

Past Due 60-89 Days

29 unchanged sentences

Total $ 2,654,000 $ 4,636,000 $ 2,093,000 $ 9,383,000 $ 2,331,557,000 $ 2,340,940,000 $ 1,020,000

Information on the past-due status of loans by class of financing receivable as of March 31, 2024, is presented in the following table:

Information on the past-due status of loans by class of financing receivable as of June 30, 2024, is presented in the following table:

Past Due 60-89 Days

19 unchanged sentences

As a general rule, a loan may be restored to accrual status when payments are current for a substantial period of time, generally six months, and repayment of the remaining contractual amounts is expected, or when it otherwise becomes well secured and in the process of collection.

The following table presents the amortized costs basis of loans on nonaccrual status as of March 31, 2025, December 31, 2024 and March 31, 2024:

March 31, 2025 December 31, 2024 March 31, 2024

Nonaccrual with Allowance for Credit Loss Nonaccrual with no Allowance for Credit Loss Total Nonaccrual Nonaccrual with Allowance for Credit Loss Nonaccrual with no Allowance for Credit Loss Total Nonaccrual Nonaccrual with Allowance for Credit Loss Nonaccrual with no Allowance for Credit Loss Total Nonaccrual

The following table presents the amortized cost basis of loans on non-accrual status as of June 30, 2025, December 31, 2024 and June 30, 2024:

June 30, 2025 December 31, 2024 June 30, 2024

Non-accrual with Allowance for Credit Loss Non-accrual with no Allowance for Credit Loss Total Non-accrual Non-accrual with Allowance for Credit Loss Non-accrual with no Allowance for Credit Loss Total Non-accrual Non-accrual with Allowance for Credit Loss Non-accrual with no Allowance for Credit Loss Total Non-accrual

Real estate owner occupied $ — $ 522,000 $ 522,000 $ — $ 553,000 $ 553,000 $ — $ 383,000 $ 383,000

14 unchanged sentences

If the measure of an IAL loan is lower than the recorded investment in the loan and estimated selling costs, a specific reserve is established for the difference, or, in certain situations, if the measure of an IAL loan is lower than the recorded investment in the loan and estimated selling costs, the difference is written off.

The following table presents the amortized cost basis of collateral-dependent loans as of March 31, 2025, December 31, 2024 and March 31, 2024, by collateral type:

March 31, 2025 December 31, 2024 March 31, 2024

The following table presents the amortized cost basis of collateral-dependent loans as of June 30, 2025, December 31, 2024 and June 30, 2024, by collateral type:

June 30, 2025 December 31, 2024 June 30, 2024

Collateral Type Collateral Type Collateral Type

Commercial Real Estate Residential Real Estate Other Total Commercial Real Estate Residential Real Estate Other Total Residential Real Estate Total

Commercial Real Estate Residential Real Estate Other Commercial Real Estate Residential Real Estate Other Commercial Real Estate Residential Real Estate

Real estate owner occupied $ 249,000 $ — $ — $ 263,000 $ — $ — $ 283,000 $ —

13 unchanged sentences

It is the intent to minimize future losses while providing borrowers with financial relief.

The following table represents loan modifications made to borrowers experiencing financial difficulty by modification type and class of financing receivable, during the three months ended March 31, 2025:

Amortized Cost Basis

Payment Deferral Term Extension Interest Rate Reduction Principal Forgiveness Combination Payment Deferral and Term Extension % of Total Class of Financing Receivable

Payment Deferral Term Extension Combination Payment Deferral and Term Extension Combination Payment Deferral and Rate Mod Combination of Payment Deferral, Term & Rate Mod % of Total Class of Financing Receivable

Real estate owner occupied $ — $ — $ 337,000 $ — $ — 0.09 %

10 unchanged sentences

Total $ 391,000 $ — $ 1,865,000 $ 532,000 $ 1,642,000

The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty for the three months ended March 31, 2025:

The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty for the three months ended June 30, 2025:

Payment Deferral

Financial Effect

C&I Temporary payment accommodations, 5 yr balloon payment

Agriculture Payments deferred for 6 months

Combination Payment Deferral and Term Extension

Financial Effect

Real estate owner occupied Temporary payment accommodation, payments deferred to end of loan.

C&I Temporary payment accommodation, payments deferred to end of loan.

Term Temporary payment accommodation, payments deferred to end of loan.

Revolving and term Temporary payment accommodation, payments deferred to end of loan.

Combination Payment Deferral and Rate Mod

Financial Effect

Real estate non-owner occupied Payments deferred for 6 months;

rate reduction to 2.0 %

C&I Payments deferred for 6 months;

rate reduction to 2.0 %

Combination of Payment Deferral, Term & Rate Mod

Financial Effect

Real estate non-owner occupied Seasonal payments, 5 yr balloon;

60 month term, 120 month amort;

Term Seasonal payments, 3 yr balloon;

36 month term, 300 month amort;

The following table represents loan modifications made to borrowers experiencing financial difficulty by modification type and class of financing receivable, during the six months ended June 30, 2025:

Amortized Cost Basis

Real estate owner occupied $ 156,000 $ — $ 337,000 $ — $ — 0.13 %

Real estate non-owner occupied — 364,000 — 61,000 1,285,000 0.40 %

Construction — — — — — — %

C&I 285,000 — 189,000 471,000 — 0.25 %

Multifamily 908,000 — — — — 0.66 %

Agriculture 1,715,000 — — — — 3.24 %

Municipal — — — — — — %

Term — — 972,000 — 357,000 0.18 %

Construction — — — — — — %

Revolving and term — — 367,000 — — 0.27 %

Consumer — — — — — — %

Total $ 3,064,000 $ 364,000 $ 1,865,000 $ 532,000 $ 1,642,000

The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty for the six months ended June 30, 2025:

Payment Deferral

Financial Effect

Real estate owner occupied Temporary payment accommodation - payments deferred to end of loan;

5 yr balloon payment

C&I Temporary payment accommodation, payments deferred to end of loan.

Multifamily Temporary payment accommodation, payments deferred to end of loan.

Agriculture Temporary payment accommodation - payments deferred to end of loan;

payments deferred for 6 months

Term Extension

Financial Effect

C&I Temporary payment accommodation, extended term 6 months.

Real estate non-owner occupied Temporary payment accommodation, extended term 6 months.

Combination Payment Deferral and Term Extension

Financial Effect

Real estate owner occupied Temporary payment accommodation, payments deferred to end of loan.

C&I Temporary payment accommodation, payments deferred to end of loan.

Term Temporary payment accommodation, payments deferred to end of loan.

Revolving and term Temporary payment accommodation, payments deferred to end of loan.

Combination of Payment Deferral & Rate Mod

Financial Effect

Real estate non-owner occupied Payments deferred for 6 months;

rate reduction to 2.0 %

C&I Payments deferred for 6 months;

rate reduction to 2.0 %

Combination of Payment Deferral, Term & Rate Mod

Financial Effect

Real estate non-owner occupied Seasonal payments, 5 yr balloon;

60 month term, 120 month amort;

Term Seasonal payments, 3 yr balloon;

36 month term, 300 month amort;

Amortized Cost Basis

12 unchanged sentences

Total $ 812,000 $ — $ — $ — $ 170,000

The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty for the three months ended March 31, 2024:

The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty for the three months ended June 30, 2024:

Payment Deferral

Financial Effect

Real estate owner occupied Temporary payment accommodation, payments deferred to end of loan.

C&I Temporary payment accommodation, payments deferred to end of loan.

Payment Deferral & Term Extension

Financial Effect

C&I Temporary payment accommodation, extended term 60 days.

Amortized Cost Basis

Payment Deferral Term Extension Interest Rate Reduction Principal Forgiveness Combination Payment Deferral and Term Extension % of Total Class of Financing Receivable

Real estate owner occupied $ 635,000 $ — $ — $ — $ — 0.19 %

Real estate non-owner occupied — — — — — — %

Construction 69,000 — — — — 0.08 %

C&I 238,000 — — — 170,000 0.13 %

Multifamily 1,932,000 — — — — 1.91 %

Agriculture — — — — — — %

Municipal — — — — — — %

Term 1,023,000 — — — — 0.15 %

Construction — — — — — — %

Revolving and term — — — — 69,000 0.07 %

Consumer — — — — — — %

Total $ 3,897,000 $ — $ — $ — $ 239,000 — %

The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty for the six months ended June 30, 2024:

Payment Deferral

Financial Effect

Real estate owner occupied Temporary payment accommodation, payments deferred to end of loan.

Construction Temporary payment accommodation, payments deferred to end of loan.

4 unchanged sentences

Financial Effect

Revolving and Term Temporary payment accommodations, extended term 60 days.

C&I Temporary payment accommodation, extended term 60 days.

Revolving and Term Temporary payment accommodation, extended term 60 days.

The Company monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

The following table depicts loans that were modified during the previous 12 months as of March 31, 2025 which defaulted upon the modified terms at some point during the 12 month period:

The following table depicts loans that were modified during the previous 12 months as of June 30, 2025 which defaulted upon the modified terms within 12 months of the modification:

Payment Status (Amortized Cost Basis)

4 unchanged sentences

Total $ 125,000 $ — $ —

The following table depicts the performance of loans that have been modified during the previous 12 months as of March 31, 2025:

The following table depicts the performance of loans that have been modified during the previous 12 months as of June 30, 2025:

Payment Status (Amortized Cost Basis)

3 unchanged sentences

Real estate owner occupied $ 493,000 $ — $ — $ —

Real Estate non-owner occupied 1,710,000 — — —

Construction — — — —

6 unchanged sentences

Total $ 7,655,000 $ — $ — $ —

The following table depicts loans that were modified during the previous 12 months as of March 31, 2024 which defaulted upon the modified terms at some point during the 12 month period:

The following table depicts loans that were modified during the previous 12 months as of June 30, 2024 which defaulted upon the modified terms within 12 months of the modification:

Payment Status (Amortized Cost Basis)

6 unchanged sentences

Total $ 564,000 $ 654,000 $ 296,000

The following table depicts the performance of loans that had been modified during the the previous 12 months as of March 31, 2024:

The following table depicts the performance of loans that had been modified during the the previous 12 months as of June 30, 2024:

Payment Status (Amortized Cost Basis)

11 unchanged sentences

Residential Mortgage Loans in Process of Foreclosure:

As of March 31, 2025, there were four mortgage loans collateralized by residential real estate in the process of foreclosure with a total balance of $ 1,208,000 .

This compares to three mortgage loans collateralized by residential real estate in the process of foreclosure with a total balance of $ 192,000 as of December 31, 2024, and four mortgage loans collateralized by residential real estate in the process of foreclosure with a total balance of $ 510,000 as of March 31, 2024.

As of June 30, 2025, there were two mortgage loans collateralized by residential real estate in the process of foreclosure with a total balance of $ 859,000 .

This compares to three mortgage loans collateralized by residential real estate in the process of foreclosure with a total balance of $ 192,000 as of December 31, 2024, and two mortgage loans collateralized by residential real estate in the process of foreclosure with a total balance of $ 127,000 as of June 30, 2024.

Allowance for Credit Losses

69 unchanged sentences

Construction, land, and land development :

CLLD loans, both commercial and residential, represented 38.3 % of total Bank capital as of March 31, 2025 and remain below the regulatory guidance of 100.0 % of total Bank capital.

Construction loans and non-owner-occupied commercial real estate loans represented 224.7 % of total Bank capital at March 31, 2025, below the regulatory guidance of 300.0 % of total Bank capital.

CLLD loans, both commercial and residential, represented 28.6 % of total Bank capital as of June 30, 2025 and remain below the regulatory guidance of 100.0 % of total Bank capital.

Construction loans and non-owner-occupied commercial real estate loans represented 218.1 % of total Bank capital at June 30, 2025, below the regulatory guidance of 300.0 % of total Bank capital.

Composition of the ACL:

A breakdown of the ACL as of March 31, 2025, by class of financing receivable and allowance element, is presented in the following table:

As of March 31, 2025 Specific Reserves on Loans Evaluated Individually General Reserves on Loans Based on Historical Loss Experience Reserves for Qualitative Factors Total Reserves

A breakdown of the ACL as of June 30, 2025, by class of financing receivable and allowance element, is presented in the following table:

As of June 30, 2025 Specific Reserves on Loans Evaluated Individually General Reserves on Loans Based on Historical Loss Experience Reserves for Qualitative Factors Total Reserves

Real estate owner occupied $ — $ 4,476,000 $ 719,000 $ 5,195,000

24 unchanged sentences

$ 1,047,000 $ 20,714,000 $ 3,110,000 $ 24,871,000

A breakdown of the ACL as of March 31, 2024, by class of financing receivable and allowance element, is presented in the following table:

As of March 31, 2024 Specific Reserves on Loans Evaluated Individually General Reserves on Loans Based on Historical Loss Experience Reserves for Qualitative Factors Total Reserves

A breakdown of the ACL as of June 30, 2024, by class of financing receivable and allowance element, is presented in the following table:

As of June 30, 2024 Specific Reserves on Loans Evaluated Individually General Reserves on Loans Based on Historical Loss Experience Reserves for Qualitative Factors Total Reserves

Real estate owner occupied $ — $ 4,434,000 $ 819,000 $ 5,253,000

10 unchanged sentences

$ 241,000 $ 21,742,000 $ 2,710,000 $ 24,693,000

The ACL as a percent of total loans stood at 1.05 % as of March 31, 2025, 1.06 % at December 31, 2024 and 1.11 % as of March 31, 2024.

The ACL as a percent of total loans stood at 1.04 % as of June 30, 2025, 1.06 % at December 31, 2024 and 1.10 % as of June 30, 2024.

Off-Balance Sheet Credit Exposures:

8 unchanged sentences

The Company’s ACL on unfunded commitments is recognized as a liability, included within other liabilities on the consolidated balance sheet.

The following table presents the activity in the ACL for off-balance sheet credit exposures for the three months ended March 31, 2025 and 2024:

For the three months ended March 31,

The following table presents the activity in the ACL for off-balance sheet credit exposures for the six months and quarters ended June 30, 2025 and 2024:

For the six months ended June 30, For the quarter ended June 30,

2025 2024 2025 2024

Allowance for credit losses:

Beginning balance $ 714,000 $ 1,255,000 $ 709,000 $ 895,000

Credit loss reduction ( 5,000 ) ( 360,000 )

Credit loss expense (reduction) 132,000 ( 353,000 ) 137,000 7,000

Total ending allowance balance $ 846,000 $ 902,000 $ 846,000 $ 902,000

26 unchanged sentences

Loans that are past due more than 90 days are considered non-performing.

The following table summarizes the credit quality for the Company's portfolio by risk category of loans and by class by vintage as of March 31, 2025:

The following table summarizes the credit quality for the Company's portfolio by risk category of loans and by class by vintage as of June 30, 2025:

Term Loans Amortized Cost Basis by Origination Year

Dollars in thousands 2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

As of March 31, 2025

As of June 30, 2025

Real estate owner occupied

38 unchanged sentences

Dollars in thousands 2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

As of March 31, 2025

As of June 30, 2025

Pass (risk rating 1-5) 8,834 9,981 18,726 3,897 4,136 17,350 — — 62,924

91 unchanged sentences

Total loans $ 321,530 $ 318,046 $ 435,131 $ 360,943 $ 215,046 $ 445,909 $ 231,203 $ 13,132 $ 2,340,940

The following table summarizes the credit quality for the Company's portfolio by risk category of loans and by class by vintage as of March 31, 2024:

The following table summarizes the credit quality for the Company's portfolio by risk category of loans and by class by vintage as of June 30, 2024:

Term Loans Amortized Cost Basis by Origination Year

Dollars in thousands 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

As of March 31, 2024

As of June 30, 2024

Real estate owner occupied

38 unchanged sentences

Dollars in thousands 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total

As of March 31, 2024

As of June 30, 2024

Pass (risk rating 1-5) 7,505 20,704 4,608 4,254 9,370 15,664 — — 62,105

29 unchanged sentences

This is subject to completion of a current assessment of the value of the collateral with any outstanding loan balance in excess of the fair value of the property, less costs to sell, written down or charged-off.

The following table presents ACL activity by class for the three months ended March 31, 2025:

The following table presents ACL activity by class for the six months and quarter ended June 30, 2025:

Dollars in thousands Commercial Municipal Residential Home Equity Consumer Total

Real Estate Owner Occupied Real Estate Non-Owner Occupied Construction C&I Multifamily Agriculture Term Construction Revolving and term

For the three months ended March 31, 2025

For the six months ended June 30, 2025

Beginning balance $ 5,045 $ 4,829 $ 944 $ 5,364 $ 1,239 $ 605 $ 262 $ 5,241 $ 474 $ 686 $ 182 $ 24,871

1 unchanged sentence

Recoveries — — — 28 — — — 4 — 12 44 88

Credit loss (reduction) expense 144 41 ( 325 ) 255 216 ( 18 ) ( 27 ) 18 ( 9 ) 63 38 396

Credit loss expense (reduction) 150 105 ( 508 ) 227 333 61 5 241 ( 59 ) 125 64 744

Ending balance $ 5,195 $ 4,934 $ 436 $ 4,865 $ 1,572 $ 666 $ 267 $ 5,485 $ 415 $ 823 $ 171 $ 24,829

For the three months ended June 30, 2025

Beginning balance $ 5,189 $ 4,870 $ 619 $ 5,499 $ 1,455 $ 587 $ 235 $ 5,260 $ 465 $ 751 $ 184 $ 25,114

Charge offs — — — ( 608 ) — — — — — — ( 58 ) ( 666 )

Recoveries — — — 2 — — — 2 — 10 19 33

Credit loss expense (reduction) 6 64 ( 183 ) ( 28 ) 117 79 32 223 ( 50 ) 62 26 348

Ending balance $ 5,195 $ 4,934 $ 436 $ 4,865 $ 1,572 $ 666 $ 267 $ 5,485 $ 415 $ 823 $ 171 $ 24,829

The following table presents ACL activity by class for the year ended December 31, 2024:

5 unchanged sentences

Recoveries 100 — — 25 — — — 32 — 24 103 284

Credit loss (reduction) expense 312 544 ( 1,034 ) 789 ( 79 ) 605 ( 72 ) 255 ( 144 ) 43 85 1,304

Credit loss expense (reduction) 312 544 ( 1,034 ) 789 ( 79 ) 605 ( 72 ) 255 ( 144 ) 43 85 1,304

Ending balance $ 5,045 $ 4,829 $ 944 $ 5,364 $ 1,239 $ 605 $ 262 $ 5,241 $ 474 $ 686 $ 182 $ 24,871

The following table presents ACL activity by class for the three months ended March 31, 2024:

The following table presents ACL activity by class for the six months and quarter ended June 30, 2024:

Dollars in thousands Commercial Municipal Residential Home Equity Consumer Total

Real Estate Owner Occupied Real Estate Non-Owner Occupied Construction C&I Multifamily Agriculture Term Construction Revolving and term

For the three months ended March 31, 2024

For the six months ended June 30, 2024

Beginning balance $ 4,633 $ 4,285 $ 1,978 $ 5,001 $ 1,318 $ — $ 334 $ 4,991 $ 618 $ 626 $ 246 $ 24,030

1 unchanged sentence

Recoveries 100 — — 23 — — — 29 — 18 46 216

Credit loss (reduction) expense 447 ( 20 ) ( 1,158 ) 59 189 392 ( 140 ) 338 ( 56 ) 48 — 99

Credit loss expense (reduction) 520 ( 37 ) ( 1,056 ) ( 3 ) 249 428 ( 154 ) 576 ( 31 ) 107 39 638

Ending balance $ 5,253 $ 4,248 $ 922 $ 5,021 $ 1,567 $ 428 $ 180 $ 5,560 $ 587 $ 744 $ 183 $ 24,693

As of March 31, 2025, the significant model inputs and assumptions used within the discounted cash flow model for purposes of estimating the ACL on loans were:

For the three months ended June 30, 2024

Beginning balance $ 5,180 $ 4,265 $ 820 $ 5,083 $ 1,507 $ 392 $ 194 $ 5,354 $ 562 $ 677 $ 173 $ 24,207

Charge offs — — — — — — — ( 36 ) — ( 7 ) ( 52 ) ( 95 )

Recoveries — — — — — — — 4 — 15 23 42

Credit loss expense (reduction) 73 ( 17 ) 102 ( 62 ) 60 36 ( 14 ) 238 25 59 39 539

Ending balance $ 5,253 $ 4,248 $ 922 $ 5,021 $ 1,567 $ 428 $ 180 $ 5,560 $ 587 $ 744 $ 183 $ 24,693

As of June 30, 2025, the significant model inputs and assumptions used within the discounted cash flow model for purposes of estimating the ACL on loans were:

Macroeconomic loss drivers :

34 unchanged sentences

Other compensation under the 2020 Plan qualifies as performance-based for purposes of Section 162(m) of the Internal Revenue Code, and satisfies NASDAQ guidelines relating to equity compensation.

As of March 31, 2025, 172,916 shares of restricted stock had been granted under the 2020 Plan, of which 96,624 shares remain restricted as of March 31, 2025 as detailed in the following table:

As of June 30, 2025, 172,916 shares of restricted stock had been granted under the 2020 Plan, of which 95,974 shares remain restricted as of June 30, 2025 as detailed in the following table:

Granted Vesting Term

6 unchanged sentences

The compensation cost related to these non-vested restricted stock grants is $ 2,590,000 and is recognized over the vesting terms of each grant.

In the three months ended March 31, 2025, $ 298,000 of expense was recognized for these restricted shares, leaving $ 1,598,000 in unrecognized expense as of March 31, 2025.

In the three months ended March 31, 2024, $ 231,000 of expense was recognized for restricted shares, leaving $ 1,486,000 in unrecognized expense as of March 31, 2024.

In the six months ended June 30, 2025, $ 510,000 of expense was recognized for these restricted shares, leaving $ 1,368,000 in unrecognized expense as of June 30, 2025.

In the six months ended June 30, 2024, $ 450,000 of expense was recognized for restricted shares, leaving $ 1,242,000 in unrecognized expense as of June 30, 2024.

Note 6 – Common Stock

Proceeds from sale of common stock totaled $ 225,000 and $ 204,000 for the three months ended March 31, 2025 and 2024, respectively.

Proceeds from sale of common stock totaled $ 453,000 and $ 421,000 for the six months ended June 30, 2025 and 2024, respectively.

Note 7 – Earnings Per Share

The following table sets forth the computation of basic and diluted EPS for the three months ended March 31, 2025 and 2024:

The following table sets forth the computation of basic and diluted EPS for the six months ended June 30, 2025 and 2024:

Income (Numerator) Shares (Denominator) Per-Share Amount

For the three months ended March 31, 2025

For the six months ended June 30, 2025

Net income as reported $ 15,140,000

3 unchanged sentences

Income available to common shareholders plus assumed conversions $ 15,140,000 11,193,068 $ 1.35

For the three months ended March 31, 2024

For the six months ended June 30, 2024

Net income as reported $ 12,192,000

3 unchanged sentences

Income available to common shareholders plus assumed conversions $ 12,192,000 11,128,506 $ 1.10

The following table sets forth the computation of basic and diluted EPS for the quarters ended June 30, 2025 and 2024:

Income (Numerator) Shares (Denominator) Per-Share Amount

For the quarter ended June 30, 2025

Net income as reported $ 8,063,000

Income available to common shareholders 8,063,000 11,084,335 $ 0.73

Effect of dilutive securities:

restricted stock 118,760

Income available to common shareholders plus assumed conversions $ 8,063,000 11,203,095 $ 0.72

For the quarter ended June 30, 2024

Net income as reported $ 6,171,000

Income available to common shareholders 6,171,000 11,049,110 $ 0.56

Effect of dilutive securities:

restricted stock 88,081

Income available to common shareholders plus assumed conversions $ 6,171,000 11,137,191 $ 0.55

Note 8 – Employee Benefit Plans

2 unchanged sentences

The Plan is a safe harbor plan whereby the Bank also contributes a minimum 3.0 % of annual compensation to the plan for all eligible employees.

The expense related to the 401(k) plan was $ 275,000 and $ 315,000 for the three months ended March 31, 2025 and 2024, respectively.

The expense related to the 401(k) plan was $ 564,000 and $ 585,000 for the six months ended June 30, 2025 and 2024, respectively.

Deferred Compensation and Supplemental Retirement Benefits

3 unchanged sentences

The costs for these benefits are recognized over the service periods of the participating officers in accordance with FASB ASC Topic 712 "Compensation – Nonretirement Postemployment Benefits".

The expense of these supplemental retirement benefits was $ 36,000 and $ 37,000 for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the associated accrued liability included in other liabilities in the balance sheet was $ 2,542,000 compared to $ 2,578,000 and $ 2,629,000 at December 31, 2024 and March 31, 2024, respectively.

The expense of these supplemental retirement benefits was $ 72,000 and $ 74,000 for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, the associated accrued liability included in other liabilities in the balance sheet was $ 2,506,000 compared to $ 2,578,000 and $ 2,594,000 at December 31, 2024 and June 30, 2024, respectively.

Postretirement Benefit Plans

6 unchanged sentences

The following table sets forth the accumulated postretirement benefit obligation and funded status:

At or for the three months ended March 31,

At or for the six months ended June 30,

Change in benefit obligation

7 unchanged sentences

Accrued benefit cost at end of period $ ( 1,161,000 ) $ ( 1,433,000 )

There was no net periodic pension cost for the three months ended March 31, 2025 and 2024.

There was no net periodic pension cost for the six months ended June 30, 2025 and 2024.

Amounts not yet reflected in net periodic benefit cost and included in AOCI are as follows:

March 31, 2025 December 31, 2024 March 31, 2024

June 30, 2025 December 31, 2024 June 30, 2024

Unamortized net actuarial gain $ 363,000 $ 363,000 $ 384,000

8 unchanged sentences

Note 9 - Other Comprehensive Income (Loss)

The following table summarizes activity in the unrealized gain or loss on available for sale securities included in OCI for the three months ended March 31, 2025 and 2024.

For the three months ended March 31,

The following table summarizes activity in the unrealized gain or loss on available for sale securities included in OCI for the six months and quarters ended June 30, 2025 and 2024.

For the six months ended June 30, For the quarter ended June 30,

2025 2024 2025 2024

Balance at beginning of period $ ( 42,671,000 ) $ ( 39,575,000 ) $ ( 38,702,000 ) $ ( 42,816,000 )

4 unchanged sentences

The reclassification of realized gains is included in the net securities gains line of the consolidated statements of income and comprehensive income and the tax effect is included in the income tax expense line of the same statement.

The following table summarizes activity in the unrealized loss on securities transferred from available for sale to held to maturity included in OCI for the three months ended March 31, 2025 and 2024.

For the three months ended March 31,

The following table summarizes activity in the unrealized loss on securities transferred from available for sale to held to maturity included in OCI for the six months and quarters ended June 30, 2025 and 2024.

For the six months ended June 30, For the quarter ended June 30,

2025 2024 2025 2024

Balance at beginning of period $ ( 47,000 ) $ ( 56,000 ) $ ( 45,000 ) $ ( 54,000 )

3 unchanged sentences

Balance at end of period $ ( 60,000 ) $ ( 51,000 ) $ ( 60,000 ) $ ( 51,000 )

The following table presents the effect of the Company's derivative financial instruments included in OCI for the three months ended March 31, 2025 and 2024.

For the three months ended March 31,

The following table presents the effect of the Company's derivative financial instruments included in OCI for the six months and quarters ended June 30, 2025 and 2024.

For the six months ended June 30, For the quarter ended June 30,

2025 2024 2025 2024

Balance at beginning of period $ 157,000 $ 300,000 $ 82,000 $ 735,000

3 unchanged sentences

Balance at end of period $ 84,000 $ 733,000 $ 84,000 $ 733,000

There was no activity in the unrealized gain or loss on postretirement benefits included in OCI for the three months ended March 31, 2025 and 2024.

There was no activity in the unrealized gain or loss on postretirement benefits included in OCI for the six months and quarters ended June 30, 2025 and 2024.

Note 10 - Financial Derivative Instruments

10 unchanged sentences

The details of the Bank's swap agreements are as follows:

March 31, 2025 December 31, 2024 March 31, 2024

June 30, 2025 December 31, 2024 June 30, 2024

Effective Date Maturity Date Variable Index Received Fixed Rate Paid Presentation on Consolidated Balance Sheets Notional Amount Fair Value

2 unchanged sentences

Cash Flow Hedges

04/27/2022 04/27/2024 USD-SOFR-COMPOUND 2.619 % Other Assets — — — — 10,000,000 21,000

01/10/2023 01/01/2026 USD-SOFR-OIS COMPOUND 3.836 % Other Assets $ 75,000,000 $ 106,000 $ 75,000,000 $ 198,000 $ 75,000,000 $ 928,000

8 unchanged sentences

The Company would reclassify unrealized gains or losses accounted for within AOCI into earnings if the interest rate swaps were to become ineffective or the swaps were to terminate for cash flow hedges, or would amortize the gain or loss over the remaining life of the hedged instrument for fair value hedges.

In the second quarter of 2025, a fair value swap with a notional amount of $ 40,000,000 was terminated;

the termination fee paid by the Bank is being amortized over the remaining lives of the underlying hedged instruments.

Amounts paid or received under the swaps are reported in interest income or interest expense in the consolidated statements of income, and reflected in net income in the consolidated statements of cash flows.

3 unchanged sentences

Such loan level arrangements are not designated as hedges for accounting purposes, and are recorded at fair value in the Company’s consolidated balance sheets.

At March 31, 2025 there were 12 customer loan swap arrangements in place.

This compares to 10 customer loan swap arrangements in place at December 31, 2024 and seven customer loan swap arrangements in place at March 31, 2024.

A t June 30, 2025 there were 12 customer loan swap arrangements in place.

This compares to 10 customer loan swap arrangements in place at December 31, 2024 and eight customer loan swap arrangements in place at June 30, 2024.

The details of the Bank's customer loan swap arrangements are detailed below:

March 31, 2025 December 31, 2024 March 31, 2024

June 30, 2025 December 31, 2024 June 30, 2024

Presentation on Consolidated Balance Sheet Number of Positions Notional Amount Fair Value Number of Positions Notional Amount Fair Value Number of Positions Notional Amount Fair Value

9 unchanged sentences

The Bank's arrangement with its institutional counterparty requires it to post cash or other assets as collateral for its various loan swap contracts in a net liability position based on their fair values and the Bank's credit rating or receive cash collateral for contracts in a net asset position as requested.

At March 31, 2025, there was no collateral posted on its swap contracts or required amount to be pledged.

At June 30, 2025, there was no collateral posted on its swap contracts or required amount to be pledged.

Note 11 – Mortgage Servicing Rights

3 unchanged sentences

The model utilizes several assumptions, the most significant of which is loan prepayments, calculated using a three-months moving average of weekly prepayment data published by the PSA and modeled against the serviced loan portfolio, and the discount rate to discount future cash flows.

As of March 31, 2025, the prepayment assumption using the PSA model was 136, which translates into an anticipated prepayment rate of 6.53 %.

As of June 30, 2025, the prepayment assumption using the PSA model was 132, which translates into an anticipated prepayment rate of 6.34 %.

The discount rate is 9.75 %.

2 unchanged sentences

Amortization of mortgage servicing rights, as well as write-offs due to prepayments of the related mortgage loans, are recorded as a charge against mortgage servicing fee income.

For the three months ended March 31, 2025 and 2024, servicing rights capitalized totaled $ 13,000 and $ 4,000 , respectively.

Servicing rights amortized for the three-month periods ended March 31, 2025 and 2024 were $ 71,000 and $ 84,000 , respectively.

The fair value of servicing rights was $ 2,973,000 , $ 3,054,000 , and $ 3,423,000 at March 31, 2025, December 31, 2024 and March 31, 2024, respectively.

The Bank serviced loans for others totaling $ 293,503,000 , $ 297,950,000 , and $ 315,414,000 at March 31, 2025, December 31, 2024, and March 31, 2024, respectively.

For the six months ended June 30, 2025 and 2024, servicing rights capitalized totaled $ 27,000 and $ 8,000 , respectively.

Servicing rights amortized for the six-month periods ended June 30, 2025 and 2024 were $ 144,000 and $ 164,000 , respectively.

The fair value of servicing rights was $ 2,903,000 , $ 3,054,000 , and $ 3,281,000 at June 30, 2025, December 31, 2024 and June 30, 2024, respectively.

The Bank serviced loans for others totaling $ 287,718,000 , $ 297,950,000 , and $ 307,637,000 at June 30, 2025, December 31, 2024, and June 30, 2024, respectively.

Mortgage servicing rights are included in other assets and detailed in the following table:

March 31, 2025 December 31, 2024 March 31, 2024

June 30, 2025 December 31, 2024 June 30, 2024

Mortgage servicing rights $ 8,768,000 $ 8,741,000 $ 8,709,000

6 unchanged sentences

Note 13 - Certificates of Deposit

The following table represents the breakdown of certificates of deposit at March 31, 2025 and 2024, and at December 31, 2024:

March 31, 2025 December 31, 2024 March 31, 2024

The following table represents the breakdown of certificates of deposit at June 30, 2025 and 2024, and at December 31, 2024:

June 30, 2025 December 31, 2024 June 30, 2024

Certificates of deposit < $100,000 $ 774,521,000 $ 702,632,000 $ 728,410,000

55 unchanged sentences

The credit value adjustments associated with derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties.

As of March 31, 2025 and 2024, and December 31, 2024, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives due to collateral postings.

As of June 30, 2025 and 2024, and December 31, 2024, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives due to collateral postings.

Customer Loan Derivatives

13 unchanged sentences

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following tables present the balances of assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2025, December 31, 2024 and March 31, 2024.

At March 31, 2025

The following tables present the balances of assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2025, December 31, 2024 and June 30, 2024.

At June 30, 2025

Level 1 Level 2 Level 3 Total

Securities available for sale

Government-sponsored agencies $ — $ 18,950,000 $ — $ 18,950,000

Treasury & Agency securities $ — $ 19,034,000 $ — $ 19,034,000

Mortgage-backed securities — 224,416,000 — 224,416,000

6 unchanged sentences

Total assets $ — $ 282,672,000 $ — $ 282,672,000

At March 31, 2025

At June 30, 2025

Level 1 Level 2 Level 3 Total

5 unchanged sentences

Securities available for sale

Government-sponsored agencies $ — $ 19,796,000 $ — $ 19,796,000

Treasury & Agency securities $ — $ 19,796,000 $ — $ 19,796,000

Mortgage-backed securities — 219,382,000 — 219,382,000

11 unchanged sentences

Total liabilities $ — $ 5,617,000 $ — $ 5,617,000

At March 31, 2024

At June 30, 2024

Level 1 Level 2 Level 3 Total

Securities available for sale

Government-sponsored agencies $ — $ 19,693,000 $ — $ 19,693,000

Treasury & Agency securities $ — $ 19,778,000 $ — $ 19,778,000

Mortgage-backed securities — 217,823,000 — 217,823,000

6 unchanged sentences

Total assets $ — $ 279,476,000 $ — $ 279,476,000

At March 31, 2024

At June 30, 2024

Level 1 Level 2 Level 3 Total

5 unchanged sentences

Mortgage servicing rights are presented at fair value with no impairment reserve for each of the periods presented.

There was no OREO or related allowance at March 31, 2025 and 2024 .

OREO is presented net of an allowance of $ 35,000 at December 31, 2024.

There was no OREO or related allowance at June 30, 2025.

OREO is presented net of an allowance of $ 35,000 at December 31, 2024 and with no related allowance at June 30, 2024.

Only collateral-dependent IAL with a related specific ACL or a partial charge off are included in IAL for purposes of fair value disclosures.

IAL below are presented net of specific allowances of $ 1,029,000 and $ 821,000 at March 31, 2025 and December 31, 2024, respectively.

There were no collateral-dependent IAL with a related specific ACL or a partial charge off at March 31, 2024.

At March 31, 2025

IAL below are presented net of specific allowances of $ 326,000 and $ 821,000 at June 30, 2025 and December 31, 2024, respectively.

There were no collateral-dependent IAL with a related specific ACL or a partial charge off at June 30, 2024.

At June 30, 2025

Level 1 Level 2 Level 3 Total

8 unchanged sentences

Total assets $ — $ 3,765,000 $ — $ 3,765,000

At March 31, 2024

At June 30, 2024

Level 1 Level 2 Level 3 Total

Mortgage servicing rights — 3,281,000 $ — $ 3,281,000

Other real estate owned — 208,000 — 208,000

Total assets — 3,489,000 $ — $ 3,489,000

12 unchanged sentences

Carrying value is used because the accounts have no stated maturity and the customer has the ability to withdraw funds immediately.

The carrying amount and estimated fair values for financial instruments as of March 31, 2025 were as follows:

The carrying amount and estimated fair values for financial instruments as of June 30, 2025 were as follows:

Carrying value Estimated fair value Level 1 Level 2 Level 3

41 unchanged sentences

Total borrowed funds 146,278,000 146,247,000 — 146,247,000 —

The carrying amount and estimated fair values for financial instruments as of March 31, 2024 were as follows:

The carrying amount and estimated fair values for financial instruments as of June 30, 2024 were as follows:

Carrying value Estimated fair value Level 1 Level 2 Level 3

29 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements