What changed in this filing

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Item 1. Financial Statements

2025-10-29 compared with 2025-08-06 · 147 added, 98 removed, 1141 unchanged (18% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS (dollars in thousands, except share data)

September 30,

2025 December 31,

18 unchanged sentences

Total deposits 6,024,318 5,900,966

Federal Home Loan Bank advance 1,200 0

Other borrowings 5,000 0

Borrowings - Federal Home Loan Bank advances:

Short-term advance 55,000 0

Long-term advance 1,200 0

Total borrowings 56,200 0

5 unchanged sentences

90,000,000 shares authorized, no par value

26,016,494 shares issued and 25,525,105 outstanding as of June 30, 2025

26,023,644 shares issued and 25,528,732 outstanding as of September 30, 2025

25,978,831 shares issued and 25,509,592 outstanding as of December 31, 2024

2 unchanged sentences

Accumulated other comprehensive income (loss) ( 140,703 ) ( 166,500 )

Treasury stock at cost ( 491,389 shares as of June 30, 2025, 469,239 shares as of December 31, 2024)

Treasury stock at cost ( 494,912 shares as of September 30, 2025, 469,239 shares as of December 31, 2024)

( 17,608 ) ( 15,754 )

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

13 unchanged sentences

Provision for credit losses

2,000 3,059 11,800 13,059

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 54,073 46,214 152,024 131,926

5 unchanged sentences

Merchant and interchange fee income

892 898 2,568 2,653

Bank owned life insurance income 1,567 1,068 2,929 2,994

Interest rate swap fee income 0 0 20 0

Mortgage banking income 124 23 73 75

Mortgage banking income (loss) ( 6 ) ( 7 ) 67 68

Net securities gains (losses)

Net gain on Visa shares 0 9,011 0 9,011

Net gain (loss) on Visa shares

0 ( 15 ) 0 8,996

Other income 749 1,027 2,005 3,908

19 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited - dollars in thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Net income $ 26,404 $ 23,338 $ 73,455 $ 69,288

Other comprehensive income (loss)

Other comprehensive income

Change in available-for-sale and transferred securities:

Unrealized holding gain (loss) on securities available-for-sale arising during the period 2,989 ( 4,991 ) 5,804 ( 20,380 )

Reclassification adjust for amortization of unrealized losses on securities transferred to held-to-maturity 489 489 979 985

Unrealized holding gain on securities available-for-sale arising during the period 25,345 40,411 31,149 20,031

Reclassification adjustment for amortization of unrealized losses on securities transferred to held-to-maturity 489 488 1,468 1,473

Reclassification adjustment for (gains) losses included in net income 0 0 0 46

7 unchanged sentences

Net of tax amount 10 12 30 35

Total other comprehensive income (loss), net of tax 2,758 ( 3,545 ) 5,379 ( 15,263 )

Total other comprehensive income, net of tax 20,418 32,322 25,797 17,059

Comprehensive income $ 46,822 $ 55,660 $ 99,252 $ 86,347

8 unchanged sentences

Interest Total

Balance at April 1, 2024

Balance at July 1, 2024

25,503,744 $ 126,871 $ 713,541 $ ( 170,458 ) $ ( 15,453 ) $ 654,501 $ 89 $ 654,590

1 unchanged sentence

Net income 23,338 23,338 23,338

Other comprehensive income (loss), net of tax ( 3,545 ) ( 3,545 ) ( 3,545 )

Other comprehensive income, net of tax 32,322 32,322 32,322

Cash dividends declared and paid, $ 0.48 per share

3 unchanged sentences

Stock based compensation expense 1,260 1,260 1,260

Balance at June 30, 2024

Balance at September 30, 2024

25,506,084 $ 128,346 $ 724,550 $ ( 138,136 ) $ ( 15,668 ) $ 699,092 $ 89 $ 699,181

Balance at April 1, 2025

Balance at July 1, 2025

25,525,105 $ 130,664 $ 757,739 $ ( 161,121 ) $ ( 17,384 ) $ 709,898 $ 89 $ 709,987

1 unchanged sentence

Net income 26,404 26,404 26,404

Other comprehensive income (loss), net of tax 2,758 2,758 2,758

Other comprehensive income, net of tax 20,418 20,418 20,418

Cash dividends declared and paid, $ 0.50 per share

( 12,852 ) ( 12,852 ) ( 12,852 )

Treasury shares purchased under share repurchase plan ( 30,300 ) ( 1,705 ) ( 1,705 ) ( 1,705 )

Treasury shares purchased under deferred directors' plan ( 3,523 ) 224 ( 224 ) 0 0

Stock activity under equity compensation plans 7,150 0 0 0

Stock based compensation expense 3,546 3,546 3,546

Balance at June 30, 2025

Balance at September 30, 2025

25,528,732 $ 134,434 $ 771,291 $ ( 140,703 ) $ ( 17,608 ) $ 747,414 $ 89 $ 747,503

The accompanying notes are an integral part of these consolidated financial statements.

Six Months Ended

Nine Months Ended

Common Stock Retained

7 unchanged sentences

Impact of ASU 2023-02 adoption, net of tax ( 532 ) ( 532 ) ( 532 )

Adjusted balance at January 1, 2024 25,430,566 127,692 692,228 ( 155,195 ) ( 15,553 ) 649,172 89 649,261

Adjusted balance January 1, 2024

25,430,566 127,692 692,228 ( 155,195 ) ( 15,553 ) 649,172 89 649,261

Comprehensive income:

Net income 69,288 69,288 69,288

Other comprehensive income (loss), net of tax ( 15,263 ) ( 15,263 ) ( 15,263 )

Other comprehensive income, net of tax 17,059 17,059 17,059

Cash dividends declared and paid, $ 1.44 per share

4 unchanged sentences

Stock based compensation expense 3,135 3,135 3,135

Balance at June 30, 2024

Balance at September 30, 2024

25,506,084 $ 128,346 $ 724,550 $ ( 138,136 ) $ ( 15,668 ) $ 699,092 $ 89 $ 699,181

3 unchanged sentences

Net income 73,455 73,455 73,455

Other comprehensive income (loss), net of tax 5,379 5,379 5,379

Other comprehensive income, net of tax 25,797 25,797 25,797

Cash dividends declared and paid, $ 1.50 per share

5 unchanged sentences

Stock based compensation expense 6,114 0 6,114 6,114

Balance at June 30, 2025

Balance at September 30, 2025

25,528,732 $ 134,434 $ 771,291 $ ( 140,703 ) $ ( 17,608 ) $ 747,414 $ 89 $ 747,503

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited - in thousands)

Six Months Ended June 30, 2025 2024

Nine Months Ended September 30, 2025 2024

Cash flows from operating activities:

33 unchanged sentences

Net increase (decrease) in short-term borrowings 0 30,000

Proceeds from short-term FHLB borrowings 55,000 0

Proceeds from long-term FHLB borrowings 1,200 0

13 unchanged sentences

Supplemental non-cash disclosures:

Right-of-use assets obtained in exchange for lease liabilities, net 20 0

Right-of-use assets obtained in exchange for lease liabilities 926 2,699

The accompanying notes are an integral part of these consolidated financial statements.

10 unchanged sentences

In the opinion of management, all adjustments (all of which are normal and recurring in nature) considered necessary for a fair presentation have been included.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for any subsequent reporting periods, including the year ending December 31, 2025.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for any subsequent reporting periods, including the year ending December 31, 2025.

The Company’s 2024 Annual Report on Form 10-K should be read in conjunction with these statements.

70 unchanged sentences

The Company is currently evaluating the impact of this update on its disclosures, however does not expect the adoption of this update to have a material impact on the consolidated financial statements.

On September 18, 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal Use-Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software" , to modernize the accounting for software costs to better align the guidance with current software development practices.

Specifically, many entities have shifted from using a prescriptive and sequential ("linear") development method to using an incremental and iterative ("agile") development method, the latter of which is not contemplated in the current guidance and presents a challenge to stakeholders in determining when to begin capitalizing internal-use software costs.

The amendments in this update remove all references to linear project stages, and instead require an entity to start capitalizing software costs when both of the following occur:

(1) Management has authorized and committed to funding the software project and (2) It is probable that the project will be completed and the software will be used to perform the function intended (referred to as the "probable-to-complete recognition threshold").

In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software (referred to as "significant development uncertainty".) The two factors to consider in determining whether the re is significant development uncertainty are whether:

(1) The software being developed has technological innovations or novel, unique, or unproven functions or features, and the uncertainty related to those technological innovations, functions, or features, if identified, has not been resolved through coding and testing and (2) The entity has determined what it needs the software to do, including whether the entity has identified or continues to substantially revise the software's significant performance requirements.

The amendments in the update specify that internal-use software costs must be disclosed according to applicable property, plant and equipment guidance, regardless of how such costs are presented in the financial statements.

Furthermore, the amendments in the update supersede website development costs guidance and incorporate the recognition requirements for website-specific development costs into Subtopic 350-40.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The amendments in the update may be applied using a prospective transition approach, a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption or a retrospective transition approach.

Debt securities purchased with the intent and ability to hold to their maturity are classified as held-to-maturity securities.

4 unchanged sentences

Cost Gross Unrealized Gain Gross Unrealized Losses Allowance for Credit Losses Fair Value

June 30, 2025

September 30, 2025

Treasury securities $ 5,011 $ 0 $ ( 10 ) $ 0 $ 5,001

government sponsored agencies 139,611 83 ( 22,627 ) 0 117,067

13 unchanged sentences

Cost Gross Unrealized Gain Gross Unrealized Losses Allowance for Credit Losses Fair Value

June 30, 2025

September 30, 2025

State and municipal securities $ 132,799 $ 0 $ ( 18,995 ) $ 0 $ 113,804

4 unchanged sentences

The net unrealized gain or loss on the transferred securities was recorded as a component of accumulated other comprehensive income (loss) at the time of the transfer and is amortized over the remaining life of the underlying securities as an adjustment to the yield on those securities.

The net amount of the unamortized unrealized loss on the transferred securities included in accumulated other comprehensive income (loss) was $ 18.0 million ($ 14.2 million, net of tax) at June 30, 2025.

Information regarding the amortized cost and fair value of available-for-sale and held-to-maturity debt securities by maturity as of June 30, 2025 is presented below.

The net amount of the unamortized unrealized loss on the transferred securities included in accumulated other comprehensive income (loss) was $ 17.5 million ($ 13.8 million, net of tax) at September 30, 2025.

Information regarding the amortized cost and fair value of available-for-sale and held-to-maturity debt securities by maturity as of September 30, 2025 is presented below.

Maturity information is based on contractual maturity for all securities other than mortgage-backed securities.

11 unchanged sentences

Available-for-sale securities proceeds, gross gains and gross losses are presented below.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(dollars in thousands) 2025 2024 2025 2024

7 unchanged sentences

Gains and losses on sales are based on the amortized cost of the security sold and recorded on the trade date.

Securities with fair values of $ 542.8 million and $ 560.2 million were pledged as of June 30, 2025 and December 31, 2024, respectively, as collateral for borrowings from the Federal Home Loan Bank ("FHLB") and Federal Reserve Bank and for other purposes as permitted or required by law.

Securities with fair values of $ 547.7 million and $ 560.2 million were pledged as of September 30, 2025 and December 31, 2024, respectively, as collateral for borrowings from the Federal Home Loan Bank ("FHLB") and Federal Reserve Bank and for other purposes as permitted or required by law.

Unrealized Loss Analysis on Available-for-Sale and Held-to-Maturity Securities

Information regarding available-for-sale securities with unrealized losses as of June 30, 2025 and December 31, 2024 is presented on the following page.

Information regarding available-for-sale securities with unrealized losses as of September 30, 2025 and December 31, 2024 is presented on the following page.

The table divides the securities between those with unrealized losses for less than twelve months and those with unrealized losses for twelve months or more.

4 unchanged sentences

Value Unrealized

June 30, 2025

September 30, 2025

Treasury securities $ 5,001 $ 10 $ 0 $ 0 $ 5,001 $ 10

government sponsored agencies 4,988 12 106,997 22,615 111,985 22,627

9 unchanged sentences

Total available-for-sale $ 36,132 $ 688 $ 943,487 $ 190,487 $ 979,619 $ 191,175

Information regarding held-to-maturity securities with unrealized losses as of June 30, 2025 and December 31, 2024 is presented below.

Information regarding held-to-maturity securities with unrealized losses as of September 30, 2025 and December 31, 2024 is presented below.

The table divides the securities between those with unrealized losses for less than twelve months and those with unrealized losses for twelve months or more.

4 unchanged sentences

Value Unrealized

June 30, 2025

September 30, 2025

State and municipal securities $ 0 $ 0 $ 113,804 $ 18,995 $ 113,804 $ 18,995

1 unchanged sentence

State and municipal securities $ 0 $ 0 $ 113,107 $ 18,461 $ 113,107 $ 18,461

The total number of securities with unrealized losses as of June 30, 2025 and December 31, 2024 is presented below.

The total number of securities with unrealized losses as of September 30, 2025 and December 31, 2024 is presented below.

Available-for-Sale Held-to-Maturity

3 unchanged sentences

or more Total

June 30, 2025

September 30, 2025

Treasury securities 1 0 1 0 0 0

government sponsored agencies 1 17 18 0 0 0

12 unchanged sentences

If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through the consolidated income statement.

For available-for-sale debt securities that do not meet the above criteria and for held-to-maturity securities, management evaluates whether the decline in fair value has resulted from credit losses or other factors.

In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically

related to the security and the issuer, among other factors.

For available-for-sale debt securities that do not

meet the above criteria and for held-to-maturity securities, management evaluates whether the decline in fair value has resulted from credit losses or other factors.

If this assessment indicates that a credit loss exists, management compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security.

1 unchanged sentence

For available-for-sale debt securities, any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income (loss), net of applicable taxes.

No allowance for credit losses for available-for-sale or held-to-maturity debt securities was recorded at June 30, 2025 or December 31, 2024.

Accrued interest receivable on securities totaled $ 7.6 million and $ 7.5 million at June 30, 2025 and December 31, 2024, respectively, and is excluded from the estimate of credit losses.

No allowance for credit losses for available-for-sale or held-to-maturity debt securities was recorded at September 30, 2025 or December 31, 2024.

Accrued interest receivable on securities totaled $ 7.1 million and $ 7.5 million at September 30, 2025 and December 31, 2024, respectively, and is excluded from the estimate of credit losses.

Treasury, U.S.

government sponsored agencies and mortgage-backed securities are either explicitly or implicitly guaranteed by the U.S.

2 unchanged sentences

State and municipal securities credit losses are benchmarked against highly rated municipal securities of similar duration, as published by Moody's, resulting in an immaterial allowance for credit losses.

(dollars in thousands) June 30,

(dollars in thousands) September 30,

2025 December 31,

14 unchanged sentences

Other commercial loans 91,833 1.7 95,584 1.9

95,442 1.8 95,584 1.9

Total commercial loans $ 4,605,071 87.7 $ 4,526,365 88.4

10 unchanged sentences

Loans, net $ 5,180,451 $ 5,031,988

The recorded investment in loans does not include accrued interest, which totaled $ 20.9 million and $ 20.3 million as of June 30, 2025 and December 31, 2024, respectively.

The Company h ad $ 907,000 and $ 424,000 in residential real estate loans in the process of foreclosure as of June 30, 2025 and December 31, 2024, respectively.

The recorded investment in loans does not include accrued interest, which totaled $ 21.0 million and $ 20.3 million as of September 30, 2025 and December 31, 2024, respectively.

The Company h ad $ 1.2 million and $ 424,000 in residential real estate loans in the process of foreclosure as of September 30, 2025 and December 31, 2024, respectively.

ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY

59 unchanged sentences

(dollars in thousands) Commercial and Industrial Commercial Real Estate and Multifamily Residential Agri-business and Agricultural Other Commercial Consumer 1-4 Family Mortgage Other Consumer Unallocated Total

Three Months Ended June 30, 2025

Beginning balance, April 1 $ 52,302 $ 30,468 $ 3,500 $ 723 $ 3,464 $ 1,517 $ 459 $ 92,433

Three Months Ended September 30, 2025

Beginning balance, July 1 $ 25,882 $ 31,082 $ 3,299 $ 720 $ 3,590 $ 1,579 $ 400 $ 66,552

Provision for credit losses 1,447 ( 197 ) ( 80 ) ( 29 ) 460 428 ( 29 ) 2,000

4 unchanged sentences

Three Months Ended June 30, 2024

Beginning balance, April 1 $ 30,720 $ 32,078 $ 4,112 $ 1,022 $ 3,518 $ 1,229 $ 501 $ 73,180

Three Months Ended September 30, 2024

Beginning balance, July 1 $ 39,161 $ 31,687 $ 3,668 $ 820 $ 3,586 $ 1,390 $ 399 $ 80,711

Provision for credit losses 3,498 ( 355 ) ( 254 ) ( 86 ) ( 16 ) 308 ( 36 ) 3,059

4 unchanged sentences

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Beginning balance, January 1 $ 45,539 $ 30,865 $ 3,541 $ 743 $ 3,358 $ 1,531 $ 383 $ 85,960

5 unchanged sentences

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Beginning balance, January 1 $ 30,338 $ 31,335 $ 4,150 $ 1,129 $ 3,474 $ 1,174 $ 372 $ 71,972

19 unchanged sentences

Loans listed as Not Rated are consumer loans or commercial loans with consumer characteristics included in groups of homogenous loans which are analyzed for credit quality indicators utilizing delinquency status.

The following table summarizes the risk category of loans by loan segment and year of origination as of June 30, 2025:

The following table summarizes the risk category of loans by loan segment and year of origination as of September 30, 2025:

(dollars in thousands) 2025 2024 2023 2022 2021 Prior Term Total Revolving Total

205 unchanged sentences

Loans may be returned to accrual status when all the principal and interest amounts contractually due are brought current, remain current for a prescribed period, and future payments are reasonably assured.

The following table presents the aging of the amortized cost basis in past due loans as of June 30, 2025 by class of loans and loans past due 90 days or more and still accruing by class of loan:

The following table presents the aging of the amortized cost basis in past due loans as of September 30, 2025 by class of loans and loans past due 90 days or more and still accruing by class of loan:

(dollars in thousands) Loans Not Past Due 30-89 Days Past Due Greater than 89 Days Past Due and Accruing Total Accruing Total Nonaccrual Nonaccrual With No Allowance For Credit Loss Total

17 unchanged sentences

Total $ 5,228,906 $ 981 $ 7 $ 5,229,894 $ 18,725 $ 1,514 $ 5,248,619

An insignificant amount of interest income was recognized on nonaccrual loans during the three and six month periods ended June 30, 2025.

An insignificant amount of interest income was recognized on nonaccrual loans during the three and nine month periods ended September 30, 2025.

The following table presents the aging of the amortized cost basis in past due loans as of December 31, 2024 by class of loans and loans past due 90 days or more and still accruing by class of loan:

24 unchanged sentences

The following tables present the amortized cost basis of collateral dependent loans by class of loan as of:

June 30, 2025

September 30, 2025

(dollars in thousands) Real Estate General

35 unchanged sentences

In the event forgiveness of principal is provided, the amount of the forgiveness is charged off against the allowance for credit losses.

During the three and six months ended June 30, 2025 and 2024, there were no material modifications made to borrowers experiencing financial difficulty.

The following table presents the amortized cost basis at the end of the reporting period of loans that were experiencing financial difficulty and received a modification of terms during the three and nine months ended September 30, 2025, by class and type of modification.

The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivables at the end of the reporting period is also presented below:

(dollars in thousands) Combination Principal Forgiveness and Interest Rate Reduction Total Modifications Total Class of Financing Receivable

Three and Nine Months Ended September 30, 2025

Consumer 1-4 family mortgage loans:

Open end and junior lien loans $ 1,994 $ 1,994 0.82 %

Total consumer 1-4 family mortgage loans 1,994 1,994 0.37

Total consumer loans 1,994 1,994 0.31

Total loan modifications made to borrowers experiencing financial difficulty $ 1,994 $ 1,994 0.04 %

The Company has no material commitments to lend additional funds to borrowers included in the previous table.

During the three and nine months ended September 30, 2024, no modifications were made to loans for borrowers experiencing financial difficulty.

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty:

(dollars in thousands) Principal Forgiveness Weighted Average Interest Rate Reduction

Three and Nine Months Ended September 30, 2025

Commercial and industrial loans:

Working capital lines of credit loans (1) $ 28,607 7.00 %

Total commercial and industrial loans 28,607 7.00 %

Total commercial loans 28,607 7.00 %

Total financial effect of loan modifications made to borrowers experiencing financial difficulty $ 28,607 7.00 %

(1) Principal forgiveness of $ 28.6 million represents one $ 30.6 million working capital line of credit loan, of which $ 28.6 million was charged off.

The remaining $ 2.0 million was financed into an open end and junior lien loan with a personal guarantor of the forgiven loan.

The modified note is collateralized by several of the guarantor's commercial and residential real estate properties.

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty by reviewing the delinquency and payment default status of such loans to understand the effectiveness of its relief efforts.

At June 30, 2025, no loans within the previous twelve months received a modification due to a borrower experiencing financial difficulty.

At September 30, 2025, no loans receiving a modification due to borrower financial difficulty within the previous twelve months were greater than 30 days or more past due.

Upon the Company's determination that a modified loan (or portion thereof) has subsequently been deemed uncollectible, the loan (or a portion thereof) is written off.

Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

For the period ended June 30, 2025, the Company had an advance outstanding from the Federal Home Loan Bank of Indianapolis ("FHLBI") of $ 1.2 million.

The fixed rate bullet advance due March 12, 2035 has an interest rate of 0.00 % in the amount of $ 1.2 million.

For the periods ended below, advances from the Federal Home Loan Bank of Indianapolis ("FHLBI") were as follows:

(dollars in thousands) September 30, 2025 December 31, 2024

Short-term fixed rate bullet advance, 4.31 %, due October 3, 2025

Long-term fixed rate bullet advance, 0.00 %, due March 12, 2035

Total $ 56,200 $ 0

For the period ended September 30, 2025, the Company had advances outstanding from the Federal Home Loan Bank of Indianapolis ("FHLBI") of $ 56.2 million.

The fixed rate bullet advance of $ 55.0 million due October 3, 2025 had an interest rate of 4.31 %.

The fixed rate bullet advance of $ 1.2 million due March 12, 2035 had an interest rate of 0.00 %.

The $ 1.2 million advance is a rate-subsidized Community Development Financial Institution ("CDFI") Rate Buydown Advance offered by the FHLBI.

1 unchanged sentence

For the period ended December 31, 2024, the Company had no advances outstanding with the FHLBI.

There were no Federal Funds purchased outstanding at June 30, 2025 and December 31, 2024.

There were no Federal Funds purchased outstanding at September 30, 2025 and December 31, 2024.

On October 10, 2025, the Company renewed an unsecured revolving credit agreement with a financial institution allowing the Company to borrow up to $ 30.0 million.

2 unchanged sentences

The credit agreement includes a negative pledge agreement whereby the Company agrees not to pledge or otherwise encumber the stock of the Bank.

During the second quarter of 2025, the Company borrowed $ 5.0 million on the credit agreement, upon utilization of the share repurchase plan.

The credit agreement had an outstanding balance of $ 5.0 million at June 30, 2025.

The outstanding balance was repaid on July 9, 2025.

There was no outstanding balance on the credit agreement at December 31, 2024.

There was no outstanding balance on the credit agreement at September 30, 2025 and December 31, 2024.

FAIR VALUE DISCLOSURES

14 unchanged sentences

Both of these areas report directly to the Executive Vice President and Chief Financial Officer of the Company.

For assets or liabilities that may be considered for Level

3 fair value measurement on a recurring basis, these two departments and the Executive Vice President and Chief Financial Officer determine the appropriate level of the assets or liabilities under consideration.

For assets or liabilities that may be considered for Level 3 fair value measurement on a recurring basis, these two departments and the Executive Vice President and Chief Financial Officer determine the appropriate level of the assets or liabilities under consideration.

If there are new assets or liabilities that are determined to be Level 3 by this group, the Risk Management Committee of the Company and the Audit Committee of the Board are made aware of such assets at their next scheduled meeting.

Securities pricing is obtained on securities from a third party pricing service and all security prices are tested annually against prices from another third party provider and reviewed with a market value price tolerance variance that varies by sector:

Securities pricing is obtained from a third party pricing service and all security prices are tested annually against prices from another third party provider and reviewed with a market value price tolerance variance that varies by sector:

municipal securities +/- 5 %, government MBS/CMO +/- 3 % and U.S.

31 unchanged sentences

Mortgage servicing rights:

As of June 30, 2025, the value of the Company’s Level 3 servicing assets for residential mortgage loans (“MSRs”) was $ 1.7 million, carried at amortized cost and no valuation reserve.

As of September 30, 2025, the value of the Company’s Level 3 servicing assets for residential mortgage loans (“MSRs”) was $ 1.7 million, carried at amortized cost and no valuation reserve.

These residential mortgage loans have a weighted average interest rate of 3.9 %, a weighted average maturity of 20 years and are secured by homes generally within the Company’s market area of Northern Indiana and Indianapolis.

1 unchanged sentence

Impairment is estimated based on an income approach.

The inputs used include estimates of prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, ancillary income, late fees and float income.

The inputs used include estimates of prepayment speeds, discount rate,

cost to service, escrow account earnings, contractual servicing fee income, ancillary income, late fees and float income.

The most significant assumption used to value MSRs is prepayment rate.

1 unchanged sentence

The most significant unobservable assumption is the discount rate.

At June 30, 2025, the constant

prepayment speed (“PSA”) used was 156 and used a discount rate of 10.0 %.

At September 30, 2025, the constant prepayment speed (“PSA”) used was 163 and used a discount rate of 9.5 %.

At December 31, 2024, the PSA used was 157 and the discount rate used was 10.0 %.

9 unchanged sentences

The tables below present the balances of assets measured at fair value on a recurring basis:

June 30, 2025

September 30, 2025

Fair Value Measurements Using Assets

1 unchanged sentence

(dollars in thousands) Level 1 Level 2 Level 3

Treasury securities $ 5,001 $ 0 $ 0 $ 5,001

government sponsored agency securities 0 117,067 0 117,067

25 unchanged sentences

The tables below present the balances of assets measured at fair value on a nonrecurring basis:

June 30, 2025

September 30, 2025

Fair Value Measurements Using Assets

25 unchanged sentences

Total assets $ 0 $ 0 $ 27,151 $ 27,151

The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a non-recurring basis at June 30, 2025:

The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a non-recurring basis at September 30, 2025:

(dollars in thousands) Fair Value Valuation Methodology Unobservable Inputs Average Range of Inputs

15 unchanged sentences

Items that are not financial instruments are not included.

June 30, 2025

September 30, 2025

Value Estimated Fair Value

13 unchanged sentences

All other deposits 5,238,569 5,238,569 0 0 5,238,569

Federal Home Loan Bank advance 1,200 0 758 0 758

Miscellaneous borrowings 5,000 0 4,999 0 4,999

Federal Home Loan Bank advances:

Short-term advance 55,000 55,000 0 0 55,000

Long-term advance 1,200 0 781 0 781

Mortgage banking derivative 1 0 1 0 1

22 unchanged sentences

OFFSETTING ASSETS AND LIABILITIES

The following tables summarize gross and net information about financial instruments and derivative instruments that are offset in the statement of financial position or that are subject to an enforceable master netting arrangement at June 30, 2025 and December 31, 2024.

June 30, 2025

September 30, 2025

Gross Amounts of Recognized Assets/Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts presented in the Statement of Financial Position Gross Amounts Not Offset in the Statement of Financial Position Net Amount

16 unchanged sentences

Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock based awards and warrants, none of which were antidilutive.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables summarize the changes within each classification of accumulated other comprehensive income (loss) for the three months ended June 30, 2025 and 2024, all shown net of tax:

The following tables summarize the changes within each classification of accumulated other comprehensive income (loss) for the three months ended September 30, 2025 and 2024, all shown net of tax:

(dollars in thousands) Unrealized Gains and Losses on Available-

for-Sales Securities Defined Benefit Pension Items Total

Balance at April 1, 2025

Balance at July 1, 2025

$ ( 160,573 ) $ ( 548 ) $ ( 161,121 )

2 unchanged sentences

Net current period other comprehensive income (loss) 20,408 10 20,418

Balance at June 30, 2025 $ ( 160,573 ) $ ( 548 ) $ ( 161,121 )

Balance at September 30, 2025 $ ( 140,165 ) $ ( 538 ) $ ( 140,703 )

(dollars in thousands) Unrealized Gains and Losses on Available-

for-Sales Securities Defined Benefit Pension Items Total

Balance at April 1, 2024

Balance at July 1, 2024

$ ( 169,746 ) $ ( 712 ) $ ( 170,458 )

2 unchanged sentences

Net current period other comprehensive income (loss) 32,310 12 32,322

Balance at June 30, 2024 $ ( 169,746 ) $ ( 712 ) $ ( 170,458 )

The following tables summarize the changes within each classification of accumulated other comprehensive income (loss) for the six months ended June 30, 2025 and 2024, all shown net of tax:

Balance at September 30, 2024 $ ( 137,436 ) $ ( 700 ) $ ( 138,136 )

The following tables summarize the changes within each classification of accumulated other comprehensive income (loss) for the nine months ended September 30, 2025 and 2024, all shown net of tax:

(dollars in thousands) Unrealized Gains and Losses on Available-

4 unchanged sentences

Net current period other comprehensive income (loss) 25,767 30 25,797

Balance at June 30, 2025

Balance at September 30, 2025

$ ( 140,165 ) $ ( 538 ) $ ( 140,703 )

5 unchanged sentences

Net current period other comprehensive income (loss) 17,024 35 17,059

Balance at June 30, 2024

Balance at September 30, 2024

$ ( 137,436 ) $ ( 700 ) $ ( 138,136 )

Reclassifications out of other accumulated other comprehensive income (loss) for the three months ended June 30, 2025 are as follows:

Reclassifications out of other accumulated other comprehensive income (loss) for the three months ended September 30, 2025 are as follows:

Details about

12 unchanged sentences

Total reclassifications for the period $ ( 395 ) Net income

Reclassifications out of other accumulated comprehensive income (loss) for the three months ended June 30, 2024 are as follows:

Reclassifications out of other accumulated comprehensive income (loss) for the three months ended September 30, 2024 are as follows:

Details about

12 unchanged sentences

Total reclassifications for the period $ ( 397 ) Net income

Reclassifications out of accumulated comprehensive income (loss) for the six months ended June 30, 2025 are as follows:

Reclassifications out of accumulated comprehensive income (loss) for the nine months ended September 30, 2025 are as follows:

Details about

12 unchanged sentences

Total reclassifications for the period $ ( 1,189 ) Net income

Reclassifications out of accumulated other comprehensive income (loss) for the six months ended June 30, 2024 are as follows:

Reclassifications out of accumulated other comprehensive income (loss) for the nine months ended September 30, 2024 are as follows:

Details about

29 unchanged sentences

The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases, as allowed as a practical expedient of the standard.

The following is a maturity analysis of the operating lease liabilities as of June 30, 2025:

The following is a maturity analysis of the operating lease liabilities as of September 30, 2025:

Years ending December 31, (in thousands) Operating Lease Obligation

4 unchanged sentences

Right-of-use asset $ 7,249

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(dollars in thousands) 2025 2024 2025 2024

7 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