What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-05-14 · 274 added, 157 removed, 644 unchanged (40% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

March 31, 2025

June 30, 2025

December 31, 2024

4 unchanged sentences

Securities available for sale, at fair value

Restricted stock, at cost

Mortgage loans held for sale

27 unchanged sentences

Authorized 10,000,000 shares;

issued and outstanding 6,363,371 (including 4,961 unvested) shares as of March 31, 2025 and December 31, 2024

issued and outstanding 6,366,001 (including 5,028 unvested) shares as of June 30, 2025 and 6,363,371 (including 4,961 unvested) shares as of December 31, 2024

Retained earnings

4 unchanged sentences

National Bankshares, Inc.

Consoli dated Statements of Income

Three Months Ended March 31,

Consolidated Statements of Income (Loss)

Three Months Ended June 30,

(in thousands, except share and per share data)

9 unchanged sentences

Interest on other deposits

Interest on borrowings

Total interest expense

Net interest income

Provision for (recovery of) credit losses

Net interest income after provision for (recovery of) credit losses

Provision for credit losses

Net interest income after provision for credit losses

Noninterest Income

16 unchanged sentences

Total noninterest expense

Income (loss) before income tax

Income tax expense (benefit)

Net Income (Loss)

Basic net income (loss) per common share

Diluted net income (loss) per common share

Weighted average number of common shares outstanding, basic

Weighted average number of common shares outstanding, diluted

Dividends declared per common share

National Bankshares, Inc.

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended June 30, 2025 and 2024

Three months ended June 30,

(in thousands)

Net Income (Loss)

Other Comprehensive Income (Loss), Net of Tax

Unrealized holding gain (loss) on available for sale securities net of tax of $ 1,000 and

($ 40 ) for the periods ended June 30, 2025 and 2024, respectively

Other comprehensive income (loss), net of tax

Total Comprehensive Income (Loss)

National Bankshares, Inc.

Consolidated Statements of Income

For the Six Months Ended June 30,

(in thousands, except share and per share data)

Interest Income

Interest and fees on loans

Interest on federal funds sold

Interest on interest-bearing deposits

Interest on securities – taxable

Interest on securities – nontaxable

Total interest income

Interest Expense

Interest on time deposits

Interest on other deposits

Interest on borrowings

Total interest expense

Net interest income

Provision for credit losses

Net interest income after provision for credit losses

Noninterest Income

Service charges on deposit accounts

Other service charges and fees

Credit and debit card fees, net

Gain on sale of mortgage loans held for sale

Total noninterest income

Noninterest Expense

Salaries and employee benefits

Occupancy, furniture and fixtures

Data processing and ATM

FDIC assessment

Intangible asset amortization

Franchise taxes

Professional services

Merger-related expense

Conversion expense

Other operating expenses

Total noninterest expense

Income before income tax expense

4 unchanged sentences

Weighted average number of common shares outstanding, diluted

See accompanying notes to consolidated financial statements.

Dividends declared per common share

National Bankshares, Inc.

Consolidate d Statements of Comprehensive Income (Loss)

Three Months Ended March 31, 2025 and 2024

For the Three Months Ended March 31,

Six Months Ended June 30, 2025 and 2024

For the Six Months Ended June 30,

(in thousands)

1 unchanged sentence

Unrealized holding gain (loss) on available for sale securities net of tax of $ 3,017 and

($ 887 ) for the periods ended March 31, 2025 and 2024, respectively

($ 927 ) for the periods ended June 30, 2025 and 2024, respectively

Other comprehensive income (loss), net of tax

3 unchanged sentences

Consolidated Statem ents of Changes in Stockholders’ Equity

Three Months Ended March 31, 2025 and 2024

Three Months Ended June 30, 2025 and 2024

(in thousands except share data)

Common Stock and Additional Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Balances at March 31, 2024

Acquisition of Frontier Community Bank

Cash dividends of $ 0.73 per share

Other comprehensive loss, net of tax of ($ 40 )

Stock based compensation

Balances at June 30, 2024

Balances at March 31, 2025

Cash dividends of $ 0.73 per share

Other comprehensive income, net of tax of $ 1,000

Stock based compensation

Balances at June 30, 2025

Six Months Ended June 30, 2025 and 2024

(in thousands except per share data)

Paid-in Capital

Common Stock and Additional Paid-in Capital

Comprehensive

Balances at December 31, 2023

Acquisition of Frontier Community Bank

Cash dividends of $ 0.73 per share

Other comprehensive loss, net of tax of ($ 927 )

Stock based compensation

Balances at March 31, 2024

Balances at June 30, 2024

Balances at December 31, 2024

Cash dividends of $ 0.73 per share

Other comprehensive income, net of tax of $ 3,017

Stock based compensation

Balances at March 31, 2025

Balances at June 30, 2025

See accompanying notes to consolidated financial statements.

1 unchanged sentence

Consolidat ed Statements of Cash Flows

Three Months Ended March 31, 2025 and 2024

For the Three Months Ended March 31,

Six Months Ended June 30, 2025 and 2024

For the Six Months Ended June 30,

(in thousands)

1 unchanged sentence

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for (recovery of) credit losses

Provision for credit losses

Depreciation of premises and equipment

22 unchanged sentences

Purchases of premises and equipment

Net cash used in investing activities

Cash acquired in the acquisition, net of cash paid

Net cash provided by investing activities

Cash Flows from Financing Activities

1 unchanged sentence

Net change in other deposits

Net cash provided by financing activities

Cash dividends paid

Repayment of borrowings

Net cash (used in) provided by financing activities

Net change in cash and cash equivalents

1 unchanged sentence

Cash and cash equivalents at end of period

For the Three Months Ended March 31,

For the Six Months Ended June 30,

(in thousands)

4 unchanged sentences

Loans charged against the allowance for credit losses

Unrealized holding gains (losses) on securities available for sale

Unrealized holding gain on securities available for sale

Lease liabilities arising from obtaining right-of-use assets during the period

See accompanying notes to consolidated financial statements.

1 unchanged sentence

Notes t o Consolidated Financial Statements

March 31, 2025

June 30, 2025

$ in thousands, except per share data

10 unchanged sentences

Certain policies inherently rely more extensively on the use of estimates, assumptions, and judgments and as such may have a greater possibility of producing results that could be materially different than originally reported.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance of credit losses on loans and acquisition accounting.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of results of operations for the full year or any other interim period.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses on loans and acquisition accounting.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of results of operations for the full year or any other interim period.

The interim period consolidated financial statements and financial information included in this Form 10-Q should be read in conjunction with the notes to consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”).

5 unchanged sentences

Risks and Uncertainties

The Company is closely monitoring risks that may impact its business, including high inflation, along with U.S.

monetary policy maneuvers to reduce inflation.

The Company is closely monitoring risks that may impact its business, including inflation, along with U.S.

monetary policy maneuvers to manage inflation.

Inflation and U.S.

1 unchanged sentence

These risks could adversely affect the Company’s business, financial condition, results of operations, cash flows, credit risk, asset valuations and capital position.

Recent Accounting Pronouncements

Recently Adopted Accounting Developments

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740):

2 unchanged sentences

Lastly, the amendments in this ASU require an entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign.

This ASU is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied on a prospective basis;

however, retrospective application is permitted.

The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

ASU 2023-09 was effective for the Company on January 1, 2025 and applies to annual periods beginning after December 15, 2024.

Adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.” ASU 2024-03 requires public companies to disclose, in the notes to the financial statements, specific information about certain costs and expenses at each interim and annual reporting period.

This includes disclosing amounts related to employee compensation, depreciation, and intangible asset

amortization.

Disaggregation of Income Statement Expenses.” ASU 2024-03 requires public

companies to disclose, in the notes to the financial statements, specific information about certain costs and expenses at each interim and annual reporting period.

This includes disclosing amounts related to employee compensation, depreciation, and intangible asset amortization.

In addition, public companies will need to provide qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The FASB subsequently issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date”, which amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in ASU 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption of ASU 2024-03 is permitted.

Implementation of ASU 2024-03 may be applied prospectively or retrospectively.

11 unchanged sentences

Please refer to the Company’s 2024 Form 10-K, Note 22:

Business Combinations for additional information of the acquisition of FCB.

Business Combination for additional information of the acquisition of FCB.

The following table presents the calculation of the purchase price and the fair value of the identifiable assets and liabilities as of the Acquisition Date.

31 unchanged sentences

Loans include acquired loans and originated loans.

Acquired loans are presented at their outstanding principal balance, net of the remaining purchase discount of $ 7,312 as of March 31, 2025 and $ 7,564 as of December 31, 2024.

Originated loans as of March 31, 2025 and December 31, 2024 are presented at amortized cost, net of deferred fees and costs.

Acquired loans are presented at their outstanding principal balance, net of the remaining purchase discount of $ 6,949 as of June 30, 2025 and $ 7,564 as of December 31, 2024.

Originated loans as of June 30, 2025 and December 31, 2024 are presented at amortized cost, net of deferred fees and costs.

The following table presents the composition of the loan portfolio, excluding mortgage loans held for sale, as of the dates indicated.

9 unchanged sentences

Total loans, net

Accrued interest receivable of $ 3,384 at March 31, 2025 and $ 3,299 at December 31, 2024 is not included in total loans above.

Accrued interest receivable of $ 3,382 at June 30, 2025 and $ 3,299 at December 31, 2024 is not included in total loans above.

Past Due and Nonaccrual Loans

The following tables present the aging of past due loans, by loan pool, as of the dates indicated.

March 31, 2025

June 30, 2025

Real Estate Construction

34 unchanged sentences

The following table presents nonaccrual loans, by loan class, as of the dates indicated:

March 31, 2025

June 30, 2025

December 31, 2024

1 unchanged sentence

Commercial real estate owner-occupied

No accrued interest receivable was reversed against interest income during the three months ended March 31, 2025 or March 31, 2024.

No accrued interest receivable was reversed against interest income during the three and six months ended June 30, 2025 or June 30, 2024.

Allowance for Credit Losses on Loans (“ACLL”)

The following tables present the activity in the ACLL by portfolio segment for the periods indicated:

Activity in the ACLL for the Three Months Ended March 31, 2025

Real Estate Construction

Consumer Real Estate

Commercial Real Estate

Commercial Non Real Estate

Public Sector and IDA

Consumer Non Real Estate

Activity in the ACLL for the Six Months Ended June 30, 2025

Balance, December 31, 2024

Provision for (recovery of) credit losses

Balance, March 31, 2025

Activity in the ACLL for the Three Months Ended March 31, 2024

Balance, June 30, 2025

Activity in the ACLL for the Six Months Ended June 30, 2024

Balance, December 31, 2023

Provision for (recovery of) credit losses

Balance, March 31, 2024

Merger adjustment (1)

Balance, June 30, 2024

Activity in the ACLL for the Year Ended December 31, 2024

6 unchanged sentences

ACLL by Segment and Evaluation Method

March 31, 2025

June 30, 2025

Real Estate Construction

8 unchanged sentences

December 31, 2024

Consumer Real Estate

Commercial Real Estate

Commercial Non Real Estate

Consumer Non Real Estate

Individually evaluated

2 unchanged sentences

Loans by Segment and Evaluation Method

March 31, 2025

June 30, 2025

Real Estate Construction

17 unchanged sentences

If the fair value of the collateral exceeds the amortized cost, no ACLL is required.

As of March 31, 2025, three of the Company’s individually evaluated loans were collateral dependent.

As of December 31, 2024, three of the Company’s individually evaluated loans were collateral dependent.

All collateral dependent loans were secured by real estate as of March 31, 2025 and December 31, 2024.

As of June 30, 2025 and December 31, 2024, three of the Company’s individually evaluated loans were collateral dependent and secured by real estate.

The following table provides detail on collateral dependent loans as of the dates indicated:

March 31, 2025

June 30, 2025

December 31, 2024

13 unchanged sentences

loans with well-defined weaknesses that heighten the risk of default are rated classified.

The following tables present the amortized cost basis of the loan portfolio by year of origination, loan class and credit quality as of March 31, 2025 and December 31, 2024, and gross charge-offs by year of origination for the three months ended March 31, 2025 and the year ended December 31, 2024.

The following tables present the amortized cost basis of the loan portfolio by year of origination, loan class and credit quality as of June 30, 2025 and December 31, 2024, and gross charge-offs by year of origination for the six months ended June 30, 2025 and the year ended December 31, 2024 .

Term Loans Amortized Cost Basis by Origination Year

March 31, 2025

June 30, 2025

Construction, residential

2 unchanged sentences

Special Mention

YTD gross charge-offs

Residential closed-end junior liens

Investor-owned residential real estate

Special Mention

Multifamily residential real estate

3 unchanged sentences

Commercial and industrial

Special Mention

Public sector and IDA

YTD gross charge-offs

Special Mention

YTD gross charge-offs

Other consumer

Special Mention

YTD gross charge-offs

Special Mention

YTD gross charge-offs

Gross Charge Offs by Origination Year for the Six Months Ended June 30, 2025

Residential closed-end first liens

Other consumer

Total Gross Charge-Offs

Term Loans Amortized Cost Basis by Origination Year

2 unchanged sentences

Construction, other

Residential closed-end first liens

Residential closed-end first

Special mention

Residential closed-end junior liens

Residential closed-end junior

Investor-owned residential real

Special mention

Multifamily residential real estate

Multifamily residential real

Commercial real estate, owner

2 unchanged sentences

Commercial and industrial

YTD gross charge-offs

Public sector and IDA

YTD gross charge-offs

Special mention

YTD gross charge-offs

Other Consumer

Special mention

YTD gross charge-offs

Special mention

YTD gross charge-offs

Gross Charge Offs by Origination Year for the Twelve Monts Ended December 31, 2024

Commercial and industrial

Other Consumer

Total YTD gross charge-offs

Loan Modifications to Borrowers Experiencing Financial Difficulty

2 unchanged sentences

If the loan exceeds $ 400 , if it is placed in nonaccrual, or if foreclosure is probable, the loan is individually evaluated for the ACLL.

During the three months ended March 31, 2025, no loans were modified for borrowers experiencing financial difficulty.

During the three months ended March 31, 2024, the Company modified two loans to borrowers experiencing financial difficulty.

The following table presents information as of March 31, 2024 about loans modified for borrowers experiencing financial difficulty during the three months ended March 31, 2024.

March 31, 2024

During the three and six months ended June 30, 2025, no loans were modified for borrowers experiencing financial difficulty.

Two loans were modified for borrowers experiencing financial difficulty during the first three months of 2024.

One of these loans was modified a second time during the three month period ended June 30, 2024.

The following table presents information as of June 30, 2024 about loans modified for borrowers experiencing financial difficulty during the six months ended June 30, 2024.

June 30, 2024

Financial Effect

7 unchanged sentences

Renewal of single-payment note for an additional 3 months

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty.

As of March 31, 2024, the loans were in current status and individually evaluated.

There were no modified loans to borrowers experiencing financial difficulty that had a payment default during the three months ended March 31, 2025 and 2024 and that were modified in the twelve months prior.

The Company closely monitors the performance of loans that are modified for borrowers experiencing financial difficulty.

As of June 30, 2024, the loans were in current status and individually evaluated.

There were no modified loans to borrowers experiencing financial difficulty that had a payment default during the three or six months ended June 30, 2025 and 2024 and that were modified in the twelve months prior.

Default occurs when a payment is 90 days past due, the loan is fully or partially charged off or the Company forecloses on the collateral.

Consumer Real Estate Loans In Process of Foreclosure

As of March 31, 2025 , the Company had one consumer real estate loan with an amortized cost of $ 122 in process of foreclosure.

As of June 30, 2025 , the Company had no loans in process of foreclosure.

As of December 31, 2024 , three consumer real estate loans totaling $ 37 were in process of foreclosure.

ACL for Unfunded Commitments

The following tables present the balance and activity in the ACL for unfunded commitments for the three months ended March 31, 2025 and 2024:

The following tables present the balance and activity in the ACL for unfunded commitments for the six months ended June 30, 2025 and 2024:

Allowance for Credit Losses on Unfunded Commitments

1 unchanged sentence

Recovery of credit losses

Balance, March 31, 2025

Balance, June 30, 2025

Balance, December 31, 2023

Recovery of credit losses

Balance, March 31, 2024

FCB acquisition

Balance, June 30, 2024

The amortized cost and estimated fair value of securities available for sale along with gross unrealized gains and losses as of the dates indicated are summarized as follows:

March 31, 2025

June 30, 2025

government agencies and corporations

9 unchanged sentences

Total securities available for sale

No allowance for credit losses on securities available for sale was recorded as of March 31, 2025 or December 31, 2024.

Accrued interest receivable on securities, included in accrued interest receivable on the Consolidated Balance Sheets, totaled $ 3,289 at March 31, 2025 and $ 3,170 at December 31, 2024.

The deferred tax asset for the net unrealized loss on securities available for sale was $ 14,488 as of March 31, 2025 and $ 16,506 as of December 31, 2024.

The deferred tax asset is included in other assets on the Consolidated Balance Sheets.

The amortized cost and fair value of securities available for sale at March 31, 2025, by contractual maturity, are shown below.

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Mortgage-backed securities included in these totals are categorized by final maturity.

March 31, 2025

Amortized Cost

Available for Sale:

Due in one year or less

Due after one year through five years

Due after five years through ten years

Due after ten years

Total securities available for sale

Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that the individual securities have been in a continuous loss position, as of the dates indicated, follows.

March 31, 2025

The following tables present information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that the individual securities have been in a continuous loss position, as of the dates indicated.

Less Than 12 Months

12 Months or More

June 30, 2025

government agencies and corporations

3 unchanged sentences

Total temporarily impaired securities

December 31, 2024

Less Than 12 Months

12 Months or More

December 31, 2024

government agencies and corporations

5 unchanged sentences

Consideration is given to the extent to which the fair value is less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.

At March 31, 2025, the Company had 545 securities with a fair value of $ 571,226 in an unrealized loss position.

At June 30, 2025, the Company had 537 securities with a fair value of $ 569,718 in an unrealized loss position.

The Company reviews securities in an unrealized loss position to evaluate credit risk.

The Company considers payment history, risk ratings from external parties, financial statements for municipal and corporate securities, public statements from issuers and other available credible published sources in evaluating credit risk.

No credit losses were found and no ACL on securities available for sale was recorded as of March 31, 2025.

No credit losses were found and no ACL on securities available for sale was recorded as of June 30, 2025 or December 31, 2024.

The unrealized losses are attributed to noncredit-related factors, including changes in interest rates and other market conditions.

The Company does not have the intent to sell any of these securities and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost.

The Company does not have the intent to sell any of these securities and believes that it is more likely

than not that the Company will not have to sell any such securities before a recovery of cost.

The contractual terms of the investments do not permit the issuers to settle the securities at a price less than the cost basis of the investments.

The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline.

The amortized cost and fair value of securities available for sale at June 30, 2025, by contractual maturity, are shown below.

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Mortgage-backed securities included in these totals are categorized by final maturity.

June 30, 2025

Amortized Cost

Available for Sale:

Due in one year or less

Due after one year through five years

Due after five years through ten years

Due after ten years

Total securities available for sale

Accrued interest receivable on securities, included in accrued interest receivable on the Consolidated Balance Sheets, totaled $ 3,031 at June 30, 2025 and $ 3,170 at December 31, 2024.

The deferred tax asset for the net unrealized loss on securities available for sale was $ 13,488 as of June 30, 2025 and $ 16,505 as of December 31, 2024.

The deferred tax asset is included in other assets on the Consolidated Balance Sheets.

Realized Securities Gains and Losses

There were no sales of securities during the six months ended June 30, 2025 and 2024.

Restricted Stock.

The Company held restricted stock of $ 1,848 as of March 31, 2025 and December 31, 2024.

Restricted stock is reported separately from available for sale securities.

The Company held restricted stock of $ 1,848 as of June 30, 2025 and December 31, 2024, included in other assets on the Consolidated Balance Sheets.

As a member of the Federal Reserve and the Federal Home Loan Bank of Atlanta (“FHLB”), NBB is required to maintain certain minimum investments in the common stock of those entities.

4 unchanged sentences

At its discretion, the FHLB may declare dividends on the stock.

In addition to dividends, NBB also benefits from its membership with FHLB through eligibility to borrow from the FHLB, using as collateral NBB’s capital stock investment in the FHLB and qualifying NBB real estate mortgage loans totaling $ 517,038 at March 31, 2025.

The Company’s management reviews for impairment based upon the ultimate recoverability of the cost basis of the FHLB stock, and at March 31, 2025, did not determine any impairment.

Realized Securities Gains and Losses

There were no sales of securities during the three months ended March 31, 2025 or 2024.

The Company’s management reviews for impairment based upon the ultimate recoverability of the cost basis of the FHLB stock, and at June 30, 2025 , did not determine any impairment.

Defined Benefit Plan

The following table presents components of net periodic benefit cost (income) for the periods indicated:

Net Periodic Benefit Cost (Income)

Three Months Ended March 31,

Net Periodic Benefit Income

Three Months Ended June 30,

Interest cost

2 unchanged sentences

Net periodic benefit income

Net Periodic Benefit Income

Six Months Ended June 30,

Interest cost

Expected return on plan assets

Recognized net actuarial loss

Net periodic benefit income

The service cost component of net periodic benefit cost is included in salaries and employee benefits expense in the Consolidated Statements of Income.

26 unchanged sentences

Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2).

The carrying value of restricted Federal Reserve Bank of Richmond and FHLB stock approximates fair value based upon the redemption provisions of each entity and is therefore excluded from the following tables.

The following tables present the balances of financial assets measured at fair value on a recurring basis as of the dates indicated.

Fair Value Measurement Using

March 31, 2025

June 30, 2025

government agencies and corporations

26 unchanged sentences

As such, the Company records any fair value adjustments on a nonrecurring basis.

No nonrecurring fair value adjustments were recorded on loans held for sale at March 31, 2025 or December 31, 2024.

No nonrecurring fair value adjustments were recorded on loans held for sale at June 30, 2025 or December 31, 2024.

Collateral Dependent Loans

11 unchanged sentences

Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3).

As of March 31, 2025 , three commercial real estate loans totaling $ 8,999 were collateral dependent.

As of June 30, 2025 , three commercial real estate loans totaling $ 8,906 were collateral dependent.

Valuation was based upon outside appraisals (Level 2).

6 unchanged sentences

Estimated Fair Value

March 31, 2025

June 30, 2025

Carrying Amount

2 unchanged sentences

Interest-bearing deposits

Federal funds sold

Securities available for sale

21 unchanged sentences

The following tables provide information about components of accumulated other comprehensive loss as of the dates indicated:

Net Unrealized Loss on Securities

Adjustments Related to Pension Benefits

Accumulated Other Comprehensive Loss

Balance at March 31, 2024

Unrealized holding loss on available for sale securities, net of

tax of ($ 40 )

Balance at June 30, 2024

Balance at March 31, 2025

Unrealized holding gain on available for sale securities, net of

tax of $ 1,000

Balance at June 30, 2025

Comprehensive

2 unchanged sentences

tax of ($ 927 )

Balance at March 31, 2024

Balance at June 30, 2024

Balance at December 31, 2024

1 unchanged sentence

tax of $ 3,017

Balance at March 31, 2025

Balance at June 30, 2025

Revenue Recognition

8 unchanged sentences

Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM.

ATM fees are generated when a Company cardholder uses a non-Company ATM.

Wire transfer fees, overdraft and nonsufficient funds fees and other deposit account related fees are transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time.

Other Service Charges and Fees

Other service charges include safe deposit box rental fees, check ordering charges, and other service charges.

Other service charges include safe deposit box rental fees, check ordering charges, ATM fees to holders of cards issued by other banks and other service charges.

Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment.

The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation.

Check ordering charges are transaction based and therefore, the Company’s performance obligation is satisfied and related revenue recognized at a point in time.

Check ordering charges, ATM fees to holders of cards issued by other banks and other service charges are transaction based and therefore, the Company’s performance obligation is satisfied and related revenue recognized at a point in time.

Credit and Debit Card Fees

9 unchanged sentences

The Company does not earn performance-based incentives.

Estate management fees are based upon the size of the estate.

management fees are based upon the size of the estate.

A partial fee is recognized half-way through the estate administration and the remainder of the fee is recognized when remaining assets are distributed and the estate is closed.

9 unchanged sentences

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the periods indicated.

Three Months Ended March 31,

Three Months Ended June 30,

Noninterest Income

7 unchanged sentences

Total noninterest income

Six Months Ended June 30,

Noninterest Income

In-scope of Topic 606:

Service charges on deposit accounts

Other service charges and fees

Credit and debit card fees, net

Insurance and Investment (1)

Noninterest Income (in-scope of Topic 606)

Noninterest Income (out-of-scope of Topic 606)

Total noninterest income

(1) Included within other income in the Consolidated Statements of Income

23 unchanged sentences

Weighted average discount rate

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Lease Expense

3 unchanged sentences

Cash paid for amounts included in lease liabilities

Right-of-use assets obtained in exchange for operating lease liabilities commencing

during the period

For the Six Months Ended June 30,

Lease Expense

Operating lease expense

Short-term lease expense

Total lease expense

Cash paid for amounts included in lease liabilities

Right-of-use assets obtained in exchange for operating lease

liabilities commencing during the period

The following table presents a maturity schedule of undiscounted cash flows that contribute to the lease liability:

Undiscounted Cash Flow for the Period

March 31, 2025

Twelve months ending March 31, 2026

Twelve months ending March 31, 2027

Twelve months ending March 31, 2028

Twelve months ending March 31, 2029

Twelve months ending March 31, 2030

June 30, 2025

Twelve months ending June 30, 2026

Twelve months ending June 30, 2027

Twelve months ending June 30, 2028

Twelve months ending June 30, 2029

Twelve months ending June 30, 2030

Total undiscounted cash flows

8 unchanged sentences

The RSAs and RSUs were valued at the closing stock price on the grant date and expensed over a one-year vesting period.

Stock based compensation expense charged against income was $ 43 for the three months ended March 31, 2025 and $ 32 for the three months ended March 31, 2024.

As of March 31, 2025 , expense of $ 103 related to the nonvested RSAs and RSUs is expected to be recognized over the coming 12 months.

A summary of changes in the Company’s nonvested RSAs under the Plan for the three months ended March 31, 2025 follows:

Stock based compensation expense charged against income was $ 51 and $ 94 for the three and six months ended June 30, 2025 and $ 33 and $ 65 for the three and six months ended June 30, 2024.

As of June 30, 2025 , expense of $ 93 related to the nonvested RSAs and RSUs is expected to be recognized over the coming 12 months.

A summary of changes in the Company’s nonvested RSAs under the Plan for the six months ended June 30, 2025 follows:

Weighted-Average

Nonvested at January 1, 2025

Nonvested at March 31, 2025

Net Income Per Common Share

The factors used in the computation of net income per common share for the periods indicated are presented below:

For the Three Months Ended March 31,

Shares Weighted Average Outstanding

(Denominator)

Shares Weighted Average Outstanding

(Denominator)

Basic net income per

Dilutive shares for restricted stock

Diluted net income per

RSA grants are disregarded in the computation of diluted net income per share if they are determined to be anti-dilutive.

There were no anti-dilutive RSAs for the three months ended March 31, 2025 and March 31, 2024 .

Vested and released

Nonvested at June 30, 2025

Net Income (Loss) Per Common Share

The factors used in the computation of net income (loss) per common share for the periods indicated are presented below:

For the Three Months Ended June 30,

Common Shares Weighted Average Outstanding (Denominator)

Basic net income (loss) per common share

Dilutive shares (1)

Diluted net income (loss) per common share

For the Six Months Ended June 30,

Common Shares Weighted Average Outstanding (Denominator)

Basic net income per common share

Dilutive shares (1)

Diluted net income per common share

(1) Dilutive shares are associated with RSAs.

RSAs are disregarded in the computation of diluted net income per share if they are determined to be anti-dilutive.

There were no anti-dilutive RSAs for the three and six months ended June 30, 2025 and the six months ended June 30, 2024 .

RSAs were anti-dilutive for the three months ended June 30, 2024.

Note 12 – Goodwill and Other Intangibles

The aggregate amortization expense was $ 97 for the three months ended March 31, 2025.

The following table provides information on the significant components of goodwill and other acquired intangible assets at March 31, 2025.

Core deposit intangible amortization expense was $ 95 and $ 192 for the three and six months ended June 30, 2025 .

Core deposit intangible amortization expense was $ 35 for the three and six months ended June 30, 2024.

The following table provides information on the significant components of goodwill and other acquired intangible assets during the six months ended June 30, 2025.

Beginning Balance

Measurement Period Adjustment

Accumulated Amortization

1 unchanged sentence

Core deposit intangible

As of March 31, 2025, estimated future remaining amortization of the core deposit intangible within the years ending December 31, is as follows:

As of June 30, 2025, estimated future remaining amortization of the core deposit intangible within the years ending December 31, is as follows:

Amortization Expense

1 unchanged sentence

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