What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-13 compared with 2025-11-13 · 150 added, 248 removed, 277 unchanged (59% of the section changed)

19 unchanged sentences

• the quality or composition of the loan and/or investment portfolios,

• demand for loan products,

• deposit flows,

• competition,

• our ability to maintain existing deposit relationships or attract new deposit relationships,

• changes in consumer spending, borrowing and savings habits,

• increased competition with other financial institutions and fintech companies,

• demand for financial services in the Company’s market,

4 unchanged sentences

• geopolitical conditions, including trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, or actions taken by the U.S.

or other governments in response to acts or threats of terrorism and/or military conflicts,

or other governments in response to trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts,

• the occurrence of significant natural disasters, including severe weather conditions, floods, health related issues, and other catastrophic events,

13 unchanged sentences

NBFS does business as National Bankshares Investment Services and National Bankshares Insurance Services.

Income from NBFS is not significant at this time, nor is it expected to be so in the near future.

Critical Accounting Policies

5 unchanged sentences

If conditions occur that differ from our assumptions, depending upon the severity of such differences, the Company’s financial condition or results of operations may be materially impacted.

The Company has designated the following policies as critical:

those governing the allowance for credit losses, goodwill, the pension plan, core deposit intangibles and loans acquired in a business combination.

The Company designates as critical those policies governing the ACLL and the pension plan.

The Company evaluates its critical accounting estimates and assumptions on an ongoing basis and updates them as needed.

The ACLL represents the Company's best estimate of current expected credit losses on loans over the expected life as of the measurement date.

The estimation utilizes internal and peer historical credit loss experience, current conditions and reasonable and supportable forecasts.

The results are also dependent upon management's selection of methodologies, loan credit risk ratings, and determination of the impact of internal and external variables.

The Company employs a discounted cash flow ("DCF") model whereby cash flows are projected according to each loan's contractual terms and modified by internal historical prepayment rates.

Cash flows are then discounted at the loan's effective interest rate, modified by loss rates determined using the probability of default ("PD") and loss given default ("LGD") sourced from internal and peer historical experience, and a forecast variable.

Application of historical prepayment rates to project cash flows lowers the ACLL.

Historical prepayment rates may not be representative of realized prepayment rates.

Similarly, historical loss experience modified by the forecast variable may not be representative of realized loss experience.

Key to loss rate application is the Company's risk grading system, which is governed by a robust policy.

Loss rates are calculated and applied by risk grade.

Management relies upon risk grades to identify loans with risk characteristics that are different from other loans within a segment.

Loans graded special mention or classified and that exceed a value threshold are individually evaluated.

If management determines that a borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral.

Specific reserves for other individually evaluated loans are estimated using a DCF approach.

Cash flows are determined by analyzing the borrower's ability to repay and economic conditions affecting the borrower's industry, discounted at loss rates appropriate to the risk grade.

The ultimate recoverability of the loan may be higher or lower than the specific reserve.

The Company adjusts collectively-evaluated DCF model results for qualitative risk factors that are not inherent in historical losses, but are relevant in assessing expected credit losses within the loan portfolio.

Risks considered include the impact of changes in(i) economic conditions, (ii) the nature and volume of the loan portfolio, (iii) the existence, growth and effect of any concentrations in credit, (iv) lending policies and procedures, including underwriting standards and practices, (v) the quality of the credit review function, (vi) the experience, ability and depth of lending management and staff, (vii) the volume and severity of past due loans, (viii)the value of underlying collateral for collateral-dependent loans, and (ix) other factors such as the regulatory, legal and competitive environments.

Because of low loss rate history, statistical correlation between losses and qualitative risk factors is not possible and adjustments are based upon management judgment.

Management assesses each factor and determines the adjustment to the ACLL based upon a documented and consistently applied methodology.

Management's assessment my be higher or lower than actual impact.

The estimation of the ACLL involves analysis of internal and external variables, methodologies, assumptions and management’s judgment and experience.

These judgments are inherently subjective and actual losses could be greater or less than the estimate.Future estimates of the ACLL could increase or decrease based on changes in the financial condition of individual borrowers,concentrations of various types of loans, economic conditions or the markets in which collateral may be sold.

The estimate of the ACLL determines the amount of provision expense and directly affects our financial results.

Pension obligations are determined through actuarial calculations based upon significant assumptions, including the IRS mortality table, an effective interest rate of 5.35% for 2026 and 5.32% for 2025, a discount rate of 5.25% for 2026 and 5.50% for 2025, anticipated rate of compensation increases of 4% for both 2026 and 2025, and an expected long-term rate of return of 7.50% for 2026 and 2025.

Actual outcomes could vary from the assumptions and result in underaccrual or overaccrual of pension obligations.

For information on the Company's critical accounting policies, please refer to the Company’s 2025 Form 10-K, Note 1:

Summary of Significant Accounting Policies.

Acquisition of Frontier Community Bank

On June 1, 2024, the Company and the Bank acquired FCB, a Virginia chartered commercial bank headquartered in Waynesboro, Virginia.

FCB’s balances and results of operations are included in the Company’s consolidated results beginning on June 1, 2024.

Performance Summary

Key to understanding the Company’s results of operations and financial position is the interest rate environment.

The Federal Reserve's interest rate cuts between September 2025 and December 2025 eased deposit pricing pressure but remain at a level that allows adjustable rate loans to reprice higher than their previous rates.

The Company completed the core system conversion during the second quarter of 2025, with related expenses presented in core system conversion expense on the Consolidated Statements of Income.

Expanded discussion is provided in subsequent sections.

The following table presents the Company’s key performance indicators for the periods indicated.

Three Months Ended March 31,

Summary Key Performance Indicators

Return on average assets

Adjusted return on average assets (1)

Return on average equity

Adjusted return on average equity (1)

Basic net income per common share

Diluted net income per common share

Net interest margin (1)

Efficiency ratio (1)

(1) See “Non-GAAP Financial Measures” below.

(2) Average dilutive common shares were 2,783 and 1,982 for the three months ended March 31, 2026 and 2025, respectively.

Dilutive common shares stem from unvested restricted stock.

Net income for the three months ended March 31, 2026 increased when compared with the comparable period of 2025, due to net interest margin expansion.

Analysis of the net interest margin as well as key noninterest income and expense items are presented below.

Non-GAAP Financial Measures

10 unchanged sentences

The following tables present the reconciliation of tax equivalent net interest income, which is not a measurement under GAAP, to net interest income, for the periods indicated.

Three Months Ended September 30,

Net Interest Margin, FTE

Interest income (GAAP)

FTE adjustment

Interest income, FTE (non-GAAP)

Interest expense (GAAP)

Net interest income, FTE (non-GAAP)

Average balance of interest-earning assets

Net interest margin

Nine Months Ended September 30,

Three Months Ended March 31,

Net Interest Margin, FTE

10 unchanged sentences

The components of the efficiency ratio calculation for the periods indicated are summarized in the following table.

Three Months Ended September 30,

Efficiency Ratio

Noninterest expense (GAAP)

merger-related expense

core system conversion expense (1)

Adjusted noninterest expense (non-GAAP)

Noninterest income (GAAP)

Net interest income, FTE (non-GAAP)

Total income for efficiency ratio (non-GAAP)

Efficiency ratio

Nine Months Ended September 30,

For the Three Months Ended March 31,

Efficiency Ratio

Noninterest expense (GAAP)

merger-related expense

core system conversion expense

4 unchanged sentences

Efficiency ratio (non-GAAP)

(1) Core system conversion expense stems from a core system upgrade that will provide greater efficiency and product offerings.

Adjusted Return on Average Assets and Adjusted Return on Average Equity

2 unchanged sentences

The tables below present the reconciliation of adjusted annualized net income, which is not a measurement under GAAP, for the periods indicated.

Three Months Ended September 30,

Annualized Net Income for Ratio Calculation

Net income per GAAP

Items not annualized:

Merger-related expense net of tax of $6 for the period ended September 30, 2024

Core system conversion expense, net of tax of $11 for the period ended September 30, 2025

Total non-annualized items

Adjusted net income

Adjusted net income, annualized

Total non-annualized items

Annualized net income for ratio calculation (non-GAAP)

Return on average assets (GAAP)

Adjusted return on average assets (non-GAAP)

Return on average equity (GAAP)

Adjusted return on average equity (non-GAAP)

Nine Months Ended September 30,

Three Months Ended March 31,

Annualized Net Income for Ratio Calculation

Net income per GAAP

Items not annualized:

Partnership income net of tax of ($44) and ($35) for the periods ended September 30, 2025 and 2024, respectively

ACL provision, net of tax of $271 for the period ended September 30, 2024

Merger-related expense net of tax of $417 for the period ended September 30, 2024

Core system conversion expense, net of tax of $435 and $36 for the periods ended September 30, 2025 and 2024, respectively

Less items not annualized:

Partnership income net of tax of ($49) and ($52) for the periods ended March 31, 2026 and 2025, respectively

Core system conversion expense, net of tax of $10 for the period ended March 31, 2025

Total non-annualized items

7 unchanged sentences

Adjusted return on average equity (non-GAAP)

Performance Summary

Key to understanding the Company’s results of operations and financial position is the acquisition of FCB in 2024, the impact of the interest rate environment and the core system conversion completed during the second quarter of 2025 that will enhance efficiency, product offerings and future growth.

The acquisition of FCB on June 1, 2024 expanded the Company's footprint into desirable markets and increased its growth potential.

The acquisition added to the balance sheet $118,743 in loans, $129,717 in deposits and $14,299 in equity.

The Company also recorded merger expenses detailed under Non-GAAP Financial Measures above.

The Federal Reserve's interest rate cuts between September 2024 and September of 2025 eased deposit pricing pressure beginning in the fourth quarter of 2024.

The interest rate environment continues at a level that allows adjustable rate loans to reprice higher than their previous rates.

The Company completed the core system conversion of both the acquired bank and the legacy bank during the second quarter of 2025, with related expenses presented in core system conversion expense on the Consolidated Statements of Income.

The following table presents the Company’s key performance indicators for the periods indicated:

Three Months Ended September 30,

Return on average assets

Adjusted return on average assets (1)

Return on average equity

Adjusted return on average equity (1)

Basic net income per common share

Diluted net income per common share

Net interest margin (1)

Efficiency ratio (1)

Nine Months Ended September 30,

Summary Key Performance Indicators

Return on average assets

Adjusted return on average assets (1)

Return on average equity

Adjusted return on average equity (1)

Basic net income per common share

Diluted net income per common share

Net interest margin (1)

Efficiency ratio (1)

(1) See “Non-GAAP Financial Measures” above.

Net income for the three and nine months ended September 30, 2025 increased when compared with the comparable periods of 2024, due to net interest margin expansion and merger related expenses in 2024.

The net interest margin as well as key noninterest income and expense items are discussed below.

Net Interest Income

The following tables present interest‑earning assets and interest‑bearing liabilities, the interest earned or paid, the average yield or rate on the daily average balance outstanding, net interest income and net interest margin for the periods indicated.

Three Months Ended September 30,

($ in thousands)

Interest-earning assets:

Loans (1)(2)(3)(4)(5)

Taxable securities (5)

Nontaxable securities (1)(5)

Federal funds sold

Interest-bearing deposits

Total interest-earning assets

Interest-bearing liabilities:

Interest-bearing demand deposits

Savings deposits

Time deposits (6)

Total interest-bearing liabilities

Net interest income and interest rate spread

Net interest margin

(1) Interest on nontaxable loans and securities is computed on a fully taxable equivalent basis using a Federal income tax rate of 21%.

(2) Included in interest income are loan fees of $162 and $71 for the three months ended September 30, 2025 and 2024, respectively.

Also included in interest income is accretion of discounts on acquired loans of $699 and $369 for the three months ended September 30, 2025 and 2024, respectively.

(3) Nonaccrual loans are included in average balances for yield computations.

(4) Includes loans held for sale.

(5) Daily averages are shown at amortized cost.

(6) Included in interest expense is amortization of premium on acquired time deposits of $27 and $135 for the three months ended September 30, 2025 and 2024, respectively.

Nine Months Ended September 30,

The following tables show interest‑earning assets and interest‑bearing liabilities, the interest earned or paid, the average yield or rate on the daily average balance outstanding, net interest income and net interest margin for the periods indicated.

Three Months Ended March 31,

($ in thousands)

14 unchanged sentences

(1) Interest on nontaxable loans and securities is computed on a fully taxable equivalent basis using a Federal income tax rate of 21%.

(2) Included in interest income are loan fees of $361 and $174 for the nine months ended September 30, 2025 and 2024, respectively.

Also included in interest income is accretion of discounts on acquired loans of $1,324 and $480 for the nine months ended September 30, 2025 and 2024, respectively.

(2) Included in interest income are loan fees of $202 and $87 for the three months ended March 31, 2026 and 2025, respectively.

Also included in interest income is accretion of discounts on acquired loans of $417 and $251 for the three months ended March 31, 2026 and 2025.

(3) Nonaccrual loans are included in average balances for yield computations.

1 unchanged sentence

(5) Daily averages are shown at amortized cost.

(6) Included in interest expense is amortization of premium on acquired time deposits of $128 and $193 for the nine months ended September 30, 2025 and 2024, respectively.

When the three and nine months ended September 30, 2025 and 2024 are compared, the yield on earning assets increased and the cost of interest bearing liabilities decreased, improving the net interest margin.

The Federal Reserve's interest rate cuts between September 2024 and September 2025 immediately reduced expense for deposits with pricing based on the prime interest rate.

(6) Included in interest expense is amortization of premium on acquired time deposits of $18 and $58 for the three months ended March 31, 2026 and 2025, respectively.

When the three months ended March 31, 2026 and 2025 are compared, the yield on earning assets increased and the cost of interest bearing liabilities decreased, improving the net interest margin.

The Federal Reserve's interest rate cuts between September and December 2025 immediately reduced expense for deposits with pricing based on the prime interest rate.

Current interest rates are still at a level that will allow improved interest income as loans continue to reach repricing dates.

During the third quarter of 2025, the Company leveraged $50,000 in borrowings with a weighted average rate of 3.99% to purchase securities of $49,855 with a weighted average yield of 4.67%.

The borrowings were structured to mirror expected cash flow from the securities portfolio over the following year.

The strategy is part of the Company's focus on optimizing the net interest margin and earnings, with expectations for a lower interest rate environment in the future.

Noninterest Income

Three Months Ended September 30,

Service charges on deposits

Other service charges and fees

Credit and debit card fees, net

Gain on sale of mortgage loans

Total noninterest income

Nine Months Ended September 30,

Three Months Ended March 31,

Service charges on deposits

3 unchanged sentences

Total noninterest income

Service charges on deposit accounts increased when the nine months ended September 30, 2025 is compared with the comparable period of 2024, due to higher levels of deposits.

Other service charges and fees decreased when the three and nine months ended September 30, 2025 are compared with the comparable periods of 2024, primarily due to receipt of certain infrequent fee income in 2024.

Credit and debit card fees, net, increased when the three and nine months ended September 30, 2025 are compared with the comparable periods of 2024, due to receipt of an incentive payment and lower processing costs after the core system conversion.

Trust income increased due to higher assets under management, when the three and nine months ended September 30, 2025 are compared with the comparable period of 2024.

BOLI income increased when the three and nine months ended September 30, 2025 are compared with the comparable periods of 2024.

BOLI income includes the acquired FCB policies for the full nine months ended September 30, 2025, compared with four months for 2024.

Gain on sale of mortgage loans improved when the three and nine months ended September 30, 2025 are compared with the comparable periods of 2024, due to increased volume.

Service charges on deposit accounts decreased when the three months ended March 31, 2026 are compared with the comparable period of 2025, while other service charges and fees increased.

The increase in other service charges and fees is due to a change in the way the Company recognizes safe deposit box rent.

Prior to the core system conversion during the second quarter of 2025, safe deposit box rent was recognized on an accrual basis.

Following the core system conversion, safe deposit box rent is recognized upon receipt.

Credit and debit card fees, net, increased when the three months ended March 31, 2026 are compared with the comparable period of 2025, due to contract re-negotiation associated with the core system conversion.

Other income includes revenue from investment and insurance sales, adjustments to partnership basis and other miscellaneous components.

Insurance income and a vendor incentive payment account for the increase when the nine months ended September 30, 2025 is compared with the comparable period of 2024.

Securities sales, FHLB dividends and derivatives income account for the increase when the three months ended March 31, 2026 is compared with the comparable period of 2025.

Noninterest Expense

Three Months Ended September 30,

Salaries and employee benefits

Occupancy, furniture and fixtures

Data processing

FDIC assessment

Intangible asset amortization

Franchise taxes

Professional services

Merger-related expenses

Core system conversion expense

Other operating expenses

Total noninterest expense

Nine Months Ended September 30,

Three Months Ended March 31,

Salaries and employee benefits

5 unchanged sentences

Professional services

Merger-related expenses

Core system conversion expense

1 unchanged sentence

Total noninterest expense

Noninterest expense increased when the three and nine months ended September 30, 2025 are compared with the comparable periods of 2024.

Salaries and employee benefits, which include payroll taxes, health insurance, contributions to the employee stock ownership plan and employee 401(k), pension expense, incentives and salary continuation increased when the three month period ended September 30, 2025 is compared with the comparable period of 2024 due to normal merit increases.

The increase in salaries and employee benefits when the nine month period ended September 30, 2025 is compared with the comparable period of 2024 reflects the addition of FCB employees.

Occupancy, furniture and fixtures expense increased when the three and nine months ended September 30, 2025 are compared with the comparable periods of 2024 due to additional assets acquired from FCB, higher maintenance costs, and the opening of the Roanoke branch.

Data processing expense decreased when the three months ended September 30, 2025 are compared with the comparable period of 2024, reflecting savings from the core system conversion.

FDIC assessment increased when the nine months ended September 30, 2025 are compared with the comparable periods of 2024 due to a larger assessment base.

Professional services include legal, audit and consulting expenses, which increased when the three and nine months ended September 30, 2025 are compared with the comparable periods of 2024 due to higher legal and audit expense.

Core system conversion expense primarily includes payments made to the former core system vendor to exit the contracts as well as other expenses associated with the core system conversion.

Other operating expenses increased when the nine months ended September 30, 2025 are compared with the comparable period of 2024.

Noninterest expense increased when the three months ended March 31, 2026 are compared with the comparable period of 2025.

Salaries and employee benefits, which include payroll taxes, health insurance, contributions to the employee stock ownership plan and employee 401(k), pension expense, incentives and salary continuation increased when the three months ended March 31, 2026 is compared with the comparable period of 2025, driven by higher incentive and insurance expense.

Occupancy, furniture and fixtures expense increased when the three months ended March 31, 2026 are compared with the comparable period of 2025 due to depreciation of assets placed in service after the first quarter of 2025 and additional lease expense.

Data processing expenses decreased when the three months ended March 31, 2026 are compared with the comparable period of 2025 due to savings related to the core system conversion.

Professional services include legal, audit and consulting expenses, which increased when the three months ended March 31, 2026 are compared with the comparable period of 2025 due to higher audit and consulting fees.

Core system conversion expense includes payments made to vendors in advance of the system upgrade completed during the second quarter of 2025.

Other operating expense decreased when the three months ended March 31, 2026 are compared with the comparable period of 2025.

The category of other operating expenses includes expense for marketing and business development, supplies, non-service pension cost and charitable donations, among others.

Included in various categories of noninterest expense are expenses to manage cybersecurity risk.

The cost of these measures was $114 for the three months ended September 30, 2025 and $92 for the three months ended September 30, 2024.

For the nine months ended September 30, 2025, total cybersecurity expense was $255 compared to $276 for the nine months ended September 30, 2024.

The cost of these measures was $131 for the three months ended March 31, 2026 and $81 for the three months ended March 31, 2025.

The Company places high priority on cybersecurity.

The decrease in expense when the nine month period ended September 30, 2025 is compared with the comparable period of 2024 resulted from renegotiation of contracts and licensing.

The Company’s income tax expense was $961 for the three months ended September 30, 2025 compared to an expense of $550 for the same period in 2024.The Company's income tax expense was $1,989 for the nine months ended September 30, 2025 and effective tax rate was 16.67%.

For the nine months ended September 30, 2024, the Company’s income tax expense was $891 and effective tax rate was 16.39%.

The decrease in expense reflects renegotiation of contracts and licensing.

The Company’s income tax expense for the three months ended March 31, 2026 was $1,066 and effective tax rate was 17.63%.

For the three months ended March 31, 2025, the Company’s income tax expense was $666 and effective tax rate was 17.07%.

The effective tax rate increased due to comparable levels of nontaxable income while pre-tax earnings increased during the period.

Asset Quality

Key indicators of the Company’s asset quality are presented in the following table.

September 30,

Nonaccrual loans

1 unchanged sentence

ACLL to loans net of deferred fees and costs

Net charge-off ratio (annualized)

Year-to-date net charge-offs as a percentage of average loans 1

Ratio of nonperforming loans to loans, net of

1 unchanged sentence

Ratio of ACLL to nonperforming loans

(1) Net charge-offs are annualized through the period indicated.

For information on the Company’s policies on the ACLL, please refer to the Company’s 2025 Form 10-K, Note 1:

Summary of Significant Accounting Policies.

The Company’s risk analysis as of September 30, 2025 determined an ACLL of $10,579, or 1.04% of loans net of deferred fees and costs.

This compares with an allowance of $10,262 as of December 31, 2024, or 1.04% of loans.

To determine the appropriate level of the ACLL, the Company considers credit risk for individually evaluated loans and for groups of loans evaluated collectively.

The Company’s risk analysis as of March 31, 2026 determined an ACLL of $9,739, or 0.98% of loans net of deferred fees and costs.

This compares with an ACLL of $9,892 as of December 31, 2025, or 0.99% of loans.

To determine the appropriate level of the ACLL, the Company considers credit risk for individually evaluated loans and for groups of collectively evaluated loans.

Individually Evaluated Loans

As of September 30, 2025, individually evaluated loans were $10,699.

Three individually evaluated loans were collateral dependent but were adequately collateralized and did not result in an individual allocation.

The remaining individually evaluated loans were measured using the discounted cash flow method, resulting in an allocation of $90.

As of December 31, 2024, individually evaluated loans were $10,521.

Three individually evaluated loans were collateral dependent but were adequately collateralized and did not result in an individual allocation.

Individually evaluated loans were $8,898 as of March 31, 2026 and $8,802 as of December 31, 2025.

As of both reporting dates, two individually evaluated loans were collateral dependent but were adequately collateralized and did not result in an individual allocation.

The remaining individually evaluated loans were measured using the discounted cash flow method, resulting in an allocation of $106.

Collectively Evaluated Loans

Collectively evaluated loans totaled $1,006,246, with an ACLL of $10,489 as of September 30, 2025.

Collectively evaluated loans totaled $987,166, with an ACLL of $9,633 as of March 31, 2026.

As of December 31, 2025, collectively evaluated loans totaled $991,124, with an allowance of $9,786.

5 unchanged sentences

The Company applies national unemployment forecasts to project cash flows.

The Company determined that 12 months represents a reasonable and supportable forecast period as of September 30, 2025, and set a period of 12 months to revert to historical losses on a straight-line basis.

The forecast applied as of September 30, 2025 projects that unemployment will slightly increase over the next 12 months at a lower level than the forecast applied as of December 31, 2024.

The lower unemployment forecast decreased the required level of the ACLL when September 30, 2025 is compared with December 31, 2024.

The Company determined that 12 months represents a reasonable and supportable forecast period as of March 31, 2026, and set a period of 12 months to revert to historical losses on a straight-line basis.

The forecast applied as of March 31, 2026 projects that unemployment will increase slightly over the next 12 months, higher than the forecast applied as of December 31, 2025.

The higher unemployment forecast increased the required level of the ACLL when March 31, 2026 is compared with December 31, 2025.

Qualitative Factors:

1 unchanged sentence

Higher bankruptcy filings indicate heightened credit risk and increase the ACLL, while lower bankruptcy filings have a beneficial impact on credit risk.

Compared with data available as of December 31, 2024, business and personal bankruptcies filings increased.

Residential vacancy rates and housing inventory are used to measure the housing market.

Compared with data available as of December 31, 2025, business bankruptcy filings increased while personal bankruptcies filings decreased.

Residential vacancy rates and housing inventory are used to measure the health of the housing market.

The housing market directly or indirectly affects all loan classes..

Higher vacancy and inventory levels increase credit risk.

The residential vacancy rate available as of September

30, 2025 increased compared to the data incorporated into the December 31, 2024 calculation, resulting in a higher allocation.

Housing inventory increased when September 30, 2025 is compared with December 31, 2024, resulting in a higher allocation.

The Company tracks economic news and data from its market to determine whether additional indicators should be considered in the allowance for credit losses.

As of September 30, 2025, management identified local unemployment data for consideration.

Historically, local unemployment has been slightly lower than national unemployment, but correlated in movement.

However, for the most recent period local unemployment rose higher than national unemployment.

The Company added an allocation to account for the change.

The residential vacancy rate available as of March 31, 2026 was at a lower level than the data incorporated into the December 31, 2025 calculation.

Housing data available as of March 31, 2026 showed slightly lower inventory than as of December 31, 2025, resulting in a lower allocation.

Qualitative Factors:

2 unchanged sentences

Increases in past due loans indicate heightened credit risk.

Accruing loans past due 30-89 days were 0.27% of total loans as of September 30, 2025, decreased from 0.30% as of December 31, 2024.

Accruing loans past due 30-89 days were 0.29% of total loans as of March 31, 2026, a decrease from 0.35% as of December 31, 2025.

Qualitative Factors:

Other Considerations

The Company considers other factors that impact credit risk, including the interest rate environment, the competitive, legal and regulatory environments, changes in lending policies and loan review, changes in lending management, and high risk loans.

The interest rate environment impacts variable rate loans.

The Company allocates additional reserve each time the Federal Reserve increases rates, under the expectation that higher payments may increase credit risk.

After the rate increase has been in effect for one year, the allocation may be removed if management deems that the impact of the change has become integrated to the portfolio.

As of September 30, 2025, no allocation was included for interest rate changes, unchanged from December 31, 2024.

The competitive, legal and regulatory environments were evaluated for changes that would affect credit risk.

Higher competition for loans is deemed to increase credit risk, while lower competition is deemed to decrease credit risk.

Prior allocations for the competitive and regulatory environments were evaluated and management determined that a sufficient period of time had passed so as to conclude that the impact is now integrated to loss rates, reducing the allocation.

The legal environment remains in a similar posture to December 31, 2024, and no allocation was provided.

The Company considers other factors that impact credit risk, including the competitive, legal and regulatory environments, changes in lending policies and loan review, changes in lending management and high risk loans.

Competitive, legal and regulatory environments were evaluated for changes that would affect credit risk.

Higher competition for loans is deemed to increase credit risk, while lower competition decreases credit risk.

Competition remained at similar levels to those at December 31, 2025.

The legal and regulatory environments also remain in a similar posture to December 31, 2025.

Lending policies, loan review procedures and management’s experience influence credit risk.

Policies and procedures remain similar to those at December 31, 2025.

The Company maintained an allocation to account for integration of FCB lenders.

Levels of high risk loans are considered in the determination of the level of the ACLL.

1 unchanged sentence

Total high risk loans increased from the level at December 31, 2025.

Unallocated Surplus

The unallocated surplus as of September 30, 2025 was $47, or 0.45% in excess of the calculated requirement.

The unallocated surplus at December 31, 2024 was $50, or 0.49% in excess of the calculated requirement.

The surplus provides some mitigation of uncertainty about events that may exist at the reporting date but that are not known to the Company and may impact credit risk.

The Company monitors local economic news and internal indicators to consider the presence of risk that may not be reflected in its designated qualitative factors above.

As of March 31, 2026, management identified elevated local unemployment data and collection activity, similar to December 31, 2025.

The Company maintained its allocation from December 31, 2025.

The calculation of the appropriate level for the ACLL incorporates analysis of multiple factors and requires management’s prudent and informed judgment.

Based on analysis of historical indicators, asset quality and economic factors, management believes the level of the ACLL is reasonable for the credit risk in the loan portfolio as of September 30, 2025.

Based on analysis of historical indicators, asset quality and economic factors, management believes the level of ACLL is reasonable for the credit risk in the loan portfolio as of March 31, 2026.

ACL on Unfunded Commitments

The ACL on unfunded commitments was $288, or 0.16 % of unfunded commitments as of September 30, 2025.

The ACL on unfunded commitments was $288, or 0.15% of unfunded commitments as of March 31, 2026.

The ACL on unfunded commitments was $298, or 0.17% as of December 31, 2025.

2 unchanged sentences

The adequacy of the ACLL is reviewed quarterly and adjustments are made as determined necessary.

The Company recorded a provision for credit losses on loans of $581 and a provision for credit losses on unfunded commitments of $36 for the nine months ended September 30, 2025, compared with a provision for credit losses on loans of $1,312 and a recovery of $25 for unfunded commitments for the nine months ended September 30, 2024.

For the three month period ended September 30, 2025, the Company recorded a provision for credit losses on loans of $259 and a provision for credit losses on unfunded commitments of $47.

For the three month period ended September 30, 2024, the Company recorded a provision for credit losses on loans of $5 and a recovery of credit losses on unfunded commitments of $10.

The Company recorded a recovery of credit losses on loans of $63 and a recovery of credit losses on unfunded commitments of $10 for the three months ended March 31, 2026, compared with a provision for credit losses on loans of $277 and a recovery of $1 for unfunded commitments for the three months ended March 31, 2025.

Changes in loss rates, qualitative factors and a lower balance of loans accounted for the difference in (recovery of) provision for credit losses.

Loan Modifications

3 unchanged sentences

Modifications to commercial loans may include, but are not limited to, changes in interest rate, maturity, amortization and financial covenants.

The Company reviews each modification to determine whether the borrower is experiencing financial difficulty, including indicators of default, bankruptcy, going concern, insufficient projected cash flows and inability to obtain financing from other sources.

The Company reviews modifications to determine whether the borrower is experiencing financial difficulty, including indicators of default, bankruptcy, going concern, insufficient projected cash flows and inability to obtain financing from other sources.

Please refer to Note 2:

Loans and Allowance for Credit Losses in Part I, Item 1 of this report for more information on loans modified for borrowers experiencing financial difficulty.

During the three and nine months ended September 30, 2025 and 2024, the Company modified loans in the normal course of business for borrowers who were not experiencing financial difficulty.

During the three months ended September 30, 2025, the Company modified 46 loans totaling $13,884.

During the nine months ended September 30, 2025, the Company modified 414 loans totaling $55,739.

During the three and nine months ended September 30, 2024, the Company provided 205 modifications to loans totaling $42,969 and 637 modifications totaling $86,905, respectively.

During the three months ended March 31, 2026 and 2025, the Company modified loans in the normal course of business for borrowers who were not experiencing financial difficulty.

During the three months ended March 31, 2026, the Company modified 70 loans totaling $27,988.

During the three months ended March 31, 2025, the Company provided 195 modifications to loans totaling $24,105.

Key Assets and Liabilities

NBI’s key assets and liabilities and their change from December 31, 2024 are shown in the following table.

September 30,

NBI’s key assets and liabilities and their change from March 31, 2025 are shown in the following table.

Interest-bearing deposits

2 unchanged sentences

Year-to-date daily averages for the major balance sheet categories are as follows:

September 30,

Interest-bearing deposits

6 unchanged sentences

Stockholders’ equity

Higher customer deposits resulted in increased investment in interest bearing deposit assets.

Increased customer deposits resulted in increased investment in interest bearing deposit assets.

Changes in securities, loans, deposits and stockholders’ equity are discussed below.

1 unchanged sentence

The following table presents information on securities available for sale as of the dates indicated:

September 30,

Amortized cost

1 unchanged sentence

Securities available for sale, at fair value

The Company purchased bonds totalling $49,855 during the third quarter of of 2025 as part of a yield optimization strategy.

The Company purchased bonds totaling $19,555 during the first quarter of 2026.

The unrealized loss in the Company’s investment portfolio is due to interest rate risk.

The fair value of bonds moves inversely to interest rate changes and expectations of interest rate changes.

Most of the Company’s securities were purchased during periods prior to the Federal Reserve’s interest rate increases that began in March of 2022.

The Company’s analysis of the securities portfolio determined no identifiable credit risk as of September 30, 2025 and no ACL has been recorded.

A large percentage of the Company’s securities were purchased during the period prior to the Federal Reserve’s interest rate increases that began in March of 2022.

The Company’s analysis of the securities portfolio determined no identifiable credit risk as of March 31, 2026 and no ACL has been recorded.

Please refer to Note 1:

1 unchanged sentence

Securities in Part I, Item 1 of this report for additional information on the securities portfolio.

September 30,

Real estate construction

6 unchanged sentences

Loans, net of deferred fees and costs

The increase from December 31, 2024 is the result of organic growth.

Lower demand and increased competition resulted in a slight decrease in the loan portfolio when March 31, 2026 is compared with December 31, 2025.

The Company is positioned to make every loan that meets its underwriting standards.

September 30,

Noninterest-bearing demand deposits

3 unchanged sentences

Total deposits

The Company continues to focus on providing new deposit products that provide additional functionality and marketing opportunity, enabled by the core system conversion completed in 2025.

During the first quarter of 2026, the Company implemented a treasury management suite for commercial and municipal deposit customers, with additional product releases planned throughout 2026.

The Company’s depositors within its market area are diverse, including individuals, businesses and municipalities.

2 unchanged sentences

Municipal deposits, which account for approximately 22% of the Company’s deposits, have additional security from bonds pledged as collateral, in accordance with state regulation.

Of the Company’s non-municipal deposits, approximately 20% are uninsured.

Uninsured non-municipal deposits are approximately 20% of total deposits.

As of March 31, 2026, the Company's largest deposit relationship was 5.15% of total deposits.

Capital Resources

September 30,

Common stock and additional paid in capital

2 unchanged sentences

Total stockholders’ equity

The increase in stockholders’ equity reflects an improvement in the unrealized losses on securities available for sale and net income during the period.

The increase in stockholders’ equity reflects net income for the three months ended March 31, 2026, partially offset by a decrease in market value of securities available for sale when March 31, 2026 is compared with December 31, 2025.

The Company qualifies as a small bank holding company under the Federal Reserve’s Small Bank Holding Company Policy Statement, which exempts bank holding companies with less than $3 billion in assets from reporting consolidated regulatory capital ratios and from minimum regulatory capital requirements.

1 unchanged sentence

Risk-based capital ratios are calculated in compliance with OCC rules based on the Basel III Capital Rules.

Capital ratios for NBB are shown in the following tables:

September 30, 2025

Capital ratios for NBB are shown in the following table.

March 31, 2026

December 31, 2025

8 unchanged sentences

The Company has diverse liquidity sources, including customer and purchased deposits, customer repayments of loan principal and interest, sales, calls and maturities of securities, Federal Reserve discount window borrowing, short-term borrowing, and FHLB advances.

As of September 30, 2025, the Company had $260,395 of borrowing capacity from the FHLB and the Company had $188,090 of available capacity at the Federal Reserve Bank discount window.

As of September 30, 2025, the Company had $40,000 in FHLB borrowings with terms of one year or less and $10 million in Federal Reserve Discount Window borrowings with a term of less than three months.

As of March 31, 2026, the Company had $303,165 of borrowing capacity from the FHLB and $184,437 of borrowing capacity at the Federal Reserve Bank discount window.

As of March 31, 2026, the Company did not have purchased deposits, discount window borrowings or short-term borrowings.

The Company considers its security portfolio for typical liquidity needs, within accounting, legal and strategic parameters.

4 unchanged sentences

Regulatory capital levels determine the Company’s ability to use purchased deposits and the Federal Reserve Bank discount window.

As of September 30, 2025, the Company is considered well capitalized and does not have any restrictions on purchased deposits or borrowing ability at the Federal Reserve Bank discount window.

As of March 31, 2026, the Company is considered well capitalized and does not have any restrictions on purchased deposits or borrowing ability at the Federal Reserve Bank discount window.

The Company monitors factors that may increase its liquidity needs.

Some of these factors include deposit trends, large depositor activity, maturing deposit promotions, interest rate sensitivity, maturity and repricing timing gaps between assets and liabilities, the level of unfunded loan commitments and loan growth.

As of September 30, 2025, the Company’s liquidity is sufficient to meet projected trends.

As of March 31, 2026, the Company’s liquidity is sufficient to meet projected trends.

To monitor and estimate liquidity levels, the Company performs stress testing under varying assumptions on credit sensitive liabilities and the sources and amounts of balance sheet and external liquidity available to replace outflows.

The Company’s Contingency Funding Plan sets forth avenues for rectifying liquidity shortfalls.

As of September 30, 2025, the analysis indicated adequate liquidity under the tested scenarios.

As of March 31, 2026, the analysis indicated adequate liquidity under the tested scenarios.

The Company utilizes several other strategies to maintain sufficient liquidity.

Loan and deposit growth are managed to keep the loan to deposit ratio within the Company’s internally-set target range.

As of September 30, 2025, the loan to deposit ratio was 65.07%.

As of March 31, 2026, the loan to deposit ratio was 61.08%.

The investment strategy takes into consideration the term of the investment, and securities in the available for sale portfolio are laddered based upon projected funding needs.

As of March 31, 2026, the Company was not aware of any other known trends, events or uncertainties that have or are reasonably likely to have a material impact on our liquidity.

As of March 31, 2026, the Company has no material commitments for long-term debt or for capital expenditures.

Off-Balance Sheet Arrangements

In the normal course of business, NBB extends lines of credit and letters of credit to its customers.

In the normal course of business, NBB extends lines of credit to its customers.

Depending on their needs, customers may draw upon lines of credit at any time in any amount up to a pre-approved limit.

Financial letters of credit guarantee payments to facilitate customer purchases.

Performance letters of credit guarantee payment if the customer fails to complete a specific obligation.

The Bank also issues two types of standby letters of credit to customers:

financial standby letters of credit that guarantee payment to facilitate customer purchases and performance letters of credit that guarantee payment if the customer fails to perform a specific obligation.

Amounts drawn upon these lines and letters of credit vary at any given time depending on the business needs of the customers.

While it would be possible for customers to fully draw on approved lines of credit and for beneficiaries to call all letters of credit, historically this has not occurred.

In the event of a sudden and substantial draw on these lines, the Company would be able to access multiple options, including its lines of credit with correspondents, raising additional deposits, or selling securities available for sale or loans.

The Company estimates an ACL on unfunded loan commitments under the current expected credit losses model.

The Company sells mortgages on the secondary market.

Our agreements with the purchasers provide for strict underwriting and documentation requirements.

Violation of the representations and warranties of the agreement would entitle the purchaser to recourse provisions.

The Company has determined that its risk in this area is not significant because of the low volume of secondary market mortgage loans and high underwriting standards.

The Company estimates a potential loss reserve for recourse provisions that is not material as of September 30, 2025.

To date, no recourse provisions have been invoked.

If funds were needed, the Company would access the same sources as noted above for funding lines and letters of credit.

There were no material changes in off-balance sheet arrangements during the three and nine months ended September 30, 2025.

In the event of a sudden and substantial draw on these lines, the Company would manage liquidity using borrowing capacity, raising additional deposits, or selling securities available for sale or loans.

The Company sells mortgages on the secondary market subject to recourse agreements.

The mortgages originated must meet strict underwriting and documentation requirements for the sale to be completed.

To date, no recourse provisions have ever been invoked.

If the Company identified a factor or trend that indicated recourse risk, a loss reserve would be recorded.

Contractual Obligations

The Company had no finance lease or purchase obligations and no long-term debt at September 30, 2025.

The Company had no finance lease or purchase obligations and no long-term debt at March 31, 2026.

Quantitative a nd Qualitative Disclosures About Market Risk

2 unchanged sentences

The Company’s management evaluated, with the participation of the Company’s principal executive officer and principal financial officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report.

Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025 to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Company's management, including the Company's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the three months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026 to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Company's management, including the Company's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Because of the inherent limitations in all control systems, the Company believes that no system of controls, no matter how well designed and operated, can provide absolute assurance that all control issues have been detected.

6 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 2. Management’s Discussion and Analysis