What changed in this filing

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Item 1. Financial Statements

2026-08-12 compared with 2026-05-13 · 256 added, 135 removed, 592 unchanged (40% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

March 31, 2026

June 30, 2026

December 31, 2025

32 unchanged sentences

Authorized 10,000,000 shares;

issued and outstanding 6,368,410 (including 5,039 unvested) shares as of March 31, 2026 and December 31, 2025

issued and outstanding 6,370,620 (including 4,619 unvested) shares as of June 30, 2026 and 6,368,410 (including 5,039 unvested) shares as of December 31, 2025

Retained earnings

4 unchanged sentences

National Bankshares, Inc.

Consoli dated Statements of Income

For the Three Months Ended March 31,

Consolidated Statements of Income

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

(Recovery of) provision for credit losses

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

Provision for credit losses

Net interest income after provision for credit losses

Noninterest Income

3 unchanged sentences

Gain on sale of mortgage loans held for sale

Gain on sale of equity investment

Loss on sale of securities, net

Total noninterest income

16 unchanged sentences

Weighted average number of common shares outstanding, diluted

Dividends declared per common share

See accompanying notes to consolidated financial statements.

National Bankshares, Inc.

Consolidated Statements of Comprehensive Income

Three Months Ended June 30, 2026 and 2025

Three months ended June 30,

(in thousands)

Other Comprehensive Income, Net of Tax

Unrealized holding (loss) gain on available for sale securities net of tax of ($ 173 ) and

$ 1,000 for the periods ended June 30, 2026 and 2025, respectively

Reclassification adjustment for loss included in net income, net of tax of $ 1,375 in 2026

Other comprehensive income, net of tax

Total Comprehensive Income

See accompanying notes to consolidated financial statements.

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

Gain on sale of equity investment

Loss on sale of securities, net

Total noninterest income

Noninterest Expense

Salaries and employee benefits

Occupancy, furniture and fixtures

Data processing

FDIC assessment

Intangible asset amortization

Franchise taxes

Professional services

Core system conversion expense

Other operating expenses

Total noninterest expense

Income before income tax expense

Income tax expense

Basic net income per common share

Diluted net income per common share

Weighted average number of common shares outstanding, basic

Weighted average number of common shares outstanding, diluted

Dividends declared per common share

See accompanying notes to consolidated financial statements.

National Bankshares, Inc.

Consolidate d Statements of Comprehensive Income

Three Months Ended March 31, 2026 and 2025

For the Three Months Ended March 31,

Six Months Ended June 30, 2026 and 2025

For the Six Months Ended June 30,

(in thousands)

Other Comprehensive (Loss) Income, Net of Tax

Other Comprehensive Income, Net of Tax

Unrealized holding (loss) gain on available for sale securities net of tax of ($ 853 ) and

$ 2,017 for the periods ended March 31, 2026 and 2025, respectively

Other comprehensive (loss) income, net of tax

$ 3,017 for the periods ended June 30, 2026 and 2025, respectively

Reclassification adjustment for loss included in net income, net of tax of $ 1,375 in 2026

Other comprehensive income, net of tax

Total Comprehensive Income

2 unchanged sentences

Consolidated Statem ents of Changes in Stockholders’ Equity

Three Months Ended March 31, 2026 and 2025

Three Months Ended June 30, 2026 and 2025

(in thousands except share data)

Common Stock and Additional Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Loss

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

Balances at March 31, 2026

Cash dividends of $ 0.75 per share

Other comprehensive income, net of tax of $ 1,202

Stock based compensation

Balances at June 30, 2026

Six Months Ended June 30, 2026 and 2025

(in thousands except per share data)

2 unchanged sentences

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

Balances at December 31, 2025

Other comprehensive (loss), net of tax of ($ 680 )

Cash dividends of $ 0.75 per share

Other comprehensive income, net of tax of $ 522

Stock based compensation

Balances at March 31, 2026

Balances at June 30, 2026

See accompanying notes to consolidated financial statements.

1 unchanged sentence

Consolidat ed Statements of Cash Flows

Three Months Ended March 31, 2026 and 2025

For the Three Months Ended March 31,

Six Months Ended June 30, 2026 and 2025

For the Six Months Ended June 30,

(in thousands)

1 unchanged sentence

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

(Recovery of) provision for credit losses

Provision for credit losses

Depreciation of premises and equipment

Amortization of premiums and accretion of discounts on securities, net

Loss on sale of securities available for sale, net

Amortization of core deposit intangible

5 unchanged sentences

Increase in cash value of bank-owned life insurance

Gain on disposal of premises and equipment, net

Gain on sale of equity investment

Equity based compensation expense

9 unchanged sentences

Net change in restricted stock

Proceeds from sale of equity investment

Purchase of loan participations

3 unchanged sentences

Purchases of premises and equipment

Net cash provided by investing activities

Proceeds from sale of premises and equipment

Net cash (used in) provided by investing activities

Cash Flows from Financing Activities

1 unchanged sentence

Net change in other deposits

Cash dividends paid

Net cash used in financing activities

2 unchanged sentences

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 (loss) gain 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, 2026

June 30, 2026

$ 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 pension plan.

The results of operations for the three months ended March 31, 2026 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 pension plan.

The results of operations for the three and six months ended June 30, 2026 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, 2025 (“2025 Form 10-K”).

18 unchanged sentences

If an entity adopts this ASU in an interim reporting period, it should apply it as of the beginning of that interim reporting period or the beginning of the annual reporting period that includes that interim reporting period.

The Company does not expect the adoption of ASU 2025-08 to have a material impact on its consolidated financial statements.

The Company does not expect the adoption of ASU 2025-08 to have a material impact on its consolidated financial statements at the time of adoption;

however, is considering the impacts to future acquisition activity.

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.

Disaggregation of Income Statement Expenses.” ASU 2024-03 requires public companies to disclose, in the notes to the financial statements, specified 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.

The FASB subsequently issued ASU 2025-01, “Income

Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

In addition, public companies will need to provide qualitative description of the amounts remaining in relevant expense

captions that are not separately disaggregated quantitatively.

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.

The Company does not expect the adoption of ASU 2024-03 to have a material impact on its consolidated financial statements.

1 unchanged sentence

Loans include acquired loans and originated loans.

Acquired loans are presented at their outstanding principal balance, net of the remaining purchase discount of $ 5,134 as of March 31, 2026 and $ 5,551 as of December 31, 2025.

Originated loans as of March 31, 2026 and December 31, 2025 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.

Real estate construction

Consumer real estate

Commercial real estate

Commercial non real estate

Public sector and IDA

Consumer non real estate

deferred fees and costs

Loans, net of deferred fees and costs

Allowance for credit losses on loans

Total loans, net

Accrued interest receivable of $ 3,568 at March 31, 2026 and $ 3,361 at December 31, 2025 is not included in total loans above and is also excluded from the Company's estimate of credit losses on loans.

Acquired loans are presented at their outstanding principal balance, net of the remaining purchase discount of $ 4,957 as of June 30, 2026 and $ 5,551 as of December 31, 2025.

Originated loans as of June 30, 2026 and December 31, 2025 are presented at amortized cost.

Accrued interest receivable of $ 3,780 at June 30, 2026 and $ 3,361 at December 31, 2025 is not included in total loans above and is excluded from the Company's estimate of credit losses on loans.

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, 2026

June 30, 2026

Real Estate Construction

34 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

Commercial real estate, other

No accrued interest receivable was reversed against interest income during the three months ended March 31, 2026 or March 31, 2025.

No accrued interest receivable was reversed against interest income during the three and six months ended June 30, 2026 or June 30, 2025.

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, 2026

Activity in the ACLL for the Six Months Ended June 30, 2026

Balance, December 31, 2025

Provision for (recovery of) credit losses

Balance, March 31, 2026

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

Balance, June 30, 2026

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

Balance, June 30, 2025

Activity in the ACLL for the Year Ended December 31, 2025

2 unchanged sentences

Balance, December 31, 2025

(1) Adjustment for PCD acquired loans.

The following tables present information about the ACLL for individually evaluated loans and collectively evaluated loans by portfolio segment as of the dates indicated.

ACLL by Segment and Evaluation Method

March 31, 2026

June 30, 2026

Real Estate Construction

12 unchanged sentences

Loans by Segment and Evaluation Method

March 31, 2026

June 30, 2026

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, 2026 and December 31, 2025, two of the Company’s individually evaluated loans were collateral dependent and secured by real estate.

As of June 30, 2026 and December 31, 2025, two 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, 2026

June 30, 2026

December 31, 2025

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, 2026 and December 31, 2025, and gross charge-offs by year of origination for the three months ended March 31, 2026 and the year ended December 31, 2025 .

The following tables present the amortized cost basis of the loan portfolio by year of origination, loan class and credit quality as of the dates indicated.

Term Loans Amortized Cost Basis by Origination Year

March 31, 2026

June 30, 2026

Construction, residential

15 unchanged sentences

Special Mention

Gross Charge Offs by Origination Year for the Three Months Ended March 31, 2026

Commercial and industrial

Other consumer

Total Gross Charge-Offs

Term Loans Amortized Cost Basis by Origination Year

16 unchanged sentences

Special mention

Gross Charge Offs by Origination Year for the Year Ended December 31, 2025

The following tables present gross charge offs during the periods indicated, by loan class and year of origination:

Gross Charge Offs by Origination Year for the Six Months Ended June 30, 2026

Commercial and industrial

Other consumer

Total gross charge-offs

Gross Charge Offs by Origination Year for the Twelve Months Ended December 31, 2025

Residential closed-end first liens

4 unchanged sentences

On the date a loan is modified, the Company assesses whether the borrower is experiencing financial difficulty.

If the borrower is experiencing financial difficulty, the loan is risk rated special mention or classified, as determined appropriate.

If the borrower is experiencing financial difficulty, the loan is risk rated special mention or classified, as appropriate.

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

No loans were modified for borrowers experiencing financial difficulty during the three months ended March 31, 2026 or March 31, 2025.

No loans were modified for borrowers experiencing financial difficulty during the three and six month periods ended June 30, 2026, or June 30, 2025.

Consumer Real Estate Loans In Process of Foreclosure

As of March 31, 2026 , the Company had six consumer real estate loans with an amortized cost of $ 289 in process of foreclosure.

As of June 30, 2026 , there were three consumer real estate loans totaling $ 130 in process of foreclosure.

As of December 31, 2025 , three consumer real estate loans totaling $ 126 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, 2026 and 2025:

The following tables present the balance and activity in the ACL for unfunded commitments for the six months ended June 30, 2026 and 2025:

Allowance for Credit Losses on Unfunded Commitments

1 unchanged sentence

Recovery of credit losses

Balance, March 31, 2026

Balance, June 30, 2026

Balance, December 31, 2024

Recovery of credit losses

Balance, March 31, 2025

Balance, June 30, 2025

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, 2026

June 30, 2026

government agencies and corporations

12 unchanged sentences

12 Months or More

March 31, 2026

June 30, 2026

government agencies and corporations

13 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, 2026, the Company had 516 securities with a fair value of $ 612,417 in an unrealized loss position.

At June 30, 2026, the Company had 410 securities with a fair value of $ 550,642 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, 2026.

No credit losses were identified and no ACL on securities available for sale was recorded as of June 30, 2026.

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 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 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 March 31, 2026, by contractual maturity, are shown below.

The amortized cost and fair value of securities available for sale at June 30, 2026, 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, 2026

June 30, 2026

Amortized Cost

5 unchanged sentences

Total securities available for sale

Accrued interest receivable on securities, included in accrued interest receivable on the Consolidated Balance Sheets, totaled $ 3,433 at March 31, 2026 and $ 3,177 at December 31, 2025.

The deferred tax asset for the net unrealized loss on securities available for sale was $ 11,568 as of March 31, 2026 and $ 10,889 as of December 31, 2025.

Accrued interest receivable on securities, included in accrued interest receivable on the Consolidated Balance Sheets, totaled $ 3,249 at June 30, 2026 and $ 3,177 at December 31, 2025.

The deferred tax asset for the net unrealized loss on securities available for sale was $ 10,366 as of June 30, 2026 and $ 10,889 as of December 31, 2025.

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 three months ended March 31, 2026 and 2025.

During 2026, the Company realized a loss of $ 6,549 on the sale securities under a restructuring plan to manage interest rate risk.

No securities were sold in 2025.

Information pertaining to realized losses on sold securities follows:

Sale of Available for Sale Securities

For the Three and Six Months Ended

Amortized Cost

June 30, 2026

Restricted Stock.

The Company held restricted stock of $ 1,872 as of March 31, 2026 and $ 1,848 as of December 31, 2025.

The Company held restricted stock of $ 1,872 as of June 30, 2026 and $ 1,848 as of December 31, 2025.

Restricted stock is reported separately from available for sale securities and is included in other assets on the Consolidated Balance Sheets.

5 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 $ 508,975 at March 31, 2026.

The Company’s management reviews for impairment based upon the ultimate recoverability of the cost basis of the FHLB stock, and at March 31, 2026 , did not determine any impairment.

The Company’s management reviews for impairment based upon the ultimate recoverability of the cost basis of the FHLB stock, and at June 30, 2026 , did not determine any impairment.

Defined Benefit Plan

1 unchanged sentence

Net Periodic Benefit Income

Three Months Ended March 31,

Three Months Ended June 30,

Interest cost

1 unchanged sentence

Net periodic benefit income

Net Periodic Benefit Income

Six Months Ended June 30,

Interest cost

Expected return on plan assets

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, 2026

June 30, 2026

government agencies and corporations

12 unchanged sentences

The Company relies on an independent third party vendor to provide market valuations.

The inputs used to determine value include:

benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications.

The inputs used to determine value include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications.

The third party vendor also monitors market indicators, industry activity and economic events as part of the valuation process.

5 unchanged sentences

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the consolidated financial statements.

Loans Held for Sale

Loans held for sale are carried at the lower of cost or fair value.

Mortgage Loans Held for Sale

Mortgage loans held for sale are carried at the lower of cost or fair value.

These loans currently consist of one-to-four family residential loans originated for sale in the secondary market.

1 unchanged sentence

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, 2026 or December 31, 2025.

No nonrecurring fair value adjustments were recorded on mortgage loans held for sale as of June 30, 2026 or December 31, 2025.

Collateral Dependent Loans

1 unchanged sentence

If the fair value of the collateral is lower than the loan’s amortized cost basis, the shortfall is recognized in the ACLL.

When repayment is expected from the operation of the collateral, fair value is estimated as the present value of expected cash flows from the operation of the collateral.

When repayment is expected from the operation of the collateral, fair value is estimated as the present value of expected cash flows.

When repayment is expected from the sale of the collateral, fair value is estimated using measurement techniques discussed below and discounted by the estimated cost to sell.

7 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, 2026 , two commercial real estate loans totaling $ 6,884 were collateral dependent.

Valuation was based upon outside appraisals (Level 2).

As of June 30, 2026 , two commercial real estate loans totaling $ 6,846 were measured under the fair value of collateral method using third party appraisals (Level 2).

None of the measurements resulted in a specific allocation.

1 unchanged sentence

None of the measurements resulted in a specific allocation.

Restricted Stock

The carrying value of restricted Federal Reserve Bank of Richmond and FHLB stock approximates fair value based upon the redemption provisions of each entity.

Fair Value Summary

2 unchanged sentences

Estimated Fair Value

March 31, 2026

June 30, 2026

Carrying Amount

22 unchanged sentences

Components of Accumulated Other Comprehensive Loss

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

The following tables summarize the activity related to each component of accumulated other comprehensive loss for the periods indicated:

Net Unrealized Loss on Securities

Adjustments Related to Pension Benefits

Accumulated Other Comprehensive Loss

Balance at March 31, 2025

Unrealized holding gain on available for sale securities, net of

tax of $ 1,000

Balance at June 30, 2025

Balance at March 31, 2026

Unrealized holding loss on available for sale securities, net of

tax of ($ 173 )

Reclassificationi adjustment, net of tax of $ 1,375

Balance at June 30, 2026

Comprehensive

2 unchanged sentences

tax of $ 3,017

Balance at March 31, 2025

Balance at June 30, 2025

Balance at December 31, 2025

1 unchanged sentence

tax of ($ 853 )

Balance at March 31, 2026

Reclassification adjustment, net of tax of $ 1,375

Balance at June 30, 2026

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.

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.

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

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

7 unchanged sentences

The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate.

Payment is generally received a few days

after month end through a direct charge to customers’ accounts.

Payment is generally received a few days after month end through a direct charge to customers’ accounts.

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.

3 unchanged sentences

The Company’s performance obligation is generally satisfied upon the issuance of the insurance policy.

The Company recognizes revenue upon receipt of commission shortly after the insurance policy is issued.

Shortly after the insurance policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue.

Investment income consists of recurring revenue streams such as commissions from sales of mutual funds, annuities and other investments.

3 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

The Company’s leases are recorded under ASC Topic 842, “Leases”.

The Company categorizes leases as short-term, operating or finance leases.

2 unchanged sentences

Right-of-use assets, included in other assets, represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor.

Lease liabilities, included in other liabilities, represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows.

Lease liabilities, included in other liabilities, represent the Company’s obligation to make lease payments and are reported at the net present value of the remaining contractual cash flows.

Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease.

8 unchanged sentences

Certain of the Company’s operating leases offer the option to extend the lease term and the Company has included such extensions in its calculation of the lease liabilities to the extent the options are reasonably certain of being exercised.

The lease agreements do not

provide for residual value guarantees and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The lease agreements do not provide for residual value guarantees and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The following tables present information about leases as of the dates and for the periods indicated:

3 unchanged sentences

Weighted average discount rate

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Lease Expense

Operating lease expense

Total lease expense

Cash paid for amounts included in lease liabilities

For the Six Months Ended June 30,

Lease Expense

Operating 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, 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

Twelve months ending March 31, 2031

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

Twelve months ending June 30, 2031

Total undiscounted cash flows

3 unchanged sentences

The maximum number of shares available for issuance under the Plan is 120,000 shares.

The restricted stock has voting rights and rights to dividends, which are paid upon the vest date.

For further information on the Plan, please refer to the Company’s 2025 Form 10-K.

Restricted Stock Awards and Restricted Stock Units

As of December 31, 2025, the Company had nonvested restricted stock awards ("RSAs"), granted to non-employee directors, and restricted stock units ("RSUs"), granted to employees designated in the incentive compensation plan.

Additional RSUs were granted in February 2026 that will vest in equal parts in 2027, 2028 and 2029.

The RSAs and RSUs were valued at the closing stock price on the grant date and the Company is recognizing expense over the associated vesting period.

Stock based compensation expense charged against income was $ 62 for the three months ended March 31, 2026 and $ 43 for the three months ended March 31, 2025.

As of March 31, 2026, the Company expects to recognize stock based compensation expense of $ 166 over the coming 12 months.

A summary of changes in the Company’s nonvested RSAs and RSUs under the Plan for the three months ended March 31, 2026 follows:

As of December 31, 2025, the Company had nonvested restricted stock awards ("RSAs"), granted to non-employee directors, and restricted stock units ("RSUs"), granted to designated employees.

During 2026, the Company awarded to designated employees additional RSUs that will vest in equal parts in 2027, 2028, and 2029.

The Company also granted to directors additional RSAs that will vest in 2027.

The Company valued the RSAs and RSUs at the closing stock price on the grant date.

The Company records expense over the associated vesting period.

Stock based compensation expense charged against income was $ 63 and $ 125 for the three and six months ended June 30, 2026 and $ 51 and $ 94 for the three and six months ended June 30, 2025.

As of June 30, 2026 , compensation expense of $ 188 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 and RSUs under the Plan for the six months ended June 30, 2026 follows:

Weighted-Average

Nonvested at January 1, 2026

Nonvested at March 31, 2026

Vested and released

Nonvested at June 30, 2026

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,

For the Three Months Ended June 30,

Shares Weighted Average Outstanding

5 unchanged sentences

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, 2026 and March 31, 2025 .

For the Six Months Ended June 30,

Shares Weighted Average Outstanding

(Denominator)

Shares Weighted Average Outstanding

(Denominator)

Basic net income per

Dilutive shares

Diluted net income per

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, 2026 and June 30, 2025 .

Note 11 – Goodwill and Other Intangibles

Core deposit intangible amortization expense was $ 87 and $ 97 for the three months ended March 31, 2026 and 2025, respectively.

The following table provides information on the significant components of goodwill and other acquired intangible assets at March 31, 2026.

Core deposit intangible amortization expense was $ 84 and $ 171 for the three and six months ended June 30, 2026.

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

The following table provides information on the significant components of goodwill and other acquired intangible assets during the six months ended June 30, 2026:

Beginning Balance

Accumulated Amortization

Ending Balance

Core deposit intangible

As of March 31, 2026, estimated future remaining amortization of the core deposit intangible within the years ending December 31, is as follows:

As of June 30, 2026, estimated future remaining amortization of the core deposit intangible within the years ending December 31, is as follows:

Amortization Expense

Total amortizing core deposit intangible

Note 12 - Subsequent Events

On May 1, 2026 the Company announced the sale of its membership interest in Bearing Insurance Group, LLC.

Based solely on information available to the Company, the Company estimates it will recognize a pre-tax gain of approximately $ 6,566 on the transaction, which will be reported in the Company's financial results for the second quarter of 2026.

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