What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-03-04 compared with 2025-03-05 · 157 added, 112 removed, 294 unchanged (48% of the section changed)

9 unchanged sentences

• A decrease in net interest income derived from our lending and deposit gathering activities;

• A decrease in the demand of our loans and other products we offer;

• A decrease in the demand of our loans and other products or services we offer;

• A decrease in our deposit balances due to overall reductions in the number or value in client accounts;

4 unchanged sentences

As a result of these potential economic conditions, our operating results could be negatively impacted.

Unrelated bank failures, other issues of unrelated banks, and decreased depositor confidence in depository institutions could negatively impact our stock price and we may experience a material adverse effect on our financial condition and results of operations.

A collection of bank failures that began in March 2023 materially impacted depositor and investor confidence in community and regional depository institutions.

On March 8, 2023, Silvergate Bank announced its decision to voluntarily liquidate its assets and wind down its operations.

On March 10, 2023, the California Department of Financial Protection and Innovation (the “DFPI”) took possession of Silicon Valley Bank, citing inadequate liquidity and solvency.

On March 12, 2023, Signature Bank was closed by the New York State Department of Financial Services.

On May 1, 2023, the DFPI took possession of First Republic Bank citing that it was conducting its business in an unsafe or unsound manner and being in a condition that is unsafe or unsound to transact banking business.

In each instance the FDIC was appointed as a receiver for the failed institution.

There were a number of reasons for the failure of these institutions including, but not limited to, elevated levels of uninsured deposits, liquidity concerns, and losses in the financial institution’s long-term securities holdings.

These events impacted the confidence of investors and customers in financial institutions as a whole.

It led regulators, investors, and institutions to focus on the on-balance sheet liquidity, customer deposit base, including level of deposits uninsured by the FDIC, the

amount of accumulated other comprehensive loss, capital levels, interest rate risk management, and securities holdings of financial institutions.

If any additional financial institutions fail in a similar manner as those financial institutions that failed in 2022, our stock price and deposit base could be negatively impacted.

As a result of these failures, enhanced scrutiny from regulators and potential new legislation may impact our ability to operate.

Depending upon any adopted change in legislation or directives from regulators, we may need to adjust our strategy and operations to comply with such changing laws or regulatory directives, which can result in additional operating expenses and could materially impact our operating results.

Continued elevated levels of inflation could adversely impact our business and results of operations.

While the Federal Reserve took steps to combat the heightened levels of inflation that began in 2021, primarily through increases to the target fed funds rate, continued levels of inflation and monetary policy adopted by the Federal Reserve to combat such inflation, could have complex effects on our business and results of operations, some of which could be materially adverse.

During 2024, the Federal Reserve began cutting the target fed funds rate and decreased the target by 100 basis points.

The Federal Reserve is still considering additional changes to the target fed funds rate, and the monetary policy adopted in 2025 by the Federal Reserve may impact the results of operations.

While we generally expect any inflation-related increases in our interest expense to be offset by increases in our interest revenue, inflation-driven increases in our levels of non-interest expense could negatively impact our results of operations.

Additionally, if interest rates stay at their current level or continue to rise, we could see consumer sentiment shift and demand for loans may decrease which would impact our results of operations.

The continued effects from elevated levels of inflation recently experienced could also increase volatility and uncertainty in the business environment, which could adversely affect loan demand and our clients’ ability to repay indebtedness.

It is also possible that governmental policy responses to the current inflation environment could further affect our business, such as changes to monetary and fiscal policy.

The duration and severity of the current inflationary period, and the governmental responses thereto, are unknown and cannot be estimated with precision.

Changes in interest rates could adversely affect the Corporation’s results of operations and financial condition.

6 unchanged sentences

Changes in monetary policy, including changes in interest rates, including the target fed funds rate, could influence not only the interest that is received on loans and securities and the interest that is paid on deposits and borrowings, but such changes could also affect the Corporation’s ability to originate loans and obtain deposits and the fair value of the Corporation’s financial assets and liabilities.

While we believe we have implemented procedures to prepare us for the potential effects of a changing interest rate environment, these procedures may not always be successful as the procedures include underlying assumptions which may ultimately be inaccurate based on factors outside of our control.

If the interest received on loans and other interest-earning assets decreases at a faster rate than the interest rates paid on deposits and other interest-bearing liabilities, our net interest income, and, therefore, our earnings could be adversely affected.

6 unchanged sentences

While the higher payment amounts we would receive on adjustable-rate or variable-rate loans in a rising interest rate environment may increase our interest income, some borrowers may be unable to afford the higher payment amounts, and this could result in a higher rate of default which could result in a decrease in the value of the collateral securing these loans if the demand for the collateral decreases.

A higher rate of default may also increase our costs associated with servicing these loans, foreclosing on properties, property maintenance on

foreclosed properties, and the liquidation of any foreclosed properties.

A higher rate of default may also increase our costs associated with servicing these loans, foreclosing on properties, property maintenance on foreclosed properties, and the liquidation of any foreclosed properties.

Rising interest rates also may reduce the demand for loans and the value of fixed-rate investment securities.

Accordingly, changes in interest rates could adversely affect our results of operations and financial condition.

Changing interest rates also subject the Corporation to risks with respect to our financial instruments that are carried at fair value.

The corporation maintains an available-for-sale investment securities portfolio, which includes securities instruments of varying types, maturities and interest rates.

We also maintain assets that are classified and accounted for as trading assets.

When the market interest rate rises, these securities typically decrease in value.

Carrying these assets at fair value exposes the Corporation to market risks tied to changing interest rates and market liquidity factors.

There are conditions, including changing market values of instruments or liquidity needs, that would require the Corporation to dispose of these investment securities earlier than anticipated, which could adversely affect our results of operations and financial condition.

The Corporation regularly monitors forecasts for interest rates, its interest rate risk and interest rate sensitivity and plans accordingly based on models and projections regarding interest rates, however these models and projections are forward-looking and based on a number of assumptions and forecasts.

If the interest rate environment realized differs materially from the underlying assumptions used for its projections, models and forecasts, the Corporation faces a risk that its plans may not account for the actual interest rate environment, which may negatively affect our results of operations and financial condition.

Continued elevated levels of inflation could adversely impact our business and results of operations.

While the Federal Reserve took steps to combat the heightened levels of inflation that began in 2021, primarily through increases to the target fed funds rate, continued levels of inflation and/or monetary policy adopted by the Federal Reserve to combat such inflation, could have complex effects on our business and results of operations, some of which could be materially adverse.

During 2025, the Federal Reserve continued cutting the target fed funds rate and decreased the target by 75 basis points.

The Federal Reserve is still considering additional changes to the target fed funds rate, and the monetary policy adopted in 2026 by the Federal Reserve may impact the results of operations.

Additionally, if interest rates stay at their current level or continue to rise, we could see consumer sentiment shift and demand for loans may decrease which would impact our results of operations.

It is also possible that governmental policy responses to the current inflation environment could further affect our business, such as changes to monetary and fiscal policy.

The duration and severity of the current inflationary period, and the governmental responses thereto, are unknown and cannot be estimated with precision.

Geographic concentration of the Corporation’s markets makes our business highly susceptible to local economic conditions and a downturn in local economic conditions may adversely affect our business.

Unlike larger banking organizations that are more geographically diversified, the Corporation’s operations are currently concentrated in west central Indiana, east central Illinois, western Kentucky, eastern, middle and western Tennessee, northern Georgia, and most of our customers are located in these markets.

The economic conditions in these local markets may be different from, and in some instances be worse than, the economic conditions in the U.S.

As a result of this geographic concentration, the Corporation’s financial results depend largely upon economic conditions in these market areas.

Deterioration in economic conditions in the Corporation’s markets could result in one or more of the following, which may increase our costs, reduce our net income, or otherwise adversely affect our business:

• an increase in loan delinquencies;

• an increase in problem assets and foreclosures;

• an increase in our allowance for credit losses;

• a decrease in the demand for our products and services;

• a decrease in the value of collateral for loans, especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with problem loans and collateral coverage;

• a decrease in net worth and liquidity of loan guarantors, which may impair their ability to honor guarantees made to us;

• a decrease in deposits balances.

Labor shortages and the loss of one or more of those key personnel may materially and adversely affect our business.

9 unchanged sentences

Additionally, if we were to experience the unexpected loss of a large number of personnel, whether or not such personnel were considered key personnel, we could experience a material adverse impact on our business because of the loss of their skills and the costs and difficulty of finding a large number of qualified replacement personnel.

A collection of bank failures that began in March 2023 materially impacted depositor and investor confidence in community and regional depository institutions.

On March 8, 2023, Silvergate Bank announced its decision to voluntarily liquidate its assets and wind down its operations.

On March 10, 2023, the California Department of Financial Protection and Innovation (the “DFPI”) took possession of Silicon Valley Bank, citing inadequate liquidity and solvency.

On March 12, 2023, Signature Bank was closed by the New York State Department of Financial Services.

In each instance the FDIC was appointed as a receiver for the failed institution.

These events impacted the confidence of investors and customers in financial institutions as a whole.

It led regulators, investors, and institutions to focus on the on-balance sheet liquidity, customer deposit base, including level of deposits uninsured by the FDIC, the amount of accumulated other comprehensive loss, capital levels, interest rate risk management, and securities holdings of financial institutions.

If any additional financial institutions fail in a similar manner as those financial institutions that failed in 2022, our stock price and deposit base could be negatively impacted.

The industry wide impact of these failures demonstrated the impact that reputational harm to certain financial institutions can have on the industry as a whole, which can lead to risks of reputational harm to the Corporation based on issues or failures of unrelated banks or financial institutions.

As a result of these issues and failures, enhanced scrutiny from regulators and potential new legislation may impact our ability to operate.

Terrorist attacks, threats, or actual war, natural disasters, global climate change, pandemics, other catastrophic events, trade policies, civil unrest, protests, and other global and domestic conflicts may impact all aspects of our operations, revenues, costs, and stock price in unpredictable ways.

3 unchanged sentences

or its allies, including any escalation of or increased U.S.

involvement in currently ongoing conflicts, such as the Russia-Ukraine war or conflicts in the Middle East, military or trade disruptions, may impact our operations as well as the operations of some of our customers.

involvement in currently ongoing conflicts, such as those occurring with respect to Russia, Ukraine, Venezuela, Iran, the Middle East and China, military or trade disruptions, may impact our operations as well as the operations of some of our customers.

In addition, natural disasters, global climate change, pandemics, other catastrophic events, trade policies, domestic civil unrest, protest, and other global or domestic conflicts may impact our operations or the operations of some of our customers as well.

Any of these occurrences could have an adverse impact on our operating results, revenues, and costs and may result in the volatility of the market price for our common stock and on the future price of our common stock.

The economic conditions in these local markets may be different from, and in some instances be worse than, the economic conditions in the U.S.

As a result of this geographic concentration, the Corporation’s financial results depend largely upon economic conditions in these market areas.

• an increase in loan delinquencies;

• an increase in problem assets and foreclosures;

• an increase in our allowance for credit losses;

• a decrease in the demand for our products and services;

• a decrease in the value of collateral for loans, especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with problem loans and collateral coverage;

• a decrease in net worth and liquidity of loan guarantors, which may impair their ability to honor guarantees made to us;

• a decrease in deposits balances.

Risks Related to Our Business

The Corporation operates in a highly competitive industry and market, and our business will suffer if we are unable to compete effectively.

The Corporation faces substantial competition in all areas of its operations from a variety of different competitors, many of which are larger and may have more financial resources.

Our competitors include banks, savings and loan associations, credit unions, finance companies, brokerage firms, insurance companies, factoring companies, financial technology companies, and other financial intermediaries.

The financial services industry could become even more competitive as a result of legislative, regulatory, and technological changes and continued consolidation.

Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking.

Also, technology has lowered barriers to entry and made it possible for non-banks, including cryptocurrencies and other digital assets, to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems.

Many of the Corporation’s competitors have fewer regulatory constraints and may have lower cost structures.

Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than the Corporation can.

The Corporation may face increased competition for customer deposits from new entrants into the financial services industry, as well as current competitors that seek to expand services.

In July 2025, the Guiding and Establishing National Innovation for U.S.

Stablecoins Act (the “GENIUS Act”) was signed into law.

The GENIUS Act establishes, among other things, a regulatory framework for the issuance, custody and holding reserves of stablecoins.

Stablecoins are often viewed by consumers and commercial entities as an alternative to traditional bank deposits and transactions, which could result in reduced deposits for the Corporation.

The impact on our deposits will depend, in part, on the demand for stablecoins and the number of competitors that offer services permitted under the GENIUS Act, whether such competitors are current competitors or new entrants into the market.

In addition, federal agencies are required to issue regulations adopting the GENIUS Act, which will impact the regulatory framework for stablecoins.

The Corporation’s ability to compete successfully depends on a number of factors, including, among other things:

• the ability to develop, maintain and build upon long-term customer relationships based on top quality service, and safe, sound assets;

• the ability to expand the Corporation's market position;

• the scope, relevance and pricing of products and services offered to meet customer needs and demands;

• the rate at which the Corporation introduces new products and services relative to its competitors;

• customer satisfaction with the Corporation's level of service;

• customer preferences for traditional banking services;

• industry and general economic trends.

Failure to perform in any of these areas could significantly weaken the Corporation's competitive position, which could increase our funding costs, impact our liquidity, and adversely affect the Corporation's growth and profitability, which, in turn, could have a material adverse effect on the Corporation's financial condition and results of operations.

A lack of liquidity could affect our operations and jeopardize our financial condition.

2 unchanged sentences

Factors that could reduce our access to liquidity sources include a downturn in the markets in which our loans are concentrated, a decline in demand in the secondary market for long-term fixed mortgages, or adverse regulatory actions against the Corporation.

The Corporation’s access to deposits may also be affected by the liquidity needs of depositors.

The Corporation’s access to deposits may also be affected by the liquidity needs of depositors and competition for deposits as discussed in the Risk Factor titled “ The Corporation operates in a highly competitive industry and market and our business will suffer if we are unable to compete effectively.

The Corporation may not be able to replace maturing deposits and advances as necessary in the future, especially if a large number of depositors sought to withdraw their deposits, regardless of the reason.

9 unchanged sentences

In addition, large loans, letters of credit, and contracts with individual counterparties in our portfolio magnify the credit risk that we face, as the impact of large borrowers and counterparties not repaying their loans or performing according to the terms of their contracts would have a disproportionately significant impact on our credit losses and reserves.

Deterioration of the Corporation’s credit quality may have a material adverse effect on our loan portfolio, financial condition, and results of operations.

The Corporation has significant exposure to risks associated with commercial and commercial real estate loans.

16 unchanged sentences

In addition, in cases where we have extended credit against collateral, we may find that we are under-secured, for example, as a result of sudden declines in market values that reduce the value of collateral or due to fraud with respect to such collateral.

If these events or circumstances were to occur, it could result in a potential loss of revenue and have an adverse effect on our business, results of operations, and financial condition.

If these events or circumstances were to occur, it could result in a potential loss of revenue, increased costs in foreclosing on collateral or resolving troubled loans and have an adverse effect on our business, results of operations, and financial condition.

Decreased demand from secondary market purchasers of the Corporation’s long-term fixed residential mortgages could adversely affect our business, liquidity, results of operations, and financial condition.

5 unchanged sentences

” on Page 24.

The Corporation operates in a highly competitive industry and market, and our business will suffer if we are unable to compete effectively.

The Corporation faces substantial competition in all areas of its operations from a variety of different competitors, many of which are larger and may have more financial resources.

The financial services industry could become even more competitive as a result of legislative, regulatory, and technological changes and continued consolidation.

Banks, securities firms, and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting), and merchant banking.

Many of the Corporation’s competitors have fewer regulatory constraints and may have lower cost structures.

The Corporation’s ability to compete successfully depends on a number of factors, including, among other things:

• the ability to develop, maintain and build upon long-term customer relationships based on top quality service, and safe, sound assets;

• the ability to expand the Corporation's market position;

• the scope, relevance and pricing of products and services offered to meet customer needs and demands;

• the rate at which the Corporation introduces new products and services relative to its competitors;

• customer satisfaction with the Corporation's level of service;

• industry and general economic trends.

Failure to perform in any of these areas could significantly weaken the Corporation's competitive position, which could adversely affect the Corporation's growth and profitability, which, in turn, could have a material adverse effect on the Corporation's financial condition and results of operations.

The Corporation’s accounting estimates and risk management processes rely on analytical and forecasting models, which, if inadequate, may result in a material adverse effect on our business, financial condition, or results of operation.

3 unchanged sentences

For example, if the models the Corporation uses for interest rate risk and asset-liability management are inadequate, the Corporation may incur increased or unexpected losses upon changes in market interest rates or other market measures.

If the models the Corporation uses for determining its probable credit losses are inadequate, the allowance for credit losses may not be sufficient to support future charge-offs.

The Corporation uses a current “expected loss” model (“CECL”) to estimate its allowance for credit losses.

If the CECL model is inadequate, or its underlying assumptions are inadequate, the allowance for credit losses may not be sufficient to support future charge-offs.

Additionally, if the models the Corporation uses to measure the fair value of our financial instruments are inadequate, the fair value of our financial instruments may fluctuate unexpectedly or may not accurately reflect what the Corporation could realize upon sale or settlement of our financial instruments.

Any failure in the Corporation’s analytical or forecasting models could have a material adverse effect on the Corporation’s business, financial condition, and results of operations.

The Financial Accounts Standards Board adopted a new accounting standard, effective January 1, 2020, that represents a comprehensive change in estimating the allowance for credit losses from the previous “incurred loss” model of losses inherent in the loan portfolio to a current “expected loss” model (“CECL”), which encompasses losses expected to be incurred over the life of the portfolio.

CECL will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for loan losses.

The Corporation implemented the CECL for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

This change in methodology may require us to increase our allowance for loan losses.

Any increase in our allowance for loan losses or expenses incurred to determine the appropriate level of the allowance for loan losses may have a material adverse effect on our business, financial condition, and results of operations.

We are a community bank and our ability to maintain our reputation is critical to the success of our business.

3 unchanged sentences

This is done, in part, by recruiting, hiring, and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers, and caring about our customers and associates.

If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, by any government or regulatory action, or otherwise, our business and, therefore, our operating results, may be materially adversely affected.

If our reputation is negatively affected by the actions

of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, by any government or regulatory action, or otherwise, our business and, therefore, our operating results, may be materially adversely affected.

Our operational systems and networks are subject to an increasing risk of continually evolving cybersecurity or other technological risks, which could result in a loss of customer business, financial liability, regulatory penalties, damage to our reputation, or the disclosure of confidential information.

14 unchanged sentences

The occurrence of a cybersecurity incident involving us, third-party service providers, or our customers, regardless of its origin, could damage our reputation and result in a loss of customers and business and subject us to additional regulatory scrutiny, and could expose us to litigation and possible financial liability.

Furthermore, as technology, including the increasing use of artificial intelligence, machine learning, large language models, and other similar technologies, and cyberattacks change over time, we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures arising from operational and security risks.

Furthermore, as technology, including the increasing use of artificial intelligence, machine learning, large language models, artificial intelligence agents, generative artificial intelligence, and other similar technologies (collectively referred to as “AI”), and cyberattacks change over time, we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures arising from operational and security risks.

Any of these events could have a material adverse effect on our financial condition and results of operations.

2 unchanged sentences

Accordingly, the Corporation’s operations are exposed to risk that these vendors or their employees, agents, or other representatives will not perform in accordance with the contracted arrangements under service level agreements.

The failure of an external vendor to perform in accordance with the contracted arrangements under service level agreements, because of changes in the vendor’s organizational structure, financial condition, support for existing products and services, strategic focus, or for any other reason, could be disruptive to the Corporation’s operations, which could have a material adverse impact on the Corporation’s business and, in turn, the Corporation’s financial condition and results of operations.

Additionally, the Corporation may be exposed to certain risks involved with the use of AI tools of vendors and their employees or agents, as further discussed in the Risk Factor titled “ The increased prevalence, use and development of AI may subject the Corporation to increased regulatory risk, reputational risk and may have material adverse effects on the Corporation’s business, financial condition and results of operations .” The failure of an external vendor to perform in accordance with the contracted arrangements under service level agreements, because of changes in the vendor’s organizational structure, use of AI tools, financial condition, support for existing products and services, strategic focus, or for any other reason, could be disruptive to the Corporation’s operations, which could have a material adverse impact on the Corporation’s business and, in turn, the Corporation’s financial condition and results of operations.

New lines of business or new products and services may subject the Corporation to additional risks.

7 unchanged sentences

The financial services industry is characterized by rapid technological change, and if we fail to keep pace, our business may suffer.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services.

The effective use of technology can increase efficiency and enable financial institutions to better serve customers and to reduce costs.

The Corporation’s future success depends, in part, upon its ability to address customer needs by using

technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Corporation’s operations.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services, including cryptocurrency and stablecoin related products and services, products and services implementing AI and AI tools and other new financial technologies.

The effective use of technology can increase efficiency, provide cutting-edge products and/or services, and enable financial institutions to better serve customers and to reduce costs.

The Corporation’s future success depends, in part, upon its ability to address customer needs by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Corporation’s operations.

The Corporation may not be able to effectively implement new technology-driven products and services, be successful in marketing these products and services to its customers, or incur significant costs in implementing new technology-driven products and services.

Further, many of our competitors have substantially greater resources to invest in technological improvements and may do so in a more cost effective manner.

Failure to successfully keep pace with technological change affecting the financial services industry could negatively affect the Corporation’s growth, revenue, and profit.

The implementation of artificial intelligence, machine learning, and other large language models and similar technologies may subject the Corporation to increased regulatory risk, reputational risk, and may have material adverse effects on the Corporation’s business, financial condition, and results of operations.

The growth of artificial intelligence, machine learning, and other large language models and similar technologies (collectively referred to as “AI”), has spurned a new industry of technological advances.

Failure to successfully keep pace with technological change affecting the financial services industry could negatively affect the Corporation’s growth, revenue, profit, financial condition and results of operations.

The increased prevalence, use and development of AI may subject the Corporation to increased regulatory risk, reputational risk, and may have material adverse effects on the Corporation’s business, financial condition, and results of operations.

The growth of AI has spurred a new industry of technological advances.

Users of AI tools may not fully understand the implications of the use of such tools , including the scope of capabilities for these tools, protection of confidential information when using AI tools, cybersecurity risks inherent with the use of AI tools, as well as unknown or unidentified risks inherent with the development of new technology.

The use of AI tools is being implemented by both individuals and commercial entities, increasing the risks from the use of these tools to the users and any systems that interact with AI tools.

Increased customer use of AI tools can potentially result in increased of a customer unintentionally exposing their personal information, banking credentials or other sensitive or confidential information, and increase opportunities for bad actors to conduct fraudulent activities with respect to a customer’s account(s).

While the Corporation and the Bank have implemented commercially reasonable policies and procedures to protect against and mitigate these risks, we cannot assure protection against all risks from the use of these AI tools by customers.

These AI tools are powerful technological advances and the customer’s use of such tools can result in cybersecurity risks to the customer and the Corporation.

Such risks, if realized, could result in financial and litigation risk to us and/or our customers, which could negatively affect the Corporation’s growth, reputation, revenue, expenses, financial condition, and results of operations.

As competitors, whether traditional competitors of the Corporation or new entrants into the financial services industry, incorporate AI tools into their products and services, the Corporation faces risk with respect to competition and industry reputation.

Successful implementation of AI tools by competitors may impair our ability to attract and retain business.

Additionally, if competitors realize issues with the incorporation of AI tools into their products and services and the cyberattack, inadvertent disclosure of personal information, banking credentials or other sensitive or confidential information, financial loss or other risks discussed herein related to AI tools are realized, the Corporation could suffer from reputational harm to the financial services industry as a whole.

Vendor use of AI tools may increase the risk of cyberattacks, unauthorized use or disclosure of personal information, banking credentials or other sensitive or confidential information, financial loss, or other risks discussed herein related to AI tools.

In conducting due diligence of vendors, we request detailed information regarding vendor use of AI and seek to mitigate risks related to a vendor’s employment of AI tools through service level agreements.

While we seek to mitigate these risks, a possibility exists that vendors may employ AI tools without disclosing their use to the Corporation, the AI tools disclosed to us may increase capabilities, features, services, or technologies that increase cybersecurity risks, employees of vendors may use undisclosed AI tools in performing services on behalf of the vendor, employees of vendors may inadvertently or inappropriately use AI tools in performing duties on behalf of the Corporation, or vendors may not understand which AI tools are being utilized while performing services on behalf of the Corporation.

Vendor use of AI tools increase cybersecurity risks, including the risk of inadvertent or deliberate exposure of personal information, banking credentials or other sensitive or confidential information, or may otherwise expose the Corporation to risks that have not yet been determined as a result of the exponential growth of the power, capabilities and frequency of use with respect to these tools, which could negatively affect the Corporation’s growth, reputation, revenue, expenses, financial condition, and results of operations.

The Corporation’s implementation of AI tools may subject the Corporation to increased regulatory risk, reputational risk and may have material adverse effects on the Corporation’s business, financial condition, and results of operations.

The Corporation implemented a form of AI with its intelligent digital assistant, Gabby, available through the Bank’s website.

4 unchanged sentences

Further, many of our competitors have substantially greater resources to invest in technological improvements and may do so in a more cost effective manner.

The realization of these risks could result in the Corporation failing to realize any anticipated benefits from the implementation of AI and could negatively affect the Corporation’s growth, reputation, revenue, expenses, and results of operations.

Additionally, the frequency of use of AI tools by individuals increases risks to the Corporation.

While the Corporation has incorporated policies and procedures with respect to AI, it is possible that employees fail to comply with such policies and procedures and increase the risk of cyberattacks, unauthorized use or disclosure of personal information, banking credentials or other sensitive or confidential information, financial loss, or other risks discussed herein related to AI tools.

The realization of these risks with respect to improper employee use of AI tools could result in the Corporation could negatively affect the Corporation’s growth, reputation, revenue, expenses, financial condition, and results of operations.

The Corporation’s controls and procedures may fail or be circumvented, and the Corporation’s methods of reducing risk exposure may not be effective.

The Corporation’s internal operations are subject to risks, including, but not limited to, data processing system failures and errors, customer or employee fraud, and catastrophic failures resulting from terrorist acts or natural disasters.

The Corporation’s internal operations are subject to risks, including, but not limited to, data processing system failures and errors, improper or inappropriate use of AI tools, customer or employee fraud, and catastrophic failures resulting from terrorist acts or natural disasters.

We regularly review and update our internal controls, disclosure controls and procedures, and corporate governance policies and procedures.

1 unchanged sentence

Additionally, instruments, systems, and strategies used to hedge or otherwise manage exposure to various types of market compliance, credit, liquidity, operational, and business risks and enterprise-wide risk could be less effective than anticipated.

As a result, the Corporation may not be able to effectively mitigate its risk exposures in particular market environments or against particular types of risk.

The Corporation may be adversely affected by the soundness of other financial institutions.

Financial institutions are interrelated as a result of trading, clearing, counterparty, or other relationships.

The Corporation has exposure to many different industries and counterparties, and routinely executes transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks, and other institutional clients.

Many of these transactions expose the Corporation to credit risk in the event of a default by a counterparty or client.

In addition, the Corporation’s credit risk may be exacerbated when the collateral held by the Corporation cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due to the Corporation.

These losses could have a material adverse effect on the Corporation’s business, financial condition, and results of operations.

As a result, the Corporation may not be able to effectively mitigate its risk exposures in particular market environments or against particular types of risk, which could adversely affect the Corporation’s financial condition and results of operations.

The Corporation may foreclose on collateral property and would be subject to the increased costs associated with ownership of real property, resulting in reduced revenues and earnings.

5 unchanged sentences

(iv) real estate tax rates;

(v) operating expenses of the mortgaged properties;

(v) operating expenses of the mortgaged

(vi) environmental remediation liabilities;

3 unchanged sentences

and (x) natural disasters.

Certain expenditures associated with

the ownership of real estate, principally real estate taxes, insurance, and maintenance costs, may adversely affect the income from the real estate.

Certain expenditures associated with the ownership of real estate, principally real estate taxes, insurance, and maintenance costs, may adversely affect the income from the real estate.

Therefore, the cost of operating real property may exceed the income earned from the real property, and the Corporation may have to advance funds in order to protect its interests, or it may be required to dispose of the real property at a loss.

These expenditures and costs could adversely affect the Corporation’s ability to generate revenues, resulting in reduced levels of profitability.

Accounting policies require management to make estimate about uncertain matters.

The Corporation’s accounting policies and processes are critical to how we report our financial condition and results of operations.

They require management to make critical accounting estimates about matters that are uncertain.

Accounting policies must comply with U.S.

GAAP, which requires management to exercise judgment in selecting and applying many of these accounting policies and processes.

Management has identified certain accounting policies as being critical because they require management’s judgment to ascertain the valuations of assets, liabilities, commitments and contingencies.

The Corporation has policies and control procedures in place that are intended to ensure these critical accounting estimates and judgments are well controlled and applied consistently.

In addition, our policies and procedures require management to review these critical accounting estimates and determine whether any changes are warranted.

Judgments and estimates are inherently uncertain, which means we cannot guarantee that we will not be required to adjust accounting policies or re-state prior period financial statements.

See Significant Accounting Estimates for additional information regarding the Corporation’s Critical Accounting Estimates on page 58.

Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition.

From time to time, the Financial Accounting Standards Board, Securities and Exchange Commission (“SEC”) and other regulatory agencies may issue guidance that change the financial accounting and reporting guidance that governs the preparation of our financial statements.

These changes can be hard to predict and can materially impact how we manage, record and report our financial condition and results of operations.

In some cases, we could be required to apply a new or revised standard retroactively, resulting in a requirement to restate prior period financial statements.

The Corporation’s earnings may be adversely impacted due to environmental liabilities associated with lending activities.

7 unchanged sentences

The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on the Corporation’s business, financial condition, and results of operations.

The Corporation may be adversely affected by the soundness of other financial institutions.

Financial institutions are interrelated as a result of trading, clearing, counterparty, or other relationships.

Many of these transactions expose the Corporation to credit risk in the event of a default by a counterparty or client.

In addition, the Corporation’s credit risk may be exacerbated when the collateral held by the Corporation cannot be realized upon or is liquidated at prices not

sufficient to recover the full amount of the credit or derivative exposure due to the Corporation.

These losses could have a material adverse effect on the Corporation’s business, financial condition, and results of operations.

The Corporation may become subject to claims and litigation pertaining to intellectual property.

14 unchanged sentences

New technologies can also impact consumer use of banks, including the increased prevalence of digital assets or cryptocurrencies, which can present risks that consumers move money out of bank deposits and into these digital assets or cryptocurrencies, decreasing our deposits and source of liquidity.

For more information on the competitive pressures faced by the Corporation, including those pressures as a result of cryptocurrencies and digital assets, see the Risk Factor titled “ The Corporation operates in a highly competitive industry and market and our business will suffer if we are unable to compete effectively.

” In addition, changes in consumer spending and savings habits could adversely affect the Corporation’s operations, and the Corporation may be unable to timely develop competitive new products and services in response to these changes.

Our acquisition of SimplyBank presents certain additional risks to our business and operations.

On July 1, 2024, the Corporation completed our previously announced acquisition of SimplyBank., a Tennessee-chartered commercial bank (“SimplyBank”).

While we anticipate that this transaction will improve profitability through geographic expansion, financial management, economies of scale, and expanded services, the recognition of such improved profitability is not guaranteed.

Additionally, as SimplyBank and its personnel are integrated into the Corporation, there remains the presence of ongoing risks, including:

the diversion of management’s attention from other areas of the Corporation;

the loss of customers or employees as a result of the transaction;

and other business, operational, and regulatory risks.

As part of the transaction, SimplyBank provided a number of representations and warranties, including, but not limited to, representations and warranties regarding tax liabilities, interactions with regulators, and compliance procedures, with respect to SimplyBank and its operations.

If such representations and warranties are inaccurate, we may face liabilities, including tax and/or regulatory liabilities, as a result of such inaccurate representations and warranties.

If these risks occur, the Corporation may not realize the improved profitability it anticipated when it acquired SimplyBank and could realize a material adverse effect on its business, reputation, financial condition, standing with its regulators, and results of operations.

Potential acquisitions may disrupt the Corporation’s business and dilute shareholder value.

The Corporation generally seeks merger or acquisition partners that are culturally similar and have experienced management and possess either significant market presence or have potential for improved profitability through financial management, economies of scale, or expanded services or geographic reach.

Acquiring other banks, businesses, or branches involves various risks commonly associated with acquisitions, including, among other things:

Acquiring other banks, including our previously announced merger with CedarStone Financial, Inc.

and it wholly owned subsidiary, CedarStone Bank, businesses or branches involves various risks commonly associated with acquisitions, including, among other things:

• the time and costs associated with identifying and evaluating potential new markets, hiring experienced local management, and opening new offices, and the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion;

9 unchanged sentences

• the risk of loss of key employees and customers;

• challenges faced with the integration of employees, business units, locations and customers;

• incurrence and possible impairment of goodwill associated with an acquisition and possible adverse short-term effects on our results of operations.

6 unchanged sentences

Accordingly, the Corporation may not be able to raise capital when needed or on favorable terms.

If the Corporation cannot raise additional capital when needed, it will be

subject to increased regulatory supervision and the imposition of restrictions on its growth and business.

If the Corporation cannot raise additional capital when needed, it will be subject to increased regulatory supervision and the imposition of restrictions on its growth and business.

These restrictions could negatively impact the Corporation’s ability to operate or further expand its operations through acquisitions or the establishment of additional branches and may result in increases in operating expenses and reductions in revenues that could have a material adverse effect on its financial condition and results of operations.

13 unchanged sentences

We operate in a highly regulated environment and the regulatory framework to which we are subject may adversely affect our results of operations.

The Corporation and the Bank operate in a highly regulated environment and we are subject to extensive regulation, supervision, and examination by the Federal Reserve, the OCC, and the FDIC and DFI, respectively.

The Corporation and the Bank operate in a highly regulated environment and we are subject to extensive regulation, supervision, and examination by the Federal Reserve, the OCC, the FDIC and DFI.

Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds, and the banking system as a whole, not our shareholders.

4 unchanged sentences

Any regulatory action against us or failure to comply with applicable laws and regulations could have an adverse effect on our reputation, business, financial condition, and results of operations.

presidential administration’s regulatory reform agenda could result in a material impact to our regulatory compliance and operations procedures.

We anticipate that the new U.S.

presidential administration will seek to implement a regulatory reform agenda that is significantly different than that of the former U.S.

presidential administration, impacting the rulemaking, supervision, examination and enforcement priorities of the federal agencies, include those federal banking regulators responsible for the Corporation’s oversight.

While we do not specifically know what these changes will entail, we may be required to implement different operational processes and procedures

and reform our compliance procedures to align with any regulatory reform.

This may cause the Corporation to incur additional costs and expenses, as well as dedicate management and key personnel time and resources, to comply with any regulatory reform agenda, which can ultimately impact our business, financial condition, and results of operations.

For example, the Consumer Financial Protection Bureau (“CFPB”) under the former administration focused some of its efforts on eliminating “junk fees”, which, while not specifically defined, focused on deposit products and fees such as overdraft fees and non-sufficient funds fees.

The CFPB began a process of soliciting comments on fee practices to determine what steps to take with respect to “junk fees”.

On February 1, 2025, the director of the CFPB, Rohit Chopra, was relieved of his duties by the new presidential administration.

It is currently unknown whether the CFPB will continue its pursuit related to “junk fees”, however if it does, the rules and regulations generated from this undertaking may require us to modify our fee structures and incur costs to comply with any new rules or regulations.

In addition to the banking regulators responsible for our oversight, we are subject to regulation and supervision from federal and state regulatory agencies for virtually all aspects of our operations.

In addition to those banking regulators discussed above, the following regulatory agencies have regulation, supervision and/or enforcement capabilities with respect to our operations:

the Consumer Financial Protection Bureau, the United States Treasury Department, the United States Department of Justice, the SEC, the United States Department of Housing and Urban Development, the United States Department of Labor, and the United States Equal Employment Opportunity Commission.

Additionally, we are subject to a number of state regulatory agencies with oversight over similar aspects of our operations. Under this extensive regulatory framework, we are at risk of failure to comply with regulatory requirements, including inadvertent or unintentional failures, which could result in fines, penalties, legal actions, enforcement actions, or restrictions on our operations and business activities.

Such failures could have an adverse effect on our reputation, business, financial condition, and results of operations.

Anticipated changes in leadership at the Federal Reserve may impact regulations and government policy applicable to us.

On January 30, 2026, Kevin Warsh was nominated as the new Chairman of the Federal Reserve to succeed Chairman Jerome Powell, whose term expires on May 15, 2026.

Warsh must be confirmed by the United States Senate prior to becoming the new Chairman of the Federal Reserve.

Because of the Federal Reserve’s role in financial services regulation, leadership changes may cause broader economic changes due to changing ideologies and governing style.

Additionally, new leadership may result in new regulatory initiatives and previously enacted regulations or implemented initiatives may be modified, terminated, or otherwise changed.

Changing leadership at the Federal Reserve could affect monetary policy and interest rates and changes in fiscal policy could affect broader trade and economic growth at a local, state, country, or international level.

At this time, further impact of these leadership changes and the potential impact on regulatory requirements applicable to us and our supervision is uncertain.

Legislative and regulatory actions taken now or in the future may increase our costs and impact our business, regulatory structure, financial condition, and/or results of operations.

3 unchanged sentences

These changes and increased scrutiny may result in increased costs of doing business, decreased revenues and net income, may reduce our ability to effectively compete to attract and retain customers, or make it less attractive for us to continue providing certain products and services.

Any future changes in federal and state law and regulations, as well as the interpretations and implementations of federal and state laws and regulations, could affect us in substantial and unpredictable ways, including those listed above, impact the regulatory structure under which we operate, significantly increase our costs, impede the efficiency of our internal business processes, require us to increase our regulatory capital and modify our business strategy, limit our ability to pursue business opportunities in an efficient manner, or other ways that could have a material adverse effect on our business, financial condition, or results of operations.

Any future changes in federal and state law and regulations, as well as the interpretations and implementations of federal and state

laws and regulations, could affect us in substantial and unpredictable ways, including those listed above, impact the regulatory structure under which we operate, significantly increase our costs, impede the efficiency of our internal business processes, require us to increase our regulatory capital and modify our business strategy, limit our ability to pursue business opportunities in an efficient manner, or other ways that could have a material adverse effect on our business, financial condition, or results of operations.

These changes also may require us to invest significant management attention and resources to make any necessary changes to operations to comply and could have an adverse effect on our business, financial condition, and results of operations.

Changes in federal, local, or state tax laws could negatively impact our financial condition.

The Corporation is subject to changes in tax law which could impact our effective tax rate.

Changes to these laws could apply retroactively and negatively impact our financial condition and results of operations.

Further, customers of the Corporation are subject to individual tax laws, as well as corporate taxes for commercial clients.

Reform or changes to individual and/or corporate tax laws could impact the liquidity needs of our customers which could have an adverse impact on the deposits held by the Corporation.

Future changes in tax laws are unknown, both in terms of the materiality of the impact to individuals and entities, as well as whether such changes are positive, negative or neutral.

While these changes are unknown at this time, the implementation of any changes may have an adverse effect on our business, financial condition, and results of operations.

The Basel III capital rules may require us to retain higher capital levels, impacting our ability to pay dividends, repurchase our stock, or pay discretionary bonuses.

12 unchanged sentences

If our policies, procedures, and systems are deemed deficient, we could be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including any acquisitions we desire to make.

could also incur increased costs and expenses to improve our anti-money laundering procedures and systems to comply with any regulatory requirements or actions.

We could also incur increased costs and expenses to improve our anti-money laundering procedures and systems to comply with any regulatory requirements or actions.

Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us.

45 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-K

Item 1A. Risk Factors