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UNION BANKSHARES INC

For the period ended Sep 30, 2024. Filed Nov 14, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 14, 2024

UNB$22.95-0.0%Stored close · as of Nov 9, 2026

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Notes to Unaudited Interim Consolidated Financial Statements

Note 1. Basis of Presentation

The accompanying unaudited interim consolidated financial statements of Union Bankshares, Inc. and Subsidiary (together, the Company) as of September 30, 2024, and for the three and nine months ended September 30, 2024 and 2023, have been prepared in conformity with GAAP for interim financial information, general practices within the banking industry, and the accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (2023 Annual Report). The Company's sole subsidiary is Union Bank. In the opinion of the Company’s management, all adjustments, consisting only of normal recurring adjustments and disclosures necessary for a fair presentation of the information contained herein, have been made. This information should be read in conjunction with the Company’s 2023 Annual Report. The results of operations for the interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024, or any future interim period.

The Company is a “smaller reporting company” and as permitted under the rules and regulations of the SEC, has elected to provide its consolidated statements of income, comprehensive income, cash flows and changes in stockholders’ equity for a two year, rather than three year, period. The Company has also elected to provide certain other scaled disclosures in this report, as permitted for smaller reporting companies. Certain amounts in the 2023 consolidated financial statements have been reclassified to conform to the current year presentation.

In addition to the definitions set forth elsewhere in this report, the acronyms, abbreviations and capitalized terms identified below are used throughout this Form 10-Q, including Part I. "Financial Information" and Part II. "Other Information". The following is provided to aid the reader and provide a reference page when reviewing this Form 10-Q.

ACL:Allowance for credit lossesHTM:Held-to-maturity
AFS:Available-for-saleHUD:U.S. Department of Housing and Urban Development
ASC:Accounting Standards CodificationICS:Insured Cash Sweeps of IntraFi
ASU:Accounting Standards UpdateIntraFi:IntraFi Network LLC
Board:Board of DirectorsMBS:Mortgage-backed security
bp or bps:Basis point(s)MSRs:Mortgage servicing rights
BTFP:Bank Term Funding Program of the FRBOAO:Other assets owned
CDARS:Certificate of Deposit Accounts Registry Service of IntraFiOCI:Other comprehensive income (loss)
Company:Union Bankshares, Inc. and SubsidiaryOREO:Other real estate owned
CECL:Current expected credit lossesRD:USDA Rural Development
DCF:Discounted cash flowRSU:Restricted stock unit
DRIP:Dividend Reinvestment PlanSBA:U.S. Small Business Administration
FASB:Financial Accounting Standards BoardSEC:U.S. Securities and Exchange Commission
FDIC:Federal Deposit Insurance CorporationTDR:Troubled-debt restructuring
FHA:U.S. Federal Housing AdministrationUnion:Union Bank, the sole subsidiary of Union Bankshares, Inc
FHLB:Federal Home Loan Bank of BostonUSDA:U.S. Department of Agriculture
FRB:Federal Reserve BoardVA:U.S. Veterans Administration
FHLMC/Freddie Mac:Federal Home Loan Mortgage Corporation2014 Equity Plan:2014 Equity Incentive Plan, as amended
GAAP:Generally Accepted Accounting Principles in the United States2023 Annual Report:Annual Report on Form 10-K for the year ended December 31, 2023

Note 2. Legal Contingencies

In the normal course of business, the Company is involved in various legal and other proceedings. In the opinion of management, any liability resulting from such proceedings is not expected to have a material adverse effect on the Company’s consolidated financial condition or results of operations.

Union Bankshares, Inc. Page 7

Note 3. Per Share Information

The following table presents the reconciliation between the calculation of basic EPS and diluted EPS for the three and nine months ended September 30, 2024 and 2023:

For the Three MonthsEnded September 30,For the Nine MonthsEnded September 30,
2024202320242023
(Dollars in thousands, except per share data)
Net income$1,324$2,532$5,760$8,208
Weighted average common shares outstanding for basic EPS4,524,3194,508,0284,521,7954,508,569
Dilutive effect of stock-based awards (1)31,27231,99826,86228,282
Weighted average common and potential common shares for diluted EPS4,555,5914,540,0264,548,6574,536,851
Earnings per common share:
Basic EPS$0.29$0.56$1.27$1.82
Diluted EPS$0.29$0.55$1.27$1.81

(1)Dilutive effect of stock based awards represents the effect of assumed vesting of all outstanding equity compensation awards, which currently consist solely of restricted stock units to be settled in common stock. Unvested awards do not have dividend or dividend equivalent rights.

Note 4. Recent Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and has issued subsequent amendments thereto, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2024. The transition away from LIBOR is not expected to have a material impact on the Company's consolidated financial statements.

In March 2023, the FASB issued ASU No. 2023-02, Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. ASU No. 2014-01, Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects, previously introduced the option to apply the proportional amortization method to account for investments made primarily for the purpose of receiving income tax credits and other income tax benefits when certain requirements are met; however, this guidance limited the proportional amortization method to investments in low-income-housing tax credit (LIHTC) structures. The proportional amortization method results in the cost of the investment being amortized in proportion to the income tax credits and other income tax benefits received, with the amortization of the investment and the income tax credits being presented net in the income statement as a component of income tax expense (benefit). Equity investments in other tax credit structures are typically accounted for using the equity method, which results in investment income, gains and losses, and tax credits being presented gross on the income statement in their respective line items. The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. The amendments in this update are effective for the Company for fiscal years beginning after December 31, 2023, including interim periods within those fiscal years. The Company adopted this ASU as of January 1, 2024 and it did not have a material impact on the Company's consolidated financial statements.

Union Bankshares, Inc. Page 8

Note 5. Investment Securities

Debt securities AFS as of the balance sheet dates consisted of the following:

September 30, 2024AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFairValue
(Dollars in thousands)
U.S. Government-sponsored enterprises$29,872$6$(2,742)$27,136
Agency mortgage-backed191,13620(26,010)165,146
State and political subdivisions55,81225(5,638)50,199
Corporate2,500—(46)2,454
Total$279,320$51$(34,436)$244,935
December 31, 2023AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFairValue
(Dollars in thousands)
U.S. Government-sponsored enterprises$44,153$—$(4,802)$39,351
Agency mortgage-backed182,56888(30,272)152,384
State and political subdivisions72,254395(6,210)66,439
Corporate6,358—(149)6,209
Total$305,333$483$(41,433)$264,383

There wereno investment securities HTM at September 30, 2024 or December 31, 2023. Investment securities AFS with fair value of $92.5 million and $926 thousand were pledged as collateral for FHLB borrowings and other credit subject to collateralization, public unit deposits or for other purposes as required or permitted by law at September 30, 2024 and December 31, 2023, respectively. Investment securities AFS pledged as collateral for the Discount Window and BTFP borrowings at the FRB consisted of U.S. government-sponsored enterprises and Agency MBS with a fair value of $21.5 million and $8.9 million at September 30, 2024 and December 31, 2023, respectively. The Company utilized BTFP as a source of liquidity during 2023 until the BTFP ceased making new loans in March 2024.

The amortized cost and estimated fair value of debt securities by contractual scheduled maturity as of September 30, 2024 were as follows:

AmortizedCostFairValue
Available-for-sale · (Dollars in thousands)
Due in one year or less$504$504
Due from one to five years15,03713,973
Due from five to ten years10,7649,728
Due after ten years61,87955,584
88,18479,789
Agency mortgage-backed191,136165,146
Total debt securities available-for-sale$279,320$244,935

Actual maturities may differ for certain debt securities that may be called by the issuer prior to the contractual maturity. Actual maturities usually differ from contractual maturities on agency MBS because the mortgages underlying the securities may be prepaid, usually without any penalties. Therefore, these agency MBS are shown separately and are not included in the contractual maturity categories in the above maturity summary.

Union Bankshares, Inc. Page 9

Information pertaining to all AFS debt securities with gross unrealized losses, for which an ACL has not been recorded, as of the balance sheet dates, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

September 30, 2024Less Than 12 Months12 Months and overTotal
NumberofSecuritiesFairValueGrossUnrealizedLossesNumberofSecuritiesFairValueGrossUnrealizedLossesNumberofSecuritiesFairValueGrossUnrealizedLosses
(Dollars in thousands)
U.S. Government- sponsored enterprises1$73$—25$24,834$(2,742)26$24,907$(2,742)
Agency mortgage-backed415,023(32)87139,456(25,978)91154,479(26,010)
State and political subdivisions12,941(59)5145,157(5,579)5248,098(5,638)
Corporate1499(1)31,455(45)41,954(46)
Total7$18,536$(92)166$210,902$(34,344)173$229,438$(34,436)
December 31, 2023Less Than 12 Months12 Months and overTotal
NumberofSecuritiesFairValueGrossUnrealizedLossesNumberofSecuritiesFairValueGrossUnrealizedLossesNumberofSecuritiesFairValueGrossUnrealizedLosses
(Dollars in thousands)
U.S. Government- sponsored enterprises2$2,891$(4)32$36,460$(4,798)34$39,351$(4,802)
Agency mortgage-backed———93147,260(30,272)93147,260(30,272)
State and political subdivisions1014,532(276)6540,720(5,934)7555,252(6,210)
Corporate———136,209(149)136,209(149)
Total12$17,423$(280)203$230,649$(41,153)215$248,072$(41,433)

AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. For AFS debt securities in an unrealized loss position, management first assesses whether it intends to sell, or it is more likely than not that the Company will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through earnings. For AFS debt securities that do not meet the above criteria, management evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security and the issuer, among other factors. If this assessment indicates that a credit loss exists, management compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an ACL is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. For AFS debt securities, any decline in fair value that has not been recorded through an ACL is recognized in other comprehensive income (loss), net of applicable taxes.

No ACL for AFS debt securities was recorded at September 30, 2024 or December 31, 2023. Accrued interest receivable on AFS debt securities totaled $836 thousand and $1.4 million at September 30, 2024 and December 31, 2023, respectively, and is excluded from the estimate of credit losses.

The Company completed a balance sheet repositioning related to its investment securities portfolio during the three months ended September 30, 2024. The sale of lower-yielding AFS debt securities with a book value of $38.5 million was executed and recorded in August of 2024. The proceeds from the sale of these securities were used to purchase $26.0 million of AFS debt securities at higher yields to improve income going forward, and the remainder was used to fund loan growth.

Union Bankshares, Inc. Page 10

The following table presents the proceeds resulting in gross realized gains and gross realized losses from the sale of AFS debt securities for the three and nine months ended September 30, 2024 and 2023:

For The Three Months Ended September 30,For the Nine Months Ended September 30,
2024202320242023
(Dollars in thousands)
Proceeds from sales$37,218$—$37,218$—
Gross gains218—218—
Gross losses(1,511)—(1,511)—
Net losses on sales of investment securities AFS$(1,293)$—$(1,293)$—

Note 6. Loans

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their unpaid principal balances, adjusted for any charge-offs, the ACL, and any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.

Loan interest income is accrued daily on outstanding balances. The following accounting policies, related to accrual and nonaccrual loans, apply to all portfolio segments and loan classes, which the Company considers to be the same. The accrual of interest is normally discontinued when a loan is specifically determined to be impaired and/or management believes, after considering collection efforts and other factors, that the borrower's financial condition is such that collection of interest is doubtful. In general, loans that are 90 days or more past due are placed in nonaccrual, unless there are circumstances that cause management to believe the collection of interest is not doubtful. Generally, any unpaid interest previously accrued on those loans is reversed against current period interest income. A loan may be restored to accrual status when its financial status has significantly improved and there is no principal or interest past due. A loan may also be restored to accrual status if the borrower makessix consecutive monthly payments or the lump sum equivalent. Income on nonaccrual loans is generally not recognized unless a loan is returned to accrual status or after all principal has been collected. Interest payments received on such loans are generally applied as a reduction of the loan principal balance. Delinquency status is determined based on contractual terms for all portfolio segments and loan classes. Loans past due 30 days or more are considered delinquent. Loans are considered in process of foreclosure when a judgment of foreclosure has been issued by the court.

Loan origination fees and direct loan origination costs are deferred and amortized as an adjustment of the related loan's yield using methods that approximate the interest method. The Company generally amortizes these amounts over the estimated average life of the related loans.

The Company evaluates the risk characteristics of its loans based on regulatory call report code with segmentation based on the underlying collateral or purpose for certain loan types.

Union Bankshares, Inc. Page 11

The composition of Net loans as of the balance sheet dates, by regulatory call report code segmentation based on underlying collateral or purpose for certain loan types, was as follows:

September 30,2024December 31,2023
Residential real estate · (Dollars in thousands)
Non-revolving residential real estate$426,797$397,409
Revolving residential real estate21,34718,902
Construction real estate
Commercial construction real estate59,13336,973
Residential construction real estate51,14151,662
Commercial real estate
Non-residential commercial real estate313,393298,148
Multi-family residential real estate102,253105,344
Commercial38,60340,448
Consumer2,1622,589
Municipal102,63276,795
Gross loans1,117,4611,028,270
ACL on loans(7,366)(6,566)
Net deferred loan costs2,0191,752
Net loans$1,112,114$1,023,456

Qualifying residential first mortgage loans and certain commercial real estate loans with an aggregate carrying value of $381.1 million and $343.7 million were pledged as collateral for borrowings from the FHLB under a blanket lien at September 30, 2024 and December 31, 2023, respectively.

Accrued interest receivable on loans totaled $4.1 million and $4.0 million at September 30, 2024 and December 31, 2023, respectively, and is excluded from the estimate of credit losses described in Note 7.

Note 7. Allowance for Credit Losses on Loans and Off-Balance Sheet Credit Exposures

The level of the ACL on loans represents management's estimate of expected credit losses over the expected life of the loans at the balance sheet date. For all loan segments, loan losses are charged against the ACL on loans when management believes the loan balance is uncollectible or in accordance with federal guidelines. Subsequent recoveries, if any, are credited to the ACL on loans.

The ACL on loans is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. The ACL on loans is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis, generally larger non-accruing commercial loans.

The Company uses the DCF method to estimate expected credit losses for all loan pools. For each of the loan segments, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, and loss rates. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical benchmark data.

The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime loss rates. This analysis also determines how expected loss rates will react to forecasted levels of the loss drivers. For all loan pools utilizing the DCF method, management utilizes and forecasts national unemployment as a loss driver.

For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over thefour-quarter forecast period.

The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level that represents the sum of expected losses to determine the estimated ACL on loans.

Union Bankshares, Inc. Page 12

The ACL on loans evaluation also considers various qualitative factors, including changes in policy and/or underwriting standards, actual or expected changes in economic trends and conditions, changes in the nature and volume of the portfolio, changes in credit and lending staff/administration, problem loan trends, credit risk concentrations, loan review results, changes in the value of underlying collateral for loans, and changes in the regulatory and business environment.

Certain loans are individually evaluated for estimated credit losses, including those greater than $500 thousand that are classified as substandard or doubtful and are on nonaccrual or that have other unique characteristics differing from the segment. Specific reserves are established when appropriate for such loans based on the present value of expected future cash flows of the loan or the estimated realizable value of the collateral, if any.

Risk characteristics relevant to each portfolio segment are as follows:

Residential real estate - Loans in this segment are collateralized by owner-occupied 1-4 family residential real estate, second and vacation homes, 1-4 family investment properties, home equity and second mortgage loans. Repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, could have an effect on the credit quality of this segment.

Construction real estate - Loans in this segment include residential and commercial construction properties, commercial real estate development loans (while in the construction phase of the projects), land and land development loans. Repayment is dependent on the credit quality of the individual borrower and/or the underlying cash flows generated by the properties being constructed. The overall health of the economy, including unemployment rates, housing prices, vacancy rates and material costs, could have an effect on the credit quality of this segment.

Commercial real estate - Loans in this segment are primarily properties occupied by businesses or income-producing properties. The underlying cash flows generated by the properties may be adversely impacted by a downturn in the economy as evidenced by a general slowdown in business or increased vacancy rates which, in turn, could have an effect on the credit quality of this segment. Management requests business financial statements at least annually and monitors the cash flows of these loans.

Commercial - Loans in this segment are made to businesses and are generally secured by non-real estate assets of the business. Repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer or business spending, could have an effect on the credit quality of this segment.

Consumer - Loans in this segment are made to individuals for personal expenditures, such as automobile purchases, and include unsecured loans. Repayment is primarily dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment, could have an effect on the credit quality of this segment.

Municipal - Loans in this segment are made to municipalities located within the Company's service area. Repayment is primarily dependent on taxes or other funds collected by the municipalities. Management considers there to be minimal risk surrounding the credit quality of this segment.

Union Bankshares, Inc. Page 13

Changes in the ACL on loans, by segment of loans, for the three and nine months ended September 30, 2024 and 2023 were as follows:

For The Three MonthsEnded September 30, 2024Balance,June 30, 2024Charge-OffsRecoveriesCredit Loss Expense (Benefit)Balance,September 30, 2024
(Dollars in thousands)
Non-revolving residential real estate$2,967$—$6$100$3,073
Revolving residential real estate273———273
Residential real estate3,240—61003,346
Commercial construction real estate544——140684
Residential construction real estate88——1199
Construction real estate632——151783
Non-residential commercial real estate2,469——1732,642
Multi-family residential real estate207——2209
Commercial real estate2,676——1752,851
Commercial312——(14)298
Consumer7(1)——6
Municipal26——5682
Total$6,893$(1)$6$468$7,366
For The Nine MonthsEnded September 30, 2024Balance,December 31, 2023Charge-OffsRecoveriesCredit Loss Expense (Benefit)Balance,September 30, 2024
(Dollars in thousands)
Non-revolving residential real estate$2,361$—$17$695$3,073
Revolving residential real estate159——114273
Residential real estate2,520—178093,346
Commercial construction real estate1,035——(351)684
Residential construction real estate163——(64)99
Construction real estate1,198——(415)783
Non-residential commercial real estate2,182——4602,642
Multi-family residential real estate244——(35)209
Commercial real estate2,426——4252,851
Commercial352—1(55)298
Consumer5(2)—36
Municipal65——1782
Total$6,566$(2)$18$784$7,366

Union Bankshares, Inc. Page 14

For The Three MonthsEnded September 30, 2023Balance,June 30, 2023Charge-OffsRecoveriesCredit Loss Expense (Benefit)Balance,September 30, 2023
(Dollars in thousands)
Non-revolving residential real estate$2,192$—$1$107$2,300
Revolving residential real estate144——6150
Residential real estate2,336—11132,450
Commercial construction real estate1,525——(60)1,465
Residential construction real estate149——10159
Construction real estate1,674——(50)1,624
Non-residential commercial real estate2,152——(3)2,149
Multi-family residential real estate232——7239
Commercial real estate2,384——42,388
Commercial354——3357
Consumer5(4)225
Municipal27——4471
Total$6,780$(4)$3$116$6,895
For The Nine MonthsEnded September 30, 2023Balance,December 31, 2022Impact of Adoption of ASU No. 2016-13Charge-OffsRecoveriesCredit Loss Expense (Benefit)Balance,September 30, 2023
(Dollars in thousands)
Non-revolving residential real estate$2,294$(270)$—$1$275$2,300
Revolving residential real estate12325——2150
Residential real estate2,417(245)—12772,450
Commercial construction real estate611982——(128)1,465
Residential construction real estate421(290)——28159
Construction real estate1,032692——(100)1,624
Non-residential commercial real estate2,931(757)——(25)2,149
Multi-family residential real estate1,004(780)——15239
Commercial real estate3,935(1,537)——(10)2,388
Commercial301191——(135)357
Consumer10(5)(8)355
Municipal95(42)——1871
Unallocated549(549)————
Total$8,339$(1,495)$(8)$4$55$6,895

Union Bankshares, Inc. Page 15

The Company's ACL on off-balance sheet credit exposures is recognized as a liability within Accrued interest and other liabilities on the consolidated balance sheets, with adjustments to the ACL recognized in Credit loss expense (benefit) in the consolidated statements of income. The Company's activity in the ACL on off-balance sheet credit exposures for the three and nine months ended September 30, 2024 and 2023 were as follows:

For The Three Months Ended September 30,For the Nine Months Ended September 30,
2024202320242023
ACL on Off-Balance Sheet Credit Exposures · (Dollars in thousands)
Balance at beginning of period$1,075$1,497$1,233$—
Impact of adoption of ASU No. 2016-13———1,458
Credit loss benefit(43)(255)(201)(216)
Balance at end of period$1,032$1,242$1,032$1,242

Risk and collateral ratings are assigned to loans and are subject to ongoing monitoring by lending and credit personnel, with such ratings updated annually or more frequently if warranted. The following is an overview of the Company's loan rating system:

1-3 Rating - Pass

Risk-rating grades "1" through "3" comprise those loans ranging from those with lower than average credit risk, defined as borrowers with high liquidity, excellent financial condition, strong management, favorable industry trends or loans secured by highly liquid assets, through those with marginal credit risk, defined as borrowers that, while creditworthy, exhibit some characteristics requiring special attention by the account officer.

4-4.5 Rating - Satisfactory/Monitor

Borrowers exhibit potential credit weaknesses or downward trends warranting management's attention. While potentially weak, these borrowers are currently marginally acceptable; no loss of principal or interest is envisioned. When warranted, these credits may be monitored on the watch list.

5-7 Rating - Substandard

Borrowers exhibit well defined weaknesses that jeopardize the orderly liquidation of debt. The loan may be inadequately protected by the net worth and paying capacity of the obligor and/or the underlying collateral is inadequate.

Union Bankshares, Inc. Page 16

The following tables summarize the Company's loans by year of origination and by loan ratings applied by management to the Company's loans by segment as of September 30, 2024 and December 31, 2023:

September 30, 202420242023202220212020PriorRevolvingTotal
Residential Real Estate · (Dollars in thousands)
Pass$55,063$74,148$102,488$79,063$27,940$54,612$—$393,314
Satisfactory/Monitor4,3584,87510,8485,0102,4985,639—33,228
Substandard————15897—255
Non-revolving residential real estate59,42179,023113,33684,07330,59660,348—426,797
Pass——————19,83919,839
Satisfactory/Monitor——————1,4831,483
Substandard——————2525
Revolving residential real estate——————21,34721,347
Construction Real Estate
Pass3,9372,8334,7971,537572867—14,543
Satisfactory/Monitor8,49519,8694,01012,0845379—44,590
Substandard————————
Commercial construction real estate12,43222,7028,80713,621625946—59,133
Pass23,53518,5474,038195———46,315
Satisfactory/Monitor8621,776780915493——4,826
Substandard————————
Residential construction real estate24,39720,3234,8181,110493——51,141
Commercial Real Estate
Pass3,0315,11240,90233,09617,43668,6344,809173,020
Satisfactory/Monitor29,17521,66125,26713,5645,36328,04715,208138,285
Substandard————1,657379522,088
Non-residential commercial real estate32,20626,77366,16946,66024,45697,06020,069313,393
Pass1,0682874,34810,2571,88342,199—60,042
Satisfactory/Monitor5662,49612,85310,3685,56810,100—41,951
Substandard—————260—260
Multi-family residential real estate1,6342,78317,20120,6257,45152,559—102,253
Pass1,8002,7504,7351,6204467,8034,23023,384
Satisfactory/Monitor8712,3431,1992,0322317,0721,24514,993
Substandard—————2224226
Commercial2,6715,0935,9343,65267714,8775,69938,603
Pass6889171356173200292,103
Satisfactory/Monitor59——————59
Substandard————————
Consumer7479171356173200292,162
Pass79,32111,4546,0556821,3983,722—102,632
Satisfactory/Monitor————————
Substandard————————
Municipal79,32111,4546,0556821,3983,722—102,632
Total Loans$212,829$169,068$222,455$170,484$65,769$229,712$47,144$1,117,461

Union Bankshares, Inc. Page 17

December 31, 202320232022202120202019PriorRevolvingTotal
Residential Real Estate · (Dollars in thousands)
Pass$84,211$112,215$83,137$29,704$8,991$53,021$—$371,279
Satisfactory/Monitor4,3627,0385,6712,2803865,873—25,610
Substandard———14—506—520
Non-revolving residential real estate88,573119,25388,80831,9989,37759,400—397,409
Pass——————17,13317,133
Satisfactory/Monitor——————1,7241,724
Substandard——————4545
Revolving residential real estate——————18,90218,902
Construction Real Estate
Pass3,7365,7672,736616437873—14,165
Satisfactory/Monitor10,3123,6738,352355—116—22,808
Substandard————————
Commercial construction real estate14,0489,44011,088971437989—36,973
Pass24,49617,904498——123—43,021
Satisfactory/Monitor3,9782,1145681,981———8,641
Substandard————————
Residential construction real estate28,47420,0181,0661,981—123—51,662
Commercial Real Estate
Pass5,97744,42834,56218,32723,65057,19716,629200,770
Satisfactory/Monitor17,90824,56313,8195,5526,17223,5213,48695,021
Substandard———1,773—516682,357
Non-residential commercial real estate23,88568,99148,38125,65229,82281,23420,183298,148
Pass2505,36410,2082,0618,22634,993—61,102
Satisfactory/Monitor84112,48511,8635,6649,9332,126—42,912
Substandard—————1,330—1,330
Multi-family residential real estate1,09117,84922,0717,72518,15938,449—105,344
Pass1,9586,3942,1256712,8497,7554,99226,744
Satisfactory/Monitor1,9141,2432,3504671326,71764813,471
Substandard—————4229233
Commercial3,8727,6374,4751,1382,98114,4765,86940,448
Pass1,56634213198229175282,569
Satisfactory/Monitor20——————20
Substandard————————
Consumer1,58634213198229175282,589
Pass66,3962,9429861,9311304,410—76,795
Satisfactory/Monitor————————
Substandard————————
Municipal66,3962,9429861,9311304,410—76,795
Total Loans$227,925$246,472$177,006$71,494$61,135$199,256$44,982$1,028,270

Gross charge-offs for the three months ended September 30, 2024 consisted ofone $1 thousand consumer loan that was originated in 2024. Gross charge-offs for the nine months ended September 30, 2024 consisted ofone $1 thousand consumer loan originated in 2021 andone $1 thousand consumer loan originated in 2024. Gross charge-offs for the three months ended September 30, 2023 consisted ofone $4 thousand consumer loan that was originated in 2022 and gross charge-offs for the nine months ended September 30, 2023, consisted oftwo consumer loans totaling $8 thousand that were originated in 2022.

Union Bankshares, Inc. Page 18

A summary of current and past due loans as of September 30, 2024 and December 31, 2023 follows:

September 30, 202430-59 Days60-89 Days90 Days and OverTotal Past DueCurrentTotal
(Dollars in thousands)
Residential real estate
Non-revolving residential real estate$—$386$255$641$426,156$426,797
Revolving residential real estate23——2321,32421,347
Construction real estate
Commercial construction real estate8——859,12559,133
Residential construction real estate————51,14151,141
Commercial real estate
Non-residential commercial real estate523150—673312,720313,393
Multi-family residential real estate————102,253102,253
Commercial142—1638,58738,603
Consumer10——102,1522,162
Municipal————102,632102,632
Total$578$538$255$1,371$1,116,090$1,117,461
December 31, 202330-59 Days60-89 Days90 Days and OverTotal Past DueCurrentTotal
(Dollars in thousands)
Residential real estate
Non-revolving residential real estate$2,015$312$162$2,489$394,920$397,409
Revolving residential real estate——171718,88518,902
Construction real estate
Commercial construction real estate17——1736,95636,973
Residential construction real estate————51,66251,662
Commercial real estate
Non-residential commercial real estate197——197297,951298,148
Multi-family residential real estate1,058——1,058104,286105,344
Commercial4——440,44440,448
Consumer14——142,5752,589
Municipal————76,79576,795
Total$3,305$312$179$3,796$1,024,474$1,028,270

A summary of nonaccrual loans as of September 30, 2024 and December 31, 2023 follows:

September 30, 2024NonaccrualNonaccrual With No Allowance for Credit Losses90 Days and Over and Accruing
Residential real estate · (Dollars in thousands)
Non-revolving residential real estate$—$—$255
Commercial real estate
Non-residential commercial real estate1,7091,709—
Total$1,709$1,709$255

Union Bankshares, Inc. Page 19

December 31, 2023NonaccrualNonaccrual With No Allowance for Credit Losses90 Days and Over and Accruing
Residential real estate · (Dollars in thousands)
Non-revolving residential real estate$—$—$162
Revolving residential real estate17——
Commercial real estate
Non-residential commercial real estate1,8411,841—
Total$1,858$1,841$162

There wasone non-revolving residential real estate loan totaling $60 thousand in process of foreclosure at September 30, 2024 andone revolving residential real estate loan totaling $17 thousand in process of foreclosure at December 31, 2023. Aggregate interest on nonaccrual loans not recognized was $212 thousand as of September 30, 2024 and $143 thousand as of December 31, 2023.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans that are individually evaluated and collateral dependent represent loans that the Company has determined foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the sale of the collateral. For these loans, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan at the measurement date.

The following table presents collateral dependent loans to borrowers experiencing financial difficulty by loan class and collateral type as of the balance sheet dates:

September 30, 2024December 31, 2023
Real EstateReal Estate
(Dollars in thousands)
Non-residential commercial real estate$1,709$1,841

Collateral dependent loans are loans for which the repayment is expected to be provided substantially by the underlying collateral and there are no other available and reliable sources of repayment.

Occasionally, the Company modifies loans to borrowers experiencing financial difficulty by providing interest rate reductions, term extensions, payment deferrals or principal forgiveness. When principal forgiveness is provided, the amount of forgiveness is charged off against the ACL on loans. There wereno new loan modifications to borrowers experiencing financial difficulty during the three months ended September 30, 2024 or 2023. The following tables summarize loan modifications to borrowers experiencing financial difficulty by loan class, type of modification and the financial effect of the modifications as of and for the nine months ended September 30, 2024 and 2023.

Payment Delay
Amortized Cost Basis% of Loan ClassFinancial Effect
(Dollars in thousands)
Non-revolving residential real estate$15—%Modification deferred 3 months of principal and interest payments.
Non-residential commercial real estate2600.08%Modification deferred 3 months of principal and interest payments.
Commercial460.12%Modification deferred 3 months of principal and interest payments.

Union Bankshares, Inc. Page 20

Interest Rate Reduction
Amortized Cost Basis% of Loan ClassFinancial Effect
(Dollars in thousands)
Non-residential commercial real estate$4040.14%Reduced weighted average contractual interest rate from 8.75% to 6.85%
Multi-family residential real estate4430.43%Reduced weighted average contractual interest rate from 9.25% to 7.75%
Payment Delay
Amortized Cost Basis% of Loan ClassFinancial Effect
(Dollars in thousands)
Non-residential commercial real estate$3,3831.16%Modification allowed for 7 months of interest only payments with remaining balances due at maturity.

The following table presents the performance of loans as of September 30, 2024 that have been modified in the last twelve months:

September 30, 2024CurrentPast Due30-89 DaysPast Due 90 Days and Over
(Dollars in thousands)
Non-revolving residential real estate$15$—$—
Non-residential commercial real estate260——
Commercial46——

There wereno loans to borrowers experiencing financial difficulty that were modified within the previous twelve months that had subsequently defaulted during the three and nine months ended September 30, 2024. Loans are considered defaulted at 90 days past due.

At September 30, 2024, the Company was not committed to lend any additional funds to borrowers experiencing financial difficulty for which the Company modified the terms of the loans in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension.

Note 8. Stock Based Compensation

Under the Union Bankshares, Inc. 2014 Equity Incentive Plan, as amended in May 2022, a total of 150,000 shares of the Company’s common stock have been reserved since inception of the Plan for equity awards of incentive stock options, nonqualified stock options, restricted stock and RSUs to eligible officers and (except for awards of incentive stock options) nonemployee directors. Shares available for issuance of awards under the 2014 Equity Plan consist of unissued shares of the Company’s common stock and/or shares held in treasury. As of September 30, 2024, there were outstanding grants of RSUs under the 2014 Equity Plan as noted in the table below.

On May 15, 2024, the Company’s shareholders approved the Union Bankshares, Inc. 2024 Equity Compensation Plan, which replaces and is substantially similar to, the Company’s 2014 Equity Plan. Subject to typical anti-dilution adjustments, up to 250,000 shares of the Company’s common stock have been reserved for issuance under the new plan to eligible executives and directors. No new grants will be made under the 2014 Equity Plan. As of September 30, 2024, no grants had yet been made under the new plan.

RSUs. Each outstanding RSU represents the right to receiveone share of the Company's common stock upon satisfaction of applicable vesting conditions. The general terms of the awards are described in the Company's 2023 Annual Report. Prior to vesting, the RSUs do not earn dividends or dividend equivalents, nor do they bear any voting rights.

Union Bankshares, Inc. Page 21

The following table summarizes the RSUs awarded to Company executives in 2022, 2023 and 2024, and the number of such RSUs remaining unvested as of September 30, 2024:

Number of RSUs Granted · Weighted Average Grant Date Fair Value · Number of Unvested RSUs
2022 Award15,70531.991,789
2023 Award19,28226.9010,652
2024 Award15,09530.6015,095
Total50,08227,536

Unrecognized compensation expense related to the unvested RSUs as of September 30, 2024 and 2023 was $423 thousand and $461 thousand, respectively, and $344 thousand as of December 31, 2023.

On May 15, 2024, the Company's board of directors, as a component of total director compensation, granted an aggregate of 3,736 RSUs to the Company's non-employee directors. Each RSU represents the right to receiveone share of the Company's common stock upon satisfaction of applicable vesting conditions. The RSUs will vest in May 2025, subject to continued board service through the vesting date, other than in the case of the director's death or disability. Prior to vesting, the RSUs do not earn dividends or dividend equivalents, nor do they bear any voting rights. Unrecognized director compensation expense related to the unvested RSUs as of September 30, 2024 was $64 thousand.

Note 9. Subordinated Notes

In August 2021, the Company completed the private placement of $16.5 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2031 (the "Notes") to certain qualified institutional buyers and accredited investors. The Notes initially bear interest, payable semi-annually, at the rate of 3.25% per annum, until September 1, 2026. From and including September 1, 2026, the interest rate applicable to the outstanding principal amount due will reset quarterly to the then current three-month secured overnight financing rate (SOFR) plus 263 basis points. At its option, the Company may redeem the Notes, in whole or in part, beginning with the interest payment date of September 1, 2026 but not generally prior thereto, and on any scheduled interest payment date thereafter. The Notes qualify as Tier 2 capital instruments for the Company under bank holding company regulatory capital guidelines.

The Company used the proceeds primarily to provide additional Tier 1 capital to the Company's wholly-owned subsidiary, Union Bank, to support its growth and for other general corporate purposes.

The unamortized issuance costs of the Notes were $236 thousand and $261 thousand at September 30, 2024 and December 31, 2023, respectively. The Company recorded $8 thousand and $25 thousand of issuance costs in interest expense for the three and nine months ended September 30, 2024 and 2023, respectively. The Notes are presented net of unamortized issuance costs in the consolidated balance sheets.

Note 10. Other Comprehensive Income (Loss)

Accounting principles generally require recognized revenue, expenses, gains and losses be included in net income or loss. Certain changes in assets and liabilities, such as the after tax effect of unrealized gains and losses on investment securities AFS that have not been recorded through an ACL are not reflected in the consolidated statements of income. The cumulative effect of such items, net of tax effect, is reported as a separate component of the equity section of the consolidated balance sheets (Accumulated OCI). OCI, along with net income, comprises the Company's total comprehensive income or loss.

As of the balance sheet dates, the components of Accumulated OCI, net of tax, were:

September 30, 2024December 31, 2023
(Dollars in thousands)
Net unrealized losses on investment securities AFS$(26,831)$(31,955)

Union Bankshares, Inc. Page 22

The following tables disclose the tax effects allocated to each component of OCI for the three and nine months ended September 30:

Three Months Ended
September 30, 2024 · September 30, 2023
Before-Tax AmountTax Expense/BenefitNet-of-Tax AmountBefore-Tax AmountTax BenefitNet-of-Tax Amount
Investment securities AFS: · (Dollars in thousands)
Net unrealized holding gains (losses) arising during the period on investment securities AFS$9,462$(2,079)$7,383$(13,686)$2,874$(10,812)
Reclassification adjustment for net losses on investment securities AFS realized in net income1,293(284)1,009———
Total other comprehensive income (loss)$10,755$(2,363)$8,392$(13,686)$2,874$(10,812)
Nine Months Ended
September 30, 2024 · September 30, 2023
Before-Tax AmountTax Expense/ BenefitNet-of-Tax AmountBefore-Tax AmountTax BenefitNet-of-Tax Amount
Investment securities AFS: · (Dollars in thousands)
Net unrealized holding gains (losses) arising during the period on investment securities AFS$5,273$(1,158)$4,115$(12,208)$2,564$(9,644)
Reclassification adjustment for net losses on investment securities AFS realized in net income1,293(284)1,009———
Total other comprehensive income (loss)$6,566$(1,442)$5,124$(12,208)$2,564$(9,644)

The following table discloses information concerning reclassification adjustments from OCI for the three and nine months ended September 30, 2024 and 2023.

Three Months Ended · Nine Months Ended
Reclassification Adjustment DescriptionSeptember 30, 2024September 30, 2023September 30, 2024September 30, 2023Affected Line Item inConsolidated Statements of Income
(Dollars in thousands)
Investment securities AFS:
Net losses on investment securities AFS$1,293$—$1,293$—Net losses on sales of investment securities AFS
Tax benefit(284)—(284)—Provision for income taxes
Total reclassifications$1,009$—$1,009$—Net income

Note 11. Fair Value Measurement

The Company utilizes FASB ASC Topic 820, Fair Value Measurement, as guidance for accounting for assets and liabilities carried at fair value. This standard defines fair value as the price that would be received, without adjustment for transaction costs, to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The guidance in FASB ASC Topic 820 establishes a three-level fair value hierarchy, which prioritizes the inputs used in measuring fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Union Bankshares, Inc. Page 23

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following is a description of the valuation methodologies used for the Company’s assets that are measured on a recurring basis at estimated fair value:

Investment securities AFS: Certain U.S. Treasury notes have been valued using unadjusted quoted prices from active markets and therefore have been classified as Level 1. However, the majority of the Company’s AFS securities have been valued utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows.

Mutual funds: Mutual funds have been valued using unadjusted quoted prices from active markets and therefore have been classified as Level 1.

Assets measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023, segregated by fair value hierarchy level, are summarized below:

Fair Value Measurements
FairValueQuoted Prices inActive Marketsfor IdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)
September 30, 2024: · (Dollars in thousands)
Debt securities AFS:
U.S. Government-sponsored enterprises$27,136$2,737$24,399$—
Agency mortgage-backed165,146—165,146—
State and political subdivisions50,199—50,199—
Corporate2,454—2,454—
Total debt securities$244,935$2,737$242,198$—
Other investments:
Mutual funds$1,723$1,723$—$—
December 31, 2023:
Debt securities AFS:
U.S. Government-sponsored enterprises$39,351$2,645$36,706$—
Agency mortgage-backed152,384—152,384—
State and political subdivisions66,439—66,439—
Corporate6,209—6,209—
Total debt securities$264,383$2,645$261,738$—
Other investments:
Mutual funds$1,500$1,500$—$—

There were no transfers in or out of Levels 1 and 2 during the three and nine months ended September 30, 2024 or the year ended December 31, 2023, nor were there any Level 3 assets at any time during these periods. Certain other assets and liabilities are measured at fair value on a nonrecurring basis, that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Assets and liabilities measured at fair value on a nonrecurring basis in periods after initial recognition, such as collateral dependent individually evaluated loans, MSRs and OREO, were not considered material at September 30, 2024 or December 31, 2023. The Company has not elected to apply the fair value method to any financial assets or liabilities other than those situations where other accounting pronouncements require fair value measurements.

FASB ASC Topic 825, Financial Instruments, requires disclosure of the estimated fair value of financial instruments. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for

Union Bankshares, Inc. Page 24 the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Management’s estimates and assumptions are inherently subjective and involve uncertainties and matters of significant judgment. Changes in assumptions could dramatically affect the estimated fair values.

Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Certain financial instruments and all nonfinancial instruments may be excluded from disclosure requirements. Thus, the aggregate fair value amounts presented may not necessarily represent the actual underlying fair value of such instruments of the Company.

As of the balance sheet dates, the estimated fair values and related carrying amounts of the Company's significant financial instruments were as follows:

September 30, 2024
Fair Value Measurements
CarryingAmountEstimated FairValueQuoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)
(Dollars in thousands)
Financial assets
Cash and cash equivalents$47,261$47,261$47,261$—$—
Interest bearing deposits in banks13,44513,445—13,445—
Investment securities246,658246,6584,460242,198—
Loans held for sale8,4498,539—8,539—
Loans, net
Residential real estate445,608415,114——415,114
Construction real estate109,690108,067——108,067
Commercial real estate413,546387,548——387,548
Commercial38,37535,496——35,496
Consumer2,1602,120——2,120
Municipal102,73599,042——99,042
Accrued interest receivable4,9204,920—8364,084
Nonmarketable equity securities10,481N/AN/AN/AN/A
Financial liabilities
Deposits
Noninterest bearing$233,770$233,770$233,770$—$—
Interest bearing643,593643,593643,593——
Time295,900294,881—294,881—
Borrowed funds
Short-term10,00010,003—10,003—
Long-term230,696234,091—234,091—
Subordinated notes16,26417,287—17,287—
Accrued interest payable2,4682,468—2,468—

Union Bankshares, Inc. Page 25

December 31, 2023
Fair Value Measurements
CarryingAmountEstimated FairValueQuoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)SignificantOtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)
(Dollars in thousands)
Financial assets
Cash and cash equivalents$77,666$77,666$77,666$—$—
Interest bearing deposits in banks14,69014,690—14,690—
Investment securities265,883265,8834,145261,738—
Loans held for sale3,0703,110—3,110—
Loans, net
Residential real estate414,500373,594——373,594
Construction real estate87,58885,678——85,678
Commercial real estate401,753373,279——373,279
Commercial40,16537,136——37,136
Consumer2,5892,536——2,536
Municipal76,86174,812——74,812
Accrued interest receivable5,4095,409—1,3954,014
Nonmarketable equity securities3,199N/AN/AN/AN/A
Financial liabilities
Deposits
Noninterest bearing$250,992$250,992$250,992$—$—
Interest bearing765,689765,689765,689——
Time288,922286,637—286,637—
Borrowed funds
Short-term10,0009,990—9,990—
Long-term55,69655,914—55,914—
Subordinated notes16,23915,302—15,302—
Accrued interest payable1,6661,666—1,666—

The carrying amounts in the preceding tables are included in the consolidated balance sheets under the applicable captions. Accrued interest receivable and nonmarketable equity securities are included in Other assets in the consolidated balance sheets.

Note 12. Subsequent Events

Subsequent events represent events or transactions occurring after the balance sheet date but before the financial statements are issued. Financial statements are considered “issued” when they are widely distributed to shareholders and others for general use and reliance in a form and format that complies with GAAP. Events occurring subsequent to September 30, 2024 have been evaluated as to their potential impact to the consolidated financial statements.

On October 16, 2024, the Company declared a regular quarterly cash dividend of $0.36 per share, payable November 7, 2024, to stockholders of record on October 26, 2024.

Union Bankshares, Inc. Page 26

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.