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FRANKLIN FINANCIAL SERVICES CORP /PA/

For the period ended Dec 31, 2025. Filed Mar 13, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 13, 2026

FRAF$70.18-0.1%Stored close · as of Nov 10, 2026

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Item 8. Financial Statements and Supplementary Data

Shareholders and the Board of Directors of Franklin Financial Services Corporation

Chambersburg, Pennsylvania

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Franklin Financial Services Corporation (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Companyas of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Allowance for Credit Losses – Application of Risk Assignments to Qualitative Factors

The allowance for credit losses (the “ACL”) as described in Notes 1 and 6 is an accounting estimate of expected credit losses over the life of loans. Estimates of expected credit losses are based on historical experience, adjusted for management's evaluation of current conditions and reasonable and supportable forecasts over the life of the loans.

The Company measures expected credit losses based on pooled loans when similar risk characteristics exist. The ACL for pooled loans is the sum of quantitative and qualitative loss estimates. The quantitative portion is based on historical loss rates. A historical loss rate is calculated for each pool of loans. Adjustments to the quantitative portion are made for differences in: lending policy, procedures and practice; economic conditions; nature and volume of loans; experience of lending team; volume of past due loans; quality of the loan review system; concentrations of credit; and other external factors. These adjustments are formulated through a qualitative factor framework that comprises the eight aforementioned factors and assigns a risk level to each factor. The risk factors are weighted to reflect management's estimate of how the factor affects expected losses. The risk levels within each factor are measured in basis points and range from minimal risk to very high risk. Management assigns risk levels to each factor based on their evaluation of each the eight risk factors.

Auditing the qualitative factors within the ACL was identified by us as a critical audit matter because of the significant auditor judgment applied and significant audit effort needed to evaluate the subjective and complex judgments made by management related to the determination of the qualitative factors used in the

calculation.

The primary procedures we performed to address this critical audit matter included:

Testing the effectiveness of internal controls over management’s allowance for credit losses qualitative factors calculation including controls over:

o The reasonableness of judgments used in the development of the qualitative factor framework.

o Management’s review of the accuracy of the calculation of the qualitative factors.

o The relevance and reliability of the data used in the determination of the qualitative factors.

Substantively testing management’s process related to the determination of qualitative factors, which included evaluating:

o The appropriateness of significant judgments applied in the qualitative framework, including the qualitative factors chosen, associated weightings, and allocation range within the framework.

o The application of risk assignments for the individual qualitative factors, including the appropriateness of management’s basis for risk level assignments.

o The relevance and reliability of data used in determining the risk level assignments.

/s/Crowe LLP

We have served as the Company's auditor since 2019.

Washington, D.C.

March 13, 2026

(Dollars in thousands, except share and per share data)December 31,
20252024
Assets
Cash and due from banks$22,446$19,848
Short-term interest-earning deposits in other banks105,275183,765
Total cash and cash equivalents127,721203,613
Long-term interest-earning deposits in other banks9991,499
Debt securities available for sale, at fair value454,586508,604
Equity securities—166
Restricted stock8,8978,775
Loans held for sale18,9292,470
Loans1,561,2381,398,077
Allowance for credit losses(20,655)(17,653)
Net Loans1,540,5831,380,424
Premises and equipment, net27,13829,039
Right of use asset3,6574,106
Bank owned life insurance23,20722,735
Goodwill9,0169,016
Deferred tax asset, net7,88110,831
Other assets16,40416,563
Total assets$2,239,018$2,197,841
Liabilities
Deposits
Noninterest-bearing checking$310,251$290,346
Money management, savings and interest checking1,301,1981,209,396
Time224,323315,905
Total deposits1,835,7721,815,647
Federal Home Loan Bank advances200,000200,000
Subordinate notes10,84519,699
Lease liability3,8404,263
Other liabilities13,31913,516
Total liabilities2,063,7762,053,125
Commitments and contingent liabilities
Shareholders' equity
Common stock, $1 par value per share,15,000,000 shares authorized with
4,710,972 shares issued and 4,481,149 shares outstanding at December 31, 2025 and
4,710,972 shares issued and 4,427,362 shares outstanding at December 31, 20244,7114,711
Capital stock without par value, 5,000,000 shares authorized with no
shares issued and outstanding——
Additional paid-in capital43,93243,791
Retained earnings154,844139,463
Accumulated other comprehensive (loss) income(21,589)(35,508)
Treasury stock, 229,823 shares at December 31, 2025 and 283,610 shares at
December 31, 2024, at cost(6,656)(7,741)
Total shareholders' equity175,242144,716
Total liabilities and shareholders' equity$2,239,018$2,197,841
(Dollars in thousands, except per share data)Years ended December 31,
20252024
Interest income
Loans, including fees$87,226$73,996
Interest and dividends on investments:
Taxable interest17,64816,433
Tax exempt interest1,0751,093
Dividend income781692
Interest-earning deposits in other banks7,6419,237
Total interest income114,371101,451
Interest expense
Deposits34,69430,906
Federal Reserve Bank borrowings—1,962
FHLB advances8,75010,019
Subordinate notes1,2811,050
Total interest expense44,72543,937
Net interest income69,64657,514
Provision for credit losses - loans3,0301,975
(Reversal of) provision for credit losses - unfunded commitments(131)8
Total provision for credit losses2,8991,983
Net interest income after provision for credit loss expense66,74755,531
Noninterest income
Wealth management fees9,1698,538
Loan service charges984987
Gain on sale of loans672565
Deposit service charges and fees2,5352,448
Other service charges and fees2,0232,040
Debit card income2,3702,279
Increase in cash surrender value of life insurance469457
Net losses on sales of debt securities—(4,267)
Change in fair value of equity securities(7)209
Other961423
Total noninterest income19,17613,679
Noninterest Expense
Salaries25,63424,312
Employee benefits9,6958,440
Net occupancy4,7824,583
Marketing and advertising1,7261,891
Legal and professional2,5242,133
Data processing6,1175,804
Pennsylvania bank shares tax570483
FDIC Insurance1,9801,710
ATM/debit card processing1,3871,300
Telecommunications472435
Nonservice pension64(51)
Other4,7054,855
Total noninterest expense59,65655,895
Income before income taxes26,26713,315
Income tax expense5,0412,216
Net income$21,226$11,099
Per share
Basic earnings per share$4.76$2.52
Diluted earnings per share$4.74$2.51
Years ended December 31,
(Dollars in thousands)20252024
Net Income$21,226$11,099
Debt Securities
Unrealized (losses) gains arising during the period18,631(300)
Reclassification adjustment for losses included in net income (1)—4,267
Reclassification adjustment for (losses) gains realized in income on fair value hedge (2)(2,199)2,300
Net unrealized gains (losses)16,4326,267
Tax effect(3,450)(1,316)
Net of tax amount12,9824,951
Pension
Unrealized gains arising during the period1,277565
Reclassification for net actuarial losses included in net income (3)(91)44
Net unrealized gains1,186609
Tax effect(249)(128)
Net of tax amount937481
Total other comprehensive gain (loss)13,9195,432
Total Comprehensive Income (Loss)$35,145$16,531
(1) Reclassified to net losses on sales of debt securities
(2) Reclassified to interest income
(3) Reclassified to other expense

Consolidated Statements of Changes in Shareholders' Equity

For years ended December 31, 2025 and 2024:

Accumulated
Additional · Other
Number · Common · Paid-in · Retained · Comprehensive · Treasury
(Dollars in thousands, except per share data)of SharesStockCapitalEarningsIncome/(Loss)StockTotal
Balance at January 1, 20244,371,231$4,711$43,646$133,993$(40,940)$(9,274)$132,136
Net income——11,099——11,099
Other comprehensive income———5,432—5,432
Cash dividends declared, $1.28 per share——(5,629)——(5,629)
Acquisition of treasury stock(30,292)———(827)(827)
Treasury shares issued under dividend reinvestment plan62,247—49——1,7001,749
Stock Compensation Plans:
Treasury shares issued24,176—(538)——660122
Compensation expense—634———634
Balance at December 31, 20244,427,362$4,711$43,791$139,463$(35,508)$(7,741)$144,716
Net income——21,226——21,226
Other comprehensive income———13,919—13,919
Cash dividends declared, $1.31 per share——(5,845)——(5,845)
Acquisition of treasury stock(45,532)—564——(1,668)(1,104)
Treasury shares issued under dividend reinvestment plan29,687—400——8251,225
Stock Compensation Plans:
Treasury shares issued69,632—(1,642)——1,928286
Compensation expense—819———819
Balance at December 31, 20254,481,149$4,711$43,932$154,844$(21,589)$(6,656)$175,242
December 31,
(Dollars in thousands)20252024
Cash flows from operating activities
Net income$21,226$11,099
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization2,1462,090
Net amortization of loans and investment securities2802,968
Amortization of subordinate debt issuance costs14638
Provision for credit losses2,8991,983
Change in fair value of equity securities7(209)
Realized losses on sales of debt securities—4,267
Loans originated for sale(44,469)(43,086)
Proceeds from sale of loans44,45941,394
Gain on sale of loans held for sale(672)(565)
Increase in cash surrender value of life insurance(469)(457)
Gains from claims on life insurance policies—(78)
Stock option compensation819634
Pension plan contribution(1,000)—
Increase in other assets1,1971,077
(Decrease) increase in other liabilities(376)1,073
Deferred tax benefit(751)(473)
Net cash provided by operating activities25,44221,755
Cash flows from investing activities
Net decrease in long-term interest-earning deposits in other banks5004,730
Proceeds from sales and calls of investment securities available for sale—42,413
Proceeds from maturities and pay-downs of securities available for sale72,48954,820
Purchase of investment securities available for sale—(136,268)
Net increase in restricted stock(122)(6,400)
Net increase in loans(179,183)(141,652)
Proceeds from surrender of life insurance policies—558
Proceeds from sale of equity securities161—
Capital expenditures(866)(2,567)
Net cash used in investing activities(107,021)(184,366)
Cash flows from financing activities
Net increase in demand deposits, interest-bearing checking, and savings accounts111,70794,210
Net (decrease) increase in time deposits(91,582)183,459
Increase in long-term borrowings (FHLB)—200,000
(Decrease) in long-term borrowings (FHLB & FRB)—(130,000)
Redemption of subordinate notes(9,000)—
Dividends paid(5,845)(5,629)
Purchase of Treasury shares(1,104)(827)
Cash received from option exercises286122
Treasury shares issued under dividend reinvestment plan1,2251,749
Net cash provided by financing activities5,687343,084
(Decrease) increase in cash and cash equivalents(75,892)180,473
Cash and cash equivalents as of January 1203,61323,140
Cash and cash equivalents as of December 31$127,721$203,613
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Interest on deposits and other borrowed funds$45,562$43,105
Noncash Activities:
Loans transferred to held for sale$15,777$—
Lease liabilities arising from obtaining right-of-use assets14720
The accompanying notes are an integral part of these unaudited financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

The accounting policies of Franklin Financial Services Corporation and its subsidiaries conform to U.S. generally accepted accounting principles and to general industry practices. A summary of the more significant accounting policies, which have been consistently applied in the preparation of the accompanying consolidated financial statements, follows:

Principles of Consolidation – The consolidated financial statements include the accounts of Franklin Financial Services Corporation (the Corporation) and its wholly-owned subsidiaries; Farmers and Merchants Trust Company of Chambersburg and Franklin Future Fund Inc. Farmers and Merchants Trust Company of Chambersburg is a commercial bank (the Bank) that hasone wholly-owned subsidiary, Franklin Financial Properties Corp., which holds real estate assets that are leased by the Bank. Franklin Future Fund Inc. is a non-bank investment company that makes venture capital investments within the Corporation’s primary market area. The activities of non-bank entities are not significant to the consolidated totals. All significant intercompany transactions have been eliminated in consolidation.

Nature of Operations – The Corporation conducts substantially all of its business through its subsidiary bank, Farmers and Merchants Trust Company of Chambersburg, which serves its customer base through twenty-two community-banking offices located in Franklin, Cumberland, Fulton and Huntingdon Counties, Pennsylvania; and Washington County, Maryland. These counties are considered to be the Corporation’s primary market area, but it may do business in the greater South-Central Pennsylvania and Northern Maryland market. The Bank is a community-oriented commercial bank that emphasizes customer service and convenience. As part of its strategy, the Bank has sought to develop a variety of products and services that meet the needs of both its retail and commercial customers. The Corporation and the Bank are subject to the regulations of various federal and state agencies and undergo periodic examinations by these regulatory authorities.

Use of Estimates in the Preparation of Financial Statements – The preparation of financial statements in conformity with generally accepted accounting principles requires Management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses.

Significant Group Concentrations of Credit Risk –Most of the Corporation’s activities are with customers located within its primary market area. Note 4 of the consolidated financial statements shows the types of securities in which the Corporation invests. Note 5 of the consolidated financial statements shows the types of lending in which the Corporation engages. The Corporation does not have any significant concentrations in any one industry or customer.

Statement of Cash Flows – For purposes of reporting cash flows, cash and cash equivalents include Cash and due from banks, interest-bearing deposits in other banks and cash items with original maturities less than 90 days.

Investment Securities –Management classifies its debt securities at the time of purchase as available for sale or held to maturity. At December 31, 2025 and 2024, all debt securities were classified as available for sale, meaning that the Corporation intends to hold them for an indefinite period of time, but not necessarily to maturity. Available-for-sale debt securities are stated at estimated fair value, adjusted for amortization of premiums and accretion of discounts which are recognized as adjustments of interest income through call date or maturity. The related unrealized gains and losses are reported as other comprehensive income or loss, net of tax, until realized. Realized securities gains and losses are computed using the specific identification method. Gains or losses on the disposition of debt investment securities are recorded on the trade date, based on the net proceeds and the adjusted carrying amount of the specific security sold. Equity investments are carried at fair value with changes in fair value recognized in net income.

Restricted Stock – Restricted stock, which is carried at cost, consists of stock of the Federal Home Loan Bank of Pittsburgh (FHLB) and Atlantic Central Bankers Bank (ACBB). The Bank held $8.9 million of restricted stock at the end of 2025. With the exception of $30 thousand, this investment represents stock in the FHLB that the Bank is required to hold in order to be a member of FHLB and is carried at a cost of $100 per share. FHLB stock is divided into two classes: membership stock and activity stock, which is based on outstanding loan balances. Federal law requires a member institution of the FHLB to hold FHLB stock according to a predetermined formula. Management evaluates the restricted stock for impairment in accordance with ASC Topic 320. Management’s determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of their cost is influenced by criteria such as (1) the significance of the decline in net assets of the banks as compared to the capital stock amount for the banks and the length of time this situation has persisted, (2) commitments by the banks to make payments required by law or regulation and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the banks. As a government sponsored entity, FHLB has the ability to raise funding through the U.S. Treasury that can be used to support its operations. There is not a public market for FHLB or ACBB stock and the benefits of membership (e.g., liquidity and low-cost funding) add value to the stock beyond purely financial measures. Management intends to remain a member of the FHLB and believes that it will be able to fully recover the cost basis of this investment. Management believes no impairment charge is necessary related to the FHLB or ACBB restricted stock as of December 31, 2025.

Financial Derivatives - FASB ASC 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

As required by ASC 815, the Corporation records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Corporation has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in current earnings as fair values change. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Corporation may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply, or the Corporation elects not to apply hedge accounting.

In accordance with the FASB’s fair value measurement guidance (in ASU 2011-04), the Corporation may make an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. At December 31, 2025, there wereno derivatives subject to a netting agreement.

Loans – Loans, that Management has the intent and ability to hold for the foreseeable future or until maturity or payoff, are stated at the outstanding unpaid principal balances, net of any deferred fees. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the yield (interest income) of the related loans using the interest method. The Corporation is amortizing these amounts over the contractual life of the loan.

The accrual of interest is generally discontinued when the contractual payment of principal or interest has become 90 days past due or Management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in a prior year is charged against the allowance for credit losses. Payments received on nonaccrual loans are applied initially against principal, then interest income, late charges and any other expenses and fees. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt. Consumer loans are typically charged off no later than 180 days past due. Past due status is based on contractual terms of the loans.

Loans Held for Sale –Mortgage loans originated and intended for sale in the secondary market at the time of origination are carried at thelower of cost or estimated fair value (determined on an aggregate basis). All sales are made without recourse. Loans held for sale at December 31, 2025 represent $3.1 million of loans originated through third-party brokerage agreements for a pre-determined price and present no price risk to the Bank. In addition, the Bank has $15.8 million of loans initially originated to be held-for-investment but are now under an agreement of sale at a predetermined price.

Allowance for Credit Losses (ACL)

On January 1, 2023, the Corporation adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit commitments not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases.

The Corporation has determined this accounting policy to be critical to the results of operations. A summary of the adoption of the new ASU follows:

ACL - Investment Securities

Management classifies its debt securities at the time of purchase as available for sale (AFS) or held to maturity (HTM). At December 31, 2025 and 2024, all debt securities were classified as AFS, meaning that the Corporation intends to hold them for an indefinite period of time, but not necessarily to maturity. Available for sale debt securities are stated at estimated fair value, adjusted for amortization of premiums and accretion of discounts which are recognized as adjustments of interest income through call date or maturity. The related unrealized gains and losses are reported as other comprehensive income or loss, net of tax, until realized.

With the adoption of CECL on January 1, 2023, the previous concept of other-than-temporary impairment for AFS securities has been eliminated. Under CECL, credit losses on AFS debt securities are recognized in the ACL for investments, through the provision for credit losses, rather than through a direct write-down of the security. In evaluating AFS securities for credit losses, Management considers factors such as delinquency, guarantees, invest grade rating, and specific conditions related to a specific security or industry. If an impaired debt security is sold, any previous ACL on that security is charged-off and any incremental loss will be recognized through earnings. Any improvement in expected credit losses will be recognized by reducing the ACL.

For HTM securities an estimate of current expected credit loss must be established at the time of purchase with changes in estimated credit loss recognized in the ACL through the provision for credit losses.

ACL – Loans

The ACL for loans is established through provisions for credit losses charged against income. Loans deemed to be uncollectible are charged against the ACL, and subsequent recoveries, if any, are credited to the ACL.

The ACL for loans is an estimate of the losses expected to be realized over the life of the loan portfolio. The ACL is determined for two distinct categories of loans: 1) loans evaluated individually for expected credit losses (specific reserve), and 2) loans evaluated collectively for expected credit losses (pooled reserve). Management’s periodic evaluation of the adequacy of the ACL for loans is based on the Bank’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions, diversification of the loan portfolio, delinquency statistics, results of internal loan reviews, borrowers’ actual or perceived financial and managerial strengths, and other relevant factors. This evaluation is inherently subjective, as it requires material assumptions and estimates that may be susceptible to significant change, including the amounts and timing of future cash flows expected to be received on impaired loans.

Loans evaluated individually for credit losses are primarily commercial purpose loans that do not share similar characteristics with those loans evaluated in the pool. These loans may exhibit performance characteristics where it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. All commercial purpose loans greater than $250 thousand and rated Substandard (7), Doubtful (8) or on nonaccrual status may be considered for individual evaluation. Impairment is measured on a loan-by-loan basis by one of the following methods: the fair value of the collateral if the loan is collateral dependent, the present value of expected future cash flows discounted at the loan’s effective interest rate or the loan’s obtainable market price. Commercial purpose loans with a balance less than $250 thousand, and consumer purpose loans are not evaluated individually for a specific reserve but are included in the pooled reserve calculation. Loans that are evaluated for a specific reserve, but not needing a specific reserve are not included in the pooled reserve calculation.

The Corporation has elected to exclude accrued interest receivable from the measurement of the ACL. When a loan is placed on nonaccrual status, any outstanding current accrued interest is reversed against income and prior year accrued interest is deducted from the ACL.

The pooled reserve represents the ACL for pools of homogenous loans, not evaluated individually. The pooled reserve is calculated using a quantitative and qualitative component for the loan pools.

The following inputs are used to calculate the quantitative component for the pool:

Segregating loans into homogeneous pools by the FRB Call Code which is primarily a collateral-based and secondarily a purpose-based segmentation.

The average remaining life of each pool is calculated using the weighted average remaining maturity method (WARM). The WARM method produces an estimated remaining balance by pool, by year, until maturity.

A historical credit loss rate is calculated for each pool, using the average historical loss, by FRB Call Code, for a peer group of Pennsylvania community banks over the last eight quarters. The loss rate is calculated over a historical period the Bank believes best represents a period, based on a reasonable and supportable forecast, that will be similar to the next four quarters.

The historical credit loss rate is applied to each WARM bucket though the initial four quarter forward-looking period.

At the end of the forward-looking period, the credit loss rate applied to each WARM bucket reverts to the historical loss rate for the respective pool.

Collectively these estimated losses represent the quantitative component of the pooled reserve.

The qualitative component for the pool utilizes a risk matrix comprised of eight risk factors and assigns a risk level to each factor. The risk factors consider changes in: lending policy, procedures and practice; economic conditions; nature and volume of loans;

experience of lending team; volume of past due loans; quality of the loan review system; concentrations of credit; and other external factors. The risk factors are weighted to reflect Management’s estimate of how the factor affects potential losses. The risk levels within each factor are measured in basis points and range from minimal risk to very high risk and are determined independently for commercial loans, residential mortgage loans and consumer loans.

The ACL for pooled loans is the sum of the quantitative and qualitative loss estimates.

ACL –Unfunded Commitments

The ACL for unfunded commitments is recorded in other liabilities on the consolidated balance sheet. The ACL represents management’s estimate of expected losses from unfunded commitments and is determined by estimating future usage of the commitments, based on historical usage. The estimated loss is calculated in a manner similar to that used for the ACL for loans, previously described. The ACL is increased or decreased through the provision for credit losses.

Premises and Equipment – Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets or the lease term for lease hold improvements, whichever is shorter. When assets are retired or sold, the asset cost and related accumulated depreciation are eliminated from the respective accounts, and any resultant gain or loss is included in net income. Premises no longer in use and held for sale are included in other assets on the consolidated balance sheets at the lower of carrying value or fair value and no depreciation is charged on them. At December 31, 2025 premises held for sale totaled $797 thousand and $0 at December 31, 2024.

The cost of maintenance and repairs is charged to operating expense as incurred, and the cost of major additions and improvements is capitalized.

Bank Owned Life Insurance –The Bank invests in bank owned life insurance (BOLI) as a source of funding for employee benefit expenses. The Bank purchases life insurance coverage on the lives of a select group of employees. The Bank is the owner and beneficiary of the policies and records the investment at the cash surrender value of the underlying policies. Income from the increase in cash surrender value of the policies is included in noninterest income.

Other Real Estate Owned (OREO) –Foreclosed real estate (OREO) is comprised of property acquired through a foreclosure proceeding or an acceptance of a deed in lieu of foreclosure. Balances are initially reflected at the estimated fair value less any estimated disposition costs, with subsequent adjustments made to reflect further declines in value. Any losses realized upon disposition of the property, and holding costs prior thereto, are charged against income. All properties are actively marketed to potential buyers.

Transfers of Financial Assets –Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Corporation, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Corporation does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Solar Tax Credits – The Corporation has invested in various solar tax credit limited partnerships or LLCs. These partnerships develop, build and operate solar renewable energy partnerships. The Corporation acts as a limited partner in these investments and does not exercise control over the financial or operating policies of the partnerships and, as such, is not considered the primary beneficiary of the partnership.

The Corporation accounts for these investments using the deferral method. Under this method, the investment tax credit received is initially recorded as a deferred tax liability and recognized as a reduction of income tax expense over the estimated useful life of the underlying solar energy assets, typically consistent with the period over which the related depreciation is recognized. The Corporation classifies the tax credits earned and the related amortization of the deferred investment tax credit as components of income tax expense in the Consolidated Statements of Income.

Federal Income Taxes – Deferred income taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance, when in the opinion of Management, it is more likely than not that some portion or all deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted through the provision for income taxes for the effects of changes in tax laws and rates on the date of enactment. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more-likely-than-not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. ASC Topic 740, “Income Taxes” also provides guidance on the accounting for and disclosure of unrecognized tax benefits, interest and penalties.

Advertising Expenses – Advertising costs are expensed as incurred.

Treasury Stock –The acquisition of treasury stock is recorded under the cost method. The subsequent disposition or sale of the treasury stock is recorded using the average cost method.

Wealth Management –Assets held in a fiduciary capacity are not assets of the Corporation and therefore are not included in the consolidated financial statements. The fair value of assets under management (including assets held at third party brokers) was $1.4 billion at December 31, 2025 and $1.3 billion at December 31, 2024.

Off-Balance Sheet Financial Instruments – In the ordinary course of business, the Bank has entered into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded on the balance sheet when they are funded. The amount of any liability for the credit risk associated with off-balance sheet financial instruments is recorded in other liabilities and was $1.9 million at December 31, 2025 and $2.0 million at December 31, 2024.

Stock-Based Compensation –The Corporation accounts for stock-based compensation in accordance with the ASC Topic 718, “Stock Compensation.” ASC Topic 718 requires compensation costs related to share-based payment transactions to be recognized in the financial statements (with limited exceptions). The amount of compensation cost is measured based on the grant-date fair value of the equity or liability instruments issued and forfeitures are accounted for as they occur. Compensation cost is recognized over the period that an employee provides services in exchange for the award. The Corporation allows the employee to use shares to satisfy employer income tax withholding obligations.

Pension –The provision for pension expense was actuarially determined using the projected unit credit actuarial cost method. The funding policy is to contribute an amount sufficient to meet the requirements of ERISA, subject to Internal Revenue Code contribution limitations.

In accordance with ASC Topic 715, “Compensation – Retirement Benefits”, the Corporation recognizes the plan’s over-funded or under-funded status as an asset or liability with an offsetting adjustment to Accumulated Other Comprehensive Income (AOCI). ASC Topic 715 requires the determination of the fair value of a plan’s assets at the company’s year-end and the recognition of actuarial gains and losses, prior service costs or credits, transition assets or obligations as a component of AOCI. These amounts will be subsequently recognized as components of net periodic benefit costs. Further, actuarial gains and losses that arise in subsequent periods that are not initially recognized as a component of net periodic benefit costs will be recognized as a component of AOCI. Those amounts will subsequently be recorded as a component of net periodic benefit costs as they are amortized during future periods.

Earnings per share – Earnings per share are computed based on the weighted average number of shares outstanding during each year. The Corporation’s basic earnings per share are calculated as net income divided by the weighted average number of shares outstanding. For diluted earnings per share, net income is divided by the weighted average number of shares outstanding plus the incremental number of shares added as a result of converting common stock equivalents, calculated using the treasury stock method. The Corporation’s common stock equivalents consist of stock options and restricted stock awards.

A reconciliation of the weighted average shares outstanding used to calculate basic earnings per share and diluted earnings per share follows:

(Dollars and shares in thousands, except per share data)20252024
Weighted average shares outstanding (basic)4,4634,403
Impact of common stock equivalents1311
Weighted average shares outstanding (diluted)4,4764,414
Anti-dilutive options excluded from calculation——
Net income$21,226$11,099
Basic earnings per share$4.76$2.52
Diluted earnings per share$4.74$2.51

Segment Reporting – The Bank acts as an independent community financial services provider and offers traditional banking and related financial services to individual, business and government customers. Through its community offices and electronic banking applications, the Bank offers a full array of commercial and retail financial services, including the taking of time, savings and demand deposits; the making of commercial, consumer and mortgage loans; and providing safe deposit services. The Bank also performs personal, corporate, pension and fiduciary services through its Wealth Management department. Prior to 2024, the Corporation had one reportable segment, Community Banking, that reflected the consolidated results of the Corporation.

Beginning in 2024, Management determined that its Wealth Management function qualified as a reportable segment, in addition to Community Banking, because of the amount of fee income it generates, its discrete financial information, and its management and review by its chief operating decision maker. Note 25 of the accompanying financial statements provides additional information on the reportable segments.

Comprehensive Income – Comprehensive income is reflected in the Consolidated Statements of Comprehensive Income and includes net income and unrealized gains or losses, net of tax, on investment securities, derivatives, reclassifications and the change in plan assets and benefit obligations on the Bank’s pension plan, net of tax.

Reclassification –Certain prior period amounts may have been reclassified to conform to the current year’s presentation. Such reclassifications did not affect reported net income.

‎

Recent Accounting Pronouncements:

Recently adopted accounting standards
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
DescriptionThis ASU is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.
Effective DateFiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024
Effect on the Consolidated Financial StatementsThe Corporation adopted the ASU as of December 31, 2024 and it did not have an effect on its consolidated financial statements.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
DescriptionThis ASU is intended to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation table and income taxes paid to be disaggregated by jurisdiction. It also includes certain amendments to improve the effectiveness of income tax disclosures.
Effective DateEffective for annual periods beginning after December 15, 2024.
Effect on the Consolidated Financial StatementsThe Corporation adopted the ASU retrospectively in the current period. The adoption of this standard resulted in additional disclosures in the Corporation's Consolidated Financial Statements, but it did not materially impact the Corporation's results of operations.
Recently issued but not yet effective accounting standards
ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative
DescriptionThis ASU incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirement, and align the requirements in the Codification with the SEC's regulations.
Effective DateThe effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.
Effect on the Consolidated Financial StatementsThe ASU is not expected to have an impact on the Corporation's financial statements.
ASU 2024-03, Income Statement Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expense
DescriptionThis ASU will change the disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses (for example, employee compensation, depreciation, and amortization) in expense captions.
Effective DateFiscal years beginning after December 31, 2026 and interim periods within fiscal years beginning after December 31, 2027. Early adoption is permitted.
Effect on the Consolidated Financial StatementsThe ASU is not expected to have an impact on the Corporation's financial statements.
ASU 2025-08, Financial Instruments - Credit Losses (Topic 326) Purchased Loans
DescriptionThis ASU amends the guidance on the accounting for certain purchased loans. The new guidance makes significant changes to the accounting for certain acquired seasoned loans subject to the current expected credit loss model.
Effective DateEffective beginning January 1, 2027. Early adoption is permitted.
Effect on the Consolidated Financial StatementsThe ASU is not expected to have a significant impact on the Corporation's financial statements.

Note 2. Regulatory Matters

The Bank is limited as to the amount it may lend to the Corporation, unless such loans are collateralized by specific obligations. State regulations also limit the amount of dividends the Bank can pay to the Corporation and are generally limited to the Bank’s accumulated net earnings, which were $177.9 million at December 31, 2025. In addition, dividends paid by the Bank to the Corporation would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgements by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). Although not adopted in regulation form, the Pennsylvania Department of Banking utilizes capital standards requiring a minimum leverage capital ratio of 6% and a total risk-based capital ratio of 10%, defined substantially the same as those by the FDIC. Management believes, as of December 31, 2025, that the Bank met all capital adequacy requirements to which it is subject.

The Corporation and the Bank are subject to the capital requirements contained in the regulation generally referred to as Basel III. The Basel III standards were effective for the Corporation and the Bank, effective January 1, 2015. Basel III imposes significantly higher capital requirements and more restrictive leverage and liquidity ratios than those previously in place. The capital ratios to be considered “well capitalized” under Basel III are: (1) Common Equity Tier 1(CET1) of 6.5%, (2) Tier 1 Leverage of 5%, (3) Tier 1 Risk-Based Capital of 8%, and (4) Total Risk-Based Capital of 10%. The CET1 ratio is a new capital ratio under Basel III and the Tier 1 risk-based capital ratio of 8% has been increased from 6%. The rules also included changes in the risk weights of certain assets to better reflect credit and other risk exposures. In addition, a capital conservation buffer of 2.50% is applicable to all of the capital ratios except for the Tier 1 Leverage ratio. The capital conservation buffer is equal to the lowest value of the three applicable capital ratios less the regulatory minimum (“adequately capitalized”) for each respective capital measurement. The Bank’s capital conservation buffer at December 31, 2025 was 5.27%. Compliance with the capital conservation buffer is required in order to avoid limitations on certain capital distributions, especially dividends. As of December 31, 2025, the Bank was “well capitalized’ under the Basel III requirements.

On December 31, 2025, the Corporation had $11.0 million of unsecured subordinated debt notes payable of which $6.0 million mature on September 1, 2030 and $5.0 million mature on September 1, 2035. The notes are recorded on the consolidated balance sheet net of remaining debt issuance costs totaling $155 thousand which is being amortized on a pro-rata basis, based on the maturity date of the notes, on an effective interest method. The subordinated notes totaling $6.0 million have a variable interest rate of 90-day Average Secured Overnight Financing Rate (SOFR) plus 4.93% and will reset quarterly. The subordinated notes totaling $5.0 million have a fixed interest rate of 5.25% through June 29, 2030, then convert to a variable rate of 90-day SOFR plus 4.92% for the applicable interest periods through maturity. The Corporation may, at its option, redeem the notes at par, in whole or in part, at any time 5-years prior to the maturity. The notes are structured to qualify as Tier 2 Capital (subject to regulatory deductions after the last 5 years of the term) for the Corporation and there are no debt covenants on the notes.

In 2019, the Community Bank Leverage Ratio (CBLR) was approved by federal banking agencies as an optional capital measure available to Qualifying Community Banking Organizations (QCBO). If a bank qualifies as a QCBR and maintains a CBLR of 9% or greater, the bank would be considered “well-capitalized” for regulatory capital purposes and exempt from complying with the Basel III risk-based capital rule. The CBLR rule was effective January 1, 2020 and banks could opt-in through an election in the first quarter 2020 regulatory filings. The Bank meets the criteria of a QCBO but did not opt-in to the CBLR.

The consolidated asset limit on small bank holding companies is $3.0 billion and a company with assets under that limit is not subject to the consolidated capital rules but may file reports that include capital amounts and ratios. The Corporation has elected to file those reports.

‎

The following table presents the regulatory capital ratio requirements for the Corporation and the Bank.

Regulatory Ratios
Adequately Capitalized · Well Capitalized
ActualMinimumMinimum
(Dollars in thousands)AmountRatioAmountRatioAmountRatio
Common Equity Tier 1 ‎Risk-based Capital Ratio (1)
Corporation$187,81511.45%$73,802N/AN/AN/A
Bank197,09612.02%73,7984.50%$106,5976.50%
Tier 1 Risk-based Capital Ratio (2)
Corporation$187,81511.45%$98,403N/AN/AN/A
Bank197,09612.02%98,3976.00%$131,1968.00%
Total Risk-based Capital Ratio (3)
Corporation$217,63913.27%$131,204N/AN/AN/A
Bank217,62013.27%131,1968.00%$163,99510.00%
Tier 1 Leverage Ratio (4)
Corporation$187,8158.17%$92,000N/AN/AN/A
Bank197,0968.57%91,9944.00%$114,9935.00%
Regulatory Ratios
Adequately Capitalized · Well Capitalized
ActualMinimumMinimum
(Dollars in thousands)AmountRatioAmountRatioAmountRatio
Common Equity Tier 1 ‎Risk-based Capital Ratio (1)
Corporation$171,20811.31%$68,095N/AN/AN/A
Bank179,83711.71%69,0884.50%$99,7946.50%
Tier 1 Risk-based Capital Ratio (2)
Corporation$171,20811.31%$90,793N/AN/AN/A
Bank179,83711.71%92,1176.00%$122,8238.00%
Total Risk-based Capital Ratio (3)
Corporation$209,60313.85%$121,057N/AN/AN/A
Bank199,03312.96%122,8238.00%$153,52910.00%
Tier 1 Leverage Ratio (4)
Corporation$171,2087.92%$86,449N/AN/AN/A
Bank179,8378.20%87,7154.00%$109,6445.00%

(1)Common equity Tier 1 capital / total risk-weighted assets

(2)Tier 1 capital / total risk-weighted assets

(3)Total risk-based capital / total risk-weighted assets

(4)Tier 1 capital / average quarterly assets

Note 3. Restricted Cash Balances

The Federal Reserve’s reserve requirement on the Bank’s deposit liabilities is 0%. Therefore, the Bank wasnot required to hold any reserves at December 31, 2025 and 2024. At December 31, 2025, the Corporation had posted cash collateral of $6.5 million to a counterparty in a derivative transaction, compared to $5.2 million at December 31, 2024.

Note 4. Investments

Available for Sale (AFS) Securities

The following tables summarize the amortized cost and fair value of securities available-for-sale at December 31, 2025 and 2024 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss).

(Dollars in thousands) · Gross · Gross
AmortizedunrealizedunrealizedFair
December 31, 2025costgainslossesvalue
U.S. Treasury$35,880$—$(2,617)$33,263
Municipal154,301—(16,462)137,839
Corporate15,536—(861)14,675
Agency MBS & CMO135,308136(5,584)129,860
Non-agency MBS & CMO112,860477(1,669)111,668
Asset-backed27,51978(316)27,281
Total$481,404$691$(27,509)$454,586
(Dollars in thousands) · Gross · Gross
AmortizedunrealizedunrealizedFair
December 31, 2024costgainslossesvalue
U.S. Treasury$36,192$—$(4,395)$31,797
Municipal156,52837(22,973)133,592
Corporate26,3561(2,133)24,224
Agency MBS & CMO149,00315(10,276)138,742
Non-agency MBS & CMO154,55445(5,429)149,170
Asset-backed31,420163(504)31,079
Total$554,053$261$(45,710)$508,604

At December 31, 2025 and 2024, the fair value of investment securities pledged to secure public deposits, trust deposits, FHLB borrowing commitments and Federal Reserve Bank discount window availability totaled $353.5 million and $207.2 million, respectively. The Bank has no investment in a single issuer that exceeds 10% of shareholders equity except U.S. Treasuries.

The amortized cost and estimated fair value of debt securities at December 31, 2025, by contractual maturity are shown below. Actual maturities may differ from contractual maturities because of prepayment or call options embedded in the securities. Mortgage-backed and asset-backed securities without defined maturity dates are reported on a separate line.

(Dollars in thousands)Amortized‎costFair‎value
Due in one year or less$—$—
Due after one year through five years54,23051,347
Due after five years through ten years89,68279,543
Due after ten years61,80554,887
205,717185,777
MBS, CMO & ABS275,687268,809
Total$481,404$454,586

The composition of the net realized securities (losses) gains for the years ended December 31 is as follows:

(Dollars in thousands)20252024
Proceeds$—$42,413
Gross gains realized——
Gross losses realized—(4,267)
Net (losses)/gains realized$—$(4,267)
Tax benefit on net losses realized$—$896

The following table reflects the unrealized losses in the investment portfolio, aggregated by investment category, length of time that individual securities have been in a continuous unrealized loss position and the number of securities in each category as of December 31, 2025 and 2024. Securities in an unrealized loss position are evaluated at least quarterly for impairment. For this evaluation, the Bank considers: (1) the extent to which the fair value is less than amortized cost; (2) adverse conditions specifically related to the security, industry or geographic area; (3) the payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future; (4) failure of the issuer of the security to make scheduled interest or principal payments; and (5) any changes to the rating of the security by a rating agency. In addition, the Bank considers whether it intends to sell these securities or whether it will be forced to sell these securities before the earlier of amortized cost recovery or maturity. The Bank does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost. The debt securities in a loss position and subject to evaluation at December 31, 2025 and 2024, were determined not to be attributable to credit related factors; therefore, the Bank does not have an allowance for credit loss for these investments.

December 31, 2025
Less than 12 months · 12 months or more · Total
Fair · Unrealized · Fair · Unrealized · Fair · Unrealized
(Dollars in thousands)ValueLossesCountValueLossesCountValueLossesCount
U.S. Treasury$—$——$33,263$(2,617)13$33,263$(2,617)13
Municipal1,683(192)4136,156(16,270)162137,839(16,462)166
Corporate986(6)113,389(855)2614,375(861)27
Agency MBS & CMO776(2)10118,183(5,582)170118,959(5,584)180
Non-agency MBS & CMO1,870(3)374,365(1,666)4076,235(1,669)43
Asset-backed2,768(18)515,538(298)3218,306(316)37
Total unrealized losses$8,083$(221)23$390,894$(27,288)443$398,977$(27,509)466
December 31, 2024
Less than 12 months · 12 months or more · Total
Fair · Unrealized · Fair · Unrealized · Fair · Unrealized
(Dollars in thousands)ValueLossesCountValueLossesCountValueLossesCount
U.S. Treasury$—$——$31,797$(4,395)13$31,797$(4,395)13
Municipal———132,550(22,973)164132,550(22,973)164
Corporate———23,237(2,133)5023,237(2,133)50
Agency MBS & CMO54,388(2,250)1582,110(8,026)183136,498(10,276)198
Non-agency MBS & CMO79,422(2,974)2653,615(2,455)50133,037(5,429)76
Asset-backed733(1)319,061(503)3419,794(504)37
Total unrealized losses$134,543$(5,225)44$342,370$(40,485)494$476,913$(45,710)538

Equity Securities at fair value

The Corporation ownedone equity investment with a readily determinable fair value at December 31, 2024 of $166 thousand. This investment was sold in 2025.

Note 5. Loans

The Bank reports its loan portfolio based on the primary collateral of the loan. It further classifies these loans by the primary purpose, either consumer or commercial. The Bank’s mortgage loans include long-term loans to individuals and businesses secured by mortgages on the borrower’s real property. Construction loans are made to finance the purchase of land and the construction of residential and commercial buildings thereon and are secured by mortgages on real estate. Commercial loans are made to businesses of various sizes for a variety of purposes including construction, property, plant and equipment, and working capital. Commercial loans also include loans to government municipalities. Commercial lending is concentrated in the Bank’s primary market, but also includes purchased loan participations. Consumer loans are comprised of installment, home equity and unsecured personal lines of credit.

Each class of loans involves a different kind of risk. However, risk factors such as changes in interest rates, general economic conditions and changes in collateral values are common across all classes. The risk of each loan class is presented below.

Residential Real Estate 1-4 family

The largest risk in residential real estate loans to retail customers is the borrower’s inability to repay the loan due to the loss of the primary source of income. The Bank attempts to mitigate this risk through prudent underwriting standards including employment history, current financial condition and credit history. These loans are generally owner occupied and serve as the borrower’s primary residence. The Bank usually holds a first lien position on these properties but may hold a second lien position in some home equity loans or lines of credit. Commercial purpose loans, secured by residential real estate, are usually dependent upon repayment from the rental income or other business purposes. These loans are generally non-owner occupied. In addition to the real estate collateral, these loans may have personal guarantees or UCC filings on other business assets. If a payment default occurs on a 1-4 family residential real estate loan, the collateral serves as a source of repayment, but may be subject to a change in value due to economic conditions.

Residential Real Estate Construction

This class includes loans to individuals for construction of a primary residence and to contractors to construct residential properties. Construction loans to individuals generally bear the same risk as 1-4 family residential loans. Additional risks may include cost overruns, delays in construction or contractor problems.

Loans to contractors are primarily dependent on the sale of finished homes for repayment. Risks associated with these loans include the borrower’s character and capacity to complete a home, the effect of economic conditions on the valuation of homes, cost overruns, delays in construction or contractor problems. In addition to real estate collateral, these loans may have personal guarantees or UCC filings on other business assets, depending on the financial strength and experience of the contractor. Real estate construction loans are monitored on a regular basis by either an independent third party or the responsible loan officer, depending on the size and complexity of the project. This monitoring process includes at a minimum, the submission of invoices or AIA documents detailing the cost incurred by the borrower, on-site inspections, and an authorizing signature for disbursement of funds.

Commercial Real Estate

Commercial real estate loans may be secured by various types of commercial property including apartment buildings, retail space, office buildings, warehouses, hotels and motels, manufacturing facilities, agricultural land and may have personal guarantees or UCC filings on other business assets, depending on the financial strength of the borrower. Also included in this segment are loans for the construction of commercial real estate buildings and residential site development. Construction loans may incur additional risks such as cost overruns, delays in construction, or contractor problems. Residential site development loans are primarily dependent on the sale of improved lots for repayment. Construction loans are monitored on a regular basis by either an independent third party or the responsible loan officer, depending on the size and complexity of the project. This monitoring process includes at a minimum, the submission of invoices or AIA documents detailing the cost incurred by the borrower, on-site inspections, and an authorizing signature for disbursement of funds.

Commercial real estate loans present a higher level of risk than residential real estate loans. Repayment of these loans is normally dependent on cash-flow generated by the operation of a business that utilizes the real estate. The successful operation of the business, and therefore repayment ability, may be affected by general economic conditions outside of the control of the operator. On most commercial real estate loans ongoing monitoring of cash flow and other financial performance indicators is completed annually through financial statement analysis. In addition, the value of the collateral may be negatively affected by economic conditions and may be insufficient to repay the loan in the event of default. In the event of foreclosure, commercial real estate may be more difficult to liquidate than residential real estate.

Commercial

Commercial loans are made for various business purposes to finance equipment, inventory, accounts receivables, and operating liquidity. These loans are generally secured by business assets or equipment, non-real estate collateral and/or personal guarantees.

Commercial loans present a higher level of credit risk than other loans because repayment ability is usually dependent on cash-flow from a business operation that can be affected by general economic conditions. On most commercial loans ongoing monitoring of cash flow and other financial performance indicators occur at least annually through financial statement analysis. In the event of a default, collateral for these loans may be more difficult to liquidate, and the valuation of the collateral may decline more quickly than loans secured by other types of collateral.

Loans to governmental municipalities are also included in the Commercial class. These loans generally have less risk than Commercial & Industrial (C&I) loans due to the taxing authority of the municipality and its ability to assess fees on services.

Consumer

These loans are made for a variety of reasons to consumers and include term loans and personal lines-of credit. The loans may be secured or unsecured. Repayment is primarily dependent on the income of the borrower and to a lesser extent the sale of collateral. The underwriting of these loans is based on the consumer’s ability and willingness to repay and is determined by the borrower’s employment history, current financial condition and credit background. Collateral for these loans, if any, usually depreciates quickly and therefore, may not be adequate to repay the loan if it is repossessed. Therefore, the overall health of the economy, including unemployment rates and wages, will have an effect on the credit quality in this loan class.

A summary of loans outstanding, by class, at December 31 is as follows:

(Dollars in thousands)20252024
Residential Real Estate 1-4 Family
Consumer first liens$213,440$181,780
Commercial first lien63,45758,821
Total first liens276,897240,601
Consumer junior liens and lines of credit84,65076,035
Commercial junior liens and lines of credit6,8396,199
Total junior liens and lines of credit91,48982,234
Total residential real estate 1-4 family368,386322,835
Residential real estate - construction
Consumer29,60920,742
Commercial24,51611,685
Total residential real estate construction54,12532,427
Commercial real estate903,571803,365
Commercial225,499230,597
Total commercial1,129,0701,033,962
Consumer9,6578,853
1,561,2381,398,077
Less: Allowance for credit losses(20,655)(17,653)
Net Loans$1,540,583$1,380,424
Included in the loan balances are the following:
Net unamortized deferred loan costs$1,957$1,766
Loans pledged as collateral for borrowings and commitments from:
FHLB$863,693$775,410
Federal Reserve Bank193,64096,592
Total$1,057,333$872,002

Loans to directors and executive officers and related interests and affiliated enterprises were as follows:

(Dollars in thousands)20252024
Balance at beginning of year$11,743$11,545
Change in reporting status(3,452)—
Advances16,27518,476
Payments(14,864)(18,278)
Balance at end of year$9,702$11,743

Note 6. Loan Quality and Allowance for Credit Losses

The Bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, and current economic trends, among other factors. Management utilizes a risk rating scale ranging from 1-Prime to 9-Loss to evaluate loan quality. This risk rating scale is used primarily for commercial purpose loans. Consumer purpose loans are identified as either performing or nonperforming based on the payment status of the loans. Nonperforming consumer loans are loans that are nonaccrual or 90 days or more past due and still accruing. The Bank uses the following definitions for risk ratings:

Pass (1-5): are considered pass credits with lower or average risk and are not otherwise classified.

OAEM (6): Loans classified as OAEM have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the borrower’s credit position at some future date.

Substandard (7): Loans classified as Substandard are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful (8): Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the pool evaluation. When management determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the sale of the collateral, the expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for any discounts and selling costs as appropriate.

Management monitors loan performance on a monthly basis and performs a quarterly evaluation of the adequacy of the Allowance for Credit Loss for loans (ACL). The Bank begins enhanced monitoring of all loans rated 6–OAEM or worse and obtains a new appraisal or asset valuation for any loans placed on nonaccrual and rated 7 - Substandard or worse. Management, at its discretion, may determine that additional adjustments to the appraisal or valuation are required. Valuation adjustments will be made as necessary based on factors, including, but not limited to: the economy, deferred maintenance, industry, type of property/equipment, age of the appraisal, etc. and the knowledge Management has about a particular situation. In addition, the cost to sell or liquidate the collateral is also estimated and deducted from the valuation in order to determine the net realizable value to the Bank. When determining the ACL, certain factors involved in the evaluation are inherently subjective and require material estimates that may be susceptible to significant change, including the amounts and timing of future cash flows. Management monitors the adequacy of the ACL on an ongoing basis and reports its adequacy quarterly to the Enterprise Risk Management Committee of the Board of Directors. Management believes the ACL at December 31, 2025 is adequate.

At December 31, 2025, the Bank had outstanding loans to a related party of a Bank Director who is considered and “insider” under Regulation O. The loans are currently classified as substandard (rated 7) on the Bank’s internal credit risk rating system, indicating potential weaknesses that warrant management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loans. At December 31, 2025, the outstanding balance of the loans was $4.7 million, and were not past due or on nonaccrual status.

‎

‎

The following table presents loans by year of origination and internally assigned risk ratings as of December 31, 2025:

(Dollars in thousands) · Revolving · Revolving
Term Loans · Loans · Loans
Amortized Cost Basis by Origination Year · Amortized · Converted
As of December 31, 202520252024202320222021PriorCost Basisto TermTotal
Residential real estate 1-4 family:
Commercial:
Risk rating:
Pass (1-5)$6,601$4,914$14,483$6,381$8,982$23,381$5,237$—$69,979
OAEM (6)——————95—95
Substandard (7)—————222——222
Doubtful (8)—————————
Total Commercial6,6014,91414,4836,3818,98223,6035,332—70,296
Consumer:
Performing35,72645,92760,14527,93013,38531,67567,41015,872298,070
Nonperforming——————20—20
Total Consumer35,72645,92760,14527,93013,38531,67567,43015,872298,090
Total$42,327$50,841$74,628$34,311$22,367$55,278$72,762$15,872$368,386
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Residential real estate construction:
Commercial:
Risk rating:
Pass (1-5)$4,228$16,503$1,204$—$1,093$1,488$—$—$24,516
OAEM (6)—————————
Substandard (7)—————————
Doubtful (8)—————————
Total Commercial4,22816,5031,204—1,0931,488——24,516
Consumer:
Performing24,7444,865——————29,609
Nonperforming—————————
Total Consumer24,7444,865——————29,609
Total$28,972$21,368$1,204$—$1,093$1,488$—$—$54,125
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial real estate:
Risk rating:
Pass (1-5)$137,253$126,702$206,916$96,083$84,154$189,407$12,236$—$852,751
OAEM (6)——12,95644868911,924——26,017
Substandard (7)—54422,040239—1,980——24,803
Doubtful (8)—————————
Total$137,253$127,246$241,912$96,770$84,843$203,311$12,236$—$903,571
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial:
Risk rating:
Pass (1-5)$17,563$23,890$11,979$19,675$33,813$65,515$45,425$—$217,860
OAEM (6)——83591,323—198—1,888
Substandard (7)—553—583——4,615—5,751
Doubtful (8)—————————
Total$17,563$24,443$11,987$20,617$35,136$65,515$50,238$—$225,499
Current period gross charge-offs$(9)$—$(17)$—$(2)$(8)$—$—$(36)
Consumer:
Performing1,8531,1457092011,499—4,245—9,652
Nonperforming——————5—5
Total$1,853$1,145$709$201$1,499$—$4,250$—$9,657
Current period gross charge-offs$(71)$(6)$(18)$(3)$(1)$(2)$(30)$—$(131)

‎

The following table presents loans by year of origination and internally assigned risk ratings as of December 31, 2024:

(Dollars in thousands) · Revolving · Revolving
Term Loans · Loans · Loans
Amortized Cost Basis by Origination Year · Amortized · Converted
As of December 31, 202420242023202220212020PriorCost Basisto TermTotal
Residential real estate 1-4 family:
Commercial:
Risk rating:
Pass (1-5)$5,306$9,436$7,529$10,133$8,099$20,251$4,079$—$64,833
OAEM (6)—————————
Substandard (7)——————187—187
Doubtful (8)—————————
Total Commercial5,3069,4367,52910,1338,09920,2514,266—65,020
Consumer:
Performing36,21467,24831,29014,3039,01427,74454,14717,855257,815
Nonperforming—————————
Total Consumer36,21467,24831,29014,3039,01427,74454,14717,855257,815
Total$41,520$76,684$38,819$24,436$17,113$47,995$58,413$17,855$322,835
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Residential real estate construction:
Commercial:
Risk rating:
Pass (1-5)$5,582$3,306$403$1,150$159$1,085$—$—$11,685
OAEM (6)—————————
Substandard (7)—————————
Doubtful (8)—————————
Total Commercial5,5823,3064031,1501591,085——11,685
Consumer:
Performing20,742———————20,742
Nonperforming—————————
Total Consumer20,742———————20,742
Total$26,324$3,306$403$1,150$159$1,085$—$—$32,427
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial real estate:
Risk rating:
Pass (1-5)$95,410$221,889$106,385$93,228$32,546$218,875$16,290$—$784,623
OAEM (6)——1,7721,7116,624———10,107
Substandard (7)—6,301266——2,01850—8,635
Doubtful (8)—————————
Total$95,410$228,190$108,423$94,939$39,170$220,893$16,340$—$803,365
Current period gross charge-offs$—$—$—$—$—$(2)$—$—$(2)
Commercial:
Risk rating:
Pass (1-5)$25,398$16,289$27,545$37,927$18,196$60,126$42,595$—$228,076
OAEM (6)—114201,5009—250—2,190
Substandard (7)————58—273—331
Doubtful (8)—————————
Total$25,398$16,300$27,965$39,427$18,263$60,126$43,118$—$230,597
Current period gross charge-offs$(11)$—$(287)$—$—$—$(161)$—$(459)
Consumer:
Performing2,2891,1403861,68236273,291—8,851
Nonperforming———1——1—2
Total$2,289$1,140$386$1,683$36$27$3,292$—$8,853
Current period gross charge-offs$(44)$—$—$—$(6)$—$(49)$—$(99)

‎

The following presents the amortized cost basis of loans on nonaccrual status and loans past due over 90 days and still accruing as of December 31, 2025 and 2024:

December 31, 2025 · December 31, 2024
(Dollars in thousands) · Nonaccrual and Loans Past Due Over 90 Days+ · Nonaccrual and Loans Past Due Over 90 Days+
Loans Past DueLoans Past Due
NonaccrualNonaccrualOver 90 DaysNonaccrualNonaccrualOver 90 Days
Without ACLWith ACLStill AccruingWithout ACLWith ACLStill Accruing
Residential Real Estate 1-4 Family
First liens$—$—$—$—$—$—
Junior liens and lines of credit20—————
Total20—————
Residential real estate - construction——————
Commercial real estate1,0297,119————
Commercial55290—266——
Consumer——5——2
Total$1,104$7,409$5$266$—$2

Delinquent loans are a result of borrowers’ cash flow and/or alternative sources of cash being insufficient to repay loans. The Bank’s likelihood of collateral liquidation to repay the loans becomes more probable the further behind a borrower falls, particularly when loans reach 90 days or more past due. Management monitors the performance status of loans by the use of an aging report. The aging report can provide an early indicator of loans that may become severely delinquent and possibly result in a loss to the Bank.

.

The following table presents the aging of payments in the loan portfolio as of December 31, 2025 and 2024:

(Dollars in thousands)
Loans Past Due · Total · Total
30-59 Days60-89 Days90 Days+Past DueCurrentLoans
Residential Real Estate 1-4 Family
First liens$145$855$—$1,000$275,897$276,897
Junior liens and lines of credit3331602051390,97691,489
Total4781,015201,513366,873368,386
Residential real estate - construction————54,12554,125
Commercial real estate542—1,0291,571902,000903,571
Commercial5001345846224,653225,499
Consumer55195799,5789,657
Total$1,575$1,035$1,399$4,009$1,557,229$1,561,238
Loans Past Due · Total · Total
December 31, 202430-59 Days60-89 Days90 Days+Past DueCurrentLoans
Residential Real Estate 1-4 Family
First liens$203$640$—$843$239,758$240,601
Junior liens and lines of credit241160—40181,83382,234
Total444800—1,244321,591322,835
Residential real estate - construction————32,42732,427
Commercial real estate380219—599802,766803,365
Commercial747502661,063229,534230,597
Consumer3042368,8178,853
Total$1,601$1,073$268$2,942$1,395,135$1,398,077

At December 31, 2025 and 2024, the Bank had $0 of residential properties in the process of foreclosure. Interest not recognized on nonaccrual loans was $425 thousand for the year ended December 31, 2025 and $8 thousand for the year ended December 31, 2024.

No loan modifications were made to borrowers experiencing financial difficulties during 2025 and 2024.

The following table shows the activity in the Allowance for Credit Loss (ACL), for the years ended December 31, 2025 and 2024:

Residential Real Estate 1-4 Family
First · Junior Liens & · Commercial
(Dollars in thousands)LiensLines of CreditConstructionReal EstateCommercialConsumerTotal
ACL at December 31, 2024$1,497$461$376$12,004$3,182$133$17,653
Charge-offs————(36)(131)(167)
Recoveries——1119334139
Provision168392652,0374021193,030
ACL at December 31, 2025$1,665$500$652$14,042$3,641$155$20,655
ALL at December 31, 2023$1,296$419$296$10,657$3,290$94$16,052
Charge-offs———(2)(459)(99)(560)
Recoveries3—14413035186
Provision19842661,3452211031,975
ACL at December 31, 2024$1,497$461$376$12,004$3,182$133$17,653

At December 31, 2025, there wasone collateral dependent loan for $7.1 million secured by real estate andone collateral dependent loan for $290 thousand secured by business assets compared toone collateral dependent loan for $266 thousand secured by real estate at December 31, 2024.

Note 7. Premises and Equipment

The components of premises and equipment were as follows for the periods ending:

For the years ended December 31,
(Dollars in thousands)Estimated Life20252024
Land$3,833$3,935
Buildings and leasehold improvements15 - 30 years, or lease term34,26834,880
Furniture, fixtures and equipment3 - 10 years10,97810,241
Total cost49,08049,056
Less: Accumulated depreciation(21,942)(20,017)
Net premises and equipment$27,138$29,039

The following table shows the amount of depreciation for the years ended December 31:

20252024
Depreciation expense$2,070$1,758

Note 8. Leases

The Corporation leases various assets in the course of its operations that are subject to recognition on the balance sheet. The Corporation considers all of its leases to be operating leases and it has no finance leases. The leased assets may include equipment, and buildings and land (collectively real estate). The equipment leases are shorter-term than the real estate leases and generally have a fixed payment over a defined term without renewal options. Certain equipment leases have purchase options and it was determined the option was not reasonably certain to be exercised. The real estate leases are longer-term andmay contain renewal options after the initial term, but none of the real estate leases contain a purchase option. The renewal options on real estate leases were reviewed and if it was determined the option was reasonably certain to be renewed, the option term was considered in the determination of the lease liability. There is onlyone real estate lease with a variable payment based on an index included in the lease liability. None of the leases contain any restrictive covenants and there are no significant leases that have not yet commenced. The discount rate used to determine the lease liability is based on the Bank’s fully secured borrowing rate from the Federal Home Loan Bank for a term similar to the lease term. Operating lease expense is included in net occupancy expense in the consolidated statements of income.

Lease Cost:

The components of total lease cost were as follows for the period ending:

For the years ended December 31,
(Dollars in thousands)20252024
Operating lease cost$724$764
Short-term lease cost153
Variable lease cost162156
Total lease cost$901$923

Supplemental Lease Information:

(Dollars in thousands)For the years ended December 31,
Cash paid for amounts included in the measurement of lease liabilities:20252024
Operating cash flows from operating leases$713$733
Weighted-average remaining lease term (years)11.211.6
Weighted-average discount rate3.64%3.48%

Lease Obligations:

Future undiscounted lease payments for operating leases with initial terms of one year or more as of December 31, 2025 are as follows:

(Dollars in thousands)
2026$601
2027467
2028416
2029420
2030397
2031 and beyond2,412
Undiscounted cash flows4,712
Imputed interest(872)
Total lease liability$3,840

Note 9. Other Real Estate Owned

The Bank hadno other real estate owned at December 31, 2025 and 2024.

Note 10. Goodwill

The Bank has $9.0 million of goodwill recorded on its balance sheet as the result of corporate acquisitions. Goodwill is not amortized, nor deductible for tax purposes. However, Goodwill is tested for impairment at least annually in accordance with ASC Topic 350. Goodwill was tested for impairment as of August 31, 2025. The 2025 test was conducted using a qualitative assessment method that requires the use of significant assumptions in order to make a determination of likely impairment. These assumptions may include, but are not limited to: macroeconomic factors, banking industry conditions, banking merger and acquisition trends, the Bank’s historical financial performance, the Corporation’s stock price, forecast Bank financial performance, and change of control premiums. Management determined the Bank’s goodwill was not likely impaired in 2025 and did not make a further assessment.

The 2024 impairment test was also conducted using a qualitative assessment and Management determined the Bank’s goodwill was not likely impaired in 2024 and did not make a further assessment.

At December 31, 2025, Management subsequently considered certain qualitative factors affecting the Corporation and determined that it was not likely that the results of the prior test had changed, and it determined that goodwill was not impaired at year-end.

Note 11. Deposits

Deposits are summarized as follows at December 31:

(Dollars in thousands)20252024
Noninterest-bearing checking$310,251$290,346
Interest-bearing checking431,843417,870
Money management771,231694,880
Savings98,12496,646
Total interest-bearing checking and savings1,301,1981,209,396
Time deposits202,266228,848
Time - brokered deposits22,05787,057
Total time deposits224,323315,905
Total deposits$1,835,772$1,815,647
Overdrawn deposit accounts reclassified as loans$178$136

Time deposits greater than $250,000 at December 31, 2025 and 2024 were $55.9 million and $77.4 million, respectively.

At December 31, 2025 the scheduled maturities of time deposits are as follows:

(Dollars in thousands)Time Deposits
2026$177,044
202734,200
20286,289
20294,243
20302,547
Total$224,323

Note 12. Other Borrowings

The Bank has access to short-term borrowings from the FHLB in the form of a revolving term commitment used to fund the short-term liquidity needs of the Bank. These borrowings reprice on a daily basis and the interest rate fluctuates with short-term market interest rates. The Bank hadno short-term borrowings at December 31, 2025 and 2024.

At December 31, 2025 and 2024, other borrowings were:

December 31
(Dollars in thousands)20252024
FHLB maturing January 12, 2027, with fixed rate at 4.32%$200,000$200,000
$200,000$200,000

The Bank’s maximum borrowing capacity with the FHLB at December 31, 2025 was $734.6 million with $534.6 million available to borrow. This borrowing capacity is secured by a Blanket Pledge Agreement with FHLB on the Bank’s real estate loan portfolio ($863.7 million) together with pledged securities with a fair value of $151.2 million.

‎

Scheduled payments on other borrowings over the next five years are as follows:

(Dollars in thousands)
2026 · $ · -
2027200,000
2028-
2029-
2030-
$200,000

The Bank has established credit at the Federal Reserve Discount Window and as of year-end had the ability to borrow approximately $131 million. The Bank also has $76.0 million in unsecured lines of credit at three correspondent banks.

Note 13. Subordinate Notes

On September 30, 2025, the Corporation redeemed $9.0 million of its $15.0 million fixed to floating subordinate notes due September 1, 2030 utilizing excess cash on hand. On December 31, 2025, the Corporation had $11.0 million of unsecured subordinated debt notes payable of which $6.0 million mature on September 1, 2030 and $5.0 million mature on September 1, 2035. The notes are recorded on the consolidated balance sheet net of remaining debt issuance costs totaling $155 thousand which is being amortized on a pro-rata basis, based on the maturity date of the notes, on an effective interest method. The subordinated notes totaling $6.0 million have a variable interest rate of 90-day Average Secured Overnight Financing Rate (SOFR) plus 4.93% and will reset quarterly. The subordinated notes totaling $5.0 million have a fixed interest rate of 5.25% through June 29, 2030, then convert to a variable rate of 90-day SOFR plus 4.92% for the applicable interest periods through maturity. The Corporation may, at its option, redeem the notes at par, in whole or in part, at any time 5-years prior to the maturity. The notes are structured to qualify as Tier 2 Capital for the Corporation and there are no debt covenants on the notes.

Note 14. Income Taxes

Pretax income is entirely related to domestic activities and the Corporation did not have any foreign operations.

The components of income taxes attributable to income from continuing operations were as follows:

(Dollars in thousands)20252024
Current tax expense (benefit)
Federal$5,496$2,567
State296122
Total current tax expense (benefit)5,7922,689
Deferred tax expense (benefit)
Federal(698)(437)
State(53)(36)
Total deferred tax expense (benefit)(751)(473)
Total income tax provision$5,041$2,216

Income taxes paid were as follows:

(Dollars in thousands)20252024
Federal$5,220$1,700
Other125159
Total$5,345$1,859

The temporary differences which give rise to significant portions of deferred tax assets and liabilities at December 31 are as follows:

(Dollars in thousands)
Deferred Tax Assets20252024
Allowance for credit losses$4,591$3,810
Deferred compensation1,014951
Purchase accounting—20
Accumulated other comprehensive loss5,7399,439
Lease liabilities836920
Other634605
Total gross deferred tax assets12,81415,745
Deferred Tax Liabilities
Depreciation2,8282,936
Right-of-use asset796886
Joint ventures and partnerships5648
Pension827663
Deferred loan fees and costs, net426381
Total gross deferred tax liabilities4,9334,914
Net deferred tax asset$7,881$10,831

In assessing the realizability of deferred tax assets, Management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, Management believes it is more likely than not that the Bank will realize the benefits of these deferred tax assets other than those for which a valuation allowance has been recorded.

For the years ended December 31, 2025 and 2024, the income tax provisions are different from the tax expense which would be computed by applying the Federal statutory rate to pretax operating earnings. The Federal statutory rate was 21% for 2025 and 2024. A reconciliation between the tax provision at the statutory rate and the tax provision at the effective tax rate is as follows:

(Dollars in thousands)2025%2024%
Tax provision at statutory rate$5,51621.0%$2,79621.0%
State income taxes, net of federal tax effect (1)2150.8%810.6%
Nontaxable or nondeductible items
Nontaxable interest income(831)-3.2%(881)-6.6%
Appreciation in cash surrender value of life insurance(90)-0.3%(107)-0.8%
Disallowed interest expense2901.1%3232.4%
Share-based compensation(26)-0.1%120.1%
Other nondeductible expenses(33)-0.1%(8)-0.1%
Income tax provision$5,04119.2%$2,21616.6%
(1) The State of Maryland made up the majority (greater than 50%) of the tax effect in this category

The Corporation recognizes interest accrued related to unrecognized tax benefits and penalties in income tax expense for all periods presented. No penalties or interest were recognized in 2025 or 2024. The Corporation hadno uncertain tax positions at December 31, 2025. The Corporation is no longer subject to U.S. Federal and state examinations by tax authorities for the years before 2022.

Note 15. Accumulated Other Comprehensive Income/(Loss)

The components of accumulated other comprehensive loss included in shareholders' equity at December 31 are as follows:

20252024
Net unrealized losses on debt securities$(26,717)$(43,149)
Tax effect5,6119,061
Ending balance$(21,106)$(34,088)
Accumulated pension adjustment$(611)$(1,797)
Tax effect128377
Net of tax amount$(483)$(1,420)
Total accumulated other comprehensive loss$(21,589)$(35,508)

Note 16. Financial Derivatives

The Corporation is exposed to certain risks arising from both its business operations and economic conditions. The Corporation principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Corporation manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities.

Fair Value Hedges – The Corporation entered into certain interest rate swap contracts designated as fair value portfolio layer hedges of certain available-for-sale investment securities. The Corporation makes a fixed payment and receives a variable payment over the life of the contracts. The hedges were determined to be effective during all periods presented and are expected to be effective during the remaining term of the contracts. At December 31, 2025, the Corporation had posted cash collateral of $6.5 million to a counterparty, reported in interest-bearing deposits in other banks on the Consolidated Balance Sheet.

Derivatives Not Designated as Hedges – These derivatives result from participations in interest rate swaps provided by external lenders as part of loan participation arrangements, therefore, are not used to manage interest rate risk in the Corporation’s assets or liabilities. Derivatives not designated as hedges are not speculative and result from a service the Corporation provides to certain lenders which participate in loans.

The table below presents the fair value of the Corporation’s derivative financial instruments as well as their classification on the Balance Sheet as of December 31, 2025 and 2024:

Fair Value of Derivative Instruments
Derivative Liabilities
(Dollars in thousands)As of December 31, 2025As of December 31, 2024
Notional amountBalance Sheet LocationFair ValueNotional amountBalance Sheet LocationFair Value
Derivatives designated as hedging instruments
Interest rate swaps$100,344Other Assets$124$111,087Other Assets$2,275
Total derivatives designated as hedging instruments$124$2,275
Derivatives not designated as hedging instruments
Other Contracts$5,853Other Liabilities$—$6,064Other Liabilities$—
Total derivatives not designated as hedging instruments$—$—

‎

The table below presents the effect of the Corporation’s derivative financial instruments that are designated as hedging instruments on the Income Statement as of December 31, 2025 and 2024:

Effect of Derivatives Designated as Hedging Instruments on the Statement of Financial Performance
Derivatives Designated as Hedging Instruments under Subtopic 815-20 · Location of Gain or (Loss) Recognized in Income on Derivative · Amount of Gain or (Loss) Recognized in Income on Derivatives
(Dollars in thousands)Year Ended December 31
2025 · 2024
Interest rate swapsInvestment income$714$212

The table below presents the effect of the Corporation’s derivative financial instruments that are not designated as hedging instruments on the Income Statement as of December 31, 2025 and 2024:

Effect of Derivatives Not Designated as Hedging Instruments on the Statement of Financial Performance
Derivatives Not Designated as Hedging Instruments under Subtopic 815-20 · Location of Gain or (Loss) Recognized in Income on Derivative · Amount of Gain or (Loss) Recognized in Income on Derivatives
(Dollars in thousands)Year Ended December 31
2025 · 2024
Other ContractsOther income$-$1

The table below presents the carrying amount of the derivative financial instruments as of December 31, 2025 and 2024:

Carrying amount of the hedged items · Cumulative amount of fair value hedging instruments
(Dollars in thousands)Year Ended December 31Year Ended December 31
2025202420252024
Investment securities, AFS (1)$104,042$112,261$(101)$(2,300)

(1)The amounts represent the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the designated hedge period. At December 31, 2025, the fair value of the closed portfolio used in these hedging relationships was $103.3 million and the notional amount was $121.3 million.

Note 17. Benefit Plans

The Bank has a 401(k) plan which includes an auto enrollment feature and covers all employees of the Bank who have completed four months of service. Employee contributions to the plan are matched at 100% up to 4% of each participant’s deferrals plus 50% of the next 2% of deferrals from participants’ eligible compensation. Under this plan, the maximum amount of employee contributions in any given year is defined by Internal Revenue Service regulations. In addition, a 100% discretionary profit-sharing contribution of up to 2% of each employee’s eligible compensation is possible provided net income targets are achieved. The related expense for the 401(k) plan, and the discretionary profit-sharing plan was $1.6 million in 2025 and $1.3 million in 2024. This expense is recorded in the Salary and employee benefits line of the Consolidated Statements of Income.

The Bank has a noncontributory defined benefit pension plan covering employees hired prior to April 1, 2007 and the plan was closed to new participants on this date. Benefits are based on years of service and the employee’s compensation using a career average formula. The Bank’s funding policy is to contribute the annual amount required to meet the minimum funding requirements of the Employee Retirement Income Security Act of 1974. Contributions are intended to provide not only for the benefits attributed to service to date but also for those expected to be earned in the future. Employees who are eligible for pension benefits may elect to receive an annuity style payment or a lump-sum payout of their pension benefits. Pension service costs are recorded in Salary and benefits expense while all other components of net periodic pension costs are recorded inother expense. For the next fiscal year, the estimated net loss for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit costs is $104 thousand. The Bank uses December 31 as the measurement date for its pension plan.

The Bank’s Pension Committee reviews and determines all the assumptions used to determine the benefit obligations and expense annually. Historical investment returns play a significant role in determining the expected long-term rate of return on Plan assets.

‎

The following table sets forth the plan’s funded status, based on the 2025 and 2024 actuarial valuations:

(Dollars in thousands)20252024
Change in projected benefit obligation
Benefit obligation at beginning of measurement year$13,248$13,129
Service cost212219
Interest cost796769
Actuarial (gain) loss(26)(14)
Benefits paid(899)(855)
Benefit obligation at end of measurement year13,33113,248
Change in plan assets
Fair value of plan assets at beginning of measurement year14,52113,962
Actual return on plan assets net of expenses1,8931,414
Employer contribution1,000—
Benefits paid(899)(855)
Fair value of plan assets at end of measurement year16,51514,521
Funded status of projected benefit obligation$3,184$1,273
20252024
Assumptions used to determine benefit obligations:
Discount rate6.14%6.32%
Rate of compensation increase4.00%5.00%
Expected long-term return on plan assets6.50%6.00%
(Dollars in thousands)
Amounts recognized in accumulated other comprehensiveFor the Years Ended December 31
income (loss), net of tax20252024
Net actuarial loss$(611)$(1,797)
Tax effect128377
Net amount recognized in accumulated other comprehensive loss$(483)$(1,420)
(Dollars in thousands)For the Years Ended December 31
Components of net periodic pension cost20252024
Service cost$212$219
Interest cost796769
Expected return on plan assets(823)(863)
Recognized net actuarial loss9143
Total net periodic pension cost$276$168

‎

20252024
Assumptions used to determine net periodic benefit cost:
Discount rate6.32%5.96%
Rate of compensation increase5.00%6.00%
Expected long-term return on plan assets6.00%6.00%

The following methods and assumptions were used to estimate the fair values of the assets held by the plan. See Note 22 for additional information on the fair value hierarchy.

Cash and Cash Equivalents: The carrying value of this asset is considered to approximate its fair value (Level 1).

Equity Securities, Investment Funds (Debt and Equity): The fair value of assets in these categories are determined using quoted market prices from nationally recognized markets (Level 1).

Bonds (Corporate and Municipal): Fair values of these assets was primarily measured using information from a third-party pricing service. This service provides pricing information by utilizing evaluated pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data from market research publications. Fair values were estimated primarily by obtaining quoted prices for similar assets in active markets or through the use of pricing models (Level 2).

Immediate Participation Guarantee Contract: The carrying value of this asset is considered to approximate its fair value. (Level 1).

Cash Surrender Value of Life Insurance: The cash surrender value of this asset is considered to approximate its fair value. However, the inputs used to determine the cash surrender value are not readily observable in the market (Level 3).

The following table sets forth, by level within the fair value hierarchy, the Plan's investments at fair value as of December 31, 2025 and 2024. For more information on the levels within the fair value hierarchy, please refer to Note 22.

(Dollars in Thousands)December 31, 2025
Asset DescriptionAllocationsFair ValueLevel 1Level 2Level 3
Cash and cash equivalents2%$336$336$—$—
Equity securities27%4,4744,474——
Corporate bonds15%2,515—2,515—
Municipal bonds18%2,952—2,952—
Investment fund - debt15%2,4602,460——
Investment fund - equity20%3,2603,260——
Deposit in immediate participation guarantee contract3%505505——
Cash surrender value of life insurance—13——13
Total assets100%$16,515$11,035$5,467$13
(Dollars in Thousands)December 31, 2024
Asset DescriptionAllocationsFair ValueLevel 1Level 2Level 3
Cash and cash equivalents3%$473$473$—$—
Equity securities29%4,2564,256——
Corporate bonds17%2,470—2,470—
Municipal bonds24%3,469—3,469—
Investment fund - debt6%856856——
Investment fund - equity18%2,6232,623——
Deposit in immediate participation guarantee contract2%361361——
Cash surrender value of life insurance—13——13
Total assets100%$14,521$8,569$5,939$13

The following table sets forth a summary of the changes in the fair value of the Plan's level 3 investments for the years ended December 31, 2025 and 2024:

Cash Value of Life Insurance
December 31
(Dollars in thousands)20252024
Balance at the beginning of the period$13$13
Unrealized gain (loss) relating to investments held at the reporting date——
Purchases, sales, issuances and settlement, net——
Balance at the end of the period$13$13

Contributions

The Bank does not expect to make any contributions in 2026.

Estimated future benefit payments at December 31, 2025 (Dollars in Thousands)

2026$1,627
20271,685
20281,139
2029837
20301,033
2031-20354,910

Note 18. Stock Based Compensation

In 2024, Corporation adopted the Employee Stock Purchase Plan of 2004 (ESPP). Under this plan, eligible employees were granted options to purchase shares of the Corporation’s common stock over aone-year period, at a 10% discount to the fair market value of a share on the day the option was granted and was considered a non-compensatory plan. This plan expired in 2025, andno options awarded under this plan are outstanding as of December 31, 2025.

In 2025, shareholders approved and the Corporation adopted the Employee Stock Purchase Plan of 2025. Under the ESPP of 2025, participating employees may purchase common stock of the Corporation at a discount (not to exceed 15%) to the lower of the fair market value of a share at the first trading day of the offering period or the last trading day of the offering period. Employee participation is voluntary. The Corporation reserved 250,000 shares of its common stock for the ESPP of 2025.

The following table summarizes activity for the ESPP of 2025 for the year ended December 31, 2025:

(Dollars in thousands except share and per share data)2025
Shares purchased1,504
Weighted average purchase price per share$$34.56
Compensation expense recognized$10
Shares available for future issuance under the ESPP at December 31, 2025248,496

In 2019, the Corporation approved the 2019 Omnibus Stock Incentive Plan (Stock Plan), replacing the Incentive Stock Option Plan of 2013 (ISOP). No new awards will be made under the 2013 plan; however, any awards made under the 2013 plan remain outstanding under the terms they were issued. Under the Stock Plan,400,000 shares have been authorized to be issued, inclusive of the remaining shares available under the 2013 plan that were rolled into the Stock Plan and forfeited awards are available for future grants. The Stock Plan allows for various types of awards including incentive stock options, restricted stock and stock appreciation rights.

‎

The incentive stock options (ISO) awarded under the Stock Plan and outstanding at December 31, 2025 are all exercisable. The ISO options expire 10 years from the grant date. The following table summarizes the activity in the Stock Plan:

Incentive Stock Options
Weighted Average · Aggregate
(Dollars in thousands except share and per share data)ISOPPrice Per ShareIntrinsic Value
Balance Outstanding at December 31, 202370,454$28.84$191
Granted——
Exercised(6,375)22.05
Forfeited——
Balance Outstanding at December 31, 202464,079$29.51$25
Granted——
Exercised(33,479)27.32
Forfeited——
Balance Outstanding at December 31, 202530,600$31.90$560

The following table provides information about the options outstanding at December 31, 2025:

OptionsWeightedWeighted
OutstandingExercise PriceAverage Remaining
Stock Option Planand Exercisableper shareLife (years)
Incentive Stock Options1,50021.270.2
Incentive Stock Options11,70030.001.2
Incentive Stock Options17,40034.102.2
ISO Total/Average30,600$31.901.7

The following table provides information about the restricted stock plan at December 31, 2025:

Weighted Average
Restricted SharesRestrictedGrant Date
SharesFair Value
Nonvested as of December 31, 202318,507$32.40
Granted26,00131.64
Vested(16,652)31.56
Forfeited—32.48
Nonvested as of December 31, 202427,856$32.53
Granted20,74838.01
Vested(27,801)31.81
Forfeited——
Nonvested as of December 31, 202520,803$33.11
Shares available for future grants under the Stock Plan at December 31, 2025206,792

Restricted shares awarded under the Stock Plan fully vest inone year for awards to Directors and ratably over three years for awards to other eligible employees. Compensation expense is based on the grant date fair value and was $819 thousand in 2025 and $634 in 2024. The amount of unrecognized compensation expense for restricted shares was $356 thousand at December 31, 2025.

Note 19. Deferred Compensation Agreement

The Bank has a Director’s Deferred Compensation Plan, whereby each director may voluntarily participate and elect each year to defer all or a portion of their Bank director’s fees. Each participant directs the investment of their own account among various publicly available mutual funds designated by the Bank’s Wealth Management department. Changes in the account balance beyond the amount deferred to the account are solely the result of the performance of the selected mutual fund. The Bank maintains an offsetting asset and liability for the deferred account balances and the annual expense is recorded as a component of directors’ fees as if it were a direct payment to the director. The Bank will not incur any expense when the account goes into payout.

Note 20. Shareholders’ Equity

The Board of Directors, from time to time, authorizes the repurchase of the Corporation’s $1.00 par value common stock. The repurchased shares will be held as Treasury shares available for issuance in connection with future stock dividends and stock splits, employee benefit plans, executive compensation plans, the Dividend Reinvestment Plan (DRIP) and other appropriate corporate purposes. The term of the repurchase plans is normallyone year. The Corporation held 229,823 and 283,610 treasury shares at cost at December 31, 2025 and 2024, respectively.

The following table provides information about the Corporation’s stock repurchase activity under an approved plan:

Shares Repurchased
Plan DateAuthorizedExpiration20252024
1/16/2025150,000 shares12/31/202519,300—

The Corporation’s DRIP allows for shareholders to purchase additional shares of the Corporation’s common stock by reinvesting cash dividends paid on their shares or through optional cash payments. The Corporation has authorized one million (1,000,000) shares of its currently authorized but not outstanding common stock to be issued under the plan or it may issue from Treasury shares. The DRIP added $1.2 million to capital during 2025. This total was comprised of $1.0 million from the reinvestment of quarterly dividends and $213 thousand of optional cash purchases. During 2025,29,687 shares of common stock were purchased through the DRIP and 128,518 shares remain to be issued. In December 2025, an open market repurchase plan was approved to repurchase 150,000 shares over a one-year period.

Note 21. Commitments and Contingencies

In the normal course of business, the Bank is a party to financial instruments that are not reflected in the accompanying financial statements and are commonly referred to as off-balance-sheet instruments. These financial instruments are entered into primarily to meet the financing needs of the Bank’s customers and include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk not recognized in the consolidated balance sheet.

The Corporation’s exposure to credit loss in the event of nonperformance by other parties to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contract or notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments.

The Bank had the following outstanding commitments as of December 31:

(Dollars in thousands)
Financial instruments whose contract amounts represent credit risk20252024
Commercial commitments to extend credit$300,228$328,806
Consumer commitments to extend credit (secured)153,183135,776
Consumer commitments to extend credit (unsecured)7,0835,352
$460,494$469,934
Standby letters of credit$29,880$28,815
ACL - Unfunded Commitments (1)$1,899$2,030
(1) Reported in Other Liabilities on the Consolidated Balance Sheets

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses with the exception of home equity lines and personal lines of credit and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank, is based on Management’s credit evaluation of the counterparty. Collateral for most commercial commitments varies but may include accounts receivable, inventory, property, plant, and equipment, and income-producing commercial properties. Collateral for secured consumer commitments consists of liens on residential real estate.

Standby letters of credit are instruments issued by the Bank, which guarantee the beneficiary payment by the Bank in the event of default by the Bank’s customer in the nonperformance of an obligation or service. Most standby letters of credit are extended forone year periods. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank holds collateral supporting the majority of those commitments for which collateral is deemed necessary primarily in the form of certificates of deposit and liens on real estate. Management believes that the proceeds obtained through a liquidation of such collateral would be sufficient to cover the maximum potential amount of future payments required under the corresponding guarantees.

Most of the Bank’s business activity is with customers located within its primary market and does not involve any significant concentrations of credit to any one entity or industry.

The nature of the Corporation’s business generates a certain amount of litigation.

We establish accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and the amount of the loss can be reasonably estimated. When we are able to do so, we also determine estimates of probable losses, whether in excess of any accrued liability or where there is no accrued liability.

These assessments are based on our analysis of currently available information and are subject to significant judgment and a variety of assumptions and uncertainties. As new information is obtained, we may change our assessments and, as a result, take or adjust the amounts of our accruals and change our estimates of possible losses or ranges of possible losses. Due to the inherent subjectivity of the assessments and the unpredictability of outcomes of legal proceedings, any amounts that may be accrued or included in estimates of probable losses or ranges of probable losses may not represent the actual loss to the Corporation from any legal proceeding. Our exposure and ultimate losses may be higher, possibly significantly higher, than amounts we may accrue or amounts we may estimate.

In management’s opinion, we do not anticipate, at the present time, that the ultimate aggregate liability, if any, arising out of all litigation to which the Corporation is a party will have a material adverse effect on our financial position. We cannot now determine, however, whether or not any claim asserted against us will have a material adverse effect on our results of operations in any future reporting period, which will depend on, amount other things, the amount of loss resulting from the claim and the amount of income otherwise reported for the reporting period. Thus, at December 31, 2025, we are unable to provide an evaluation of the likelihood of an unfavorable outcome or an estimate of the amount or range of potential loss with respect to such other matters and, accordingly, have not yet established any specific accrual for such other matters.

No material proceedings are pending or are known to be threatened or contemplated against us by governmental authorities.

In management’s opinion, there are no other proceedings pending to which the Corporation is a party or to which its property is subject which, if determined adversely to the Corporation, would be material.

Note 22. Fair Value Measurements and Fair Values of Financial Instruments

Management uses its best judgment in estimating the fair value of the Corporation’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Corporation could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective year-ends and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates maybe different than the amounts reported at each year-end.

FASB ASC Topic 820, “Financial Instruments”, requires disclosure of the fair value of financial assets and liabilities, including those financial assets and liabilities that are not measured and reported at fair value on a recurring and nonrecurring basis. The Corporation does not report any nonfinancial assets at fair value. FASB ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC Topic 820 are as follows:

Level 1: Valuation is based on unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. There may be substantial differences in the assumptions used for securities within the same level. For example, prices for U.S. Agency securities have fewer assumptions and are closer to level 1 valuations than the private label mortgage-backed securities that require more assumptions and are closer to level 3 valuations.

Level 3: Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Corporation’s assumptions regarding what market participants would assume when pricing a financial instrument.

An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The level within the hierarchy does not represent risk.

The following information regarding the fair value of the Corporation’s financial instruments should not be interpreted as an estimate of the fair value of the entire Corporation since a fair value calculation is only provided for a limited portion of the Corporation’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Corporation’s disclosures and those of other companies may not be meaningful.

The following methods and assumptions were used to estimate the fair values of the Corporation’s financial instruments measured at fair value on a recurring and nonrecurring basis at December 31, 2025 and 2024.

Equity Securities: Equity securities are valued using quoted market prices from nationally recognized markets (Level 1). Equity securities are measured at fair value on a recurring basis.

Investment securities: Fair values of investment securities available-for-sale were primarily measured using information from a third-party pricing service. This service provides pricing information by utilizing evaluated pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data from market research publications. Level 2 investment securities are primarily comprised of debt securities issued by states and municipalities, corporations, mortgage-backed securities issued by government agencies, and government-sponsored enterprises. Fair values were estimated primarily by obtaining quoted prices for similar assets in active markets or through the use of pricing models. Investment securities are measured at fair value on a recurring basis.

Collateral Dependent Loans: The fair value of collateral dependent loans with specific allocations of the allowance for credit losses is generally based on recent real estate appraisals conducted by an independent, licensed appraiser, less cost to sell. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach (Level 2). If the appraiser makes an adjustment to account for differences between the comparable sales and income data available for similar loans, or if management adjusts the appraised value, then the fair value is considered Level 3. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Collateral dependent loans are evaluated on a quarterly basis for additional impairment and adjusted in accordance with the allowance policy. No partial charge-offs on these loans were taken in 2025. Collateral dependent loans are measured at fair value on a nonrecurring basis.

Derivatives: The fair value of derivatives are based on valuation methods using observable market data as of the measurement data (Level 2). The fair value of derivatives are determined using quantitative models using multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates and other factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources including, brokers, market transactions and third-party pricing services. The fair value represents an estimate of the amount the Corporation would receive or pay to terminate the derivative contract.

Other Real Estate Owned: Assets acquired through or instead of loan foreclosure are initially recorded at the lower of cost or the fair value less costs to sell when acquired. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach with data from comparable properties (Level 2). If the appraiser makes an adjustment to account for differences between the comparable sales and income data available for similar loans, or if management adjusts the appraised value, then the fair value is considered Level 3. In connection with the measurement and initial recognition of other real estate owned, losses are recognized through the allowance for loan losses. Subsequent charge-offs are recognized as an expense. Other real estate owned properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Fair Value Measurements

The following table presents assets measured at fair value and the basis of measurement used for the periods presented:

(Dollars in Thousands)Fair Value at December 31, 2025
Asset DescriptionBasisLevel 1Level 2Level 3Total
Available for sale:
U.S. Treasury33,263——33,263
Municipal—137,839—137,839
Corporate—14,675—14,675
Agency MBS & CMO—129,860—129,860
Non-Agency MBS & CMO—111,668—111,668
Asset-backed27,281—27,281
Total available for sale securitiesRecurring$33,263$421,323$—$454,586
Collateral dependent loans (1)Nonrecurring——6,2276,227
DerivativesRecurring—124—124
(Dollars in Thousands)Fair Value at December 31, 2024
Asset Description · Level 1 · Level 2 · Level 3 · Total
Equity securities, at fair valueRecurring$166$—$—$166
Available for sale:
U.S. Treasury31,797——31,797
Municipal—133,592—133,592
Corporate—24,224—24,224
Agency MBS & CMO—138,742—138,742
Non-Agency MBS & CMO—149,170—149,170
Asset-backed31,07931,079
Total available for sale securitiesRecurring$31,963$476,807$—$508,770
Collateral dependent loans (1)Nonrecurring——380380
DerivativesRecurring—2,275—2,275

(1)Collateral dependent loans are reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. Collateral values are estimated using Level 3 inputs based on customized discounting criteria.

The Corporation didnot record any liabilities at fair value for which measurement of the fair value was made on a nonrecurring basis at December 31, 2025 and 2024. For financial assets and liabilities measured at fair value on a recurring basis, there were no transfers of financial assets or liabilities between Level 1 and Level 2 during the period ending December 31, 2025 and 2024.

‎

The following table presents additional quantitative information about Level 3 fair value measurements for assets measured at fair value on a nonrecurring basis at December 31, 2025 and 2024.

(Dollars in Thousands)Quantitative Information about Level 3 Fair Value Measurements
Range
December 31, 2025 · Fair Value · Valuation Technique · Unobservable Input · (Weighted Average)
Collateral Dependent$6,227AppraisalAppraisal Adjustment on
Real estate assets20%
Cost to sell10%
Collateral Dependent (1)$-AppraisalBusiness assets100%
Cost to sell0%
Range
December 31, 2024Fair ValueValuation TechniqueUnobservable Input(Weighted Average)
Collateral Dependent$380AppraisalAppraisal Adjustment on
Real estate assets100% (100%)
Cost to sell10%

(1)This loan has a carrying value of $290 thousand and a specific reserve of $290 thousand.

The carrying amounts and estimated fair value of financial instruments not carried at fair value are as follows:

December 31, 2025
Carrying · Fair
(Dollars in thousands) · Amount · Value · Level 1 · Level 2 · Level 3
Financial assets, carried at cost:
Cash and cash equivalents$127,721$127,721$127,721$—$—
Long-term interest-earnings deposits in other banks999999999
Loans held for sale18,92919,161—19,161—
Net loans1,540,5831,537,281——1,537,281
Accrued interest receivable8,0848,084——8,084
Financial liabilities:
Deposits$1,835,772$1,835,884$—$1,835,884$—
FHLB Advances200,000201,732201,732
Subordinate notes10,8459,532—9,532—
Accrued interest payable3,8523,852—3,852—
December 31, 2024
Carrying · Fair
(Dollars in thousands)AmountValueLevel 1Level 2Level 3
Financial assets, carried at cost:
Cash and cash equivalents$203,613$203,613$203,613$—$—
Long-term interest-earnings deposits in other banks1,4991,4991,499
Loans held for sale2,4702,470—2,470—
Net loans1,380,4241,351,450——1,351,450
Accrued interest receivable7,3487,348——7,348
Financial liabilities:
Deposits$1,815,647$1,814,479$—$1,814,479$—
FHLB Advances200,000200,883200,883
Subordinate notes19,69918,032—18,032—
Accrued interest payable4,6894,689—4,689—

Note 23. Parent Company (Franklin Financial Services Corporation) Condensed Financial Information

Balance Sheets

(Dollars in thousands)20252024
Assets:
Cash and cash equivalents$173$9,137
Investment securities—166
Equity investment in subsidiaries184,590153,410
Other assets1,4001,704
Total assets$186,163164,417
Liabilities:
Subordinate notes$10,845$19,699
Other liabilities762
Total liabilities10,92119,701
Shareholders' equity175,242144,716
Total liabilities and shareholders' equity$186,163$164,417

Statements of Income

(Dollars in thousands)20252024
Income:
Dividends from Bank subsidiary$7,350$5,956
Change in fair value of equity securities(7)209
Dividends—7
7,3436,172
Expenses:
Interest expense1,2811,050
Operating expenses2,2611,932
Income before income taxes and equity in undistributed income‎ of subsidiaries3,8013,190
Income tax benefit817568
Equity in undistributed income of subsidiaries16,6087,341
Net income21,22611,099
Other comprehensive income/(loss) of subsidiary13,9195,432
Comprehensive income (loss)$35,145$16,531

Statements of Cash Flows

(Dollars in thousands)20252024
Cash flows from operating activities
Net income$21,226$11,099
Adjustments to reconcile net income to net cash provided
by operating activities:
Equity in undistributed (income) of subsidiary(16,608)(7,341)
Stock option compensation819634
Change in fair value of equity security7(209)
Increase in other assets/liabilities30(531)
Net cash provided by operating activities5,4743,652
Cash flows from financing activities
Dividends paid(5,845)(5,629)
Redemption of subordinate notes(9,000)—
Cash received from option exercises286122
Common stock issued under dividend reinvestment plan1,2251,749
Treasury stock purchase(1,104)(827)
Net cash (used in) provided by financing activities(14,438)(4,585)
(Decrease) increase in cash and cash equivalents(8,964)(933)
Cash and cash equivalents as of January 19,13710,070
Cash and cash equivalents as of December 31$173$9,137

Note 24. Revenue Recognition

All of the Corporation’s revenue from contracts with customers within the scope of ASC 606 is recognized in non-interest income as presented in our consolidated statements of income. Revenue generating activities that fall within the scope of ASC 606 are described as follows:

Wealth Management Fees - these represent fees from wealth management (assets under management), fees from the management and settlement of estates and commissions from the sale of investment and insurance products. Asset management fees are generally assessed based on a tiered fee schedule, based on the value of assets under management, and are recognized monthly when the service obligation is completed. Fees for estate management services are based on the estimated fair value of the estate. These fees are generally recognized monthly over an 18-month period that Management has determined to represent the average time to fulfill the performance obligations of the contract. Management has the discretion to adjust this time period as needed based upon the nature and complexity of an individual estate. Commissions from the sale of investment and insurance products are recognized upon the completion of the transaction.

The following table presents Wealth Management Fees for December 31, 2025 and 2024:

For the Twelve Months Ended
(Dollars in thousands)December 31,
Wealth Management Fees20252024
Asset Management Fees$8,420$7,760
Estate Management Fees458508
Commissions291270
Total$9,169$8,538

Loan Service Charges – these represent fees on loans for services or charges that occur after the loan has been booked, for example, late payment fees. All of these fees are transactional in nature and are recognized upon completion of the transaction which represents the performance obligation.

Deposit Service Charges and Fees – these represent fees from deposit customers for transaction based, account maintenance, and overdraft services. Transaction based fees include, but are not limited to, stop payment fees and overdraft fees. These fees are recognized at the time of the transaction when the performance obligation has been fulfilled. Account maintenance fees and account analysis fees are earned over the course of a month, representing the period of the performance obligation, and are recognized monthly.

Debit Card Income – this represents interchange fees from cardholder transactions conducted through the card payment network. Cardholders use the debit card to conduct point-of-sale transactions that produce interchange fees. The fees are transaction based and the fee is recognized with the processing of the transaction. These fees are reported net of cardholder rewards.

Other Service Charges and Fees – these are comprised primarily of merchant card fees, credit card fees, ATM surcharges and interchange fees and wire transfer fees. Merchant card fees represent fees the Bank earns from a third party for enrolling a customer in the processor’s program. Credit card fees represent a fee earned by the Bank for a successful referral to a card-issuing company. ATM surcharges and interchange fees are the result of Bank customers conducting ATM transactions that generate fee income and are processed through multiple card networks. All of these fees are transaction based and are recognized at the time of the transaction.

Other Income – these items are transactional in nature and recognized upon completion of the transaction which represents the performance obligation. Certain items included in this category may be excluded from the scope of ASC 606.

Gains/Losses on the Sale of Other Real Estate – these are recognized when control of the property transfers to the buyer.

Contract Balances–A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into longer-term revenue contracts with customers, and therefore, does not experience significant contract balances.

Contract Acquisition Costs–The Corporation expenses all contract acquisition costs as costs are incurred.

Note 25. Segment Reporting

The Corporation’s reportable segments are determined by the Chief Operating Officer of the Bank, who is the designated chief operating decision maker (CODM), based upon information provided about the Corporation’s products and services offered primarily between community banking and wealth management segments. The segments are also distinguished by the level of information provided to the CODM, who uses such information to review the performance of various components of the business, which are then aggregated if operating performance, products/services, and customer are similar. The CODM evaluates the financial performance of the Corporation’s business segments by evaluating revenue streams, significant expenses, and budget to actual results to assess the performance of the segments and to determine allocation of resources. This evaluation is also used to assess the performance of each segment to evaluate compensation of certain employees.

Community Banking Segment. Pretax profit or loss is used to assess the performance of this segment by monitoring net interest income, fee income and noninterest expense. In this segment, interest income on loans and securities, and banking service fees are the primary source of revenue. Interest expense, the provision for credit losses, and salaries and benefits are the primary expenses.

Wealth Management Segment. Pretax profit or loss is used to assess the performance of the this segment by monitoring fee income and operating expense, and by assets under management. In this segment, fees from assets under management are the primary source of revenue, while salaries and benefits are the primary expense.

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Year Ended December 31, 2025 · Year Ended December 31, 2024
Reportable SegmentsReportable Segments
(Dollars in thousands)WealthCommunity BankingConsolidated TotalWealthCommunity BankingConsolidated Total
Interest income - loans, including fees$—$87,226$87,226$—$73,996$73,996
Interest income - investments—19,50419,504—18,21118,218
Interest income - interest-earning deposits in other banks—7,6417,641—9,2379,237
Wealth fee income9,169—9,1698,538—8,538
Total segment income$9,169$114,371$123,540$8,538$101,444$109,989
Reconciliation of revenue
Other revenue - not allocated to a segment10,0075,141
Total consolidated revenue$133,547$115,130
Less:
Interest expense - deposits$—$34,694$34,694$—$30,906$30,906
Interest expense - other borrowings—8,75010,031—11,98113,031
Provision for credit losses—2,8992,899—1,9831,983
Salary and benefit expense4,01831,31135,3293,82928,92332,752
Segment profit$5,151$36,717$50,594$4,709$27,651$36,458
Other expenses - not allocated to a segment24,32723,143
Income before taxes$26,267$13,315
Other segment disclosures
Net occupancy$482$4,300$4,782$524$4,059$4,583
Data processing$185$5,932$6,117$198$5,606$5,804
Total assets for reportable segments$1,413$2,236,154$2,239,018$1,555$2,194,365$2,197,841

Note 26. Tax Credit Investments

The Corporation has investedin various solar tax credit limited partnerships or LLCs. These partnerships develop, build and operate solar renewable energy projects. Over the course of these investments, the Corporation expects to receive federal tax credits, tax-related benefits and excess cash distributions, if available. At December 31, 2025, the balance of these investments was ($312) thousand. The Corporation has no unfunded commitments to these projects.

During the years ended December 31, 2025 and 2024, the Corporation recognized other income, net of amortization of $356 thousand and $447 thousand, respectively, reported in Other Noninterest Income on the consolidated statements of income. Additionally, the Corporation recognized $19 thousand in federal income tax credits for 2025 and $122 thousand for 2024. The tax benefits from these investments is generally recognized over six years.

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