C & F FINANCIAL CORP
For the period ended Dec 31, 2025. Filed Mar 3, 2026.
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FY2025 · Filed Mar 3, 2026
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · December 31, | |||||||
| (Dollars in thousands, except per share amounts) · · 2025 · · 2024 · | |||||||
| Assets | | | | | | | |
| Cash and due from banks | | $13,622 | | $16,163 | | ||
| Interest-bearing deposits in other banks | | 65,510 | | 49,423 | | ||
| Total cash and cash equivalents | | 79,132 | | 65,586 | | ||
| Securities—available for sale at fair value, amortized cost of $471,036 and $448,616, respectively | | 458,111 | | 418,625 | | ||
| Loans held for sale, at fair value | | 40,911 | | 20,112 | | ||
| Loans, net of allowance for credit losses of $39,677 and $40,087, respectively | | 2,014,899 | | 1,880,311 | | ||
| Restricted stock, at cost | | 3,680 | | 3,592 | | ||
| Corporate premises and equipment, net | | 39,200 | | 40,118 | | ||
| Other real estate owned, net of valuation allowance of $215 and $215, respectively | | 1,316 | | 1,316 | | ||
| Accrued interest receivable | | 11,726 | | 10,592 | | ||
| Goodwill | | 25,191 | | 25,191 | | ||
| Other intangible assets, net | | 909 | | 1,147 | | ||
| Bank-owned life insurance | | | 21,808 | | | 21,191 | |
| Net deferred tax asset | | | 14,039 | | | 17,719 | |
| Other assets | | 57,572 | | 57,874 | | ||
| Total assets | | $2,768,494 | | $2,563,374 | | ||
| | | | | | | | |
| Liabilities | | | | | | | |
| Deposits | | | | | | | |
| Noninterest-bearing demand deposits | | $543,673 | | $526,069 | | ||
| Savings, money market and interest-bearing demand deposits | | 905,683 | | 826,462 | | ||
| Time deposits | | 896,367 | | 818,329 | | ||
| Total deposits | | 2,345,723 | | 2,170,860 | | ||
| Short-term borrowings | | 20,000 | | 28,994 | | ||
| Long-term borrowings | | 67,842 | | 68,158 | | ||
| Trust preferred capital notes | | 25,493 | | 25,457 | | ||
| Accrued interest payable | | 3,745 | | 4,403 | | ||
| Other liabilities | | 43,343 | | 38,532 | | ||
| Total liabilities | | 2,506,146 | | 2,336,404 | | ||
| | | | | | | | |
| Commitments and contingent liabilities (Note 18) | | | | | | ||
| | | | | | | | |
| Equity | | | | | | | |
| Common stock ($1.00 par value, 8,000,000 shares authorized, 3,245,972 and 3,233,672 shares issued and outstanding, respectively, includes 100,578 and 119,778 of unvested shares, respectively) | | 3,145 | | 3,114 | | ||
| Additional paid-in capital | | 1,078 | | 36 | | ||
| Retained earnings | | 268,696 | | 247,814 | | ||
| Accumulated other comprehensive loss, net | | (11,166) | | (24,604) | | ||
| Equity attributable to C&F Financial Corporation | | | 261,753 | | | 226,360 | |
| Noncontrolling interest | | | 595 | | | 610 | |
| Total equity | | 262,348 | | 226,970 | | ||
| Total liabilities and equity | | $2,768,494 | | $2,563,374 | | ||
CONSOLIDATED STATEMENTS OF INCOME
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | ||||||||||
| (Dollars in thousands, except per share amounts) · · 2025 · · 2024 · · 2023 | ||||||||||
| Interest income | | | | | | | | | | |
| Interest and fees on loans | | $135,623 | | $127,089 | | $110,938 | | |||
| Interest on interest-bearing deposits in other banks | | 2,498 | | 1,374 | | 1,245 | | |||
| Interest and dividends on securities | | | | | | | | | | |
| U.S. treasury, government agencies and corporations | | 1,110 | | 1,682 | | 3,491 | | |||
| Mortgage-backed securities | | | 6,139 | | | 3,909 | | | 3,669 | |
| Tax-exempt obligations of states and political subdivisions | | | 3,903 | | | 3,568 | | | 2,844 | |
| Taxable obligations of states and political subdivisions | | 770 | | 739 | | 726 | | |||
| Corporate and other | | 1,456 | | 1,233 | | 1,224 | | |||
| Total interest income | | 151,499 | | 139,594 | | 124,137 | | |||
| Interest expense | | | | | | | | | | |
| Savings and interest-bearing deposits | | 8,365 | | 6,594 | | | 5,275 | | ||
| Time deposits | | 31,093 | | 31,465 | | 15,112 | | |||
| Borrowings | | 4,402 | | 3,429 | | 4,850 | | |||
| Trust preferred capital notes | | 1,429 | | 1,331 | | 1,193 | | |||
| Total interest expense | | 45,289 | | 42,819 | | 26,430 | | |||
| Net interest income | | 106,210 | | 96,775 | | 97,707 | | |||
| Provision for credit losses | | 11,550 | | 13,250 | | 8,275 | | |||
| Net interest income after provision for credit losses | | 94,660 | | 83,525 | | 89,432 | | |||
| Noninterest income | | | | | | | | | | |
| Gains on sales of loans | | 7,979 | | 6,064 | | 5,780 | | |||
| Interchange income | | | 6,286 | | | 6,178 | | | 6,187 | |
| Service charges on deposit accounts | | 4,113 | | 4,288 | | 4,330 | | |||
| Investment income from other equity interests | | | 741 | | | 960 | | | 677 | |
| Mortgage banking fee income | | 2,925 | | 2,286 | | 2,110 | | |||
| Wealth management services income, net | | 3,103 | | 2,993 | | 2,564 | | |||
| Mortgage lender services income | | | 2,850 | | | 2,049 | | | 2,048 | |
| Other service charges and fees | | 2,073 | | 1,901 | | 1,643 | | |||
| Net losses on sales, maturities and calls of available for sale securities | | — | | — | | (5) | | |||
| Other income, net | | 4,561 | | 3,819 | | 4,281 | | |||
| Total noninterest income | | 34,631 | | 30,538 | | 29,615 | | |||
| Noninterest expenses | | | | | | | | | | |
| Salaries and employee benefits | | 56,776 | | 53,578 | | 54,876 | | |||
| Occupancy | | 8,802 | | 8,397 | | 7,993 | | |||
| Data processing | | | 11,962 | | | 11,314 | | | 10,874 | |
| Professional fees | | | 3,699 | | | 3,611 | | | 2,752 | |
| Insurance expense | | | 1,721 | | | 1,832 | | | 1,659 | |
| Marketing and advertising expenses | | | 2,363 | | | 1,213 | | | 1,548 | |
| Loan processing and collection expenses | | | 3,137 | | | 2,661 | | | 3,317 | |
| Other | | 7,760 | | 7,324 | | 6,864 | | |||
| Total noninterest expenses | | 96,220 | | 89,930 | | 89,883 | | |||
| Income before income taxes | | 33,071 | | 24,133 | | 29,164 | | |||
| Income tax expense | | 6,080 | | 4,215 | | 5,418 | | |||
| Net income | | | 26,991 | | | 19,918 | | | 23,746 | |
| Less net income attributable to noncontrolling interest | | 156 | | 84 | | 142 | | |||
| Net income attributable to C&F Financial Corporation | | $26,835 | | $19,834 | | $23,604 | | |||
| Net income per share - basic and diluted | | $8.29 | | $6.01 | | $6.92 | | |||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | ||||||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 · | ||||||||||
| Net income | | $26,991 | | $19,918 | | $23,746 | | |||
| Other comprehensive income (loss), net of tax: | | | | | | | | | | |
| Securities available for sale | | | 13,481 | | | 1,309 | | 10,182 | | |
| Defined benefit plan | | | 539 | | | 955 | | 484 | | |
| Cash flow hedges | | | (582) | | | (181) | | (395) | | |
| Other comprehensive income, net of tax | | | 13,438 | | | 2,083 | | 10,271 | | |
| Comprehensive income | | | 40,429 | | | 22,001 | | | 34,017 | |
| Less comprehensive income attributable to noncontrolling interest | | | 156 | | | 84 | | | 142 | |
| Comprehensive income attributable to C&F Financial Corporation | | $40,273 | | $21,917 | | $33,875 | | |||
CONSOLIDATED STATEMENTS OF EQUITY
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Attributable to C&F Financial Corporation · · · · · · · | |||||||||||||||||||
| · · · · · · · · · · · Accumulated · · · · · · | |||||||||||||||||||
| · · · · · Additional · · · · · Other · · · · · · | |||||||||||||||||||
| · · Common · · Paid - In · · Retained · · Comprehensive · · Noncontrolling · · Total | |||||||||||||||||||
| (Dollars in thousands, except per share amounts) · · Stock · · Capital · · Earnings · · Loss, Net · · Interest · · Equity | |||||||||||||||||||
| Balance December 31, 2022 | $3,331 | $12,047 | $217,214 | $(36,958) | | $599 | | $196,233 | | ||||||||||
| Adoption of ASC 326 | | | — | | | — | | | (1,072) | | | — | | | — | | | (1,072) | |
| Comprehensive income: | | | | | | | | | | | | | | | | | | | |
| Net income | | — | | — | | 23,604 | | — | | 142 | | 23,746 | | ||||||
| Other comprehensive income | | — | | — | | — | | 10,271 | | — | | 10,271 | | ||||||
| Share-based compensation | | — | | 1,994 | | — | | — | | — | | 1,994 | | ||||||
| Restricted stock vested | | 43 | | (43) | | — | | — | | — | | — | | ||||||
| Common stock issued | | 3 | | 188 | | — | | — | | — | | 191 | | ||||||
| Common stock purchased | | | (139) | | | (7,619) | | | — | | | — | | | — | | | (7,758) | |
| Cash dividends declared ($1.76 per share) | | — | | — | | (5,986) | | — | | — | | (5,986) | | ||||||
| Distributions to noncontrolling interest | | | — | | | — | | | — | | | — | | | (103) | | | (103) | |
| Balance December 31, 2023 | $3,238 | $6,567 | $233,760 | $(26,687) | $638 | | $217,516 | | |||||||||||
| Comprehensive income: | | | | | | | | | | | | | | | | | | | |
| Net income | | — | | — | | 19,834 | | — | | 84 | | 19,918 | | ||||||
| Other comprehensive income | | — | | — | | — | | 2,083 | | — | | 2,083 | | ||||||
| Share-based compensation | | — | | 1,923 | | — | | — | | — | | 1,923 | | ||||||
| Restricted stock vested | | 47 | | (47) | | — | | — | | — | | — | | ||||||
| Common stock issued | | 4 | | 179 | | — | | — | | — | | 183 | | ||||||
| Common stock purchased | | | (175) | | | (8,586) | | | — | | | — | | | — | | | (8,761) | |
| Cash dividends declared ($1.76 per share) | | — | | — | | (5,780) | | — | | — | | (5,780) | | ||||||
| Distributions to noncontrolling interest | | | — | | | — | | | — | | | — | | | (112) | | | (112) | |
| Balance December 31, 2024 | | $3,114 | | $36 | | $247,814 | | $(24,604) | $610 | | $226,970 | | |||||||
| Comprehensive income: | | | | | | | | | | | | | | | | | | | |
| Net income | | — | | — | | 26,835 | | — | | 156 | | 26,991 | | ||||||
| Other comprehensive income | | — | | — | | — | | 13,438 | | — | | 13,438 | | ||||||
| Share-based compensation | | — | | | 1,847 | | — | | — | | — | | 1,847 | | |||||
| Restricted stock vested | | 42 | | | (42) | | — | | — | | — | | — | | |||||
| Common stock issued | | 2 | | | 167 | | | — | | — | | — | | 169 | | ||||
| Common stock purchased | | | (13) | | | (930) | | | — | | | — | | | — | | | (943) | |
| Cash dividends declared ($1.84 per share) | | | — | | | — | | | (5,953) | | | — | | | — | | | (5,953) | |
| Distributions to noncontrolling interest | | | — | | | — | | | — | | | — | | | (171) | | | (171) | |
| Balance December 31, 2025 | | $3,145 | | $1,078 | | $268,696 | | $(11,166) | $595 | | $262,348 | | |||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | ||||||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 · | ||||||||||
| Operating activities: | | | | | | | | | | |
| Net income | | $26,991 | | $19,918 | | $23,746 | | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | |
| Provision for credit losses | | 11,550 | | 13,250 | | | 8,275 | | ||
| Accretion of certain acquisition-related discounts, net | | (338) | | (612) | | | (989) | | ||
| Share-based compensation | | 1,847 | | 1,923 | | | 1,994 | | ||
| Depreciation and amortization | | 3,923 | | 3,857 | | | 3,879 | | ||
| Amortization of premiums and accretion of discounts on securities, net | | (387) | | 1,270 | | | 1,493 | | ||
| Deferred income taxes | | | 154 | | | 474 | | | 902 | |
| Reversal of provision for indemnifications | | | (190) | | | (460) | | | (585) | |
| Income from bank-owned life insurance | | | (576) | | | (849) | | | (388) | |
| Pension expense | | | 719 | | | 882 | | | 925 | |
| Pension contribution | | | (1,000) | | | (1,000) | | | — | |
| Proceeds from sales of loans held for sale | | 666,740 | | 525,906 | | | 504,716 | | ||
| Origination of loans held for sale | | (677,719) | | (528,608) | | | (498,134) | | ||
| Gains on sales of loans held for sale | | | (7,979) | | | (6,064) | | | (5,780) | |
| Other gains, net | | | (303) | | | (126) | | | (44) | |
| Change in other assets and liabilities: | | | | | | | | | | |
| Accrued interest receivable | | (1,134) | | (194) | | | (1,416) | | ||
| Other assets | | 2,299 | | 7,676 | | | (1,641) | | ||
| Accrued interest payable | | (658) | | 910 | | | 2,543 | | ||
| Other liabilities | | 551 | | (1,387) | | | (685) | | ||
| Net cash provided by operating activities | | 24,490 | | 36,766 | | 38,811 | | |||
| Investing activities: | | | | | | | | | | |
| Proceeds from sales, maturities and calls of securities available for sale and payments on mortgage-backed securities | | 65,618 | | 100,601 | | | 100,812 | | ||
| Purchases of securities available for sale | | (87,652) | | (56,395) | | | (39,275) | | ||
| Proceeds from (purchases of) time deposits, net | | | 484 | | | 977 | | | (7) | |
| Repayments on loans held for investment by non-bank affiliates | | | 165,075 | | | 158,961 | | | 158,761 | |
| Purchases of loans held for investment by non-bank affiliates | | | (174,567) | | | (169,848) | | | (162,454) | |
| Net increase in community banking loans held for investment | | | (135,933) | | | (177,799) | | | (110,885) | |
| Purchases of corporate premises and equipment | | (2,329) | | (3,486) | | | (1,459) | | ||
| Other investing activities, net | | (51) | | 71 | | | (1,832) | | ||
| Net cash used in investing activities | | (169,355) | | (146,918) | | (56,339) | | |||
| Financing activities: | | | | | | | | | | |
| Net increase (decrease) in demand, savings and money market deposits | | 96,825 | | (40,400) | | | (229,634) | | ||
| Net increase in time deposits | | 78,038 | | 145,130 | | | 291,904 | | ||
| Net (decrease) increase in repurchase agreements and other short-term borrowings | | (28,994) | | (29,228) | | | 21,632 | | ||
| Proceeds from long-term borrowings | | | 40,000 | | | 40,000 | | | — | |
| Repayments of long-term borrowings | | | (20,000) | | | — | | | (4,000) | |
| Repurchases of common stock | | | (943) | | | (8,761) | | | (7,758) | |
| Cash dividends paid | | | (5,953) | | | (5,780) | | | (5,986) | |
| Other financing activities, net | | (562) | | (382) | | | (132) | | ||
| Net cash provided by financing activities | | 158,411 | | 100,579 | | 66,026 | | |||
| Net increase (decrease) in cash and cash equivalents | | 13,546 | | (9,573) | | 48,498 | | |||
| Cash and cash equivalents at beginning of period | | 65,586 | | 75,159 | | | 26,661 | | ||
| Cash and cash equivalents at end of period | | $79,132 | | $65,586 | | $75,159 | | |||
| Supplemental cash flow disclosures: | | | | | | | | | | |
| Interest paid | | $45,912 | | $41,874 | | $23,859 | | |||
| Income taxes paid | | 5,611 | | — | | 6,025 | | |||
| Supplemental disclosure of noncash investing and financing activities: | | | | | | | | | | |
| Transfers from corporate premises and equipment to other real estate owned | | $— | | $1,827 | | $— | | |||
| Adoption of new accounting standard | | | — | | | — | | | 1,072 | |
| Liabilities assumed to acquire right of use assets at lease commencement | | | 867 | | 2,730 | | 775 | | ||
| Transfers from loans held for sale to loans held for investment | | | 699 | | | 1,722 | | | 1,425 | |
NOTE****S TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: Summary of Significant Accounting Policies
Principles of Consolidation: The consolidated financial statements include the accounts of C&F Financial Corporation (the Corporation), its direct wholly-owned subsidiary, Citizens and Farmers Bank (the Bank or C&F Bank), and indirect subsidiaries that are wholly-owned or controlled. Subsidiaries that are less than wholly owned are fully consolidated if they are controlled by the Corporation or one of its subsidiaries, and the portion of any subsidiary not owned by the Corporation is reported as noncontrolling interest. All significant intercompany accounts and transactions have been eliminated in consolidation. In addition, the Corporation owns all of the common stock of C&F Financial Statutory Trust I, C&F Financial Statutory Trust II, and Central Virginia Bankshares Statutory Trust I, all of which are unconsolidated subsidiaries. The subordinated debt owed to these trusts is reported as liabilities of the Corporation. The accounting and reporting policies of the Corporation conform to accounting principles generally accepted in the United States of America (GAAP) and to predominant practices within the banking industry.
Nature of Operations: The Corporation is a bank holding company incorporated under the laws of the Commonwealth of Virginia. The Corporation owns all of the stock of its subsidiary, C&F Bank, which is an independent commercial bank chartered under the laws of the Commonwealth of Virginia.
C&F Bank hasfive wholly-owned subsidiaries: C&F Mortgage Corporation (C&F Mortgage), C&F Finance Company (C&F Finance), C&F Wealth Management Corporation (C&F Wealth Management), C&F Insurance Services, Inc. (C&F Insurance), and CVB Title Services, Inc. (CVB Title), all incorporated under the laws of the Commonwealth of Virginia. C&F Mortgage, organized in September 1995, originates and sells residential mortgages, provides mortgage loan origination services to third-party lenders and, through its subsidiary Certified Appraisals LLC, provides ancillary mortgage loan production services for residential appraisals. C&F Mortgage owns a 51 percent interest in C&F Select LLC, which was organized in January 2019 and is also engaged in the business of originating and selling residential mortgages. C&F Finance, acquired in September 2002, is a finance company purchasing automobile loans through indirect lending programs. C&F Wealth Management, organized in April 1995, is a full-service brokerage firm offering a comprehensive range of wealth management services through third-party service providers. C&F Insurance and CVB Title were organized for the primary purpose of owning equity interests in an independent insurance agency and a full service title and settlement agency, respectively. Business segment data is presented in Note 20.
Basis of Presentation: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and 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 credit losses and evaluation of goodwill for impairment. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the results of operations in these financial statements, have been made.
Reclassification: Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. None of these reclassifications are considered material.
Significant Group Concentrations of Credit Risk: States in which significant concentrations of the Corporation’s lending activities exist include Virginia, Georgia, Ohio, and Tennessee. At December 31, 2025,57 percent of the Corporation’s loan portfolio consisted of commercial loans, which include loans secured by real estate for builder lines, acquisition and development and commercial development, as well as commercial loans secured by personal property. In addition,23 percent of the Corporation’s loan portfolio consisted of consumer finance loans to individuals, secured by automobiles and marine and recreational vehicles (RVs). The Corporation does not have any significant loan concentrations to any one customer. Additional information about the Corporation’s lending activities is presented in Note 4.
Cash and Cash Equivalents: For purposes of the Consolidated Statements of Cash Flows, cash and cash equivalents include cash, balances due from banks, interest-bearing deposits in banks and federal funds sold, all of which mature within 90 days. At December 31, 2025 there was no minimum reserve requirement as a result of a rule adopted by the FRB in March 2020 eliminating the reserve requirement.
Securities: Investments in debt securities are classified as either held to maturity, available for sale, or trading, based on management’s intent. Currently all of the Corporation’s debt securities are classified as available for sale. Available for sale debt securities are carried at estimated fair value with the corresponding unrealized gains and losses recognized in other comprehensive income (loss). Gains or losses are recognized in net income on the trade date using the amortized cost of the specific security sold. Purchase premiums are recognized in interest income using the effective interest rate method over the period from purchase to maturity or, for callable securities, the earliest call date, and purchase discounts are recognized in the same manner from purchase to maturity.
Impairment of debt securities occurs when the fair value of a security is less than its amortized cost. The Corporation has elected to exclude accrued interest receivable from the amortized cost basis. For debt securities available for sale, impairment is recognized in its entirety in net income if either (i) we intend to sell the security or (ii) it is more-likely-than-not that we will be required to sell the security before recovery of its amortized cost basis. If, however, the Corporation does not intend to sell the security and it is not more-likely-than-not that the Corporation will be required to sell the security before recovery, the Corporation evaluates unrealized losses to determine whether a decline in fair value below amortized cost basis is a result of a credit loss, which occurs when the amortized cost basis of the security exceeds the present value of the cash flows expected to be collected from the security, or other factors such as changes in market interest rates. If a credit loss exists, an allowance for credit losses is recorded that reflects the amount of the impairment related to credit losses, limited by the amount by which the security’s amortized cost basis exceeds its fair value. Changes in the allowance for credit losses are recorded in net income in the period of change and are included in provision for credit losses. Changes in the fair value of debt securities available for sale not resulting from credit losses are recorded in other comprehensive income (loss). The Corporation regularly reviews unrealized losses in its investments in securities and cash flows expected to be collected from impaired securities based on criteria including the extent to which market value is below amortized cost, the financial health of and specific prospects for the issuer, the Corporation’s intention with regard to holding the security to maturity and the likelihood that the Corporation would be required to sell the security before recovery.
Loans Held for Sale: The Corporation has elected to use a fair value accounting option for loans originated for resale by its mortgage banking segment. These loans are classified as loans held for sale (LHFS) and are measured at fair value in accordance with Accounting Standards Codification (ASC) Topic 820 -Fair Value Measurement, with changes in fair value reported in net income as a component of “Gains on sales of loans.” Substantially all loans originated by the mortgage banking segment are held for sale to outside investors.
Loans Held for Investment: The Corporation makes mortgage, commercial and consumer loans to customers. The Corporation’s recorded investment in loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally is reported at the unpaid principal balances adjusted for charges-offs, unearned discounts, any deferred fees or costs on originated loans, and the allowance for credit losses. The Corporation has elected to exclude accrued interest receivable from the amortized cost basis. Interest on loans is credited to operations based on the principal amount outstanding. Loan fees and origination costs are deferred and the net amount is amortized as an adjustment of the related loan’s yield using the level-yield method. The Corporation is amortizing these amounts over the estimated life of the related loans.
Loans acquired in a business combination are recorded at estimated fair value on the date of acquisition. In the case of loans that have experienced more than insignificant deterioration in credit quality since origination as of the acquisition date, the loan’s amortized cost basis is increased above estimated fair value by the amount of expected credit losses as of the acquisition date, and a corresponding allowance for credit losses is also recorded. Any remaining non-credit discount or premium for such purchased loans with credit deterioration (or PCD loans) and any fair value discount or premium for non-PCD loans is accreted or amortized as an adjustment to yield over the estimated lives of the loans using the level-yield method. No allowance for credit losses was established for non-PCD loans at acquisition date as part of a business combination. Subsequent to a business combination, an allowance for credit losses for non-PCD loans was established
through charges to earnings in the form of a provision for credit losses. Subsequent to the adoption of ASU 2025-08 as discussed in Note 2, all non-PCD loans (excluding credit cards) that are acquired in a business combination are deemed to be purchased seasoned loans (or PSL loans) and are accounted for similarly as PCD loans.
A loan’s past due status is based on the contractual due date of the most delinquent payment due. Loans are generally placed on nonaccrual status when the collection of principal or interest is 90 days or more past due, or earlier, if collection is uncertain based on an evaluation of the net realizable value of the collateral and the financial strength of the borrower. Any accrued interest receivable on loans placed on nonaccrual status is reversed by an adjustment to interest income. Loans greater than 90 days past due may remain on accrual status if management determines it has adequate collateral to cover the principal and interest. For those loans that are carried on nonaccrual status, payments are first applied to principal outstanding. A loan may be returned to accrual status if the borrower has demonstrated a sustained period of repayment performance in accordance with the contractual terms of the loan and there is reasonable assurance the borrower will continue to make payments as agreed. These policies are applied consistently across our loan portfolio.
In the ordinary course of business, the Corporation has entered into commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the Consolidated Balance Sheets when they are funded.
Allowance for Credit Losses on Loans: The allowance for credit losses on loans is established through charges to earnings in the form of a provision for credit losses. Loan losses are charged against the allowance for credit losses for the difference between the carrying value of the loan and the estimated net realizable value or fair value of the collateral, if collateral dependent, when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance.
The allowance represents management’s current estimate of expected credit losses over the contractual term of loans held for investment, and is recorded at an amount that, in management’s judgment, reduces the recorded investment in loans to the net amount expected to be collected. No allowance for credit loss is recorded on accrued interest receivable and amounts written-off are reversed by an adjustment to interest income. Management’s judgment in determining the level of the allowance is based on evaluations of historical loan losses, current conditions and reasonable and supportable forecasts relevant to the collectability of loans. Loans that share common risk characteristics are evaluated collectively using a discounted cash flow approach for all loans except for overdraft balances, which are evaluated using a loss rate approach. The discounted cash flow approach used by the Corporation utilizes loan-level cash flow projections and pool-level assumptions.
For commercial (except for loans to states and political subdivisions) and consumer loans, cash flow projections and estimated expected losses are based in part on twelve-month forecasts of the national unemployment rate that are reasonable and supportable and external observations of historical loan losses. Forecasts of the national unemployment rate are derived from the Federal Open Markets Committee of the Federal Reserve Board and incorporated into the estimate of expected credit losses using a statistical regression analysis. For periods beyond those for which reasonable and supportable forecasts are available, projections are based on a reversion of the national unemployment rate from the last forecast to a historical average level over the following six months. Cash flow projections and estimated expected losses for loans to states and political subdivisions are based on external loss observations for state and municipal debt obligations. For consumer finance loans, cash flow projections and estimated expected losses reflect historical average loss experience based on internal observations for auto loans and based on external loss observations for marine and RV loans.
Management’s estimate of the allowance for credit losses on loans that are collectively evaluated also includes a qualitative assessment of available information relevant to assessing collectability that is not captured in the loss estimation process. Factors considered by management include changes and expected changes in general market, economic and business conditions; the nature and volume of the loan portfolio; the volume and severity of delinquencies and adversely classified loan balances and the value of underlying collateral. This evaluation is inherently subjective, as it requires estimates that
are susceptible to significant revision as more information becomes available. The evaluation also considers the following risk characteristics that are inherent in the loan portfolio:
| ● | Commercial loans are comprised of mortgage loans on commercial real estate, real estate acquisition, development and constructions loans, and other business lending, and carry risks associated with the successful operation of a business or a real estate project and changes in the value of collateral. In addition to other risks associated with the ownership of real estate, the repayment of these loans may be dependent upon the profitability and cash flows of the business or project. Construction loans, which include loans to individuals for the construction of a residence that generally will be occupied by the borrower, also bear the risk that the general contractor, who may or may not be a loan customer, may be unable to finish the construction project as planned because of financial pressure unrelated to the project. In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time and cannot be appraised with as much precision. |
| ● | Consumer loans are comprised primarily of residential mortgage loans and home equity lines secured by residential real estate and carry risks associated with the continued credit-worthiness of the borrower and changes in the value of the collateral. |
| ● | Consumer finance loans are comprised of indirect financing for purchases of automobiles and marine and RVs and carry risks associated with the continued credit-worthiness of the borrower and changes in the value of the collateral, which are typically rapidly-depreciating vehicles. Consumer finance loans are more likely than real estate loans to be immediately adversely affected by job loss, divorce, illness or personal bankruptcy. |
Loans that do not share common risk characteristics with other loans are evaluated individually and are not included in the collective analysis. The allowance for credit losses on loans that are individually evaluated may be estimated based on their expected cash flows, or, in the case of loans for which repayment is expected substantially through the operation or sale of collateral when the borrower is experiencing financial difficulty, may be measured based on the fair value of the collateral less estimated costs to sell.
Commercial and consumer loans are assigned loan classification ratings based on their credit quality and risk of loss. These loan ratings are reviewed on a quarterly basis and updated as new information becomes available. The characteristics of these loan ratings are as follows:
| ● | Pass rated loans are to persons or business entities with an acceptable financial condition, appropriate collateral margins, appropriate cash flow to service the existing loan, and an appropriate leverage ratio. The borrower has paid all obligations as agreed and it is expected that this type of payment history will continue. When necessary, acceptable personal guarantors support the loan. |
| ● | Special mention loans have a specific, identified weakness in the borrower’s operations and in the borrower’s ability to generate positive cash flow on a sustained basis. The borrower’s recent payment history may be characterized by late payments. The Corporation’s risk exposure is mitigated by collateral supporting the loan. The collateral is considered to be well-margined, well-maintained, accessible and readily marketable. |
| ● | Substandard loans are considered to have specific and well-defined weaknesses that jeopardize the viability of the Corporation’s credit extension. The payment history for the loan has been inconsistent and the expected or projected primary repayment source may be inadequate to service the loan. The estimated net liquidation value of the collateral pledged and/or ability of the personal guarantor(s) to pay the loan may not adequately protect the Corporation. There is a distinct possibility that the Corporation will sustain some loss if the deficiencies associated with the loan are not corrected in the near term. |
| ● | Substandard nonaccrual loans have the same characteristics as substandard loans, however, they have a nonaccrual classification because it is probable that the Corporation will not be able to collect all amounts due. |
| ● | Doubtful rated loans have all the weaknesses inherent in a loan that is classified substandard but 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. The possibility of loss is extremely high. |
| ● | Loss rated loans are not considered collectible under normal circumstances and there is no realistic expectation for any future payment on the loan. Loss rated loans are fully charged off. |
For consumer finance loans, the Corporation utilizes credit scores based on the methods developed and defined by the Fair Isaac Corporation (FICO) as a key indicator of the risk of loss to manage the portfolio and estimate the allowance for credit losses. A FICO Score is a three-digit number based on the information in an applicant’s credit reports. It helps lenders determine how likely an applicant is to repay a loan. This, in turn, affects the loan amount that may be approved, repayment terms, and interest rate. Consumer finance loans are assigned a credit rating based on borrowers’ credit scores at the time of origination and are categorized within ranges of credit ratings used internally that parallel FICO Score rating bands. The Corporation monitors the consumer finance loan portfolio by past due status (refer to Note 3) and by credit rating at the time of origination, which the Corporation believes serves as a relevant indicator of aggregate credit quality and risk of loan defaults in the portfolio based upon the use of FICO Scores over time for loan approval decisions and through experience analyzing loss patterns. The characteristics of these credit ratings and our thresholds are as follows:
| ● | Very Good (>739) and Good (670-739) credit rated borrowers are near or above the average FICO Score of consumers. Borrowers generally have limited to no prior credit difficulties or have shown extensive creditworthiness over a recent period of time. |
| ● | Fairly Good (625-669) and Fair (580-624) credit rated borrowers are approaching or slightly below the average FICO Score of consumers but typically have a credit profile acceptable to most lenders. Borrowers may have experienced minor credit difficulties or have a relatively limited credit history. |
| ● | Marginal (<580) credit rated borrowers are well below the average FICO Score of consumers. Borrowers may have limited access to traditional financing due to having experienced prior credit difficulties or have a limited credit history. The risk of future charge-offs is higher. |
Reserve for Unfunded Commitments: The Corporation records a reserve, reported in other liabilities, for expected credit losses on commitments to extend credit that are not unconditionally cancelable by the Corporation. The reserve for unfunded commitments is measured based on the principles utilized in estimating the allowance for credit losses on loans and an estimate of the amount of unfunded commitments expected to be advanced. Changes in the reserve for unfunded commitments are recorded through the provision for credit losses.
Allowance for Indemnifications: The allowance for indemnifications is established through charges to earnings in the form of a provision for indemnifications, which is included in other noninterest expenses. A loss is charged against the allowance for indemnifications when a purchaser of a loan (investor) sold by the mortgage banking segment incurs a validated indemnified loss due to borrower misrepresentation, fraud, early payment default or underwriting error.
The allowance represents an amount that, in management’s judgment, will be adequate to absorb any losses that are probable of arising from valid indemnification requests for loans that have been sold by the mortgage banking segment. Management’s judgment in determining the level of the allowance is based on the volume of loans sold, historical experience, current economic conditions, changes in operational and compliance processes, and information provided by investors. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.
Other Real Estate Owned (OREO): Assets acquired through, or in lieu of, foreclosure are held for sale and are initially recorded at fair value less estimated costs to sell at the date of foreclosure. Physical possession of residential real estate securing consumer mortgage loans occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or similar legal agreement. Subsequent to foreclosure, management periodically performs valuations of the foreclosed assets based on
updated appraisals, general market conditions, recent sales of similar properties, length of time the properties have been held, and our ability and intention with regard to continued ownership of the properties. The Corporation may incur additional write-downs of foreclosed assets to fair value less estimated costs to sell if valuations indicate a further deterioration in market conditions. Revenue and expenses from operations and changes in the property valuations are included in other noninterest expenses and improvements are capitalized.
The Corporation records a gain/loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Corporation finances the sale of OREO to the buyer, the Corporation assesses whether the buyer is committed to perform the obligations under the contract and whether collectability of the transaction price is probable. In determining the gain/loss on the sale, the Corporation adjusts the transaction price and the related gain/loss on sale if a significant financing component is present.
Repossessed Assets: Repossessed assets primarily consist of vehicles repossessed by C&F Finance due to borrowers’ payment defaults. The repossession process is generally initiated after a loan becomes more than 60 days delinquent. Most customers have an opportunity to redeem their repossessed vehicles by paying all outstanding balances, including finance charges and fees. Vehicles that are not redeemed within a prescribed waiting period following repossession are then reclassified from loans to repossessed assets available-for-sale (included in other assets) and recorded initially at fair value less estimated costs to sell. The difference between the carrying amount of each loan and the fair value of the vehicle (i.e., the deficiency) is charged against the allowance for credit losses. The waiting period is determined as the length of time after repossession that C&F Finance is prohibited to sell the vehicle under the laws of the state where the vehicle was repossessed. Accounts still in process of collection or for which the Corporation does not have the legal right to sell continue to be classified as loans until such legal authority is obtained. At December 31, 2025, repossessed vehicles at fair value less estimated costs to sell included in other assets totaled$937,000, compared to$779,000 at December 31, 2024.
Repossession expense includes the costs to repossess and sell vehicles. These costs include transportation, storage, rekeying, condition reports, legal fees, fees paid to repossession agents and auction fees. These costs are included in loan processing and collection expenses.
Corporate Premises and Equipment: Land is carried at cost.** **Buildings and equipment are carried at cost less accumulated depreciation computed using a straight-line method over the estimated useful lives of the assets. Estimated useful lives range fromten toforty years for buildings and from three toten years for equipment, furniture and fixtures. Leasehold improvements are amortized over the shorter of the life of the related lease or the estimated useful life of the related asset. Maintenance and repairs are charged to expense as incurred and major improvements are capitalized. Upon sale or retirement of depreciable properties, the cost and related accumulated depreciation are netted against proceeds and any resulting gain or loss is included in income.
Goodwill: The Corporation’s goodwill was recognized in connection with past business combinations and is reported at the community banking segment and the consumer finance segment. The Corporation reviews the carrying value of goodwill at least annually or more frequently if certain impairment indicators exist. In testing goodwill for impairment, the Corporation may first consider qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, we conclude that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then no further testing is required and the goodwill of the reporting unit is not impaired. If the Corporation elects to bypass the qualitative assessment or if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the fair value of the reporting unit is compared with its carrying amount to determine whether an impairment exists.
Transfer of Financial Assets: Transfers of loans are accounted for as sales when control over the loans has been surrendered. Control over transferred loans is deemed to be surrendered when (1) the loans 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 loans and (3) the Corporation does not maintain effective control over the transferred loans through an agreement to repurchase them before their maturity.
Income Taxes: The Corporation determines deferred income tax assets and liabilities based on temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense includes taxes on income or loss that is taxable in the period and changes during the period in deferred tax assets and liabilities. The effects of changes in tax law are recognized in income tax expense in the period in which the changes are enacted.
C&F Bank invests in qualified affordable housing projects through housing equity funds, the purpose of which is to encourage investment in low-income residential property development in Virginia by providing a return on investment through federal income tax credits and other tax benefits on losses generated by the projects. C&F Bank recognizes its share of losses on these projects as a component of income tax expense.
The benefit of an uncertain tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination by the applicable taxing authority, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. Interest and penalties associated with unrecognized tax benefits are recognized as a component of income tax expense.
Retirement Plan: The Corporation recognizes the overfunded or underfunded status of its defined benefit pension plan as an asset or liability in its Consolidated Balance Sheets, measured as the difference between plan assets at fair value and the projected benefit obligation as of December 31. Net periodic pension cost or income is recorded each period based on actuarially determined amounts in accordance with GAAP and recognized in salaries and employment benefits and other noninterest expense in the Consolidated Statements of Income. Actuarial determinations of net periodic pension cost are based on assumptions related to discount rates, rates of return on plan assets, employee compensation and mortality and interest crediting rates. Other changes in the overfunded or underfunded status of the pension plan are recorded in the year in which the changes occur through other comprehensive income (loss). The Corporation records lump sum benefit payments as a settlement of a portion of its pension benefit obligation only if, in the aggregate for a given year, they exceed the sum of the annual service cost and interest cost for the pension plan. Upon recognition of any settlement, a related portion of unrecognized actuarial gains or losses in accumulated other comprehensive income (loss) are reclassified into net income through net periodic pension cost.
Share-Based Compensation: Share-based compensation expense for grants of restricted shares is accounted for using the fair value of the Corporation’s common stock on the date the restricted shares are awarded. Compensation expense for restricted shares is charged to income ratably over the required service period. Forfeitures reduce compensation expense for the periods in which forfeitures actually occur. Income tax windfalls or shortfalls related to the amount deductible upon vesting of restricted stock awards is recorded in income tax expense in the period the stock awards become vested.
Earnings Per Share: The Corporation applies the two-class method of computing basic and diluted earnings per share (EPS), which allocates a portion of undistributed earnings to the Corporation’s unvested restricted shares awarded to employees and non-employee directors. These restricted shares are participating securities which contain rights to nonforfeitable dividends prior to vesting. Accordingly, the weighted average number of shares outstanding used in the calculation of basic and diluted EPS includes both common shares and unvested restricted shares outstanding. EPS calculations are presented in Note 12.
Derivative Financial Instruments: The Corporation recognizes derivative financial instruments at fair value as either an other asset or other liability in the Consolidated Balance Sheets. The Corporation’s derivative financial instruments include (1) interest rate swaps that qualify and are designated as cash flow hedges on the Corporation’s trust preferred capital notes, (2) interest rate swaps with certain qualifying commercial loan customers and dealer counterparties and (3) interest rate contracts arising from mortgage banking activities, including interest rate lock commitments (IRLCs) on mortgage loans. The gain or loss on the Corporation’s cash flow hedges is reported as a component of other comprehensive income (loss), net of deferred income taxes, and reclassified into earnings in the same period(s) during which the hedged
transactions affect earnings. IRLCs and interest rate swaps with loan customers and dealer counterparties are not designated as hedging instruments, and therefore changes in the fair value of these instruments are reported as noninterest income. The Corporation’s derivative financial instruments are described more fully in Note 21.
**Leases:**The Corporation’s leases comprise primarily operating and financing leases of real estate and office equipment in which the Corporation or one of its subsidiaries is the lessee. The Corporation recognizes a lease liability and a right-of-use asset in connection with leases in which it is a lessee, except for leases with a term of twelve months or less. A lease liability represents the Corporation’s obligation to make future payments under lease contracts, and a right-of-use asset represents the Corporation’s right to control the use of the underlying property during the lease term. Lease liabilities and right-of-use assets are recognized upon commencement of a lease and measured as the present value of lease payments over the lease term, discounted at the incremental borrowing rate of the lessee. The Corporation has elected not to separate lease and nonlease components within the same contract and instead to account for the entire contract as a lease.
Revenue Recognition:
Service Charges on Deposit Accounts: The Corporation earns fees from its deposit customers for overdraft and account maintenance services. Overdraft fees are recognized when the overdraft occurs. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Corporation satisfies the performance obligation.
Other Service Charges and Fees: The Corporation earns fees from its customers for transaction-based services. Such services include ATM, stop payment and wire transfer fees at the community banking segment and on-line payment processing fees at the consumer finance segment. In each case, these service charges and fees are recognized in income at the time or within the same period that the Corporation’s performance obligation is satisfied.
Interchange Income: The Corporation earns interchange fees from debit and credit cardholder transactions conducted through various payment networks. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services.
Wealth Management Services Income, Net: The Corporation earns revenue primarily by providing wealth management services to its customers through third-party service providers. Fees that are transaction-based (e.g., execution of trades) are recognized on a monthly basis. Other fees and commissions are earned over time as services are provided and are generally assessed based on either account activity or the market value of assets under management at the end of each period. Fees and commissions collected from customers are reported net of related fees paid to the third-party service providers and presented in noninterest income.
Mortgage Lender Services Income: The Corporation earns revenue by providing mortgage banking services to third-party mortgage lenders. The Corporation provides services related to originating and selling residential mortgage loans in the secondary market, including maintaining relationships with investors, underwriting loans, collecting and reviewing required documents, compliance with program requirements and regulations, and closing and post-closing services. Fees are billed to customers on the basis of the volume of closed loans, and income is recognized when performance obligations under contracts with customers are satisfied.
Recent Significant Accounting Pronouncements:
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures.” The amendments in ASU 2024-03 require disaggregated disclosure of income statement expenses for public business entities. Such disclosures must be made on an annual and interim basis in a tabular format in the footnotes to the financial statements. The amendments require companies to disclose disaggregated information about specific natural expense categories that are considered relevant and applicable, including (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) oil and gas activities. The amendments also provide clarification regarding identifying relevant expenses captions and requires disclosure of selling expenses on an annual and interim basis. Entities are required to apply the guidance in ASU 2024-03 consistently for all periods presented and is effective for all public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments are to be applied on a prospective basis; however, retrospective application is permitted. The Corporation does not expect the adoption of ASU 2024-03 to have a material effect on its consolidated financial statements.
Other accounting standards that have been issued by the FASB or other standards-setting bodies are not currently expected to have a material effect on the Corporation’s financial position, results of operations or cash flows.
NOTE 2: Adoption of New Accounting Standards
Effective January 1, 2025, the Corporation adopted ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures.” These amendments required that a public entity disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, the amount of income taxes paid disaggregated by federal, state and foreign taxes, and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or granter than five percent of total income taxes paid. These amendments also required that entities disclose income from continuing operations before income tax expense disaggregated between domestic and foreign, as well as income tax expense from continuing operations disaggregated by federal, state and foreign. The amendments were applied retrospectively to all prior periods presented and did not have a material effect on the Corporation’s consolidated financial statements. Refer to Note 13 for more information about the Corporation’s tax disclosure.
On December 1, 2025, the Corporation adopted ASU 2025-08,“Financial Instruments – Credit Losses (Topic 326) Purchased Loans.” The amendments in ASU 2025-08 expand the population of acquired financial assets subject to the gross-up approach in Topic 326, with loans (excluding credit cards) acquired without credit deterioration and deemed “seasoned” to be considered purchased seasoned loans and accounted for using the gross-up approach at acquisition. Specifically, after an entity determines that a loan is a non-PCD asset based on its assessment of credit deterioration experienced since origination, the entity should apply the guidance described in the amendments to determine whether the loan is seasoned and, therefore, should be accounted for by grossing-up the loan, or increasing the amortized cost basis of the loan. This eliminates the day-one provision for credit losses for such loans, with subsequent changes in the allowance for credit losses reported in earnings through the provision for credit losses. All non-PCD loans (excluding credit cards) that are acquired in a business combination are deemed seasoned. Other non-PCD loans (excluding credit cards) are seasoned if they were purchased at least 90 days after origination and the acquirer was not involved in the origination of the loans. The adoption of ASU 2025-08 is expected to affect the accounting for loans acquired in future acquisition activity, however, the Corporation made no purchases of loans during the year ended December 31, 2025.
NOTE 3: Securities
The Corporation’s debt securities, all of which are classified as available for sale, are summarized in the following tables. The Corporation has elected to exclude accrued interest receivable, totaling$2.67 million and$2.32 million at December 31, 2025 and 2024, respectively, from the amortized cost basis of securities.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | |||||||||||||
| · · · · · Gross · · Gross · · · | |||||||||||||
| · · Amortized · · Unrealized · · Unrealized · · | |||||||||||||
| (Dollars in thousands) · · Cost · · Gains · · Losses · · Fair Value | |||||||||||||
| U.S. Treasury securities | | $4,992 | | $— | | $(105) | | $4,887 | | ||||
| U.S. government agencies and corporations | | | 60,605 | | | — | | | (4,895) | | | 55,710 | |
| Mortgage-backed securities | | 211,653 | | 2,009 | | (7,830) | | 205,832 | | ||||
| Obligations of states and political subdivisions | | 158,158 | | 1,417 | | | (2,484) | | 157,091 | | |||
| Corporate and other debt securities | | | 35,628 | | | 150 | | | (1,187) | | | 34,591 | |
| Total | | $471,036 | | $3,576 | | $(16,501) | | $458,111 | | ||||
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2024 | |||||||||||||
| · · · · · Gross · · Gross · · · | |||||||||||||
| · · Amortized · · Unrealized · · Unrealized · · | |||||||||||||
| (Dollars in thousands) · · Cost · · Gains · · Losses · · Fair Value | |||||||||||||
| U.S. Treasury securities | | $10,985 | | $— | | $(285) | | $10,700 | | ||||
| U.S. government agencies and corporations | | | 68,772 | | | — | | | (8,113) | | | 60,659 | |
| Mortgage-backed securities | | 197,923 | | 69 | | (15,556) | | 182,436 | | ||||
| Obligations of states and political subdivisions | | 147,532 | | 691 | | (4,613) | | 143,610 | | ||||
| Corporate and other debt securities | | 23,404 | | 29 | | (2,213) | | 21,220 | | ||||
| Total | | $448,616 | | $789 | | $(30,780) | | $418,625 | | ||||
The amortized cost and estimated fair value of securities at December 31, 2025, by the earlier of contractual maturity or expected maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.
| · · · · · · · | |||||
|---|---|---|---|---|---|
| · · December 31, 2025 | |||||
| · · Amortized · · | |||||
| (Dollars in thousands) · · Cost · · Fair Value | |||||
| Due in one year or less | | $84,540 | | $82,825 | |
| Due after one year through five years | | 204,024 | | 197,652 | |
| Due after five years through ten years | | 147,829 | | 143,755 | |
| Due after ten years | | 34,643 | | 33,879 | |
| Total | | $471,036 | | $458,111 | |
The following table presents the gross realized gains and losses on and the proceeds from the sales, maturities and calls of securities. There wereno sales of securities during the years ended December 31, 2025, 2024 and 2023.
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · Year Ended December 31, | ||||||
| (Dollars in thousands) · · 2025 · · 2024 · 2023 | ||||||
| Realized gains from sales, maturities and calls of securities: · · · · · · · · · | ||||||
| Gross realized gains | | $— | | $— | | $— |
| Gross realized losses | | — | | — | | (5) |
| Net realized losses | | $— | | $— | | $(5) |
| Proceeds from sales, maturities, calls and paydowns of securities | | $65,618 | | $100,601 | | $100,812 |
The Corporation pledges securities primarily to secure municipal deposits and lines of credit that provide liquidity to the Corporation and C&F Bank. Securities were previously pledged to secure repurchase agreements. Securities with an aggregate amortized cost of $138.43 million and an aggregate fair value of $130.88 million were pledged at December 31, 2025. Securities with an aggregate amortized cost of $212.92 million and an aggregate fair value of $196.10 million were pledged at December 31, 2024.
Securities in an unrealized loss position at December 31, 2025, by duration of the period of the unrealized loss, are shown below.
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Less Than 12 Months · · 12 Months or More · · Total | |||||||||||||||||||
| · Fair · Unrealized · Fair · Unrealized · Fair · Unrealized | |||||||||||||||||||
| (Dollars in thousands) · · Value · · Loss · · Value · · Loss · · Value · · Loss | |||||||||||||||||||
| U.S. Treasury securities | | $— | | $— | | $4,887 | | $105 | | $4,887 | | $105 | | ||||||
| U.S. government agencies and corporations | | | — | | | — | | | 55,710 | | | 4,895 | | | 55,710 | | | 4,895 | |
| Mortgage-backed securities | | 12,949 | | | 84 | | 107,826 | | 7,746 | | 120,775 | | 7,830 | | |||||
| Obligations of states and political subdivisions | | 7,451 | | | 79 | | 64,534 | | 2,405 | | 71,985 | | 2,484 | | |||||
| Corporate and other debt securities | | | 13,009 | | | 119 | | | 15,932 | | | 1,068 | | | 28,941 | | | 1,187 | |
| Total | | $33,409 | | $282 | | $248,889 | | $16,219 | | $282,298 | | $16,501 | | ||||||
There were 458 debt securities with a fair value below the amortized cost basis, totaling $282.30 million of aggregate fair value as of December 31, 2025. The Corporation concluded that a credit loss did not exist in its securities portfolio at December 31, 2025, andno allowance for credit losses has been recognized based on the fact that (1) changes in fair value were caused primarily by fluctuations in interest rates, or other market factors, such as changes in demand, (2) securities with unrealized losses had generally high credit quality, (3) the Corporation intends to hold these investments in debt securities to maturity and it is more-likely-than-not that the Corporation will not be required to sell these investments before a recovery of its investment, and (4) issuers have continued to make timely payments of principal and interest. Additionally, the Corporation’s mortgage-backed securities are entirely issued by either U.S. government agencies or U.S. government-sponsored enterprises. Collectively, these entities provide a guarantee, which is either explicitly or implicitly supported by the full faith and credit of the U.S. government, that investors in such mortgage-backed securities will receive timely principal and interest payments.
Securities in an unrealized loss position at December 31, 2024, by duration of the period of the unrealized loss, are shown below.
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Less Than 12 Months · · 12 Months or More · · Total | |||||||||||||||||||
| · Fair · Unrealized · Fair · Unrealized · Fair · Unrealized | |||||||||||||||||||
| (Dollars in thousands) · · Value · · Loss · · Value · · Loss · · Value · · Loss | |||||||||||||||||||
| U.S. Treasury securities | | $— | | $— | | $10,700 | | $285 | | $10,700 | | $285 | | ||||||
| U.S. government agencies and corporations | | | — | | | — | | | 60,659 | | | 8,113 | | | 60,659 | | | 8,113 | |
| Mortgage-backed securities | | | 53,734 | | | 1,253 | | 123,307 | | 14,303 | | 177,041 | | 15,556 | | ||||
| Obligations of states and political subdivisions | | | 31,981 | | | 412 | | | 66,743 | | 4,201 | | | 98,724 | | | 4,613 | | |
| Corporate and other debt securities | | 474 | | | 26 | | 19,717 | | | 2,187 | | 20,191 | | 2,213 | | ||||
| Total | | $86,189 | | $1,691 | | $281,126 | | $29,089 | | $367,315 | | $30,780 | | ||||||
The Corporation’s investment in restricted stock totaled $3.68 million at December 31, 2025 and consisted of FHLB stock. Restricted stock is generally viewed as a long-term investment, which is carried at cost because there is no market for the stock other than to be redeemed or repurchased by the FHLB. Therefore, when evaluating restricted stock for impairment, its value is based on the ultimate recoverability of the par value rather than by recognizing any temporary decline in value. The Corporation did not consider its investment in restricted stock to be impaired at December 31, 2025 andno impairment has been recognized.
NOTE 4: Loans
The Corporation’s loans are stated at their face amount, net of deferred fees and costs and discounts, and consist of the classes of loans included in the following table. The Corporation has elected to exclude accrued interest receivable, totaling$9.04 million and$8.27 million at December 31, 2025 and 2024, respectively, from the recorded balance of loans.
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, · · December 31, | ||||||
| (Dollars in thousands) · · 2025 · · 2024 | ||||||
| Commercial real estate | | $835,432 | | $734,182 | ||
| Commercial business | | 115,710 | | 104,947 | ||
| Construction - commercial real estate | | 99,604 | | 132,717 | ||
| Land acquisition and development | | 66,248 | | 46,072 | ||
| Builder lines | | 37,938 | | 35,605 | ||
| Construction - consumer real estate | | | 29,288 | | | 18,799 |
| Residential mortgage | | | 319,536 | | | 308,809 |
| Equity lines | | | 76,460 | | | 62,204 |
| Other consumer | | | 10,085 | | | 10,270 |
| Consumer finance - automobiles | | | 406,312 | | | 398,651 |
| Consumer finance - marine and recreational vehicles | | 57,963 | | 68,142 | ||
| Subtotal | | 2,054,576 | | 1,920,398 | ||
| Less allowance for credit losses | | (39,677) | | (40,087) | ||
| Loans, net | | $2,014,899 | | $1,880,311 | ||
Other consumer loans included $240,000 and $255,000 of demand deposit overdrafts at December 31, 2025 and 2024, respectively.
The following table shows the aging of the Corporation’s loan portfolio, by class, at December 31, 2025:
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | 30-59 | | 60-89 | | 90+ | | | | | | | | | | | 90+ Days | ||||
| | | Days | | Days | | Days | | Total | | | | | | | | Past Due and | |||||
| (Dollars in thousands) | | Past Due | | Past Due | | Past Due | | Past Due | | Current1 | | Total Loans | | Accruing | |||||||
| Commercial real estate | | $— | | $262 | | $— | | $262 | | $835,170 | | $835,432 | | $— | |||||||
| Commercial business | | 8 | | | — | | | — | | | 8 | | | 115,702 | | | 115,710 | | | — | |
| Construction - commercial real estate | | — | | | — | | | — | | | — | | | 99,604 | | | 99,604 | | | — | |
| Land acquisition and development | | — | | | — | | | — | | | — | | | 66,248 | | | 66,248 | | | — | |
| Builder lines | | — | | | — | | | — | | | — | | | 37,938 | | | 37,938 | | | — | |
| Construction - consumer real estate | | | — | | | — | | | — | | | — | | | 29,288 | | | 29,288 | | | — |
| Residential mortgage | | | 1,019 | | | 111 | | | 813 | | | 1,943 | | | 317,593 | | | 319,536 | | | — |
| Equity lines | | | 155 | | | 65 | | | 23 | | | 243 | | | 76,217 | | | 76,460 | | | 23 |
| Other consumer | | | 17 | | | — | | | — | | | 17 | | | 10,068 | | | 10,085 | | | — |
| Consumer finance - automobiles | | | 16,741 | | | 2,129 | | | 1,022 | | | 19,892 | | | 386,420 | | | 406,312 | | | — |
| Consumer finance - marine and recreational vehicles | | 429 | | | 37 | | | — | | | 466 | | | 57,497 | | | 57,963 | | | — | |
| Total | | $18,369 | | $2,604 | | $1,858 | | $22,831 | | $2,031,745 | | $2,054,576 | | $23 | |||||||
| 1 | For the purposes of the table above, “Current” includes loans that are 1-29 days past due. |
The table above includes nonaccrual loans that are current of $219,000, 30-59 days past due of $17,000, 60-89 days past due of $86,000 and 90+ days past due of $1.84 million.
The following table shows the aging of the Corporation’s loan portfolio, by class, at December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | 30-59 | | 60-89 | | 90+ | | | | | | | | | | | 90+ Days | ||||
| | | Days | | Days | | Days | | Total | | | | | | | | Past Due and | |||||
| (Dollars in thousands) | | Past Due | | Past Due | | Past Due | | Past Due | | Current1 | | Total Loans | | Accruing | |||||||
| Commercial real estate | | $26 | | $— | | $— | | $26 | | $734,156 | | $734,182 | | $— | |||||||
| Commercial business | | 29 | | | — | | | — | | | 29 | | | 104,918 | | | 104,947 | | | — | |
| Construction - commercial real estate | | — | | | — | | | — | | | — | | | 132,717 | | | 132,717 | | | — | |
| Land acquisition and development | | — | | | — | | | — | | | — | | | 46,072 | | | 46,072 | | | — | |
| Builder lines | | — | | | — | | | — | | | — | | | 35,605 | | | 35,605 | | | — | |
| Construction - consumer real estate | | | 747 | | | — | | | — | | | 747 | | | 18,052 | | | 18,799 | | | — |
| Residential mortgage | | | 1,012 | | | 1,076 | | | 426 | | | 2,514 | | | 306,295 | | | 308,809 | | | 334 |
| Equity lines | | | 85 | | | — | | | 76 | | | 161 | | | 62,043 | | | 62,204 | | | 76 |
| Other consumer | | | 9 | | | — | | | — | | | 9 | | | 10,261 | | | 10,270 | | | — |
| Consumer finance - automobiles | | | 14,703 | | | 2,650 | | | 599 | | | 17,952 | | | 380,699 | | | 398,651 | | | — |
| Consumer finance - marine and recreational vehicles | | 215 | | | 22 | | | 15 | | | 252 | | | 67,890 | | | 68,142 | | | — | |
| Total | | $16,826 | | $3,748 | | $1,116 | | $21,690 | | $1,898,708 | | $1,920,398 | | $410 | |||||||
1 For the purposes of the table above, “Current” includes loans that are 1-29 days past due.
The table above includes nonaccrual loans that are current of $124,000, 30-59 days past due of $117,000 and 90+ days past due of $706,000.
The following table shows the Corporation’s recorded balance of loans on nonaccrual status as of December 31, 2025 and December 31, 2024. The Corporation recognized $8,000 in interest income on loans on nonaccrual status as of December 31, 2025, and had $19,000 of reversals of interest income upon placing loans on nonaccrual status during the year ended December 31, 2025. All nonaccrual loans as of December 31, 2025 and 2024 had an allowance for credit losses, with none individually evaluated.
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, · · December 31, | ||||||
| (Dollars in thousands) · · 2025 · · 2024 | ||||||
| Residential mortgage | | $1,135 | | $333 | ||
| Consumer finance - automobiles | | | 1,022 | | | 599 |
| Consumer finance - marine and recreational vehicles | | | — | | | 15 |
| Total | | $2,157 | | $947 | ||
Occasionally, the Corporation modifies loans to borrowers experiencing financial difficulties by providing principal forgiveness, term extensions, interest rate reductions or other-than-insignificant payment delays. As the effect of most modifications is already included in the allowance for credit losses due to the measurement methodologies used in its estimate, the allowance for credit losses is typically not adjusted upon modification. When principal forgiveness is provided at modification, the amount forgiven is charged against the allowance for credit losses. In some cases, the Corporation may provide multiple types of modifications on one loan and when multiple types of modifications occur within the same period, the combination of modifications is separately reported.
The following tables present the amortized cost basis of loans as of December 31, 2025 and 2024 that were both experiencing financial difficulty and modified during the years ended December 31, 2025 and 2024.
| · · · · · · | |||||
|---|---|---|---|---|---|
| · · Year Ended December 31, 2025 · | |||||
| · · · % of Total · | |||||
| · · Amortized · Class of · | |||||
| (Dollars in thousands) · · Cost · Loans · | |||||
| Term Extension · · · · · · | |||||
| Commercial real estate | | $103 | | 0.0% | |
| Total Term Extension | | $103 | | | |
| Total | | $103 | | 0.0% | |
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Year Ended December 31, 2024 · | ||||||
| · · · % of Total · | ||||||
| · · Amortized · Class of · | ||||||
| (Dollars in thousands) · · Cost · Loans · | ||||||
| Term Extension | | | | | | |
| Commercial real estate | | $93 | | 0.0% | ||
| Commercial business | | | 20 | | 0.0% | |
| Residential mortgage | | | 439 | | 0.1% | |
| Total Term Extension | | $552 | | | | |
| | | | | | | |
| Combination Term Extension and Interest Rate Reduction | | | | | | |
| Residential mortgage | | $17 | | 0.0% | ||
| Total Combination Term Extension and Interest Rate Reduction | | $17 | | | | |
| Total | | $569 | | 0.0% | ||
The following tables present the financial effects of the loan modifications presented above to borrowers experiencing financial difficulty for the years ended December 31, 2025 and 2024.
| · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · · Year Ended December 31, 2025 | ||||||
| · · · Weighted- · · Weighted- | ||||||
| · · · Average · · Average | ||||||
| · · · Interest · · Term | ||||||
| · · · Rate · · Extension | ||||||
| · · · Reduction · · (in years) | ||||||
| Commercial real estate | | | | —% | | 2.0 |
| Total | | | | —% | | 2.0 |
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · · Year Ended December 31, 2024 | |||||||
| · · · Weighted- · · Weighted- | |||||||
| · · · Average · · Average | |||||||
| · · · Interest · · Term | |||||||
| · · · Rate · · Extension | |||||||
| · · · Reduction · · (in years) | |||||||
| Commercial real estate | | | | —% | | 1.0 | |
| Commercial business | | | | — | | | 2.3 |
| Residential mortgage | | | | 1.51 | | | 6.1 |
| Total | | | | 1.51% | | 5.1 | |
The Corporation closely monitors the performance of modified loans to understand the effectiveness of its modification efforts. Upon the determination that all or a portion of a modified loan is uncollectible, that amount is charged against the allowance for credit losses. There wereno payment defaults during the year ended December 31, 2025 and 2024 of loans to borrowers experiencing financial difficulties that were modified during the previous twelve months, and all were current as of December 31, 2025 and 2024.
NOTE 5: Allowance for Credit Losses
The following tables show the allowance for credit losses activity by loan portfolio for the years ended December 31, 2025, 2024 and 2023:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · Consumer · · · | ||||||||||||
| (Dollars in thousands) · · Commercial · · Consumer · · Finance · · Total | ||||||||||||
| Balance at December 31, 2024 | | $13,347 | | $4,032 | | $22,708 | | $40,087 | ||||
| Provision charged to operations | | | (128) | | | 278 | | | 11,600 | | | 11,750 |
| Loans charged off | | | (35) | | | (273) | | | (16,581) | | | (16,889) |
| Recoveries of loans previously charged off | | | 55 | | | 142 | | | 4,532 | | | 4,729 |
| Balance at December 31, 2025 | | $13,239 | | $4,179 | | $22,259 | | $39,677 | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · Consumer · · · | ||||||||||||
| (Dollars in thousands) · · Commercial · · Consumer · · Finance · · Total | ||||||||||||
| Balance at December 31, 2023 | | $12,315 | | $3,758 | | $23,578 | | $39,651 | ||||
| Provision charged to operations | | | 1,058 | | | 442 | | | 11,600 | | | 13,100 |
| Loans charged off | | | (63) | | | (377) | | | (16,723) | | | (17,163) |
| Recoveries of loans previously charged off | | | 37 | | | 209 | | | 4,253 | | | 4,499 |
| Balance at December 31, 2024 | | $13,347 | | $4,032 | | $22,708 | | $40,087 | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · Consumer · · · | ||||||||||||
| (Dollars in thousands) · · Commercial · · Consumer · · Finance · · Total | ||||||||||||
| Balance at December 31, 2022 | | $11,219 | | $3,330 | | $25,969 | | $40,518 | ||||
| Impact of ASC 326 adoption on non-PCD loans | | | (617) | | | 98 | | | 406 | | | (113) |
| Impact of ASC 326 adoption on PCD loans | | | 595 | | | 9 | | | — | | | 604 |
| Provision charged to operations | | | 978 | | | 498 | | | 6,650 | | | 8,126 |
| Loans charged off | | | (16) | | | (356) | | | (13,743) | | | (14,115) |
| Recoveries of loans previously charged off | | | 156 | | | 179 | | | 4,296 | | | 4,631 |
| Balance at December 31, 2023 | | $12,315 | | $3,758 | | $23,578 | | $39,651 | ||||
The following table presents a breakdown of the provision for credit losses for the periods indicated.
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · Year Ended December 31, | ||||||
| (Dollars in thousands) | | 2025 | | 2024 | | 2023 |
| Provision for credit losses: · · · · · · · · · | ||||||
| Provision for loans | | $11,750 | | $13,100 | | $8,126 |
| Provision for unfunded commitments | | (200) | | 150 | | 149 |
| Total | | $11,550 | | $13,250 | | $8,275 |
The following table details the recorded balance of the classes of loans within the commercial and consumer loan portfolios by loan rating, which is reviewed on a quarterly basis, and year of origination as of December 31, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · Revolving · · Revolving · · | |||||||||||||||||||||||||||
| · · Term Loans Recorded Balance by Origination Year · · Loans · · Loans · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · Recorded · · Converted · · | |||||||||||||||||||||||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 · · 2022 · · 2021 · · Prior · · Balance · · to Term1 · · Total | |||||||||||||||||||||||||||
| Commercial real estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $72,184 | | $110,069 | | $120,853 | | $162,934 | | $120,074 | | $249,017 | | $— | | $229 | | $835,360 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | 72 | | | — | | | — | | | 72 |
| Total | | $72,184 | | $110,069 | | $120,853 | | $162,934 | | $120,074 | | $249,089 | | $— | | $229 | | $835,432 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial business: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $9,557 | | $7,623 | | $10,169 | | $13,091 | | $11,841 | | $26,507 | | $36,875 | | $47 | | $115,710 | |||||||||
| Total | | $9,557 | | $7,623 | | $10,169 | | $13,091 | | $11,841 | | $26,507 | | $36,875 | | $47 | | $115,710 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Construction - commercial real estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $10,384 | | $54,141 | | $31,892 | | $3,187 | | $— | | $— | | $— | | $— | | $99,604 | |||||||||
| Total | | $10,384 | | $54,141 | | $31,892 | | $3,187 | | $— | | $— | | $— | | $— | | $99,604 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Land acquisition and development: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $18,966 | | $41,178 | | $— | | $371 | | $— | | $5,733 | | $— | | $— | | $66,248 | |||||||||
| Total | | $18,966 | | $41,178 | | $— | | $371 | | $— | | $5,733 | | $— | | $— | | $66,248 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Builder lines: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $27,069 | | $8,855 | | $826 | | $784 | | $— | | $404 | | $— | | $— | | $37,938 | |||||||||
| Total | | $27,069 | | $8,855 | | $826 | | $784 | | $— | | $404 | | $— | | $— | | $37,938 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Construction - consumer real estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $24,158 | | $5,130 | | $— | | $— | | $— | | $— | | $— | | $— | | $29,288 | |||||||||
| Total | | $24,158 | | $5,130 | | $— | | $— | | $— | | $— | | $— | | $— | | $29,288 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Residential mortgage: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $44,390 | | $57,382 | | $46,606 | | $71,350 | | $33,087 | | $64,871 | | $— | | $— | | $317,686 | |||||||||
| Special Mention | | | — | | | — | | | 22 | | | 84 | | | 202 | | | 347 | | | — | | | — | | | 655 |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 60 | | | — | | | — | | | 60 |
| Substandard Nonaccrual | | | — | | | 113 | | | 833 | | | 189 | | | — | | | — | | | — | | | — | | | 1,135 |
| Total | | $44,390 | | $57,495 | | $47,461 | | $71,623 | | $33,289 | | $65,278 | | $— | | $— | | $319,536 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Equity lines: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $— | | $— | | $— | | $— | | $— | | $493 | | $75,165 | | $701 | | $76,359 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 101 | | | 101 |
| Total | | $— | | $— | | $— | | $— | | $— | | $493 | | $75,165 | | $802 | | $76,460 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other consumer: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $5,157 | | $2,512 | | $1,318 | | $670 | | $82 | | $300 | | $46 | | $— | | $10,085 | |||||||||
| Total | | $5,157 | | $2,512 | | $1,318 | | $670 | | $82 | | $300 | | $46 | | $— | | $10,085 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $211,865 | | $286,890 | | $211,664 | | $252,387 | | $165,084 | | $347,325 | | $112,086 | | $977 | | $1,588,278 | |||||||||
| Special Mention | | | — | | | — | | | 22 | | | 84 | | | 202 | | | 419 | | | — | | | 101 | | | 828 |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 60 | | | — | | | — | | | 60 |
| Substandard Nonaccrual | | | — | | | 113 | | | 833 | | | 189 | | | — | | | — | | | — | | | — | | | 1,135 |
| Total | | $211,865 | | $287,003 | | $212,519 | | $252,660 | | $165,286 | | $347,804 | | $112,086 | | $1,078 | | $1,590,301 | |||||||||
| 1 | Commercial real estate and equity lines include $128,000 and $516,000, respectively, of revolving loans converted to term during the year ended December 31, 2025. |
The following table details the recorded balance of the classes of loans within the commercial and consumer loan portfolios by loan rating, which is reviewed on a quarterly basis, and year of origination as of December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · Revolving · · Revolving · · | |||||||||||||||||||||||||||
| · · Term Loans Recorded Balance by Origination Year · · Loans · · Loans · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · Recorded · · Converted · · | |||||||||||||||||||||||||||
| (Dollars in thousands) · · 2024 · · 2023 · · 2022 · · 2021 · · 2020 · · Prior · · Balance · · to Term1 · · Total | |||||||||||||||||||||||||||
| Commercial real estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $91,330 | | $80,445 | | $161,794 | | $131,071 | | $110,055 | | $158,437 | | $— | | $110 | | $733,242 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | 940 | | | — | | | — | | | 940 |
| Total | | $91,330 | | $80,445 | | $161,794 | | $131,071 | | $110,055 | | $159,377 | | $— | | $110 | | $734,182 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial business: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $9,425 | | $13,097 | | $14,663 | | $13,954 | | $8,843 | | $22,690 | | $22,206 | | $69 | | $104,947 | |||||||||
| Total | | $9,425 | | $13,097 | | $14,663 | | $13,954 | | $8,843 | | $22,690 | | $22,206 | | $69 | | $104,947 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Construction - commercial real estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $47,294 | | $55,159 | | $24,320 | | $— | | $5,944 | | $— | | $— | | $— | | $132,717 | |||||||||
| Total | | $47,294 | | $55,159 | | $24,320 | | $— | | $5,944 | | $— | | $— | | $— | | $132,717 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Land acquisition and development: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $33,129 | | $2,653 | | $366 | | $1,323 | | $8,601 | | $— | | $— | | $— | | $46,072 | |||||||||
| Total | | $33,129 | | $2,653 | | $366 | | $1,323 | | $8,601 | | $— | | $— | | $— | | $46,072 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Builder lines: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $30,651 | | $3,120 | | $1,430 | | $— | | $— | | $404 | | $— | | $— | | $35,605 | |||||||||
| Total | | $30,651 | | $3,120 | | $1,430 | | $— | | $— | | $404 | | $— | | $— | | $35,605 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Construction - consumer real estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $16,472 | | $2,327 | | $— | | $— | | $— | | $— | | $— | | $— | | $18,799 | |||||||||
| Total | | $16,472 | | $2,327 | | $— | | $— | | $— | | $— | | $— | | $— | | $18,799 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Residential mortgage: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $47,653 | | $58,590 | | $80,991 | | $38,833 | | $34,979 | | $45,831 | | $— | | $— | | $306,877 | |||||||||
| Special Mention | | | — | | | 890 | | | — | | | 223 | | | 103 | | | 211 | | | — | | | — | | | 1,427 |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 172 | | | — | | | — | | | 172 |
| Substandard Nonaccrual | | | 125 | | | — | | | 92 | | | — | | | — | | | 116 | | | — | | | — | | | 333 |
| Total | | $47,778 | | $59,480 | | $81,083 | | $39,056 | | $35,082 | | $46,330 | | $— | | $— | | $308,809 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Equity lines: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $— | | $— | | $— | | $— | | $60 | | $628 | | $61,077 | | $277 | | $62,042 | |||||||||
| Special Mention | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 76 | | | 76 |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 86 | | | 86 |
| Total | | $— | | $— | | $— | | $— | | $60 | | $628 | | $61,077 | | $439 | | $62,204 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other consumer: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $5,274 | | $2,384 | | $1,547 | | $257 | | $132 | | $630 | | $46 | | $— | | $10,270 | |||||||||
| Total | | $5,274 | | $2,384 | | $1,547 | | $257 | | $132 | | $630 | | $46 | | $— | | $10,270 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loan Rating | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $281,228 | | $217,775 | | $285,111 | | $185,438 | | $168,614 | | $228,620 | | $83,329 | | $456 | | $1,450,571 | |||||||||
| Special Mention | | | — | | | 890 | | | — | | | 223 | | | 103 | | | 1,151 | | | — | | | 76 | | | 2,443 |
| Substandard | | | — | | | — | | | — | | | — | | | — | | | 172 | | | — | | | 86 | | | 258 |
| Substandard Nonaccrual | | | 125 | | | — | | | 92 | | | — | | | — | | | 116 | | | — | | | — | | | 333 |
| Total | | $281,353 | | $218,665 | | $285,203 | | $185,661 | | $168,717 | | $230,059 | | $83,329 | | $618 | | $1,453,605 | |||||||||
| 1 | Commercial business and equity lines include $69,000 and $179,000, respectively, of revolving loans converted to term during the year ended December 31, 2024. |
The following table details the recorded balance of the classes of loans within the consumer finance loan portfolio by credit rating at the time of origination and year of origination as of December 31, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · · · Revolving · · | |||||||||||||||||||||||||||
| · · Term Loans Recorded Balance by Origination Year · · · · Loans · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · Revolving · · Converted · · | |||||||||||||||||||||||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 · · 2022 · · 2021 · · Prior · · Loans · · to Term · · Total | |||||||||||||||||||||||||||
| Consumer finance - automobiles: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Credit rating1 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Very good | | $22,600 | | $14,758 | | $6,212 | | $4,543 | | $1,123 | | $111 | | $— | | $— | | $49,347 | |||||||||
| Good | | | 46,079 | | | 28,573 | | | 17,066 | | | 17,449 | | | 4,853 | | | 519 | | | — | | | — | | | 114,539 |
| Fairly good | | | 48,871 | | | 29,704 | | | 23,209 | | | 23,345 | | | 9,043 | | | 1,397 | | | — | | | — | | | 135,569 |
| Fair | | | 29,774 | | | 18,942 | | | 14,528 | | | 14,266 | | | 7,011 | | | 1,815 | | | — | | | — | | | 86,336 |
| Marginal | | | 6,960 | | | 3,751 | | | 2,893 | | | 3,243 | | | 2,626 | | | 1,048 | | | — | | | — | | | 20,521 |
| Total | | $154,284 | | $95,728 | | $63,908 | | $62,846 | | $24,656 | | $4,890 | | $— | | $— | | $406,312 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Consumer finance - marine and recreational vehicles: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Credit rating1 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Very good | | $1,339 | | $6,231 | | $4,999 | | $10,700 | | $6,473 | | $8,789 | | $— | | $— | | $38,531 | |||||||||
| Good | | | 1,442 | | | 3,937 | | | 5,533 | | | 5,604 | | | 1,066 | | | 1,441 | | | — | | | — | | | 19,023 |
| Fairly good | | | — | | | — | | | 165 | | | 173 | | | 32 | | | 39 | | | — | | | — | | | 409 |
| Total | | $2,781 | | $10,168 | | $10,697 | | $16,477 | | $7,571 | | $10,269 | | $— | | $— | | $57,963 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Credit rating1 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Very good | | $23,939 | | $20,989 | | $11,211 | | $15,243 | | $7,596 | | $8,900 | | $— | | $— | | $87,878 | |||||||||
| Good | | | 47,521 | | | 32,510 | | | 22,599 | | | 23,053 | | | 5,919 | | | 1,960 | | | — | | | — | | | 133,562 |
| Fairly good | | | 48,871 | | | 29,704 | | | 23,374 | | | 23,518 | | | 9,075 | | | 1,436 | | | — | | | — | | | 135,978 |
| Fair | | | 29,774 | | | 18,942 | | | 14,528 | | | 14,266 | | | 7,011 | | | 1,815 | | | — | | | — | | | 86,336 |
| Marginal | | | 6,960 | | | 3,751 | | | 2,893 | | | 3,243 | | | 2,626 | | | 1,048 | | | — | | | — | | | 20,521 |
| Total | | $157,065 | | $105,896 | | $74,605 | | $79,323 | | $32,227 | | $15,159 | | $— | | $— | | $464,275 | |||||||||
| 1 | Credit ratings with a FICO score greater than 739 are considered Very Good, FICO scores ranging from 670-739 are considered Good, FICO scores ranging from 625-669 are considered Fairly Good, FICO scores ranging from 580-624 are considered Fair and FICO scores less than 580 are considered Marginal. |
The following table details the recorded balance of the classes of loans within the consumer finance loan portfolio by credit rating at the time of origination and year of origination as of December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · · · Revolving · · | |||||||||||||||||||||||||||
| · · Term Loans Recorded Balance by Origination Year · · · · Loans · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · Revolving · · Converted · · | |||||||||||||||||||||||||||
| (Dollars in thousands) · · 2024 · · 2023 · · 2022 · · 2021 · · 2020 · · Prior · · Loans · · to Term · · Total | |||||||||||||||||||||||||||
| Consumer finance - automobiles: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Credit rating1 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Very good | | $22,161 | | $10,039 | | $7,971 | | $2,359 | | $426 | | $77 | | $— | | $— | | $43,033 | |||||||||
| Good | | | 40,296 | | | 25,730 | | | 29,455 | | | 9,402 | | | 1,574 | | | 334 | | | — | | | — | | | 106,791 |
| Fairly good | | | 41,881 | | | 34,058 | | | 37,486 | | | 16,935 | | | 3,213 | | | 1,602 | | | — | | | — | | | 135,175 |
| Fair | | | 25,796 | | | 21,278 | | | 24,379 | | | 13,260 | | | 3,674 | | | 2,194 | | | — | | | — | | | 90,581 |
| Marginal | | | 5,049 | | | 4,383 | | | 5,621 | | | 4,856 | | | 1,681 | | | 1,481 | | | — | | | — | | | 23,071 |
| Total | | $135,183 | | $95,488 | | $104,912 | | $46,812 | | $10,568 | | $5,688 | | $— | | $— | | $398,651 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Consumer finance - marine and recreational vehicles: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Credit rating1 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Very good | | $8,124 | | $6,283 | | $12,670 | | $8,003 | | $7,927 | | $3,754 | | $— | | $— | | $46,761 | |||||||||
| Good | | | 4,515 | | | 6,426 | | | 6,832 | | | 1,326 | | | 1,178 | | | 625 | | | — | | | — | | | 20,902 |
| Fairly good | | | — | | | 200 | | | 183 | | | 35 | | | 27 | | | 34 | | | — | | | — | | | 479 |
| Total | | $12,639 | | $12,909 | | $19,685 | | $9,364 | | $9,132 | | $4,413 | | $— | | $— | | $68,142 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Credit rating1 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Very good | | $30,285 | | $16,322 | | $20,641 | | $10,362 | | $8,353 | | $3,831 | | $— | | $— | | $89,794 | |||||||||
| Good | | | 44,811 | | | 32,156 | | | 36,287 | | | 10,728 | | | 2,752 | | | 959 | | | — | | | — | | | 127,693 |
| Fairly good | | | 41,881 | | | 34,258 | | | 37,669 | | | 16,970 | | | 3,240 | | | 1,636 | | | — | | | — | | | 135,654 |
| Fair | | | 25,796 | | | 21,278 | | | 24,379 | | | 13,260 | | | 3,674 | | | 2,194 | | | — | | | — | | | 90,581 |
| Marginal | | | 5,049 | | | 4,383 | | | 5,621 | | | 4,856 | | | 1,681 | | | 1,481 | | | — | | | — | | | 23,071 |
| Total | | $147,822 | | $108,397 | | $124,597 | | $56,176 | | $19,700 | | $10,101 | | $— | | $— | | $466,793 | |||||||||
| 1 | Credit ratings with a FICO score greater than 739 are considered Very Good, FICO scores ranging from 670-739 are considered Good, FICO scores ranging from 625-669 are considered Fairly Good, FICO scores ranging from 580-624 are considered Fair and FICO scores less than 580 are considered Marginal. |
The following table details the current period gross charge-offs of loans by year of origination for the year ended December 31, 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · · · Revolving · · | |||||||||||||||||||||||||||
| · · Current Period Gross Charge-offs by Origination Year · · · · Loans · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · Revolving · · Converted · · | |||||||||||||||||||||||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 · · 2022 · · 2021 · · Prior · · Loans · · to Term · · Total | |||||||||||||||||||||||||||
| Commercial business | | $15 | | $— | | $— | | $— | | $10 | | $10 | | $— | | $— | | $35 | |||||||||
| Residential mortgage | | | 6 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 6 |
| Other consumer1 | | | 223 | | | 25 | | | 19 | | | — | | | — | | | — | | | — | | | — | | | 267 |
| Consumer finance - automobiles | | | 671 | | | 3,044 | | | 3,999 | | | 5,684 | | | 2,126 | | | 538 | | | — | | | — | | | 16,062 |
| Consumer finance - marine and recreational vehicles | | | 21 | | | 121 | | | 30 | | | 255 | | | 46 | | | 46 | | | — | | | — | | | 519 |
| Total | | $936 | | $3,190 | | $4,048 | | $5,939 | | $2,182 | | $594 | | $— | | $— | | $16,889 | |||||||||
| 1 | Gross charge-offs of other consumer loans for the year ended December 31, 2025 included $217,000 of demand deposit overdrafts that originated in 2025. |
The following table details the current period gross charge-offs of loans by year of origination for the year ended December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · · · Revolving · · | |||||||||||||||||||||||||||
| · · Current Period Gross Charge-offs by Origination Year · · · · Loans · · | |||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · · · · · · Revolving · · Converted · · | |||||||||||||||||||||||||||
| (Dollars in thousands) · · 2024 · · 2023 · · 2022 · · 2021 · · 2020 · · Prior · · Loans · · to Term · · Total | |||||||||||||||||||||||||||
| Commercial business | | $63 | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $63 | |||||||||
| Residential mortgage | | | 13 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 13 |
| Other consumer1 | | | 278 | | | 19 | | | 5 | | | — | | | — | | | 62 | | | — | | | — | | | 364 |
| Consumer finance - automobiles | | | 843 | | | 3,323 | | | 7,080 | | | 3,705 | | | 670 | | | 691 | | | — | | | — | | | 16,312 |
| Consumer finance - marine and recreational vehicles | | | — | | | 56 | | | 240 | | | 58 | | | 43 | | | 14 | | | — | | | — | | | 411 |
| Total | | $1,197 | | $3,398 | | $7,325 | | $3,763 | | $713 | | $767 | | $— | | $— | | $17,163 | |||||||||
| 1 | Gross charge-offs of other consumer loans for the year ended December 31, 2024 included $256,000 of demand deposit overdrafts that originated in 2024. |
As of December 31, 2025 and 2024, the Corporation hadno collateral dependent loans for which repayment was expected to be derived substantially through the operation or sale of the collateral and where the borrower is experiencing financial difficulty.
NOTE 6: OREO
At both December 31, 2025 and 2024, the carrying amount of OREO was $1.32 million and was primarily comprised of a property previously used by the Bank as a branch, which was consolidated into a nearby branch in 2024. Changes in the balance for OREO are as follows:
| · · · · · · · | |||||
|---|---|---|---|---|---|
| · · Year Ended December 31, · | |||||
| (Dollars in thousands) · · 2025 · · 2024 | |||||
| Balance at the beginning of year, gross | | $1,531 | | $— | |
| Additions | | — | | — | |
| Transfers from bank premises | | — | | 1,827 | |
| Charge-offs | | — | | — | |
| Sales proceeds | | — | | (416) | |
| Gain on disposition | | — | | 120 | |
| Balance at the end of year, gross | | 1,531 | | 1,531 | |
| Less valuation allowance | | (215) | | (215) | |
| Total, net | | $1,316 | | $1,316 | |
Changes in the allowance for OREO losses are as follows:
| · · · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | |||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 | |||||||
| Balance at the beginning of year | | $215 | | $— | | $— | |
| Provision for losses | | — | | 215 | | — | |
| Charge-offs, net | | — | | — | | — | |
| Total | | $215 | | $215 | | $— | |
Net OREO gains of $120,000 were recognized upon the disposal of real estate in connection with the sale of a former branch location and are included in other income (loss), net in the Consolidated Statement of Income for 2024. OREO expenses, including provision for OREO losses, of $218,000 are included in other noninterest expense in the Consolidated Statements of Income for 2024. There wereno net OREO losses or expenses during 2025 and 2023.
NOTE 7: Corporate Premises and Equipment
Major classifications of corporate premises and equipment are summarized as follows:
| · · · · · · · | |||||
|---|---|---|---|---|---|
| · · December 31, | |||||
| (Dollars in thousands) · · 2025 · · 2024 | |||||
| Land | | $8,838 | | $8,838 | |
| Buildings | | 48,923 | | 48,543 | |
| Equipment, furniture and fixtures | | 25,595 | | 24,209 | |
| | | 83,356 | | 81,590 | |
| Less accumulated depreciation | | (44,156) | | (41,472) | |
| Total | | $39,200 | | $40,118 | |
Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $3.21 million, $3.14 million and $3.29 million, respectively.
NOTE 8: Goodwill and Other Intangible Assets
The carrying amount of goodwill was $25.19 million at December 31, 2025 and 2024. There wereno changes in the recorded balance of goodwill during the years ended December 31, 2025, 2024 or 2023.
The Corporation had $909,000 and $1.15 million of other intangible assets as of December 31, 2025 and 2024, respectively. Other intangible assets were recognized in connection with the core deposits acquired from Peoples Bankshares, Incorporated (Peoples) in 2020 and customer relationships acquired by C&F Wealth Management in 2016.
The following table summarizes the gross carrying amounts and accumulated amortization of other intangible assets:
| · · · · · · · · · · · · | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · December 31, · · · December 31, | |||||||||||
| · · · 2025 · · · 2024 | |||||||||||
| | | | Gross | | | | | Gross | | | |
| · · · Carrying · · Accumulated · · · Carrying · · Accumulated | |||||||||||
| (Dollars in thousands) · · · Amount · · Amortization · · · Amount · · Amortization | |||||||||||
| Amortizable intangible assets: · · · · · · · · · · · · | |||||||||||
| Core deposit intangibles | | $1,711 | | $(802) | | $1,711 | | $(700) | |||
| Other amortizable intangibles | | 1,405 | | | (1,405) | | | 1,405 | | | (1,269) |
| Total | | $3,116 | | $(2,207) | | $3,116 | | $(1,969) | |||
Amortization expense was $238,000, $260,000 and $272,000 for the years ended December 31, 2025, 2024 and 2023, respectively.
Estimated future amortization expense by year as of December 31, 2025 is as follows:
| | | | |
|---|---|---|---|
| (Dollars in thousands) | | | |
| 2026 | | $101 | |
| 2027 | | 101 | |
| 2028 | | 101 | |
| 2029 | | | 101 |
| 2030 | | | 101 |
| Thereafter | | 404 | |
| Total | | $909 |
NOTE 9: Leases
The Corporation’s leases comprise primarily of leases of real estate in which the Corporation is the lessee. Lease cost for the years ended December 31, 2025, 2024 and 2023 is as follows:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | ||||||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 | ||||||||||
| Operating lease cost | | $729 | | $821 | | $872 | | |||
| Finance lease cost: | | | | | | | | | | |
| Amortization of right-of-use asset | | | 479 | | | 452 | | | 314 | |
| Interest on lease liability | | | 233 | | | 220 | | | 121 | |
| Short-term lease cost | | | 156 | | | 89 | | | 99 | |
| Variable lease cost | | 189 | | 121 | | 63 | | |||
| Total | | $1,786 | | $1,703 | | $1,469 | | |||
Interest on lease liability cost is included in “Interest expense – Borrowings” and all other lease costs are included in “Occupancy” on the Consolidated Statements of Income. Variable lease payments primarily represent payments for common area maintenance, taxes and fees that are not included in base rent payments, and changes in lease payments that are adjusted for inflation.
Certain of the Corporation’s leases contain options to extend the lease term beyond the initial term. Options to extend the lease term are recognized as part of the Corporation’s lease liabilities and right-of-use assets at the commencement of a lease to the extent the Corporation is reasonably certain to exercise such options.
The Corporation’s right-of-use assets, lease liabilities, weighted average remaining lease term and weighted average discount rate of the Corporation’s leases are set forth in the following table.
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · · December 31, · · December 31, | |||||||
| (Dollars in thousands) · · · 2025 · · 2024 | |||||||
| Operating leases: | | | | | | | |
| Right of use assets | | $2,441 | | $2,237 | | ||
| Lease liabilities | | $2,476 | | $2,260 | | ||
| Weighted average remaining lease term (years) | | | 7.5 | | | 8.5 | |
| Weighted average discount rate | | | 3.4% | | 3.0% | ||
| | | | | | | | |
| Finance leases: | | | | | | | |
| Right of use assets | | $6,837 | | $7,316 | | ||
| Lease liabilities | | $7,842 | | $8,169 | | ||
| Weighted average remaining lease term (years) | | | 14.5 | | | 15.5 | |
| Weighted average discount rate | | | 3.0% | | 3.0% | ||
Right of use assets are included in “Other Assets” on the Consolidated Balance Sheets. Operating lease liabilities are included in “Other Liabilities” and Finance lease liabilities are included in “Long-term Borrowings” in the Consolidated Balance Sheets. During the years ended December 31, 2025, 2024 and 2023, the Corporation assumed lease liabilities to obtain right-of-use assets in operating leases and financing leases of $867,000, $2.73 million and $775,000, respectively.
Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2025, 2024 and 2023 is set forth in the following table. In addition to the amounts paid shown below, the Corporation received lease incentives of $42,000 related to finance leases during the year ended December 31, 2024.
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | ||||||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 | ||||||||||
| Operating leases: | | | | | | | | | | |
| Operating cash flows | | $707 | | $832 | | $905 | | |||
| Finance leases: | | | | | | | | | | |
| Operating cash flows | | | 233 | | | 220 | | | 121 | |
| Financing cash flows | | | 327 | | | 233 | | | 220 | |
| Total | | $1,267 | | $1,285 | | $1,246 | | |||
Maturities of the Corporation’s lease liabilities are as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · December 31, 2025 | ||||||
| (Dollars in thousands) · · Operating Leases · · Finance Leases | ||||||
| 2026 | | $644 | | $525 | ||
| 2027 | | | 406 | | | 586 |
| 2028 | | | 312 | | | 602 |
| 2029 | | | 271 | | | 618 |
| 2030 | | | 242 | | | 635 |
| Thereafter | | | 921 | | | 6,725 |
| Total | | 2,796 | | 9,691 | ||
| Imputed interest | | (320) | | (1,849) | ||
| Total | | $2,476 | | $7,842 | ||
NOTE 10: Time Deposits
Time deposits are summarized as follows:
| · · · · · · · | |||||
|---|---|---|---|---|---|
| · · December 31, | |||||
| (Dollars in thousands) · · 2025 · · 2024 | |||||
| Certificates of deposit, over $250 | | $336,498 | | $264,405 | |
| Other time deposits | | 559,869 | | 553,924 | |
| Total | | $896,367 | | $818,329 | |
Remaining maturities on time deposits are as follows:
| · · · | ||
|---|---|---|
| (Dollars in thousands) | | December 31, 2025 |
| 2026 | | $837,910 |
| 2027 | | 48,444 |
| 2028 | | 6,768 |
| 2029 | | 1,607 |
| 2030 | | 1,243 |
| Thereafter | | 395 |
| Total | | $896,367 |
NOTE 11: Borrowings
The following table presents selected information on short-term borrowings:
| · · · · · · · | |||||
|---|---|---|---|---|---|
| · · December 31, | |||||
| (Dollars in thousands) · · 2025 · · 2024 | |||||
| Balance outstanding at year end1 | | $20,000 | | $28,994 | |
| Maximum balance at any month end during the year | | $48,893 | | $58,842 | |
| Average balance for the year | | $35,935 | | $29,614 | |
| Weighted average rate for the year | | 3.23% | 1.88% | ||
| Weighted average rate on borrowings at year end | | 4.61% | 1.64% | ||
| Estimated fair value at year end | | $20,081 | | $28,993 | |
| 1 | Consists of $20.0 million of advances from the FHLB at December 31, 2025. Consists of $28.99 million of repurchase transactions with customers, which generally mature the day following the day sold and are secured by investment securities at December 31, 2024. The repurchase agreement program was wound down during the third quarter of 2025. |
Long-term borrowings at December 31, 2025 were comprised of $15.00 million of convertible advances from the FHLB, $5.00 million of fixed rate hybrid advances from the FHLB and $40.00 million of the Corporation’s subordinated notes due in 2035 (the 2035 Subordinated Notes).
The FHLB convertible advances have fixed rates of interest unless the FHLB exercises its option to convert the interest on these advances from fixed rate to variable rate. The fixed rate hybrid FHLB advances provide fixed-rate funding until the stated maturity date. C&F Bank may add interest rate caps or floors at a future date, at which time the cost of the caps or floors will be added to the advance note. The following table presents selected information for the FHLB advances at December 31, 2025:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · Next | |||||||||
| · · · · · · · · Conversion | |||||||||
| (Dollars in thousands) · · · · Interest Rate · · Maturity Date · · Option Date | |||||||||
| Fixed Rate Hybrid Advances | $5,000 | 4.45% | 03/05/27 | | | | |||
| | | | | | | | | | |
| | | | | | | | | | |
| Convertible Advances | $5,000 | 4.06% | 03/05/27 | 03/05/26 | | ||||
| | $10,000 | 4.13% | 06/07/27 | | 03/09/26 | | |||
| | $10,000 | 4.68% | 03/23/26 | | | ||||
| | $10,000 | 4.55% | 09/21/26 | | 03/23/26 | | |||
On June 6, 2025, the Corporation completed the issuance of$40.0 million in aggregate principal amount of subordinated notes due 2035 (the Notes) in a private placement transaction. The Notes will initially bear interest at a fixed rate of 7.50% to but excluding June 30, 2030 and then at the then current three-month SOFR plus 388.5 basis points through maturity on June 30, 2035. Beginning on June 30, 2030 through maturity, the Notes may be redeemed at the Corporation’s option, on any scheduled interest payment date. Concurrently with the issuance, the Corporation repurchased its$20.0 million in aggregate principal amount of 4.875% fixed-to-floating rate subordinated notes due 2030 (the 2030 Notes). The 2030 Notes were repurchased at a price of 100% of the outstanding principal amount, plus accrued but unpaid interest, to but excluding the repurchase date. The 2030 Notes were to transition from a fixed rate of 4.875% to a floating rate at the then current three-month SOFR plus 475.5 basis points during the third quarter of 2025. The subordinated notes of the Corporation rank junior to all existing and future senior indebtedness of the Corporation and are structurally subordinated to all existing and future debt and liabilities of the Bank and its subsidiaries. These borrowings are presented in the Consolidated Balance Sheets net of issuance costs and, as applicable, acquisition premium.
The contractual maturities of long-term borrowings at December 31, 2025 are as follows:
| · · · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| (Dollars in thousands) · · Fixed Rate · · Floating Rate · · Total | |||||||
| 2026 | | $— | | $— | | $— | |
| 2027 | | 20,000 | | — | | 20,000 | |
| 2028 | | — | | — | | — | |
| 2029 | | — | | — | | — | |
| 2030 | | — | | — | | — | |
| Thereafter | | 40,000 | | — | | 40,000 | |
| Total | | $60,000 | | $— | | $60,000 | |
The Corporation’s available sources of credit for future borrowings totaled approximately $674.8 million at December 31, 2025, which consisted of $236.7 million available from the FHLB, $363.1 million available from the FRB, $75.00 million under unsecured federal funds agreements with third party financial institutions. Credit available from the FHLB is secured by a blanket floating lien on all qualifying closed-end and revolving, open-end loans of C&F Bank secured by 1-4 family residential properties. Credit available from the FRB is secured by liens on specific loans of C&F Bank. Additional loans and securities are available that can be pledged as collateral for future borrowings from the FRB or the FHLB above the current lendable collateral value.
C&F Financial Statutory Trust I (Trust I), C&F Financial Statutory Trust II (Trust II) and Central Virginia Bankshares Statutory Trust I (CVBK Trust I) are wholly-owned non-operating subsidiaries of the Corporation, formed for the purpose of issuing trust preferred capital securities. Collectively, these trusts have issued$25.00 million of trust preferred capital securities to institutional investors through private placements and$775,000 in common equity that is held by the Corporation. Trust preferred capital securities of$5.00 million issued by CVBK Trust I,$10.00 million issued by Trust I, and$10.00 million issued by Trust II mature in 2033, 2035 and 2037, respectively, and are redeemable at the Corporation’s option. Each of the trusts is required to make quarterly distributions to the holders of the securities at a rate based on thethree-month SOFR plus a spread of between 1.57 percent and 3.15 percent. During 2025, 2024 and 2023, the Corporation used interest rate swaps in designated cash flow hedges of interest payments on the trust preferred capital securities to mitigate the effects of changes in interest rates. The interest rate swaps manage the Corporation’s exposure to variability in cash flows for periods that end between June 2026 and June 2029. At December 31, 2025, the effect of the interest rate swaps was a fixed rate of interest on the securities issued by CVBK Trust I, Trust I and Trust II of 4.64 percent,5.80 percent and 5.10 percent, respectively. The principal assets of CVBK Trust I, Trust I and Trust II are trust preferred capital notes of the Corporation of$5.16 million,$10.31 million and$10.31 million, respectively, which have like maturities and like interest rates to the trust preferred capital securities. The interest payments by the Corporation on the notes will be used by the trusts to pay the quarterly distributions on the trust preferred capital securities. The trusts are unconsolidated subsidiaries of the Corporation, and the Corporation’s trust preferred capital notes are presented as liabilities in the Consolidated Balance Sheets net of acquisition discount, as applicable.
Subject to certain exceptions and limitations, the Corporation may elect from time to time to defer interest payments on the junior subordinated debt securities, which would result in a deferral of distribution payments on the related capital securities.
NOTE 12: Equity, Other Comprehensive Income and Earnings Per Share
Equity and Noncontrolling Interest
The Board of Directors authorized a program, effective January 1, 2025 through December 31, 2025, to repurchase up to $5.0 million of the Corporation’s common stock (the 2025 Repurchase Program). During the year ended December 31, 2025, the Corporation did not repurchase any of its common stock under the 2025 Repurchase Program. In December 2025, the Board of Directors authorized a program, effective January 1, 2026 through December 31, 2026, to repurchase up to $5.0 million of the Corporation’s common stock (the 2026 Repurchase Program).
Under the Corporation’s previous share repurchase programs authorized by the Board of Directors, the Corporation repurchased 160,694 shares, or $7.95 million, and 135,327 shares, or $7.51 million, of its common stock during the years ended December 31, 2024 and 2023, respectively.
Additionally, during the years ended December 31, 2025, 2024 and 2023, the Corporation withheld 12,808 shares,13,937 shares and 12,039 shares of its common stock, respectively, from employees to satisfy tax withholding obligations upon vesting of restricted stock.
Noncontrolling interest represents an ownership interest in C&F Select LLC, a subsidiary of C&F Mortgage, held by an unrelated investor.
Accumulated Other Comprehensive Income (Loss), Net
Changes in each component of accumulated other comprehensive loss were as follows for the years ended December 31, 2025, 2024 and 2023:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Securities · · Defined · · Cash · · · | ||||||||||||
| · · Available · · Benefit · · Flow · · | ||||||||||||
| (Dollars in thousands) · · For Sale · · Plan · · Hedges · · Total | ||||||||||||
| Accumulated other comprehensive (loss) income at December 31, 2024 | | $(23,693) | | $(1,797) | | $886 | | $(24,604) | ||||
| | | | | | | | | | | | | |
| Other comprehensive income (loss) arising during the period | | 17,065 | | 705 | | (799) | | 16,971 | ||||
| Related income tax effects | | (3,584) | | (148) | | 206 | | (3,526) | ||||
| | | | 13,481 | | | 557 | | | (593) | | | 13,445 |
| | | | | | | | | | | | | |
| Reclassifications into net income | | | — | | | (22) | | | 15 | | | (7) |
| Related income tax effects | | | — | | | 4 | | | (4) | | | — |
| | | | — | | | (18) | | | 11 | | | (7) |
| | | | | | | | | | | | | |
| Other comprehensive income (loss), net of tax | | | 13,481 | | | 539 | | | (582) | | | 13,438 |
| | | | | | | | | | | | | |
| Accumulated other comprehensive (loss) income at December 31, 2025 | | $(10,212) | | $(1,258) | | $304 | | $(11,166) | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Securities · · Defined · · Cash · · · | ||||||||||||
| · · Available · · Benefit · · Flow · · | ||||||||||||
| (Dollars in thousands) · · For Sale · · Plan · · Hedges · · Total | ||||||||||||
| Accumulated other comprehensive (loss) income at December 31, 2023 | | $(25,002) | | $(2,752) | | $1,067 | | $(26,687) | ||||
| | | | | | | | | | | | | |
| Other comprehensive income (loss) arising during the period | | 1,657 | | 1,146 | | (238) | | 2,565 | ||||
| Related income tax effects | | (348) | | (240) | | 61 | | (527) | ||||
| | | | 1,309 | | | 906 | | | (177) | | | 2,038 |
| | | | | | | | | | | | | |
| Reclassifications into net income | | | — | | | 62 | | | (6) | | | 56 |
| Related income tax effects | | | — | | | (13) | | | 2 | | | (11) |
| | | | — | | | 49 | | | (4) | | | 45 |
| | | | | | | | | | | | | |
| Other comprehensive income (loss), net of tax | | | 1,309 | | | 955 | | | (181) | | | 2,083 |
| | | | | | | | | | | | | |
| Accumulated other comprehensive (loss) income at December 31, 2024 | | $(23,693) | | $(1,797) | | $886 | | $(24,604) | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Securities · · Defined · · Cash · · · | ||||||||||||
| · · Available · · Benefit · · Flow · · | ||||||||||||
| (Dollars in thousands) · · For Sale · · Plan · · Hedges · · Total | ||||||||||||
| Accumulated other comprehensive (loss) income at December 31, 2022 | | $(35,184) | | $(3,236) | | $1,462 | | $(36,958) | ||||
| | | | | | | | | | | | | |
| Other comprehensive income (loss) arising during the period | | 12,883 | | 508 | | (526) | | 12,865 | ||||
| Related income tax effects | | (2,705) | | (106) | | 135 | | (2,676) | ||||
| | | | 10,178 | | | 402 | | | (391) | | | 10,189 |
| | | | | | | | | | | | | |
| Reclassifications into net income | | | 5 | | | 104 | | | (6) | | | 103 |
| Related income tax effects | | | (1) | | | (22) | | | 2 | | | (21) |
| | | | 4 | | | 82 | | | (4) | | | 82 |
| | | | | | | | | | | | | |
| Other comprehensive income (loss), net of tax | | | 10,182 | | | 484 | | | (395) | | | 10,271 |
| | | | | | | | | | | | | |
| Accumulated other comprehensive (loss) income at December 31, 2023 | | $(25,002) | | $(2,752) | | $1,067 | | $(26,687) | ||||
The following table provides information regarding the reclassifications from accumulated other comprehensive loss into net income for the years ended December 31, 2025, 2024 and 2023:
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, · · Line Item In the Consolidated | |||||||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 · · Statements of Income | |||||||||||
| Securities available for sale: | | | | | | | | | | | |
| Reclassification of net realized losses into net income | | $— | | $— | | $(5) | | Net losses on sales, maturities and calls of available for sale securities | |||
| Related income tax effects | | | — | | | — | | | 1 | | Income tax expense |
| | | | — | | | — | | | (4) | | Net of tax |
| | | | | | | | | | | | |
| Defined benefit plan:1 | | | | | | | | | | | |
| Reclassification of recognized net actuarial losses into net income | | | (46) | | | (129) | | | (171) | | Noninterest expenses - Other |
| Amortization of prior service credit into net income | | | 68 | | | 67 | | | 67 | | Noninterest expenses - Other |
| Related income tax effects | | | (4) | | | 13 | | | 22 | | Income tax expense |
| | | | 18 | | | (49) | | | (82) | | Net of tax |
| | | | | | | | | | | | |
| Cash flow hedges: | | | | | | | | | | | |
| Amortization of hedging gains into net income | | | (15) | | | 6 | | | 6 | | Interest expense - Trust preferred capital notes |
| Related income tax effects | | | 4 | | | (2) | | | (2) | | Income tax expense |
| | | | (11) | | | 4 | | | 4 | | Net of tax |
| | | | | | | | | | |||
| Total | | $7 | | $(45) | | $(82) | | | |||
1 See “Note 14: Employee Benefit Plans,” for additional information.
Earnings Per Share (EPS)
The components of the Corporation’s EPS calculations are as follows:
| · · · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | |||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 | |||||||
| Net income attributable to C&F Financial Corporation | | $26,835 | | $19,834 | | $23,604 | |
| Weighted average shares outstanding—basic and diluted | | 3,237,541 | | 3,299,574 | | 3,411,995 | |
The Corporation has applied the two-class method of computing basic and diluted EPS for each period presented because the Corporation’s unvested restricted shares outstanding contain rights to nonforfeitable dividends equal to dividends on the Corporation’s common stock. Accordingly, the weighted average number of shares used in the calculation of basic and diluted EPS includes both vested and unvested shares outstanding.
NOTE 13: Income Taxes
Principal components of income tax expense as reflected in the Consolidated Statements of Income are as follows:
| · · · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | |||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 | |||||||
| Current taxes | | $5,926 | | $3,741 | | $4,832 | |
| Deferred taxes | | 154 | | 474 | | 586 | |
| Total | | $6,080 | | $4,215 | | $5,418 | |
Income tax expense for the years ended December 31, 2025, 2024 and 2023 differed from the federal statutory rate applied to income before income taxes for the following reasons:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | ||||||||||||||||
| · · · 2025 · · · 2024 · · · 2023 · | ||||||||||||||||
| (Dollars in thousands) · · Amount · · Percent · · Amount · · Percent · · Amount · · Percent | ||||||||||||||||
| Income tax at federal statutory rates | | $6,945 | 21.0% | $5,068 | 21.0% | $6,124 | 21.0% | |||||||||
| State income taxes, net of federal income tax effect1 | | 196 | 0.6 | | 15 | 0.1 | | 82 | 0.3 | | ||||||
| Tax credits | | | | | | | | | | | ||||||
| Investments in qualified housing projects | | | (88) | | (0.3) | | | (87) | | (0.4) | | | (75) | | (0.3) | |
| Nontaxable or nondeductible items | | | | | | | | | | | | | | | | |
| Tax exempt interest income | | | (977) | | (3.0) | | | (907) | | (3.8) | | | (762) | | (2.6) | |
| Disallowed interest expense | | 251 | 0.8 | | 281 | 1.2 | | | 180 | 0.6 | | |||||
| Other nontaxable or nondeductible items | | (247) | (0.7) | | (155) | (0.7) | | (131) | (0.5) | | ||||||
| Total | | $6,080 | 18.4% | $4,215 | 17.4% | $5,418 | 18.5% | |||||||||
| 1 | State income taxes in Virginia, in Virgina and Georgia and in Virginia, Georgia and Tennessee made up the majority (greater than 50 percent) of the tax effect in this category for the years ended December 31, 2025, 2024 and 2023, respectively. |
The Corporation’s net deferred income taxes totaled $14.04 million and $17.72 million at December 31, 2025 and 2024, respectively. The tax effects of each type of significant item that gave rise to deferred taxes are:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · December 31, | |||||||
| (Dollars in thousands) · · 2025 · · 2024 | |||||||
| Deferred tax assets | | | | | | | |
| Allowances for credit losses, reserve for unfunded commitments and OREO losses | | $10,087 | | $10,238 | | ||
| Net unrealized loss on securities available for sale | | | 2,714 | | | 6,298 | |
| Nonqualified deferred compensation plan | | 3,825 | | 3,781 | | ||
| Lease liabilities | | | 2,192 | | | 2,216 | |
| Fair value adjustments related to business combinations | | 177 | | 251 | | ||
| Share-based compensation | | 757 | | 736 | | ||
| Reserve for indemnification losses | | 263 | | 313 | | ||
| Accrued expenses | | | 589 | | | 521 | |
| Other | | 891 | | 783 | | ||
| Deferred tax assets | | 21,495 | | 25,137 | | ||
| Deferred tax liabilities | | | | | | | |
| Goodwill and other intangible assets | | (2,960) | | (2,992) | | ||
| Right of use assets | | | (1,974) | | | (2,034) | |
| Depreciation | | (1,347) | | (1,213) | | ||
| Defined benefit plan | | (1,064) | | (862) | | ||
| Cash flow hedges | | | (111) | | | (317) | |
| Deferred tax liabilities | | (7,456) | | (7,418) | | ||
| Net deferred tax assets | | $14,039 | | $17,719 | | ||
Income tax paid for the years ended December 31, 2025, 2024 and 2023 are set forth in the following table.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | |||||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 | |||||||||
| Federal | | $5,600 | | $500 | | $5,750 | |||
| State and local: | | | | | | | | | |
| Virginia | | | * | | | (500) | | | * |
| Maryland | | | * | | | 10 | | | * |
| West Virginia | | | * | | | (20) | | | * |
| North Carolina | | | * | | | 13 | | | * |
| Texas | | | * | | | (3) | | | * |
| Other | | 11 | | — | | 275 | |||
| Total taxes paid | | $5,611 | | $— | | $6,025 | |||
*State below 5 percent of total income tax paid for the period presented.
The Corporation files income tax returns in the U.S. federal jurisdiction and several states. With few exceptions, the Corporation is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years prior to 2022.
NOTE 14: Employee Benefit Plans
The Corporation’s subsidiaries maintain defined contribution plans that provide the opportunity for voluntary tax-qualified deferral to substantially all of their full-time employees who are at least 18 years of age. These plans also provide for employer contributions as a discretionary or non-discretionary matching contribution and in some cases as a discretionary profit-sharing contribution to the account of each participant. The total expense recognized in connection with these
qualified defined contribution plans for 2025, 2024 and 2023 were$1.52 million,$1.47 million and$1.55 million, respectively.
C&F Bank has a non-contributory, defined benefit pension plan (Cash Balance Plan) for many of its full-time employees over 21 years of age. During 2021, C&F Bank amended its Cash Balance Plan and closed the plan to new entrants hired after December 31, 2021. Benefits earned by participants in the plan hired before January 1, 2022 were not affected by the amendment and will continue to accrue for active participants. Under the Cash Balance Plan, the benefit account for each participant will grow each year with annual pay credits based on age and years of service and monthly interest credits based on the yield on 30-year Treasuries plus 150 basis points, but no less than three percent. C&F Bank funds pension costs in accordance with the funding provisions of the Employee Retirement Income Security Act.
The Corporation has a nonqualified deferred compensation plan for certain executives. The plan allows for elective deferrals of salary, bonus and commissions. The plan also allows for discretionary employer contributions to enhance retirement benefits by supplementing the benefits provided under tax-qualified plans. Expenses under this plan were $380,000, $378,000 and $325,000 in 2025, 2024 and 2023, respectively. The deferred compensation liability under the nonqualified plan is not required to be funded, however, the current liability is funded and held in a rabbi trust and invested according to participant elections. These investments are included in other assets and the related liability is included in other liabilities.
In 2014, the Corporation approved an additional compensation benefit for the Corporation’s Chief Executive Officer at the time to provide post-retirement medical and dental coverage for him and his spouse for life. There wasno expense recognized for this arrangement in the years ended December 31, 2025, 2024 and 2023, with all estimated amounts having been accrued. The remaining related liability is included in other liabilities.
The following table summarizes the projected benefit obligations, plan assets, funded status and related assumptions associated with the Cash Balance Plan based upon actuarial valuations.
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · December 31, | |||||||
| (Dollars in thousands) · · 2025 · · 2024 | |||||||
| Change in benefit obligation | | | | | | | |
| Projected benefit obligation, beginning | | $17,053 | | $16,812 | | ||
| Service cost | | 1,320 | | 1,414 | | ||
| Interest cost | | 864 | | 757 | | ||
| Actuarial loss (gain) | | 640 | | (802) | | ||
| Benefits paid | | (1,381) | | (1,128) | | ||
| Projected benefit obligation, ending | | | 18,496 | | | 17,053 | |
| Change in plan assets | | | | | | | |
| Fair value of plan assets, beginning | | | 21,157 | | | 19,588 | |
| Actual return on plan assets | | 2,787 | | 1,697 | | ||
| Employer contributions | | 1,000 | | 1,000 | | ||
| Benefits paid | | | (1,381) | | | (1,128) | |
| Fair value of plan assets, ending | | | 23,563 | | | 21,157 | |
| Funded status | | $5,067 | | $4,104 | | ||
| Amounts recognized as an other asset | | $5,067 | | $4,104 | | ||
| Amounts recognized in accumulated other comprehensive loss | | | | | | | |
| Net loss | | $1,692 | | $2,443 | | ||
| Prior service credits | | (100) | | (168) | | ||
| Deferred taxes | | (334) | | (478) | | ||
| Total recognized in accumulated other comprehensive loss | | $1,258 | | $1,797 | | ||
| Weighted-average assumptions for benefit obligation at valuation date | | | | | | | |
| Discount rate | | 5.2% | 5.4% | ||||
| Rate of compensation increase | | 3.0 | | 3.0 | | ||
| Interest crediting rate | | 5.0 | | 5.0 | | ||
The projected benefit obligation was $18.50 million and $17.05 million as of the actuarial valuation dates December 31, 2025 and 2024, respectively. The actuarial loss of $640,000 on the projected benefit obligation for 2025 and the actuarial gain of $802,000 on the projected benefit obligation for 2024 were due primarily to fluctuations in the discount rate and demographic changes in the population.
The Cash Balance Plan contains provisions that allow participants the option of receiving their pension benefits in a lump sum upon retirement or, in certain cases, prior to retirement. The Corporation’s accounting policy is to record these payments as a settlement only if, in the aggregate for a given year, they exceed the sum of the annual service cost and interest cost for the Cash Balance Plan. There were no lump sum pension settlement payments which exceeded the settlement threshold during 2025 or 2024.
The following table summarizes the components of net periodic benefit cost and related assumptions associated with the Cash Balance Plan.
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | ||||||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 | ||||||||||
| Components of net periodic benefit cost: | | | | | | | | | | |
| Service cost, included in salaries and employee benefits | | $1,320 | | $1,414 | | $1,377 | | |||
| | | | | | | | | | | |
| Other components of net periodic benefit cost: | | | | | | | | | | |
| Interest cost | | 864 | | 757 | | 728 | | |||
| Expected return on plan assets | | (1,443) | | (1,351) | | (1,284) | | |||
| Amortization of prior service credit | | (68) | | (67) | | (67) | | |||
| Recognized net actuarial losses | | 46 | | 129 | | 171 | | |||
| Other components of net periodic benefit cost, included in other noninterest expense | | | (601) | | | (532) | | | (452) | |
| | | | | | | | | | | |
| Net periodic benefit cost | | $719 | | $882 | | $925 | | |||
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · January 1, | |||||||
| · · 2025 · · 2024 · · 2023 | |||||||
| Weighted-average assumptions for net periodic benefit cost | | | | | | | |
| Discount rate | 5.4% | 4.7% | 4.9% | ||||
| Expected return on plan assets | 7.3 | | 7.3 | | 7.3 | | |
| Rate of compensation increase | 3.0 | | 3.0 | | 3.0 | | |
| Interest crediting rate | | 5.0 | | 5.0 | | 5.0 | |
The benefits expected to be paid by the plan in the next ten years are as follows:
| · · · · | |||
|---|---|---|---|
| (Dollars in thousands) | | | |
| 2026 | | $1,989 | |
| 2027 | | 978 | |
| 2028 | | 1,166 | |
| 2029 | | 1,722 | |
| 2030 | | 1,552 | |
| 2031 – 2035 | | 11,653 | |
C&F Bank selects the expected long-term rate of return on assets in consultation with its investment advisors and actuary. This rate is intended to reflect the average rate of earnings expected to be earned on the funds invested or to be invested to provide plan benefits. Historical performance is reviewed, especially with respect to real rates of return (net of inflation), for the major asset classes held or anticipated to be held by the trust and for the trust itself. No undue weight is given to recent experience, which may not continue over the measurement period. Higher significance is placed on current forecasts of future long-term economic conditions.
Because assets are held in a qualified trust, anticipated returns are not reduced for taxes. Further, solely for this purpose, the plan is assumed to continue in force and not terminate during the period during which assets are invested. However, consideration is given to the potential impact of current and future investment policy, cash flow into and out of the trust, and expenses (both investment and non-investment) typically paid from plan assets (to the extent such expenses are not explicitly within periodic costs).
C&F Bank’s Cash Balance Plan’s weighted average asset allocations by asset category are as follows:
| | | | | | |
|---|---|---|---|---|---|
| · · December 31, | |||||
| · · 2025 · · 2024 | |||||
| Mutual funds-fixed income | 37% | 37% | |||
| Mutual funds-equity | 63 | | 63 | | |
| Cash and equivalents | | * | | * | |
| | 100% | 100% | |||
- Less than one percent.
The following table summarizes the fair value of the defined benefit plan assets as of December 31,2025 and 2024. For more information about fair value measurements, see “Note 19: Fair Value of Assets and Liabilities.”
| · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | |||||||||
| · · Fair Value Measurements Using · · Assets at Fair | |||||||||
| (Dollars in thousands) · · Level 1 · · Level 2 · · Level 3 · · Value | |||||||||
| Mutual funds-fixed income 1 | | $8,718 | | $— | | $— | | $8,718 | |
| Mutual funds-equity 2 | | 14,845 | | — | | — | | 14,845 | |
| Cash and equivalents 3 | | — | | — | | — | | — | |
| Total | | $23,563 | | $— | | $— | | $23,563 | |
| · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2024 | |||||||||
| · · Fair Value Measurements Using · · Assets at Fair | |||||||||
| (Dollars in thousands) · · Level 1 · · Level 2 · · Level 3 · · Value | |||||||||
| Mutual funds-fixed income 1 | | $7,828 | | $— | | $— | | $7,828 | |
| Mutual funds-equity 2 | | 13,329 | | — | | — | | 13,329 | |
| Cash and equivalents 3 | | — | | — | | — | | — | |
| Total | | $21,157 | | $— | | $— | | $21,157 | |
| 1 | This category includes investments in mutual funds focused on fixed income securities with both short-term and long-term investments. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the funds. |
| 2 | This category includes investments in mutual funds focused on equity securities with a diversified portfolio and includes investments in large cap and small cap funds, growth funds, international focused funds and value funds. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the funds. |
| 3 | This category comprises cash and short-term cash equivalent funds. The funds are valued at cost which approximates fair value. |
The trust fund is sufficiently diversified to maintain a reasonable level of risk without imprudently sacrificing return, with a targeted asset allocation of 40 percent fixed income and 60 percent equities. The investment advisor selects investment fund managers with demonstrated experience and expertise, and funds with demonstrated historical performance, for the implementation of the plan’s investment strategy. The investment advisor will consider both actively and passively managed investment strategies and will allocate funds across the asset classes to develop an efficient investment structure.
It is the responsibility of the trustee to administer the investments of the trust within reasonable costs, being careful to avoid sacrificing quality. These costs include, but are not limited to, management and custodial fees, consulting fees, transaction costs and other administrative costs chargeable to the trust.
NOTE 15: Related Party Transactions
Loans outstanding to the Corporation’s management, including directors and senior officers and certain of their affiliates, totaled $92,000 and $1.22 million at December 31, 2025 and 2024, respectively. For the year ended December 31, 2025, the Corporation made $97,000 new loan advances to directors and senior officers and received repayments totaling $1.23 million. Total deposits of directors and senior officers and their related interests were $7.28 million and $6.22 million at December 31, 2025 and 2024, respectively. In the opinion of management, these transactions were made in the ordinary course of business on substantially the same terms and conditions, including interest rates, collateral and repayment terms, as those prevailing at the same time for comparable transactions with unrelated persons, and, in the opinion of management and the Corporation’s Board of Directors, do not involve more than normal risk or present other unfavorable features.
NOTE 16: Share-Based Plans
On April 19, 2022, the Corporation’s shareholders approved the C&F Financial Corporation 2022 Stock and Incentive Compensation Plan (the 2022 Plan) for the grant of equity awards to certain key employees of the Corporation, as well as non-employee directors and consultants. The 2022 Plan authorizes the Corporation to issue equity awards in the form of stock options, restricted stock, restricted stock units and other stock-based awards. Since the 2022 Plan’s approval, equity awards have only been issued in the form of restricted stock.
Prior to the approval of the 2022 Plan, the Corporation granted equity awards under the 2013 Stock and Incentive Compensation Plan, (the 2013 Plan). The 2013 Plan authorized the Corporation to issue equity awards in the form of stock options, tandem stock appreciation rights, restricted stock, restricted stock units and/or other stock-based awards. All equity awards under the 2013 Plan were issued in the form of restricted stock.
As permitted under the plans, the Corporation awards shares of restricted stock to certain key employees, non-employee directors and consultants. Restricted shares awarded to employees generally vest over periods up tofive years and restricted shares awarded to non-employee directors generally vest over periods up tothree years. A summary of the activity for restricted stock awards for the periods indicated is presented below:
| · · · · · · · · · · · · · · · · | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · 2025 · · 2024 · · 2023 | ||||||||||||||
| · · · · Weighted- · · · · Weighted- · · · · Weighted- | ||||||||||||||
| · · · · Average · · · · Average · · · · Average | ||||||||||||||
| · · · · Grant Date · · · · Grant Date · · · · Grant Date | ||||||||||||||
| · · Shares · · Fair Value · · Shares · · Fair Value · · Shares · · Fair Value | ||||||||||||||
| Nonvested at beginning of year | 119,778 | | $54.56 | 135,694 | | $52.13 | 145,677 | | $48.88 | | ||||
| Granted | | 29,615 | | 76.53 | 32,320 | | 60.15 | 36,945 | | 62.87 | | |||
| Vested | (41,810) | | 43.07 | (46,801) | | 51.39 | (43,383) | | 50.59 | | ||||
| Cancelled | (7,005) | | 58.04 | (1,435) | | 53.69 | (3,545) | | 49.37 | | ||||
| Nonvested at end of year | 100,578 | | | 65.57 | 119,778 | | | 54.56 | 135,694 | | | 52.13 | | |
The fair value of shares that vested during the years ended December 31, 2025, 2024 and 2023 were$2.96 million,$2.73 million, and$2.52 million, respectively. Compensation is accounted for using the fair value of the Corporation’s common stock on the date the restricted shares are awarded. Compensation expense is charged to income ratably over the required service periods and was$1.85 million ($1.14 million after income taxes) in 2025,$1.92 million ($1.29 million after income taxes) in 2024 and$1.99 million ($1.35 million after income taxes) in 2023. As of December 31, 2025, there was$3.66 million of total unrecognized compensation cost related to restricted stock granted under the plan, which is expected to be recognized through 2030, with a weighted-average remaining service period of 3.1 years.
NOTE 17: Regulatory Requirements and Restrictions
The Bank is subject to various regulatory capital requirements administered by the 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 Corporation’s and 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 Bank’s capital amounts and classification are subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Federal banking regulations also impose regulatory capital requirements on bank holding companies. Under the small bank holding company policy statement of the FRB, which applies to certain bank holding companies with consolidated total assets of less than $3 billion, the Corporation was not subject to regulatory capital requirements as of December 31, 2025.
As of December 31, 2025, the Bank was categorized as well capitalized under the FDIC’s regulatory framework for prompt corrective action. To be categorized as well capitalized under regulations applicable at December 31, 2025, the Bank was required to maintain minimum total risk-based, Tier 1 risk-based, CET1 risk-based and Tier 1 leverage ratios as set forth in the tables below. The total capital ratio, Tier 1 capital ratio and CET1 ratio are calculated as a percentage of risk-weighted assets. The Tier 1 leverage ratio is calculated as a percentage of average tangible assets.
The Corporation’s and the Bank’s actual capital amounts and ratios as of December 31, 2025 and 2024 are presented in the following tables along with regulatory requirements for the Bank and requirements that apply to bank holding companies that are subject to regulatory capital requirements for bank holding companies. The Corporation’s consolidated capital is determined under regulations that apply to bank holding companies that are not small bank holding companies. Although the minimum regulatory capital requirements are not applicable to the Corporation, the Corporation calculates these ratios for its own planning and monitoring purposes. Total risk-weighted assets at December 31, 2025 for the Corporation were $2.26 billion and for the Bank were $2.23 billion. Total risk-weighted assets at December 31, 2024 for the Corporation were $2.13 billion and for the Bank were $2.10 billion. Management believes that, as of December 31, 2025, the Bank met all capital adequacy requirements to which it is subject.
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 · | ||||||||||||||||
| · · · · · · · Minimum Capital · · Well Capitalized · | ||||||||||||||||
| · · Actual · · Requirements · · Requirements · | ||||||||||||||||
| (Dollars in thousands) · Amount · · Ratio · · Amount · · Ratio · · Amount · · Ratio · | ||||||||||||||||
| The Corporation | | | | | | | | | | | | | | | | |
| Total risk-based capital ratio | | $342,856 | | 15.2% | $180,649 | | 8.0% | $ | N/A | | N/A | % | ||||
| Tier 1 risk-based capital ratio | | | 274,469 | | 12.2 | | | 135,487 | | 6.0 | | | N/A | | N/A | |
| Common Equity Tier 1 capital ratio | | | 249,469 | | 11.0 | | | 101,615 | | 4.5 | | | N/A | | N/A | |
| Tier 1 leverage ratio | | | 274,469 | | 10.0 | | | 110,060 | | 4.0 | | | N/A | | N/A | |
| | | | | | | | | | | | | | | | | |
| The Bank | | | | | | | | | | | | | | | | |
| Total risk-based capital ratio | | $330,859 | | 14.8% | $178,421 | | 8.0% | $223,026 | | 10.0% | ||||||
| Tier 1 risk-based capital ratio | | | 302,815 | | 13.6 | | | 133,816 | | 6.0 | | | 178,421 | | 8.0 | |
| Common Equity Tier 1 capital ratio | | | 302,815 | | 13.6 | | | 100,362 | | 4.5 | | | 144,967 | | 6.5 | |
| Tier 1 leverage ratio | | | 302,815 | | 11.1 | | | 109,173 | | 4.0 | | | 136,466 | | 5.0 | |
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2024 · | ||||||||||||||||
| · · · · · · · Minimum Capital · · Well Capitalized · | ||||||||||||||||
| · · Actual · · Requirements · · Requirements · | ||||||||||||||||
| (Dollars in thousands) · · Amount · · Ratio · · Amount · · Ratio · · Amount · · Ratio · | ||||||||||||||||
| The Corporation | | | | | | | | | | | | | | | | |
| Total risk-based capital ratio | | $299,157 | | 14.1% | $170,256 | | 8.0% | $ | N/A | | N/A | % | ||||
| Tier 1 risk-based capital ratio | | | 252,373 | | 11.9 | | | 127,692 | | 6.0 | | | N/A | | N/A | |
| Common Equity Tier 1 capital ratio | | | 227,373 | | 10.7 | | | 95,769 | | 4.5 | | | N/A | | N/A | |
| Tier 1 leverage ratio | | | 252,373 | | 9.8 | | | 102,645 | | 4.0 | | | N/A | | N/A | |
| | | | | | | | | | | | | | | | | |
| The Bank | | | | | | | | | | | | | | | | |
| Total risk-based capital ratio | | $284,550 | | 13.5% | $168,233 | | 8.0% | $210,291 | | 10.0% | ||||||
| Tier 1 risk-based capital ratio | | | 258,078 | | 12.3 | | | 126,175 | | 6.0 | | | 168,233 | | 8.0 | |
| Common Equity Tier 1 capital ratio | | | 258,078 | | 12.3 | | | 94,631 | | 4.5 | | | 136,689 | | 6.5 | |
| Tier 1 leverage ratio | | | 258,078 | | 10.1 | | | 101,805 | | 4.0 | | | 127,256 | | 5.0 | |
The Basel III rules established a “capital conservation buffer” of additional capital of 2.5 percent above the regulatory minimum risk-based capital ratios, which is not included in the tables above. Including the capital conservation buffer, the minimum ratios are a common equity Tier 1 risk-based capital ratio of 7.0 percent, a Tier 1 risk-based capital ratio of 8.5 percent and a total risk-based capital ratio of 10.5 percent. The Corporation and the Bank exceeded these ratios at December 31, 2025 and 2024.
Between 2003 and 2007, the Corporation’s statutory business trusts issued $25.00 million of aggregate trust preferred securities. Based on the Corporation’s Tier 1 capital levels, the entire $25.00 million of trust preferred securities was included in the Corporation’s Tier 1 capital as of December 31, 2025 and 2024. During the second quarter of 2025, the Corporation repurchased $20.0 million of the 2030 Notes and issued $40.0 million of the Notes. The net increase of $20.00 million in subordinated notes increased total capital of the Corporation. The Corporation used a portion of the proceeds from the Notes issuance to increase its investment in the Bank, which increased CET1, Tier 1 capital and total capital of the Bank. The Corporation’s Notes, issued in 2025, qualify for inclusion in Tier 2 capital of the Corporation as of December 31, 2025. The Corporation’s 2030 Notes, issued in 2020, qualified for inclusion in Tier 2 capital of the Corporation as of December 31, 2024. In each case, the amount included in regulatory capital with respect to trust preferred securities or subordinated notes may be reduced as those instruments near maturity.
Federal and state banking regulations place certain restrictions on dividends paid and loans or advances made by C&F Bank to the Corporation. The total amount of dividends that may be paid at any date by C&F Bank is generally limited to the retained earnings of C&F Bank, while other measures of capital adequacy may also restrict the Bank’s ability to declare dividends.
NOTE 18: Commitments and Contingent Liabilities
The Corporation enters into commitments to extend credit in the normal course of business to meet the financing needs of its customers, including loan commitments and standby letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amounts recorded on the Consolidated Balance Sheets. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit written is represented by the contractual amount of these instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Collateral is obtained based on management’s credit assessment of the customer.
Loan commitments are agreements to extend credit to a customer provided that there are no violations of the terms of the contract prior to funding. Commitments have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Because many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit-worthiness on a case-by-case basis. The amount of loan commitments at the Bank was $443.28 million at December 31, 2025 and $469.77 million at December 31, 2024, which does not include IRLCs at the mortgage banking
segment, which are discussed in Note 21. Off balance sheet credit exposures, including loan commitments, are not recorded on balance sheet, but expected credit losses arising from off balance sheet credit exposures are recorded as a reserve for unfunded commitments and reported in Other Liabilities. The following table presents the Corporation’s reserve for unfunded commitments for the periods indicated.
| · · · · · · | ||||
|---|---|---|---|---|
| · · Year Ended December 31, | ||||
| (Dollars in thousands) | | 2025 | | 2024 |
| Balance at the beginning of period | | $1,800 | | $1,650 |
| Provision charged to operations | | (200) | | 150 |
| Total | | $1,600 | | $1,800 |
Standby letters of credit are written conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The total contract amount of standby letters of credit, whose contract amounts represent credit risk, was $22.21 million at December 31, 2025 and $18.79 million at December 31, 2024.
The mortgage banking segment sells the majority of the residential mortgage loans it originates to third-party investors. Additionally, the community banking segment purchases residential mortgage loans from the mortgage banking segment under terms and conditions similar to third-party investors. As is customary in the industry, the agreements with these investors require the mortgage banking segment to extend representations and warranties with respect to program compliance, borrower misrepresentation, fraud, and early payment performance. Under the agreements, the investors are entitled to make loss claims and repurchase requests of the mortgage banking segment for loans that contain covered deficiencies. The mortgage banking segment has obtained early payment default recourse waivers for a portion of its business. Recourse periods for early payment default for the remaining investors vary from 90 days up toone year. Recourse periods for borrower misrepresentation or fraud, or underwriting error do not have a stated time limit. The mortgage banking segment maintains an allowance for indemnifications that represents management’s estimate of losses that are probable of arising under these recourse provisions. As performance data for loans that have been sold is not made available to the mortgage banking segment by the investors, the estimate of potential losses is inherently subjective and is based on historical indemnification payments and management’s assessment of current conditions that may contribute to indemnified losses on mortgage loans that have been sold in the secondary market. During the year ended December 31, 2025, the Corporation recorded a net reversal of provision for indemnifications of$190,000, compared to a net reversal of provision for indemnifications of$460,000 for the year ended December 31, 2024, which is included in “Noninterest Expenses – Other” on the Consolidated Statements of Income. The following table presents the changes in the allowance for indemnification losses for the periods presented:
| · · · · · · · · · · | |||||||
|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | |||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 | |||||||
| Allowance, beginning of period | | $1,349 | | $1,809 | | $2,394 | |
| Net reversal of provision for indemnification losses | | (190) | | (460) | | (585) | |
| Payments | | — | | — | | — | |
| Total | | $1,159 | | $1,349 | | $1,809 | |
NOTE 19: Fair Value of Assets and Liabilities
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:
| ● | Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 assets and liabilities include debt securities traded in an active exchange market. |
| ● | 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 or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| ● | Level 3—Valuation is determined using model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect the Corporation’s estimates of assumptions that market participants would use in pricing the respective asset or liability. Valuation techniques may include the use of pricing models, discounted cash flow models and similar techniques. |
GAAP allows an entity the irrevocable option to elect fair value (the fair value option) for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. The Corporation has elected to use fair value accounting for its entire portfolio of LHFS.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following describes the valuation techniques and inputs used by the Corporation in determining the fair value of certain assets recorded at fair value on a recurring basis in the financial statements.
Securities available for sale. The Corporation primarily values its investment portfolio using Level 2 fair value measurements, but may also use Level 1 or Level 3 measurements if required by the composition of the portfolio. At December 31, 2025 and 2024, the Corporation’s entire securities portfolio was comprised of investments in debt securities classified as available for sale, which were valued using Level 2 fair value measurements. The Corporation has contracted with third party portfolio accounting service vendors for valuation of its securities portfolio. The vendors’ sources for security valuation are ICE Data Services (ICE), London Stock Exchange Group (LSEG) and Bloomberg Valuation Service (BVAL). Each source provides opinions, known as evaluated prices, as to the value of individual securities based on model-based pricing techniques that are partially based on available market data, including prices for similar instruments in active markets and prices for identical assets in markets that are not active. ICE provides evaluated prices for the Corporation's obligations of states and political subdivisions category of securities. ICE uses proprietary pricing models and pricing systems, mathematical tools and judgment to determine an evaluated price for a security based upon a hierarchy of market information regarding that security or securities with similar characteristics. LSEG and BVAL provide evaluated prices for the Corporation’s U.S. treasury, government agencies and corporations, mortgage-backed and corporate categories of securities. U.S. treasury securities and fixed-rate callable securities of U.S. government agencies and corporations are individually evaluated on an option adjusted spread basis for callable issues or on a nominal spread basis incorporating the term structure of agency market spreads and the appropriate risk free benchmark curve for non-callable issues. Pass-through mortgage-backed securities (MBS) in the mortgage-backed category are grouped into aggregate categories defined by issuer program, weighted average coupon, and weighted average maturity. Each aggregate category is benchmarked to relative to-be-announced mortgage-backed securities (TBA securities) or other benchmark prices. TBA securities prices are obtained from market makers and live trading systems. Collateralized mortgage obligations in the mortgage-backed category are individually evaluated based upon a hierarchy of security specific information and market data regarding that security or securities with similar characteristics. Each evaluation is determined using an option adjusted spread and prepayment model based on volatility-driven, multi-dimensional spread tables. Fixed-rate securities issued by the Small Business Association in the mortgage backed category are individually evaluated based upon a hierarchy of security specific information and market data regarding that security or securities with similar characteristics.
Other investments. The Corporation holds equity investments in funds that provide debt and equity financing to small businesses. These investments are recorded at fair value and included in other assets in the Consolidated Balance Sheets. Changes in fair value are recognized in “Investment income from other equity interests” on the Consolidated Statements of Income. The funds are managed by investment companies, and the net asset value of each fund is reported regularly by the investment companies. At both December 31, 2025 and 2024, the combined fair value of these investments was $1.66 million. These investments, measured at net asset value, are not presented in the tables below related to fair value
measurements. Changes in fair value of these investments resulted in the recognition of unrealized gains of $119,000 and $273,000 for the year ended December 31, 2025 and 2024, respectively.
The Corporation also holds certain equity investments consisting of equity interests in an independent insurance agency and a full service title and settlement agency (collectively, the agencies). These investments are subject to contractual sale restrictions that only permit the sale of the investments back to the agencies themselves. At December 31, 2025 and 2024, the fair value of these investments was $4.43 million and $4.17 million, respectively. These investments are recorded at fair value based on the contractual redemption value of Corporation’s proportionate share of the agencies equity and included in other assets in the Consolidated Balance Sheets. Changes in fair value are recognized in “Investment income from other equity interests” on the Consolidated Statements of Income and resulted in the recognition of unrealized gains of $622,000 and $687,000 for the years ended December 31, 2025 and 2024, respectively. The Corporation’s investments in these agencies are classified as Level 2.
**Loans held for sale.**Fair value of the Corporation’s LHFS is based on observable market prices for similar instruments traded in the secondary mortgage loan markets in which the Corporation conducts business. The Corporation’s portfolio of LHFS is classified as Level 2.
Derivative asset - IRLCs. The Corporation recognizes IRLCs at fair value. Fair value of IRLCs is based on either (i) the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis or (ii) the observable price for individual loans traded in the secondary market for loans that will be delivered on a mandatory basis. All of the Corporation’s IRLCs are classified as Level 2.
Rabbi trust assets. The Corporation’s rabbi trust holds assets intended to be used to fund the liability associated with its deferred compensation plan. The assets held by the rabbi trust are invested at the direction of the individual participants, generally in marketable investment securities such as common stocks and mutual funds or short-term investments (e.g., cash), and are measured at fair value. Rabbi trust assets and the associated deferred compensation plan liability are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets. The Corporation’s rabbi trust assets are classified as Level 1.
Derivative asset/liability – interest rate swaps on loans. The Corporation recognizes interest rate swaps at fair value. The Corporation has contracted with a third party vendor to provide valuations for these interest rate swaps using the discounted cash flow method. All of the Corporation’s interest rate swaps on loans are classified as Level 2.
Derivative asset/liability - cash flow hedges. The Corporation recognizes cash flow hedges at fair value. The Corporation has contracted with a third party vendor to provide valuations for these cash flow hedges using the discounted cash flow method. All of the Corporation’s cash flow hedges are classified as Level 2.
The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis. The fair value of forward sales of mortgage loans were not material to the consolidated financial statements of the Corporation at December 31, 2025 or 2024.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | |||||||||||||
| · · Fair Value Measurements Classified as · · Assets/Liabilities at | |||||||||||||
| (Dollars in thousands) · · Level 1 · · Level 2 · · Level 3 · · Fair Value | |||||||||||||
| Assets: | | | | | | | | | | | | | |
| Securities available for sale | | | | | | | | | | | | | |
| U.S. Treasury securities | | $— | | $4,887 | | $— | | $4,887 | | ||||
| U.S. government agencies and corporations | | | — | | | 55,710 | | | — | | | 55,710 | |
| Mortgage-backed securities | | — | | 205,832 | | — | | 205,832 | | ||||
| Obligations of states and political subdivisions | | — | | 157,091 | | — | | 157,091 | | ||||
| Corporate and other debt securities | | | — | | | 34,591 | | | — | | | 34,591 | |
| Total securities available for sale | | — | | 458,111 | | — | | 458,111 | | ||||
| Loans held for sale | | — | | 40,911 | | — | | 40,911 | | ||||
| Other investments | | | — | | | 4,428 | | | — | | | 4,428 | |
| Rabbi trust assets | | | 17,510 | | | — | | | — | | | 17,510 | |
| Derivatives | | | | | | | | | | | | | |
| IRLC | | — | | 574 | | — | | 574 | | ||||
| Interest rate swaps on loans | | | — | | | 2,503 | | | — | | | 2,503 | |
| Cash flow hedges | | — | | 598 | | — | | 598 | | ||||
| Total assets | | $17,510 | | $507,125 | | $— | | $524,635 | | ||||
| | | | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | | | |
| Derivatives | | | | | | | | | | | | | |
| Interest rate swaps on loans | | $— | | $2,503 | | $— | | $2,503 | | ||||
| Cash flow hedges | | | — | | | 208 | | | — | | | 208 | |
| Total liabilities | | $— | | $2,711 | | $— | | $2,711 | | ||||
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2024 | |||||||||||||
| · · Fair Value Measurements Classified as · · Assets/Liabilities at | |||||||||||||
| (Dollars in thousands) · · Level 1 · · Level 2 · · Level 3 · · Fair Value | |||||||||||||
| Assets: | | | | | | | | | | | | | |
| Securities available for sale | | | | | | | | | | | | | |
| U.S. Treasury securities | | $— | | $10,700 | | $— | | $10,700 | | ||||
| U.S. government agencies and corporations | | | — | | | 60,659 | | | — | | | 60,659 | |
| Mortgage-backed securities | | — | | 182,436 | | — | | 182,436 | | ||||
| Obligations of states and political subdivisions | | — | | 143,610 | | — | | 143,610 | | ||||
| Corporate and other debt securities | | — | | 21,220 | | — | | 21,220 | | ||||
| Total securities available for sale | | — | | 418,625 | | — | | 418,625 | | ||||
| Loans held for sale | | — | | 20,112 | | — | | 20,112 | | ||||
| Other investments | | | — | | | 4,167 | | | — | | | 4,167 | |
| Rabbi trust assets | | | 15,574 | | | — | | | — | | | 15,574 | |
| Derivatives | | | | | | | | | | | | | |
| IRLC | | — | | 585 | | — | | 585 | | ||||
| Interest rate swaps on loans | | — | | 4,636 | | — | | 4,636 | | ||||
| Cash flow hedges | | | — | | | 1,169 | | | — | | | 1,169 | |
| Total assets | | $15,574 | | $449,294 | | $— | | $464,868 | | ||||
| | | | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | | | |
| Derivatives | | | | | | | | | | | | | |
| Interest rate swaps on loans | | $— | | $4,636 | | $— | | $4,636 | | ||||
| Total liabilities | | $— | | $4,636 | | $— | | $4,636 | | ||||
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Corporation may be required, from time to time, to measure and recognize certain assets at fair value on a nonrecurring basis in accordance with GAAP. The following describes the valuation techniques and inputs used by the Corporation in determining the fair value of certain assets recorded at fair value on a nonrecurring basis in the financial statements.
**OREO.At December 31, 2025 and 2024, OREO was comprised of a property previously used by the Bank as a branch, which was consolidated into a nearby branch in 2024. **OREO is held for sale and initially recorded at fair value less estimated costs to sell. Initial fair value is based upon appraisals the Corporation obtains from independent licensed appraisers or recent sales of similar properties and general market conditions. Subsequently, management periodically performs valuations of the assets based on updated appraisals, general market conditions, recent sales of similar properties, length of time the properties have been held, and our ability and intent with regard to continued ownership of the properties. The Corporation may incur additional write-downs of OREO to fair value less estimated costs to sell if valuations indicate a further deterioration in market conditions. As such, the Corporation records OREO as a nonrecurring fair value measurement classified as Level 3.
The following table presents the balances of assets measured at fair value on a nonrecurring basis at December 31, 2025 and 2024.
| · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | |||||||||
| · · Fair Value Measurements Classified as · · Assets at Fair | |||||||||
| (Dollars in thousands) · · Level 1 · · Level 2 · · Level 3 · · Value | |||||||||
| Other real estate owned, net | | $— | | $— | | $1,316 | | $1,316 | |
| Total | | $— | | $— | | $1,316 | | $1,316 | |
| · · · · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2024 | |||||||||
| · · Fair Value Measurements Classified as · · Assets at Fair | |||||||||
| (Dollars in thousands) · · Level 1 · · Level 2 · · Level 3 · · Value | |||||||||
| Other real estate owned, net | | $— | | $— | | $1,316 | | $1,316 | |
| Total | | $— | | $— | | $1,316 | | $1,316 | |
Fair Value of Financial Instruments
FASB ASC 825,* Financial Instruments*, requires disclosure about fair value of financial instruments, including those financial assets and financial liabilities that are not required to be measured and reported at fair value on a recurring or nonrecurring basis. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Corporation. The Corporation uses the exit price notion in calculating the fair values of financial instruments not measured at fair value on a recurring basis.
The following tables reflect the carrying amounts and estimated fair values of the Corporation’s financial instruments whether or not recognized on the Consolidated Balance Sheets at fair value.
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Carrying · · Fair Value Measurements at December 31, 2025 Classified as · · Total Fair | ||||||||||||||||
| (Dollars in thousands) · · Value · · Level 1 · · Level 2 · · Level 3 · · Value | ||||||||||||||||
| Financial assets: | | | | | | | | | | | | | | | | |
| Cash and short-term investments | | $79,916 | | $79,132 | | $784 | | $— | | $79,916 | | |||||
| Securities available for sale | | 458,111 | | | — | | 458,111 | | | — | | 458,111 | | |||
| Loans, net | | 2,014,899 | | — | | — | | 2,008,199 | | 2,008,199 | | |||||
| Loans held for sale | | 40,911 | | — | | 40,911 | | — | | 40,911 | | |||||
| Other investments | | | 4,428 | | | — | | | 4,428 | | | — | | | 4,428 | |
| Rabbi trust assets | | | 17,510 | | | 17,510 | | | — | | | — | | | 17,510 | |
| Derivatives | | | | | | | | | | | | | | | | |
| IRLC | | | 574 | | | — | | | 574 | | | — | | | 574 | |
| Interest rate swaps on loans | | | 2,503 | | | — | | | 2,503 | | | — | | | 2,503 | |
| Cash flow hedges | | | 598 | | | — | | | 598 | | | — | | | 598 | |
| Bank-owned life insurance | | | 21,808 | | | — | | | 21,808 | | | — | | | 21,808 | |
| Accrued interest receivable | | 11,726 | | 11,726 | | — | | — | | 11,726 | | |||||
| Financial liabilities: | | | | | | | | | | | | | | | | |
| Demand and savings deposits | | | 1,449,356 | | | 1,449,356 | | | — | | | — | | | 1,449,356 | |
| Time deposits | | 896,367 | | — | | 895,898 | | — | | 895,898 | | |||||
| Borrowings | | 105,493 | | — | | 102,881 | | — | | 102,881 | | |||||
| Derivatives | | | | | | | | | | | | | | | | |
| Interest rate swaps on loans | | | 2,503 | | | — | | | 2,503 | | | — | | | 2,503 | |
| Cash flow hedges | | | 208 | | | — | | | 208 | | | — | | | 208 | |
| Accrued interest payable | | 3,745 | | 3,745 | | — | | — | | 3,745 | | |||||
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Carrying · · Fair Value Measurements at December 31, 2024 Classified as · · Total Fair | ||||||||||||||||
| (Dollars in thousands) · · Value · · Level 1 · · Level 2 · · Level 3 · · Value | ||||||||||||||||
| Financial assets: | | | | | | | | | | | | | | | | |
| Cash and short-term investments | | $66,853 | | $65,586 | | $1,265 | | $— | | $66,851 | | |||||
| Securities available for sale | | 418,625 | | | — | | 418,625 | | | — | | 418,625 | | |||
| Loans, net | | 1,880,311 | | — | | — | | 1,838,887 | | 1,838,887 | | |||||
| Loans held for sale | | 20,112 | | — | | 20,112 | | — | | 20,112 | | |||||
| Other investments | | | 4,167 | | | — | | | 4,167 | | | — | | | 4,167 | |
| Rabbi trust assets | | | 15,574 | | | 15,574 | | | — | | | — | | | 15,574 | |
| Derivatives | | | | | | | | | | | | | | | | |
| IRLC | | | 585 | | | — | | | 585 | | | — | | | 585 | |
| Interest rate swaps on loans | | | 4,636 | | | — | | | 4,636 | | | — | | | 4,636 | |
| Cash flow hedges | | | 1,169 | | | — | | | 1,169 | | | — | | | 1,169 | |
| Bank-owned life insurance | | | 21,191 | | | — | | | 21,191 | | | — | | | 21,191 | |
| Accrued interest receivable | | 10,592 | | 10,592 | | — | | — | | 10,592 | | |||||
| Financial liabilities: | | | | | | | | | | | | | | | | |
| Demand and savings deposits | | | 1,352,531 | | | 1,352,531 | | | — | | | — | | | 1,352,531 | |
| Time deposits | | 818,329 | | — | | 819,276 | | — | | 819,276 | | |||||
| Borrowings | | 114,440 | | — | | 105,533 | | — | | 105,533 | | |||||
| Derivatives | | | | | | | | | | | | | | | | |
| Interest rate swaps on loans | | | 4,636 | | | — | | | 4,636 | | | — | | | 4,636 | |
| Accrued interest payable | | 4,403 | | 4,403 | | — | | — | | 4,403 | | |||||
The Corporation assumes interest rate risk (the risk that general interest rate levels will change) in the normal course of operations. As a result, the fair values of the Corporation’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Corporation. Management attempts to match maturities of assets and liabilities to the extent believed necessary to balance minimizing interest rate risk and increasing net interest income in current market conditions. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors interest rates, maturities and repricing dates of assets and liabilities and attempts to manage interest rate risk by adjusting terms of new loans, deposits and borrowings and by investing in securities with terms that mitigate the Corporation’s overall interest rate risk.
NOTE 20: Business Segments
The Corporation operates in a decentralized fashion inthree business segments: community banking, mortgage banking and consumer finance. The community banking segment comprises C&F Bank, C&F Wealth Management, C&F Insurance and CVB Title. Revenues from community banking operations consist primarily of net interest income related to investments in loans and securities and outstanding deposits and borrowings, fees earned on deposit accounts, debit card interchange activity, and net revenues from offering wealth management services through third-party service providers. Through C&F Mortgage, mortgage banking operating revenues consist principally of gains on sales of loans in the secondary market, mortgage banking fee income related to loan originations, fees earned by providing mortgage loan origination functions to third-party lenders, and net interest income on mortgage loans held for sale. Revenues from consumer finance operations through C&F Finance consist primarily of net interest income earned on purchased retail installment sales contracts.
The standalone Corporation’s revenues and expenses are comprised primarily of interest expense associated with the Corporation’s trust preferred capital notes and subordinated debt, general corporate expenses, and changes in the value of investments held in the rabbi trust and the deferred compensation liability related to its nonqualified deferred compensation
plan. The results of the Corporation, which includes funding and operating costs that are not allocated to the business segments, are included in the column labeled “Other” in the tables below.
The Corporation’s chief operating decision makers (CODMs) are the President/Chief Executive Officer and the Chief Financial Officer. The CODMs use net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the segments or into other parts of the entity, such as for acquisitions or to pay dividends. Net income is used to monitor budget versus actual results. The CODMs also use net income in competitive analysis by benchmarking to the Corporation’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segments and in establishing management’s compensation.
Interest expense is allocated to the mortgage banking and consumer finance segments through borrowings from the community banking segment. The community banking segment extendstwo warehouse lines of credit to the mortgage banking segment, providing a portion of the funds needed to originate mortgage loans, that carry interest rates at the daily FHLB advance rate plus a spread ranging from 50 basis points to 175 basis points. The community banking segment also provides the consumer finance segment with a portion of the funds needed to purchase loan contracts by means of a variable rate line of credit that carries interest at one-month term SOFR plus 211.5 basis points, with a floor of 3.5 percent and a ceiling of 6.0 percent, and fixed rate notes that carry interest at rates ranging from 3.8 percent to 4.0 percent. The community banking segment acquires certain residential real estate loans from the mortgage banking segment at prices similar to those paid by third-party investors. These transactions are eliminated to reach consolidated totals. In addition to unallocated expenses recorded by the holding company, certain overhead costs are incurred by the community banking segment and are not allocated to the mortgage banking and consumer finance segments.
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, 2025 | |||||||||||||||||||
| · · Community · · Mortgage · · Consumer · · · · · · · · · | |||||||||||||||||||
| (Dollars in thousands) · · Banking · · Banking · · Finance · · Other · · Eliminations · · Consolidated | |||||||||||||||||||
| Interest income | | $99,355 | | $2,336 | | $49,178 | | $— | | $630 | | $151,499 | | ||||||
| Interest expense | | | 41,716 | | | — | | | — | | | 3,573 | | | — | | | 45,289 | |
| Net interest income before allocation | | | 57,639 | | | 2,336 | | | 49,178 | | | (3,573) | | | 630 | | | 106,210 | |
| Net interest allocation1 | | 24,058 | | | (1,027) | | (23,031) | | — | | — | | — | | |||||
| Net interest income | | 81,697 | | 1,309 | | 26,147 | | (3,573) | | 630 | | 106,210 | | ||||||
| Gain on sales of loans | | | — | | | 8,568 | | | — | | | — | | | (589) | | | 7,979 | |
| Other noninterest income | | | 17,517 | | | 5,950 | | | 764 | | | 2,636 | | | (215) | | | 26,652 | |
| Net revenue | | 99,214 | | 15,827 | | 26,911 | | (937) | | (174) | | 140,841 | | ||||||
| | | | | | | | | | | | | | | | | | | | |
| Provision for credit losses | | (50) | | — | | | 11,600 | | | — | | | — | | 11,550 | | |||
| | | | | | | | | | | | | | | | | | | | |
| Salaries and employee benefits | | | 37,640 | | | 7,903 | | | 7,753 | | | 3,480 | | | — | | | 56,776 | |
| Occupancy expense | | | 7,266 | | | 958 | | | 578 | | | — | | | — | | | 8,802 | |
| Data processing | | | 9,432 | | | 1,233 | | | 1,257 | | | 40 | | | — | | | 11,962 | |
| Professional fees | | | 2,681 | | | 172 | | | 570 | | | 276 | | | — | | | 3,699 | |
| Insurance expense | | | 1,476 | | | 101 | | | 144 | | | — | | | — | | | 1,721 | |
| Marketing and advertising expenses | | | 1,784 | | | 546 | | | 33 | | | — | | | — | | | 2,363 | |
| Loan processing and collection expenses | | | 174 | | | 1,214 | | | 1,749 | | | — | | | — | | | 3,137 | |
| Provision for indemnifications | | | — | | | (190) | | | — | | | — | | | — | | | (190) | |
| Other segment items2 | | | 5,292 | | | 803 | | | 1,576 | | | 339 | | | (60) | | | 7,950 | |
| Total noninterest expense | | | 65,745 | | | 12,740 | | | 13,660 | | | 4,135 | | | (60) | | | 96,220 | |
| | | | | | | | | | | | | | | | | | | ||
| Income (loss) before taxes | | 33,519 | | | 3,087 | | 1,651 | | (5,072) | | (114) | | 33,071 | | |||||
| Income tax expense (benefit) | | 6,288 | | 780 | | | 422 | | | (1,386) | | (24) | | 6,080 | | ||||
| Net income (loss) | | $27,231 | | $2,307 | | $1,229 | | $(3,686) | | $(90) | | $26,991 | | ||||||
| | | | | | | | | | | | | | | | | | | | |
| Other data: | | | | | | | | | | | | | | | | | | | |
| Capital expenditures | | | 2,177 | | | 152 | | | — | | | — | | | — | | | 2,329 | |
| Depreciation and amortization | | | 3,456 | | | 150 | | | 317 | | | — | | | — | | | 3,923 | |
| 1 | Interest expense is allocated to the mortgage banking and consumer finance segments through borrowings from the community banking segment. |
| 2 | Other segment items for each reportable segment include: |
| a. | Community banking – licenses and other taxes expense, travel and education expense, telecommunications expense, other real estate owned losses and expense, net periodic pension cost, office supplies, and certain overhead expenses. |
| b. | Mortgage banking – licenses and other taxes expense, travel and education expense, telecommunications expense, office supplies, and certain overhead expenses. |
| c. | Consumer finance – licenses and taxes other expense, travel and education expense, telecommunications expense, payment processing expense, office supplies, and certain overhead expenses. |
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, 2024 | |||||||||||||||||||
| · · Community · · Mortgage · · Consumer · · · · · · · · · | |||||||||||||||||||
| (Dollars in thousands) · · Banking · · Banking · · Finance · · Other · · Eliminations · · Consolidated | |||||||||||||||||||
| Interest income | | $87,600 | | $1,897 | | $49,684 | | $— | | $413 | | $139,594 | | ||||||
| Interest expense | | 40,498 | | | — | | — | | 2,321 | | — | | 42,819 | | |||||
| Net interest income before allocation | | | 47,102 | | | 1,897 | | | 49,684 | | | (2,321) | | | 413 | | | 96,775 | |
| Net interest allocation1 | | | 24,456 | | | (796) | | | (23,660) | | | — | | | — | | | — | |
| Net interest income | | 71,558 | | 1,101 | | 26,024 | | (2,321) | | 413 | | 96,775 | | ||||||
| Gain on sales of loans | | | — | | | 6,421 | | | — | | | — | | | (357) | | | 6,064 | |
| Other noninterest income | | | 17,723 | | | 4,602 | | | 1,024 | | | 1,363 | | | (238) | | | 24,474 | |
| Net revenue | | 89,281 | | 12,124 | | 27,048 | | (958) | | (182) | | 127,313 | | ||||||
| | | | | | | | | | | | | | | | | | | | |
| Provision for credit losses | | 1,650 | | — | | | 11,600 | | | — | | | — | | 13,250 | | |||
| | | | | | | | | | | | | | | | | | | | |
| Salaries and employee benefits | | | 36,252 | | | 7,069 | | | 8,026 | | | 2,231 | | | — | | | 53,578 | |
| Occupancy expense | | | 6,887 | | | 890 | | | 620 | | | — | | | — | | | 8,397 | |
| Data processing | | | 8,927 | | | 1,012 | | | 1,328 | | | 47 | | | — | | | 11,314 | |
| Professional fees | | | 2,834 | | | 103 | | | 312 | | | 362 | | | — | | | 3,611 | |
| Insurance expense | | | 1,575 | | | 111 | | | 146 | | | — | | | — | | | 1,832 | |
| Marketing and advertising expenses | | | 748 | | | 426 | | | 39 | | | — | | | — | | | 1,213 | |
| Loan processing and collection expenses | | | 256 | | | 917 | | | 1,488 | | | — | | | — | | | 2,661 | |
| Provision for indemnifications | | | — | | | (460) | | | — | | | — | | | — | | | (460) | |
| Other segment items2 | | | 5,395 | | | 528 | | | 1,577 | | | 350 | | | (66) | | | 7,784 | |
| Total noninterest expense | | | 62,874 | | | 10,596 | | | 13,536 | | | 2,990 | | | (66) | | | 89,930 | |
| | | | | | | | | | | | | | | | | | | | |
| Income (loss) before taxes | | 24,757 | | 1,528 | | 1,912 | | (3,948) | | (116) | | 24,133 | | ||||||
| Income tax expense (benefit) | | 4,473 | | 420 | | | 498 | | | (1,152) | | (24) | | 4,215 | | ||||
| Net income (loss) | | $20,284 | | $1,108 | | $1,414 | | $(2,796) | | $(92) | | $19,918 | | ||||||
| | | | | | | | | | | | | | | | | | | | |
| Other data: | | | | | | | | | | | | | | | | | | | |
| Capital expenditures | | | 3,101 | | | 210 | | | 175 | | | — | | | — | | | 3,486 | |
| Depreciation and amortization | | | 3,433 | | | 86 | | | 338 | | | — | | | — | | | 3,857 | |
| 1 | Interest expense is allocated to the mortgage banking and consumer finance segments through borrowings from the community banking segment. |
| 2 | Other segment items for each reportable segment include: |
| a. | Community banking – licenses and other taxes expense, travel and education expense, telecommunications expense, other real estate owned losses expense, net periodic pension cost, office supplies, and certain overhead expenses. |
| b. | Mortgage banking – licenses and other taxes expense, travel and education expense, telecommunications expense, office supplies, and certain overhead expenses. |
| c. | Consumer finance – licenses and other taxes expense, travel and education expense, telecommunications expense, payment processing expense, office supplies, and certain overhead expenses. |
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, 2023 | |||||||||||||||||||
| · · Community · · Mortgage · · Consumer · · · · · · · · · | |||||||||||||||||||
| (Dollars in thousands) · · Banking · · Banking · · Finance · · Other · · Eliminations · · Consolidated | |||||||||||||||||||
| Interest income | | $74,949 | | $1,695 | | $47,264 | | $— | | $229 | | $124,137 | | ||||||
| Interest expense | | 24,184 | | | — | | — | | 2,246 | | — | | 26,430 | | |||||
| Net interest income before allocation | | | 50,765 | | | 1,695 | | | 47,264 | | | (2,246) | | | 229 | | | 97,707 | |
| Net interest allocation1 | | | 23,438 | | | (612) | | | (22,826) | | | — | | | — | | | — | |
| Net interest income | | 74,203 | | 1,083 | | 24,438 | | (2,246) | | 229 | | 97,707 | | ||||||
| Gain on sales of loans | | | — | | | 5,845 | | | — | | | — | | | (65) | | | 5,780 | |
| Other noninterest income | | | 16,465 | | | 4,353 | | | 962 | | | 2,257 | | | (202) | | | 23,835 | |
| Net revenue | | 90,668 | | 11,281 | | 25,400 | | 11 | | (38) | | 127,322 | | ||||||
| | | | | | | | | | | | | | | | | | | | |
| Provision for credit losses | | 1,625 | | — | | | 6,650 | | | — | | | — | | 8,275 | | |||
| | | | | | | | | | | | | | | | | | | | |
| Salaries and employee benefits | | | 36,004 | | | 6,996 | | | 8,732 | | | 3,144 | | | — | | | 54,876 | |
| Occupancy expense | | | 6,354 | | | 1,005 | | | 634 | | | — | | | — | | | 7,993 | |
| Data processing | | | 8,564 | | | 1,008 | | | 1,280 | | | 22 | | | — | | | 10,874 | |
| Professional fees | | | 2,149 | | | 101 | | | 310 | | | 192 | | | — | | | 2,752 | |
| Insurance expense | | | 1,396 | | | 128 | | | 135 | | | — | | | — | | | 1,659 | |
| Marketing and advertising expenses | | | 1,075 | | | 428 | | | 45 | | | — | | | — | | | 1,548 | |
| Loan processing and collection expenses | | | 248 | | | 1,047 | | | 2,022 | | | — | | | — | | | 3,317 | |
| Provision for indemnifications | | | — | | | (585) | | | — | | | — | | | — | | | (585) | |
| Other segment items2 | | | 5,023 | | | 560 | | | 1,658 | | | 267 | | | (59) | | | 7,449 | |
| Total noninterest expense | | | 60,813 | | | 10,688 | | | 14,816 | | | 3,625 | | | (59) | | | 89,883 | |
| | | | | | | | | | | | | | | | | | | | |
| Income (loss) before taxes | | 28,230 | | 593 | | 3,934 | | (3,614) | | 21 | | 29,164 | | ||||||
| Income tax expense (benefit) | | 5,302 | | 128 | | | 1,055 | | | (1,066) | | (1) | | 5,418 | | ||||
| Net income (loss) | | $22,928 | | $465 | | $2,879 | | $(2,548) | | $22 | | $23,746 | | ||||||
| | | | | | | | | | | | | | | | | | | | |
| Other data: | | | | | | | | | | | | | | | | | | | |
| Capital expenditures | | $1,301 | | $12 | | $146 | | $— | | $— | | $1,459 | | ||||||
| Depreciation and amortization | | | 3,402 | | | 79 | | | 398 | | | — | | | — | | | 3,879 | |
| 1 | Interest expense is allocated to the mortgage banking and consumer finance segments through borrowings from the community banking segment. |
| 2 | Other segment items for each reportable segment include: |
| a. | Community banking – licenses and other taxes expense, travel and education expense, telecommunications expense, other real estate owned losses and expense, net periodic pension cost, office supplies, and certain overhead expenses. |
| b. | Mortgage banking – licenses and other taxes expense, travel and education expense, telecommunications expense, office supplies, and certain overhead expenses. |
| c. | Consumer finance – licenses and taxes other expense, travel and education expense, telecommunications expense, payment processing expense, office supplies, and certain overhead expenses. |
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Community · · Mortgage · · Consumer · · · · · · · · · · | |||||||||||||||||||
| (Dollars in thousands) · · Banking · · Banking · · Finance · · Other · · Eliminations · · Consolidated · | |||||||||||||||||||
| At December 31, 2025: | | | | | | | | | | | | | | | | | | | |
| Total assets | | $2,651,694 | | $51,275 | | $469,942 | | $31,218 | | $(435,635) | | $2,768,494 | | ||||||
| Total loans held for investment, net | | | 1,569,530 | | | — | | | 442,016 | | | — | | | 3,353 | | | 2,014,899 | |
| Total loans held for sale | | | — | | | 44,286 | | | — | | | — | | | (3,375) | | | 40,911 | |
| Total deposits | | | 2,359,650 | | | — | | | — | | | — | | | (13,927) | | | 2,345,723 | |
| | | | | | | | | | | | | | | | | | | | |
| At December 31, 2024: | | | | | | | | | | | | | | | | | | | |
| Total assets | | $2,449,641 | | $29,837 | | $472,672 | | $31,823 | | $(420,599) | | $2,563,374 | | ||||||
| Total loans held for investment, net | | | 1,434,446 | | | — | | | 444,085 | | | — | | | 1,780 | | | 1,880,311 | |
| Total loans held for sale | | | — | | | 21,906 | | | — | | | — | | | (1,794) | | | 20,112 | |
| Total deposits | | | 2,186,139 | | | — | | | — | | | — | | | (15,279) | | | 2,170,860 | |
NOTE 21: Derivative Financial Instruments
The Corporation uses derivative financial instruments primarily to manage risks to the Corporation associated with changing interest rates, and to assist customers with their risk management objectives. The Corporation designates certain interest rate swaps as hedging instruments in qualifying cash flow hedges. The changes in fair value of these designated hedging instruments is reported as a component of other comprehensive income (loss). Derivative contracts that are not designated in a qualifying hedging relationship include customer accommodation loan swaps and contracts related to mortgage banking activities.
Cash flow hedges. The Corporation designates interest rate swaps as cash flow hedges when they are used to manage exposure to variability in cash flows on variable rate borrowings such as the Corporation’s trust preferred capital notes. These interest rate swaps are derivative financial instruments that manage the risk of variability in cash flows by exchanging variable-rate interest payments on a notional amount of the Corporation’s borrowings for fixed-rate interest payments. Interest rate swaps designated as cash flow hedges are expected to be highly effective in offsetting the effect of changes in interest rates on the amount of variable-rate interest payments, and the Corporation assesses the effectiveness of each hedging relationship quarterly. If the Corporation determines that a cash flow hedge is no longer highly effective, future changes in the fair value of the hedging instrument would be reported in earnings. As of December 31, 2025, the Corporation has designated cash flow hedges to manage its exposure to variability in cash flows on certain variable rate borrowings for periods that end between June 2026 and June 2029.
All interest rate swaps were entered into with counterparties that met the Corporation’s credit standards and the agreements contain collateral provisions protecting the at-risk party. The Corporation believes that the credit risk inherent in these derivative contracts is not significant.
These cash flow hedges are reported at fair value in “other assets” in the Consolidated Balance Sheets. Unrealized gains or losses recorded in other comprehensive income (loss) related to cash flow hedges are reclassified into earnings in the same period(s) during which the hedged interest payments affect earnings. When a designated hedging instrument is terminated and the hedged interest payments remain probable of occurring, any remaining unrecognized gain or loss in other comprehensive income (loss) is reclassified into earnings in the period(s) during which the forecasted interest payments affect earnings. Amounts reclassified into earnings and interest receivable or payable under designated interest rate swaps are reported in interest expense. The Corporation does not expect any unrealized losses related to cash flow hedges to be reclassified into earnings in the next twelve months. Refer to Note 12 for additional information on amounts reclassified into net income related to these cash flow hedges.
Loan swaps. The Bank also enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Bank simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and offsetting terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These back-to-back loan swaps are derivative financial instruments and are reported at fair value in “other assets” and “other liabilities” in the Consolidated Balance Sheets. Changes in the fair value of loan swaps are recorded in other noninterest income and sum tozero because of the offsetting terms of swaps with borrowers and swaps with dealer counterparties.
Mortgage banking. The mortgage banking segment enters into IRLCs with customers to originate loans for which the interest rates are determined (or “locked”) prior to funding. The mortgage banking segment is exposed to interest rate risk through fixed-rate IRLCs and mortgage loans from the time that interest rates are locked until the loans are sold in the secondary market. The mortgage banking segment mitigates this interest rate risk by entering into forward sales contracts with investors, which at times includes the community banking segment, at the time that interest rates are locked for mortgage loans to be delivered on a best efforts basis. IRLCs are derivative financial instruments and are reported at fair value in other assets and other liabilities in the Consolidated Balance Sheets, along with the changes in fair value of the related forward sales of loans. Changes in the fair value of mortgage banking derivatives are recorded as a component of gains on sales of loans.
At December 31, 2025, the mortgage banking segment had $44.64 million of IRLCs and $40.91 million of unpaid principal on mortgage loans held for sale for which it managed interest rate risk using best-efforts forward sales contracts for $85.55 million in mortgage loans.
At December 31, 2024, the mortgage banking segment had $39.29 million of IRLCs and $20.11 million of unpaid principal on mortgage loans held for sale for which it managed interest rate risk using best-efforts forward sales contracts for $59.40 million in mortgage loans.
The following tables summarize key elements of the Corporation’s derivative instruments.
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2025 | |||||||||||
| · · Notional · · · · · | |||||||||||
| (Dollars in thousands) · · Amount · · Assets · · Liabilities · | |||||||||||
| Cash flow hedges: | | | | | | | | | | | |
| Interest rate swap contracts | | $25,000 | | $598 | | $208 | | | |||
| Not designated as hedges: | | | | | | | | | |||
| Customer-related interest rate swap contracts: | | | | | | | | | |||
| Matched interest rate swaps with borrower | | 83,462 | | 224 | | 2,279 | | | |||
| Matched interest rate swaps with counterparty | | | 83,462 | | | 2,279 | | | 224 | | |
| Mortgage banking contracts: | | | | | | | | | | | |
| IRLCs | | | 44,642 | | | 574 | | | — | | |
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2024 · | |||||||||||
| · · Notional · · · · · · | |||||||||||
| (Dollars in thousands) · · Amount · · Assets · · Liabilities · · | |||||||||||
| Cash flow hedges: | | | | | | | | | | | |
| Interest rate swap contracts | | $25,000 | | $1,169 | | $— | | | |||
| Not designated as hedges: | | | | | | | | | | ||
| Customer-related interest rate swap contracts: | | | | | | | | | |||
| Matched interest rate swaps with borrower | | 77,820 | | — | | 4,636 | | | |||
| Matched interest rate swaps with counterparty | | | 77,820 | | | 4,636 | | | — | | |
| Mortgage banking contracts: | | | | | | | | | | | |
| IRLCs | | | 39,291 | | | 585 | | | — | | |
The Corporation and the Bank are required to maintain cash collateral with dealer counterparties for interest rate swap relationships in a loss position. At both December 31, 2025 and 2024, there wasno cash collateral maintained with dealer counterparties.
NOTE 22: Holding Company Condensed Financial Information
The following tables present the condensed balance sheets as of December 31, 2025 and 2024 and the condensed statements of comprehensive income and cash flows for the years ended December 31, 2025, 2024 and 2023 for the Corporation on a standalone basis:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · December 31, | |||||||
| (Dollars in thousands) · · 2025 · · 2024 | |||||||
| Condensed Balance Sheets | | | | | | | |
| Assets | | | | | | | |
| Cash | | $8,027 | | $10,513 | | ||
| Other assets | | 23,304 | | 21,901 | | ||
| Investment in C&F Bank | | 314,344 | | 255,803 | | ||
| Total assets | | $345,675 | | $288,217 | | ||
| Liabilities and equity | | | | | | | |
| Trust preferred capital notes | | $25,493 | | $25,457 | | ||
| Long-term borrowings | | | 40,000 | | | 19,989 | |
| Other liabilities | | 18,429 | | 16,411 | | ||
| Equity | | 261,753 | | 226,360 | | ||
| Total liabilities and equity | | $345,675 | | $288,217 | | ||
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | ||||||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 | ||||||||||
| Condensed Statements of Income and Comprehensive Income | | | | | | | | | | |
| Interest expense on borrowings | | $(3,573) | | $(2,321) | | $(2,246) | | |||
| Dividends received from C&F Bank | | 11,000 | | 12,500 | | 10,600 | | |||
| Equity in undistributed net income of C&F Bank | | 19,521 | | 10,130 | | 15,552 | | |||
| Other income | | 2,636 | | 1,363 | | 2,257 | | |||
| Other expenses | | (2,749) | | (1,838) | | (2,559) | | |||
| Net income | | | 26,835 | | | 19,834 | | | 23,604 | |
| Other comprehensive income, net of tax | | | 13,438 | | | 2,083 | | | 10,271 | |
| Comprehensive income | | $40,273 | | $21,917 | | $33,875 | | |||
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | ||||||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 | ||||||||||
| Condensed Statements of Cash Flows | | | | | | | | | | |
| Operating activities: | | | | | | | | | | |
| Net cash provided by operating activities | | $9,241 | | $11,404 | | $8,926 | | |||
| Investing activities: | | | | | | | | | | |
| Capital investment in C&F Bank | | | (25,000) | | | — | | | — | |
| Net cash used in investing activities | | (25,000) | | — | | — | | |||
| Financing activities: | | | | | | | | | | |
| Proceeds from borrowings | | | 40,000 | | | — | | | — | |
| Repayment of borrowings | | | (20,000) | | | — | | | (4,000) | |
| Common stock repurchases | | | (943) | | | (8,761) | | | (7,758) | |
| Cash dividends | | (5,953) | | (5,780) | | (5,986) | | |||
| Other financing activities, net | | 169 | | 183 | | 191 | | |||
| Net cash provided by (used in) financing activities | | 13,273 | | (14,358) | | (17,553) | | |||
| Net decrease in cash and cash equivalents | | (2,486) | | (2,954) | | (8,627) | | |||
| Cash at beginning of year | | 10,513 | | 13,467 | | 22,094 | | |||
| Cash at end of year | | $8,027 | | $10,513 | | $13,467 | | |||
NOTE 23: Other Noninterest Expenses
The following table presents the significant components in the Consolidated Statements of Income line “Noninterest Expenses-Other.”
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Year Ended December 31, | ||||||||||
| (Dollars in thousands) · · 2025 · · 2024 · · 2023 | ||||||||||
| Telecommunication expenses | | $1,298 | | $1,529 | | $1,330 | | |||
| Travel and educational expenses | | | 1,291 | | | 994 | | | 1,272 | |
| Licenses and taxes expense | | | 1,191 | | | 1,004 | | | 918 | |
| Postage and courier expenses | | | 1,091 | | | 1,049 | | | 994 | |
| Other components of net periodic pension cost | | | (601) | | | (532) | | | (452) | |
| Provision for indemnifications | | | (190) | | | (460) | | | (585) | |
| All other noninterest expenses | | 3,680 | | 3,740 | | 3,387 | | |||
| Total | | $7,760 | | $7,324 | | $6,864 | | |||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
C&F Financial Corporation
Toano, Virginia
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of C&F Financial Corporation and its subsidiaries (the Corporation) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation’s internal control over financial reporting as of December 31, 2025, based on criteria established inInternal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 3, 2026 expressed an unqualified opinion on the effectiveness of the Corporation’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the Corporation’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits 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. We believe that our audits provide a reasonable basis for our opinion.
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 critical audit matters 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.
Allowance for Credit Losses – Loans Collectively Evaluated for Credit Losses
As further described in Notes 1 and 5 to the consolidated financial statements, the allowance for credit losses on loans (ACLL) is a valuation allowance that represents management’s best estimate of expected credit losses on loans measured at amortized cost considering available information, from internal and external sources, relevant to assessing collectability over the loans’ contractual terms. Loans which share common risk characteristics are pooled and collectively evaluated by the Corporation using historical data, as well as assessments of current conditions and reasonable and supportable forecasts of future conditions. The Corporation’s ACLL related to collectively evaluated loans represented all of the total recorded ACLL of $39.7 million as of December 31, 2025. The collectively evaluated ACLL consists of quantitative and qualitative components.
For commercial and consumer loans, the quantitative component consists of loss estimates derived from a discounted cash flow model using external observations of historical loan losses adjusted for estimated prepayments and forecasts of future conditions over a reasonable and supportable period. The quantitative ACLL for consumer finance loans consists of loss estimates derived from a discounted cash flow model developed from internal observations of historical loan losses for auto loans and external observations of losses for marine and recreational vehicle loans, adjusted for estimated pre-payments. These estimates consider large amounts of data in tabulating default, loss given default, and prepayment speeds and require complex calculations as well as management judgment in the selection of appropriate inputs.
In addition to the quantitative component, the collectively evaluated ACLL also includes a qualitative component which aggregates management’s assessment of available information relevant to assessing collectability that is not captured in the quantitative loss estimation process. Factors considered by management in developing its qualitative estimates include: changes and expected changes in general market, economic and business conditions; the nature and volume of the loan portfolio; the volume and severity of delinquencies and adversely classified loan balances and the value of underlying collateral. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
Management exercised significant judgment when estimating the ACLL on collectively evaluated loans. We identified the estimation of the collectively evaluated ACLL as a critical audit matter as auditing the collectively evaluated ACLL involved especially complex and subjective auditor judgment in evaluating management’s assessment of the inherently subjective estimates.
The primary audit procedures we performed to address this critical audit matter included:
| ● | Obtaining an understanding and testing the design and operating effectiveness of the Corporation’s ACLL internal controls, including management review controls, related to the collectively evaluated ACLL, including the process for selection, implementation and ongoing maintenance of: |
|---|
| o | The discounted cash flow method as the expected loss model, including identification of loan pools, model validation, monitoring, and the completeness and accuracy of key data inputs and assumptions. |
| o | Qualitative factors, including development and review of the data inputs used as the basis for the allocations and management's review and approval of the reasonableness of the assumptions used to develop the qualitative adjustments. |
| o | Governance and management review processes. |
Substantively testing management’s process for measuring the collectively evaluated ACLL, including:
| o | Evaluating conceptual soundness, assumptions, and key data inputs of the Corporation’s discounted cash flow methodology, including the identification of loan pools, the probability of default and loss given default rate inputs, and the prepayment/curtailment rate inputs for each pool. |
| o | Evaluating the methodology and testing the accuracy of incorporating reasonable and supportable forecasts in the collectively evaluated ACLL estimate. |
| o | Evaluating the completeness and accuracy of data inputs used as a basis for the qualitative factors. |
| o | Evaluating the qualitative factors for directional consistency in comparison to prior periods and for reasonableness in comparison to underlying supporting data. |
| o | Testing the mathematical accuracy of the ACLL for collectively evaluated loans including both the discounted cash flow and qualitative factor components of the calculations. |
| o | Performed an analysis of the overall allowance for credit loss ratio compared to relevant peer group. |
/s/Yount, Hyde & Barbour, P.C.
We have served as the Corporation’s auditor since 1997.
Richmond, Virginia
March 3, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.