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C & F FINANCIAL CORP

For the period ended Dec 31, 2025. Filed Mar 3, 2026.

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About this filing

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

FY2025 · Filed Mar 3, 2026

CFFI$107.70+2.5%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Table of Contents

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PART I​ ​ ​​ ​ ​Page
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ITEM 1.BUSINESS​5
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ITEM 1A.RISK FACTORS​19
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ITEM 1B.UNRESOLVED STAFF COMMENTS​32
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ITEM 1C.CYBERSECURITY​32
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ITEM 2.PROPERTIES​33
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ITEM 3.LEGAL PROCEEDINGS​34
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ITEM 4.MINE SAFETY DISCLOSURES​34
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PART II​​​
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ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES​35
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ITEM 6.[RESERVED]​37
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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS​38
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ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK​77
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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA​80
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ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE​139
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ITEM 9A.CONTROLS AND PROCEDURES​139
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ITEM 9B.OTHER INFORMATION​142
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ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS​142
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PART III​​​
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ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE​142
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ITEM 11.EXECUTIVE COMPENSATION​142
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ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS​143
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ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE​143
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ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES​143
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PART IV​​​
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ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES​144
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​SIGNATURES​147

Cautionary Statement Regarding Forward-Looking Statements

This report contains statements concerning the Corporation’s expectations, plans, objectives or beliefs regarding future financial performance and other statements that are not historical facts, which may constitute “forward-looking statements” as defined by federal securities laws. Forward-looking statements generally can be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “might,” “will,” “intend,” “target,” “should,” “could,” or similar expressions, are not statements of historical fact, and are based on management’s beliefs, assumptions and expectations regarding future events or performance as of the date of this report, taking into account all information currently available. These statements may include, but are not limited to: statements regarding expected future operations and financial performance; expected trends in yields on loans; expected future recovery of investments in debt securities; future dividend payments and share repurchases; deposit trends; charge-offs and delinquencies; changes in cost of funds and net interest margin and items affecting net interest margin; strategic business initiatives, including our expansion into Southwest Virginia, and the anticipated effects thereof; changes in interest rates and the effects thereof on net interest income; expected impact of unrealized losses on earnings and regulatory capital of the Corporation or the Bank; expected renewal of unsecured federal funds agreements; expected impact of unrealized losses on earnings and regulatory capital of the Corporation or the Bank; mortgage loan originations; expectations regarding the Bank’s regulatory risk-based capital requirement levels; competition; our loan portfolio; our digital services; the adoption of artificial intelligence; deposit trends; improving operational efficiencies; retention of qualified loan officers and expectations regarding new mortgage loan originations; higher quality automobile loan contracts; expectations regarding the runoff of the marine and recreational vehicle portfolio; technology initiatives; our diversified business strategy; asset quality; credit quality; adequacy of allowances for credit losses and the level of future charge-offs; market interest rates and housing inventory and resulting effects on mortgage loan origination volume; sources of liquidity; adequacy of the reserve for indemnification losses related to loans sold in the secondary market; capital levels; the effect of future market and industry trends and conditions, including those discussed under “2026 Outlook”; the effects of future interest rate levels and fluctuations; cybersecurity risks and inflation. These forward-looking statements are subject to significant risks and uncertainties due to factors that could have a material adverse effect on the operations and future prospects of the Corporation including, but not limited to, changes in:

interest rates, such as volatility in short-term interest rates or yields on U.S. Treasury bonds, fluctuations in interest rates following actions by the Federal Reserve and increases or volatility in mortgage interest rates

general business conditions, as well as conditions within the financial markets

general economic conditions, including unemployment levels, inflation rates, supply chain disruptions and slowdowns in economic growth and government shutdowns

general market conditions, including disruptions due to pandemics or significant health hazards, severe weather conditions, natural disasters, terrorist activities, financial crises, political crises, changes in trade policy and the implementation of tariffs, geopolitical tensions, war and other military conflicts or other major events, or the prospect of these events

average loan yields and securities yields and average costs of interest-bearing deposits and borrowings

financial services industry conditions, including bank failures or rumors of bank failures, the soundness of other financial institutions or concerns involving liquidity, along with actions taken by governmental agencies to address such conditions, and the effects on financial institutions, including us, on among other things, the ability to attract or retain depositors and to borrow or raise capital

labor market conditions, including attracting, hiring, training, motivating and retaining qualified employees

the legislative and regulatory climate, regulatory initiatives with respect to financial institutions, products and services, the Consumer Financial Protection Bureau (the CFPB) and the regulatory and enforcement activities of the CFPB

monetary and fiscal policies of the U.S. Government, including policies of the FDIC, U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System (the Federal Reserve Board), and the effect of these policies on interest rates and business in our markets

demand for financial services in the Corporation’s market areas

the value of securities held in the Corporation’s investment portfolios

the quality or composition of the loan portfolios and the value of the collateral securing those loans

the inventory level, demand and fluctuations in the pricing of used automobiles, including sales prices of repossessed vehicles

the level of automobile loan delinquencies or defaults and our ability to repossess automobiles securing delinquent automobile finance installment contracts

the level of net charge-offs on loans and the adequacy of our allowance for credit losses

the level of indemnification losses related to mortgage loans sold

demand for loan products

deposit flows

the strength of the Corporation’s counterparties

the availability of lines of credit from the Federal Home Loan Bank of Atlanta (FHLB) and other counterparties

competition from both banks and non-banks, including competition in the automobile finance market

services provided by, or the level of the Corporation’s reliance upon, third parties for key services

the commercial and residential real estate markets, including changes in property values

the demand for residential mortgages and conditions in the secondary residential mortgage loan markets

the Corporation's technology initiatives and other strategic initiatives

the Corporation’s branch expansion, relocation and consolidation plans

cyber threats, attacks or events

C&F Bank’s product offerings

●accounting principles, policies and guidelines and elections made by the Corporation thereunder.

These risks and uncertainties, and the risks discussed in more detail in Item 1A. “Risk Factors,” should be considered in evaluating the forward-looking statements contained herein. Readers should not place undue reliance on any forward-looking statement. There can be no assurance that actual results will not differ materially from historical results or those expressed in or implied by such forward-looking statements, or that the beliefs, assumptions and expectations underlying

such forward-looking statements will be proven to be accurate. Forward-looking statements are made as of the date of this report and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which the statement was made, except as otherwise required by law.

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