John Marshall Bancorp, Inc.
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001104659-26-092388
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001104659-26-123615
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 145 previous paragraphs and 155 current paragraphs.
67 unchanged; 65 reworded; 23 added; 13 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 68 previous and 83 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (23)
Current report
Non-GAAP measures used in this report consist of the following:
Current report
Results of Operations - Nine months ended September 30, 2026 and September 30, 2025
Current report
Pending Merger with Eagle Financial Services, Inc.
Current report
On September 8, 2026, the Company and Eagle, parent company of Bank of Clarke, jointly announced the signing of a definitive merger agreement. Under the terms of the agreement, among other things at closing, Eagle will merge with and into a wholly-owned subsidiary of the Company. In the merger, each share of common stock, par value $2.50 per share, of Eagle, excluding certain specified shares owned by the Company, Eagle or their respective subsidiaries, that is issued and outstanding immediately prior to the completion of the merger, will be converted into the right to receive 2.00 shares of common stock, par value $0.01 per share, of the Company, with cash paid in lieu of fractional shares in accordance with the terms of the definitive merger agreement. Following the merger, the Company is projected to have approximately $4.3 billion in assets and 23 banking offices. The transaction is expected to close during the first quarter of 2027, subject to satisfaction of customary closing conditions, including regulatory and shareholder approvals.
Current report
The Company reported net income of $20.7 million for the nine months ended September 30, 2026, an increase of $5.3 million or 34.9% when compared to the nine months ended September 30, 2025. Adjusted for merger and acquisition expenses and a gain on sale of the Bearing Insurance investment unit recognized during the period, core net income (Non-GAAP) was $20.3 million, an increase of $4.9 million or 32.3%.
Current report
Diluted earnings per common share were $1.46 for the nine months ended September 30, 2026, compared to diluted earnings per common share of $1.07 for the nine months ended September 30, 2025, representing a 36.4% increase. Adjusted for merger and acquisition expenses and a gain on sale of the Bearing Insurance investment unit recognized during the period, core earnings per diluted common share (Non-GAAP) increased over the same period from $1.07 to $1.43, an increase of 33.6%.
Current report
Non-interest income increased $331 thousand or 19.9% during the nine months ended September 30, 2026 compared to the same period of 2025. The increase was primarily driven by an $835 thousand gain recognized during the second quarter of 2026 as a result of the sale of Bearing Insurance in which the Company held an equity investment unit. This increase was partially offset by a $211 thousand decrease in bankers’ insurance commission due to the sale of the Bearing Insurance investment unit, a $173 thousand decline in the gain on sale of SBA 7(a) loans, a $101 decrease in swap fee income, and a $98 thousand decrease in mark-to-market adjustments on investments related to the Company’s non-qualified deferred compensation plan.
Current report
For the nine months ended September 30, 2026, annualized non-interest expense to average assets was 1.53% compared to 1.52% for the nine months ended September 30, 2025. Adjusted for merger and acquisition expenses incurred during the period, annualized core non-interest expense to average assets (Non-GAAP) was 1.51%.
Current report
For the nine months ended September 30, 2026, the efficiency ratio declined to 50.5% compared to 55.3% for the nine months ended September 30, 2025. The improvement in the efficiency ratio was due to a 15.9% growth in total revenue, which outpaced a 5.9% growth in non-interest expense over the period. Adjusted for merger and acquisition expenses and the gain on sale of the Bearing Insurance
Current report
equity investment unit recognized during the period, core efficiency ratio (Non-GAAP) for the nine months ended September 30, 2026 was 50.7%.
Current report
Annualized ROAA for the nine months ended September 30, 2026 and 2025 was 1.16% and 0.91%, respectively. Annualized ROAE for the nine months ended September 30, 2026 and 2025 was 10.11% and 8.05%, respectively. Adjusted for the previously mentioned non-recurring items incurred during the period, annualized core ROAA (Non-GAAP) and annualized core ROAE (Non-GAAP) were 1.14% and 9.92%, respectively.
Current report
The following table summarizes non-interest income for the nine months ended September 30, 2026 and 2025.
Current report
The Company reported net income of $7.5 million for the three months ended September 30, 2026, an increase of $2.1 million or 39.5% when compared to $5.4 million for the three months ended September 30, 2025. During the most recent quarter, the Company incurred $332 thousand of merger and acquisition expenses associated with the pending Eagle acquisition. Adjusting for these expenses, core net income (Non-GAAP) was $7.8 million, representing a 44.4% year-over-year increase.
Current report
Diluted earnings per common share were $0.53 for the three months ended September 30, 2026, compared to diluted earnings per common share of $0.38 for the three months ended September 30, 2025, an increase of 39.5%. Adjusted for merger and acquisition expenses recognized during the period, core earnings per diluted common share (Non-GAAP) increased over the same period from $0.38 to $0.55, an increase of 44.7%.
Current report
Non-interest income decreased $385 thousand or 59.0% during the third quarter of 2026 compared to the third quarter of 2025. The main drivers of this decrease were a $141 thousand decrease in mark-to-market adjustments on investments related to the Company’s non-qualified deferred compensation plan, a $101 thousand decrease in swap fee income, an $82 thousand decrease in the gain on sale of SBA 7(a) loans, and a $58 thousand decrease in bankers’ insurance commission due to a sale of Bearing Insurance investment unit during the second quarter of 2026.
Current report
Non-interest expense decreased $355 thousand or 3.9% during the third quarter of 2026 compared to the third quarter of 2025, primarily resulting from a $542 thousand decrease in salaries and employee benefits due to a lower incentive compensation accrual, a decrease in mark-to-market adjustments on the Company’s non-qualified deferred compensation plan and higher commercial loan originations costs due to higher loan origination volume since the prior year period. These decreases were partially offset by the previously mentioned merger and acquisition expenses, incurred during the most recent quarter, related to the pending Eagle acquisition. Core non-interest expense (Non-GAAP) decreased $687 thousand or 7.6% during the three months ended September 30, 2026 compared to the same period in 2025.
Current report
For the three months ended September 30, 2026, annualized non-interest expense to average assets was 1.41% compared to 1.57% for the three months ended September 30, 2025. This decrease was due to a decline in non-interest expense in combination with the growth in average assets during the period. Adjusted for merger and acquisition expenses incurred during the most recent quarter, annualized core non-interest expense to average assets (Non-GAAP) was 1.36%.
Current report
For the three months ended September 30, 2026, the efficiency ratio declined to 48.1% compared to 55.6% for the three months ended September 30, 2025. The improvement in the efficiency ratio was due to an 11.1% growth in total revenue coupled with a 3.9% decrease in non-interest expense over the period. Adjusted for merger and acquisition expenses incurred during the most recent quarter, core efficiency ratio (Non-GAAP) was 46.2%.
Current report
Annualized ROAA for the three months ended September 30, 2026 and September 30, 2025 was 1.23% and 0.94%, respectively. Annualized ROAE for the three months ended September 30, 2026 and September 30, 2025 was 10.78% and 8.31%, respectively. Adjusted for the merger and acquisition expenses incurred during the most recent quarter, annualized core ROAA (Non-GAAP) and annualized core ROAE (Non-GAAP) were 1.27% and 11.15%, respectively.
Current report
Interest income on interest-bearing deposits in other banks increased $158 thousand or 10.0% as a result of higher average balances, partially offset by lower yield. Average balances of interest-bearing deposits in other banks increased by $42.8 million or 30.3% to
Current report
$184.1 million between September 30, 2025 and September 30, 2026, while the yield decreased from 4.44% to 3.75% during the same period.
Current report
Non-interest income was $268 thousand for the three months ended September 30, 2026 compared to $653 thousand for the same period in the prior year. The main drivers of this $385 thousand decrease were a $141 thousand decrease in mark-to-market adjustments on investments related to the Company’s non-qualified deferred compensation plan, a $101 thousand decrease in swap fee income, an $82 thousand decrease in the gain on sale of SBA 7(a) loans due to lower sales volume, and a $58 thousand decrease in bankers’ insurance commission due to the sale of Bearing Insurance investment unit during the second quarter of 2026.
Current report
Non-interest expense decreased $355 thousand or 3.9% during the third quarter of 2026 compared to the third quarter of 2025, primarily resulting from a $542 thousand decrease in salaries and employee benefits due to a lower incentive compensation accrual, a decrease in mark-to-market adjustments on the Company’s non-qualified deferred compensation plan and higher commercial loan origination costs due to higher loan origination volume since the prior year period. These decreases were partially offset by the previously mentioned merger and acquisition expenses, incurred during the most recent quarter, related to the pending acquisition of Eagle.
Removed paragraphs (13)
Previous report
Results of Operations - Six months ended June 30, 2026 and June 30, 2025
Previous report
The Company reported net income of $13.1 million for the six months ended June 30, 2026, an increase of $3.2 million or 32.4% when compared to the six months ended June 30, 2025. Diluted earnings per common share were $0.93 for the six months ended June 30, 2026, compared to diluted earnings per common share of $0.69 for the six months ended June 30, 2025, representing a 34.8% increase.
Previous report
Non-interest income increased $716 thousand during the six months ended June 30, 2026 compared to the same period of 2025. The increase was primarily driven by a $835 thousand gain as a result of the sale of an unaffiliated company in which the Company held an equity investment unit, in combination with a $51 thousand increase in other income, driven by the receipt of a class action settlement claim from a health insurance carrier, and a $43 thousand increase in mark-to-market adjustments on investments related to the Company’s non-qualified deferred compensation plan. These increases were partially offset by a $153 thousand decrease in bankers insurance commission coupled with a $91 thousand decline in gain on sale of SBA 7(a) loans, due to lower sales volumes.
Previous report
The ROAA for the six months ended June 30, 2026 and 2025 was 1.13% and 0.89%, respectively. The ROAE for the six months ended June 30, 2026 and 2025 was 9.77% and 7.91%, respectively.
Previous report
The following table summarizes non-interest income for the six months ended June 30, 2026 and 2025.
Previous report
The Company reported net income of $7.0 million for the three months ended June 30, 2026, an increase of $1.9 million or 37.5% when compared to $5.1 million for the three months ended June 30, 2025. Diluted earnings per common share were $0.50 for the three months ended June 30, 2026, compared to diluted earnings per common share of $0.36 for the three months ended June 30, 2025, an increase of 38.9%.
Previous report
Non-interest income increased $936 thousand or 184.6% during the second quarter of 2026 compared to the second quarter of 2025, which was primarily attributable to a $835 thousand gain as a result of the sale of an unaffiliated company in which the Company held an equity investment unit. Excluding this gain, non-interest income increased $101 thousand or 19.9% during the most recent quarter as compared to the prior year quarter, as a result of a $80 thousand increase in mark-to-market adjustments on investments related to the Company’s non-qualified deferred compensation plan, a $50 thousand increase in other fee income due to higher early termination fees on customers’ time deposits, and a $43 thousand increase in other income, as a result of receipt of a class action settlement claim from a health insurance carrier. These increases were partially offset by a $61 thousand decrease in gain on sale of SBA 7(a) loans.
Previous report
Non-interest expense increased $1.2 million or 14.2% during the second quarter of 2026 compared to the second quarter of 2025 primarily resulting from an increase in salaries and employee benefits and higher marketing expense. Salaries and employee benefits increased $979 thousand, as a result of increases in incentive compensation, higher mark-to-market adjustments on the Company’s non-qualified deferred compensation plan and the impact of the annual salary merit increase. Marketing expense increased $130 thousand mainly due to various public relations and advertising initiatives.
Previous report
The ROAA for the three months ended June 30, 2026 and June 30, 2025 were 1.20% and 0.91%, respectively. The ROAE for the three months ended June 30, 2026 and June 30, 2025 were 10.34% and 8.06%, respectively.
Previous report
Interest income on interest-bearing deposits in other banks decreased $293 thousand or 20.6% as a result of a decreases in rates and average balances. The yield on interest-bearing deposits in other banks decreased from 4.48% to 3.73% between June 30, 2025 and June 30, 2026 and average balances declined $6.1 million during the same period.
Previous report
The provision for credit losses on funded loans during the most recent quarter reflected the growth of the Company’s loan portfolio, and the related change in the portfolio mix, in combination with the impact of charge-offs of three commercial SBA 7(a) loans during the three months ended June 30, 2026. Recovery of the provision for credit losses on unfunded loan commitments was due to lower amount of available loan commitments at June 30, 2026 as compared to December 31, 2025.
Previous report
Non-interest income was $1.4 million for the three months ended June 30, 2026 compared to $507 thousand for the same period in the prior year. The $936 thousand increase in non-interest income was primarily attributable to a $835 thousand gain as a result of the sale of an unaffiliated company in which the Company held an equity investment unit. Excluding this gain, non-interest income increased $101 thousand or 19.9% during the most recent quarter as compared to the prior year quarter, as a result of an $80 thousand increase in mark-to-market adjustments on investments related to the Company’s non-qualified deferred compensation plan, a $55 thousand increase in other charges and fees due to higher early termination fees on customers’ time deposits, and a $43 thousand increase in other income, as a result of receipt of a class action settlement claim from a health insurance carrier. These increases were partially offset by a $61 thousand decrease in gain on sale of SBA 7(a) loans, due to lower sales volume.
Previous report
Non-interest expense increased $1.2 million or 14.2% during the second quarter of 2026 compared to the second quarter of 2025 primarily resulting from an increase in salaries and employee benefits and higher marketing expense. Salaries and employee benefits increased $979 thousand, as a result of increases in incentive compensation, higher mark-to-market adjustments on the Company’s non-qualified deferred compensation plan and the impact of the annual salary merit increase. Incentive compensation accruals can fluctuate materially from quarter to quarter, based upon the Company’s financial performance and conditions measured against, among other evaluation criteria, our strategic plan and budget. At the end of each year, the ultimate determination of the incentive compensation is approved by the Board of Directors. Marketing expense increased $130 thousand mainly due to various public relations and advertising initiatives. These increases were partially offset by a $70 thousand decrease in professional fees as the Company incurred additional expenses related to the use of external advisors to assist the Company with various regulatory filings during the three months ended June 30, 2025.
Reworded paragraphs (65)
Previous wording
This discussion and analysis contains financial information determined by methods other than in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Management believes that the supplemental non-GAAP information provides a better comparison of period-to-period operating performance. Additionally, the Company believes this information is utilized by regulators and market analysts to evaluate a company’s financial condition and therefore, such information is useful to investors. The non-GAAP measure used in this report is tax-equivalent net interest income.
Current wording
This discussion and analysis contains financial information determined by methods other than in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Management believes that the supplemental non-GAAP information provides a better comparison of period-to-period operating performance. Additionally, the Company believes this information is utilized by regulators and market analysts to evaluate a company’s financial condition and therefore, such information is useful to investors.
Previous wording
These disclosures should not be viewed as a substitute for or more important than financial results in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies. Where the non-GAAP financial measure is used, the comparable GAAP financial measure, as well as reconciliation to that comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the non-GAAP financial measure, can be found within this discussion and analysis.
Current wording
These disclosures should not be viewed as a substitute for or more important than financial results in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures which may be presented by other companies. Where the non-GAAP financial measure is used, the comparable GAAP financial measure, as well as reconciliation to that comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the non-GAAP financial measure, can be found within this discussion and analysis. Please refer to the table below for a reconciliation of these non-GAAP to comparable GAAP financial measures.
Previous wording
In addition to historical information, this Form 10-Q of John Marshall Bancorp, Inc. (the “Company”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on certain assumptions and describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. These forward-looking statements are based on our beliefs and assumptions and on the information available to us at the time that these disclosures were prepared, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from any future results expressed or implied by such forward-looking statements. Although we believe the expectations reflected in such forward-looking statements are reasonable, we can give no assurance such expectations will prove to have been correct. Should any known or unknown risks and uncertainties develop into actual events, those developments could have material adverse effects on our business, financial condition and results of operations. Factors that could have an adverse effect on the operations of the Company and its wholly-owned subsidiary, John Marshall Bank (the “Bank”), include, but are not limited to, the following:
Current wording
In addition to historical information, this report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on certain assumptions and describe future plans, strategies and expectations of the Company, Eagle, the combined company or otherwise relating to the proposed transaction of the Company and Eagle (the “proposed transaction”). These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions or expressions of confidence. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those indicated in or implied by such forward-looking statements as a result of a variety of factors, many of which are beyond the control of the Company, Eagle and the combined company. Caution should be exercised against placing undue reliance on forward-looking statements. Factors which could cause actual results to differ materially include, but are not limited to, the following:
Previous wording
These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We do not undertake, and specifically disclaim any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary note.
Current wording
These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Forward-looking statements speak only as of the date they are made and are based on information available at that time; and neither the Company nor Eagle undertakes, and each of them specifically disclaims, any obligation or duty to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events or otherwise update such forward-looking statements, whether written or oral, except as required by applicable securities laws. The foregoing list of factors is not exhaustive, and other factors that may affect actual results or future events may emerge from time to time. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.
Previous wording
As of June 30, 2026, the Company had total consolidated assets of $2.40 billion, total loans net of unearned income of $2.01 billion, total deposits of $1.99 billion and total shareholders’ equity of $273.8 million.
Current wording
As of September 30, 2026, the Company had total consolidated assets of $2.44 billion, total loans net of unearned income of $2.01 billion, total deposits of $2.06 billion and total shareholders’ equity of $277.1 million.
Previous wording
The following table contains selected historical consolidated financial data as of the dates and for the periods shown. The selected balance sheet data as of June 30, 2026 and 2025 and the selected income statement data for the three and six months ended June 30, 2026 and June 30, 2025 have been derived from our consolidated financial statements.
Current wording
The following table contains selected historical consolidated financial data as of the dates and for the periods shown. The selected balance sheet data as of September 30, 2026 and 2025 and the selected income statement data for the three and nine months ended September 30, 2026 and September 30, 2025 have been derived from our consolidated financial statements.
Previous wording
Net interest income for the six months ended June 30, 2026 increased $4.8 million or 16.6% compared to the same period of 2025, driven primarily by the increases in average balances and yields of the loan portfolio in combination with the decrease in rates of interest-bearing deposits.
Current wording
Net interest income for the nine months ended September 30, 2026 increased $7.0 million or 15.7% compared to the same period of 2025, driven primarily by the increases in average balances and yields of the loan portfolio in combination with the decrease in rates of interest-bearing deposits. The annualized net interest margin for the nine months ended September 30, 2026 was 2.92% as compared to 2.66% for the same period in the prior year.
Previous wording
The Company recorded a $281 thousand provision for credit losses for the six months ended June 30, 2026 compared to a $707 thousand provision for credit losses for the six months ended June 30, 2025. Additional discussion of the provision for credit losses is included below under the headingProvision for Credit Losses.
Current wording
The Company recorded a $38 thousand recovery of provision for credit losses for the nine months ended September 30, 2026 compared to a $1.1 million provision for credit losses for the nine months ended September 30, 2025. Additional discussion of the provision for credit losses is included below under the headingProvision for Credit Losses.
Previous wording
Non-interest expense increased $1.9 million or 11.2% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 predominantly due to a $1.5 million or 14.6% increase in salaries and employee benefits, as a result of increases in incentive compensation, higher mark-to-market adjustments on the Company’s non-qualified deferred compensation plan and the impact of the annual salary merit increase. Other expenses increased $302 thousand or 6.2% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Increases were primarily in state franchise tax and FDIC insurance, due to higher assessment bases, and an increase in marketing expense. Furniture and equipment expenses increased $62 thousand or 9.8% for the six months ended June 30, 2026 compared to the same period in 2025. The increase was due to investment and maintenance in technology.
Current wording
Non-interest expense increased $1.5 million or 5.9% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 predominantly due to a $957 thousand or 6.0% increase in salaries and employee benefits, as a result of increases in incentive compensation, the impact of the annual salary merit increase and higher cost of the healthcare insurance benefits. Additionally, the period included merger and acquisition expenses of $332 thousand coupled with a $159 thousand or 2.1% increase in other expenses driven by higher state franchise tax and FDIC insurance, due to an increase in respective assessment bases. Core non-interest expense (Non-GAAP) increased $1.2 million or 4.6% during the nine months ended September 30, 2026 compared to the same period in 2025.
Previous wording
The following table presents the average balance for each principal balance sheet category, and the amount of interest income or expense associated with that category, as well as corresponding average yields earned and rates paid for the six months ended June 30, 2026 and 2025.
Current wording
The following table presents the average balance for each principal balance sheet category, and the amount of interest income or expense associated with that category, as well as corresponding average yields earned and rates paid for the nine months ended September 30, 2026 and 2025.
Previous wording
Tax-equivalent net interest income increased $4.8 million or 16.7% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in fully tax-equivalent net interest income was driven by the increase in average balances and yields of the loan portfolio in combination with a decrease in the cost of interest-bearing deposits.
Current wording
Tax-equivalent net interest income increased $7.0 million or 15.8% for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase in fully tax-equivalent net interest income was driven by the increase in average balances and yields of the loan portfolio in combination with a decrease in the cost of interest-bearing deposits.
Previous wording
The net interest margin was 2.93% for the six months ended June 30, 2026, compared to 2.63% for the six months ended June 30, 2025. The 30 basis points increase in net interest margin was due to a combination of a 29 basis point decrease in the cost of interest-bearing liabilities and a nine basis point increase in yields in interest-earning assets coupled with higher average loan balances.
Current wording
The net interest margin was 2.92% for the nine months ended September 30, 2026, compared to 2.66% for the nine months ended September 30, 2025. The 26 basis point increase in net interest margin was due to a combination of a 25 basis point decrease in the cost of interest-bearing liabilities and an eight basis point increase in yields in interest-earning assets coupled with higher average loan balances.
Previous wording
The cost of interest-bearing liabilities was 3.14% for the six months ended June 30, 2026 compared to 3.43% for the six months ended June 30, 2025. Rates declined across all deposit categories, most notably in time deposits, money market accounts, and NOW deposit accounts, which declined 36 basis points, 32 basis points, and 22 basis points, respectively. Total cost of borrowings declined from 4.55% in the prior year period to 4.48% in the current year period, mainly as a result of refinancing a maturing Federal Home Loan Bank of Atlanta (“FHLB”) advance at a lower rate of interest during the first quarter of 2026.
Current wording
The cost of interest-bearing liabilities was 3.16% for the nine months ended September 30, 2026 compared to 3.41% for the nine months ended September 30, 2025. Rates declined across all deposit categories, most notably in time deposits, money market accounts, and NOW deposit accounts, which declined 33 basis points, 27 basis points, and 18 basis points, respectively. Total cost of borrowings declined from 4.54% in the prior year period to 4.46% in the current year period, mainly as a result of an 11 basis point decline in the rate of Federal Home Loan Bank advances.
Previous wording
The loan portfolio’s yield for the six months ended June 30, 2026 was 5.50% compared to 5.41% for the six months ended June 30, 2025, as variable rate loans repriced at higher prevailing rates subsequent to the second quarter of 2025. Average loans increased $108.2 million between the six months ended June 30, 2026 and 2025, which was primarily attributable to origination volume in the construction & development and residential mortgage loan portfolios subsequent to June 30, 2025.
Current wording
The loan portfolio’s yield for the nine months ended September 30, 2026 was 5.51% compared to 5.42% for the nine months ended September 30, 2025, as variable rate loans repriced at higher prevailing rates subsequent to the third quarter of 2025. Average loans increased $105.3 million between the nine months ended September 30, 2026 and 2025, which was primarily attributable to origination volume in the residential mortgage, commercial investor real estate and construction & development loan portfolios subsequent to September 30, 2025.
Previous wording
The yield on interest-bearing deposits due from banks for the six months ended June 30, 2026 was 3.72% compared to 4.48% for the six months ended June 30, 2025. The decrease of 76 basis points was due to three fed funds rate cuts totaling 75 basis points, which occurred after June 30, 2025.
Current wording
The yield on interest-bearing deposits due from banks for the nine months ended September 30, 2026 was 3.73% compared to 4.46% for the nine months ended September 30, 2025. The decrease of 73 basis points was due to a declining federal funds rate since September 30, 2025.
Previous wording
Interest income increased by $3.7 million or 6.7% to $58.9 million on a fully tax-equivalent basis for the six months ended June 30, 2026 compared to $55.2 million for the six months ended June 30, 2025, driven by both an increase in rates and volume on interest-earning assets, primarily attributable to the Company’s loan portfolio.
Current wording
Interest income increased by $6.1 million or 7.2% to $90.3 million on a fully tax-equivalent basis for the nine months ended September 30, 2026 compared to $84.2 million for the nine months ended September 30, 2025, driven by both an increase in rates and volume on interest-earning assets, primarily attributable to the Company’s loan portfolio.
Previous wording
Fully tax-equivalent interest income on loans increased $3.8 million or 7.6% as a result of increases in rates and volume. Average loans increased $108.2 million between the six months ended June 30, 2026 and 2025, which was primarily attributable to origination volume in the construction & development and residential mortgage loan portfolios subsequent to June 30, 2025.
Current wording
Fully tax-equivalent interest income on loans increased $5.7 million or 7.5% as a result of increases in rates and volume. Average loans increased $105.3 million between the nine months ended September 30, 2026 and 2025, which was primarily attributable to origination volume in the residential mortgage, commercial investor real estate and construction & development loan portfolios subsequent to September 30, 2025.
Previous wording
Fully tax-equivalent interest income on investment securities increased $322 thousand or 13.6%, as a result of higher securities rates. The yield on investment securities increased to 2.39% for the six months ended June 30, 2026 as compared to 2.07% for the six months ended June 30, 2025.
Current wording
Fully tax-equivalent interest income on investment securities increased $646 thousand or 18.2%, as a result of higher securities rates. The yield on investment securities increased to 2.46% for the nine months ended September 30, 2026 as compared to 2.08% for the nine months ended September 30, 2025.
Previous wording
Interest income on interest-bearing deposits in other banks decreased $421 thousand or 15.3% as a result of a 76 basis point decline in yield, which was directly related to three fed funds rate cuts totaling 75 basis points since June 30, 2025.
Current wording
Interest income on interest-bearing deposits in other banks decreased $264 thousand or 6.1% as a result of a 73 basis point decline in yield, which was directly related to a declining federal funds rate since September 30, 2025.
Previous wording
Interest expense decreased $1.1 million to $25.0 million for the six months ended June 30, 2026 compared to $26.1 million for the six months ended June 30, 2025, primarily due to a decrease in rates on interest-bearing deposits, partially offset by an increase in volume of interest-bearing deposits. The decrease in rates on deposits was mainly a result of the repricing of the Company’s interest-bearing deposit accounts in conjunction with the decrease in federal funds benchmark interest rates that took place starting in September of 2025.
Current wording
Interest expense decreased $974 thousand to $38.5 million for the nine months ended September 30, 2026 compared to $39.5 million for the nine months ended September 30, 2025, primarily due to a decrease in rates on interest-bearing deposits, partially offset by an increase in volume of interest-bearing deposits. The decrease in rates on deposits was mainly a result of the repricing of the Company’s interest-bearing deposit accounts in conjunction with the decrease in federal funds benchmark interest rates that took place subsequent to September of 2025.
Previous wording
The Company recorded a $281 thousand provision for credit losses for the six months ended June 30, 2026 compared to a $707 thousand provision for credit losses for the six months ended June 30, 2025. The provision for credit losses for the six months ended June 30, 2026 that is directly attributable to the funded loan portfolio was $528 thousand, while unfunded commitments provision was a recovery of $247 thousand.
Current wording
The Company recorded a $38 thousand recovery of provision for credit losses for the nine months ended September 30, 2026 compared to a $1.1 million provision for credit losses for the nine months ended September 30, 2025. The provision for credit losses for the nine months ended September 30, 2026 that is directly attributable to the funded loan portfolio was $130 thousand, while unfunded commitments provision was a recovery of $168 thousand.
Previous wording
The provision for credit losses during the six months ended June 30, 2026 was primarily a result of changes in the composition and volume of the loan portfolio in combination with the impact of charge-offs of three commercial SBA 7(a) loans recorded during the second quarter of 2026. See “Asset Quality” below for additional information on the credit quality of the loan portfolio.
Current wording
The provision for credit losses during the nine months ended September 30, 2026 was primarily a result of changes in the composition and volume of the loan portfolio in combination with the impact of charge-offs of three commercial SBA 7(a) loans recorded during the second quarter of 2026, partially offset by the improving forecasted economic variables during the period. See “Asset Quality” below for additional information on the credit quality of the loan portfolio.
Previous wording
Non-interest income increased $716 thousand or 70.8% during the six months ended June 30, 2026 compared to the same period of 2025. The increase was primarily attributable to a $835 thousand gain as a result of the sale of an unaffiliated company in which the Company held an equity investment unit, in combination with a $53 thousand increase in other charges and fees due to higher early termination fees on customer’s time deposits, and a $48 thousand increase in other operating income driven by the receipt of a class action settlement claim from a health insurance carrier. These increases were partially offset by a $153 thousand decrease in bankers insurance commission coupled with a $91 thousand decline in gain on sale of SBA 7(a) loans, due to lower sales volume.
Current wording
Non-interest income increased $331 thousand or 19.9% during the nine months ended September 30, 2026 compared to the same period of 2025. The increase was primarily attributable to an $835 thousand gain as a result of the sale of Bearing Insurance in which the Company held an equity investment unit coupled with a $68 thousand increase in other charges and fees due to higher early termination fees on customers’ time deposits. These increases were partially offset by a $211 thousand decrease in bankers’ insurance commission due to the sale of Bearing Insurance investment unit, a $173 thousand decline in gain on sale of SBA 7(a) loans, due to lower sales volume, a $101 decline in swap fee income, and a $98 thousand decrease in mark-to-market adjustments on investments related to the Company’s non-qualified deferred compensation plan.
Previous wording
The following table summarizes non-interest expense for the six months ended June 30, 2026 and 2025.
Current wording
The following table summarizes non-interest expense for the nine months ended September 30, 2026 and 2025.
Previous wording
Non-interest expense increased $1.9 million or 11.2% during the six months ended June 30, 2026 compared to the same period in 2025. The increase was primarily due to a $1.5 million increase in salaries and employee benefits, as a result of increases in incentive compensation tied to performance, higher mark-to-market adjustments on the Company’s non-qualified deferred compensation plan and the impact of the annual salary merit increase. Incentive compensation accruals can fluctuate materially from period to period, based upon the Company’s financial performance and conditions measured against, among other evaluation criteria, our strategic plan and budget. At the end of each year, the ultimate determination of the incentive compensation is approved by the Board of Directors. Advertising expense increased $93 thousand mainly due to various public relations and advertising initiatives. State franchise taxes increased $91 thousand due to a higher assessment base, mainly a result of the growth of the Company’s shareholder’s equity during the period.
Current wording
Non-interest expense increased $1.5 million or 5.9% during the nine months ended September 30, 2026 compared to the same period in 2025. The increase was primarily due to a $957 thousand increase in salaries and employee benefits, as a result of increases in incentive compensation tied to performance, the impact of the annual salary merit increase and higher cost of the healthcare insurance benefits. Incentive compensation accruals can fluctuate materially from period to period, based upon the Company’s financial performance and conditions measured against, among other evaluation criteria, our strategic plan and budget. At the end of each year, the ultimate determination of the incentive compensation is approved by the Board of Directors. During the period, the Company incurred $332 thousand in merger and acquisition expenses associated with the pending merger with Eagle. State franchise taxes and FDIC insurance increased $112 thousand and $52 thousand, respectively, due to an increase in respective assessment bases.
Previous wording
Income tax expense increased $902 thousand or 31.6% to $3.8 million for the six months ended June 30, 2026 compared to $2.9 million for the six months ended June 30, 2025. Our effective tax rate for the six months ended June 30, 2026 was 22.3% compared to 22.4% for the same period ended June 30, 2025.
Current wording
Income tax expense increased $1.6 million or 37.1% to $5.9 million for the nine months ended September 30, 2026 compared to $4.3 million for the nine months ended September 30, 2025. Our effective tax rate for the nine months ended September 30, 2026 was 22.2% compared to 22.0% for the same period ended September 30, 2025.
Previous wording
Net interest income for the three months ended June 30, 2026 increased $2.4 million or 16.1% to $17.3 million compared to $14.9 million for the three months ended June 30, 2025, as a result of higher average balances and yields of loans coupled with the lower cost of interest-bearing deposits. During the same period, interest income increased $1.9 million or 6.8%, driven by higher interest income on loans, while interest expense declined by $0.5 million or 3.9%, predominantly due to lower interest expense on interest-bearing deposit categories. The annualized net interest margin for the three months ended June 30, 2026 was 2.99% as compared to 2.69% for the same period in 2025.
Current wording
Net interest income for the three months ended September 30, 2026 increased $2.2 million or 14.0% to $17.8 million compared to $15.6 million for the three months ended September 30, 2025, as a result of higher average balances and yields of loans coupled with the lower cost of interest-bearing deposits. During the same period, interest income grew $2.4 million or 8.1%, driven by higher interest income on loans, while interest expense increased by $0.2 million or 1.2%, predominantly due to higher interest expense on interest-bearing deposit categories. The annualized net interest margin for the three months ended September 30, 2026 was 2.91% compared to 2.72% for the same period in 2025.
Previous wording
The Company recorded a $258 thousand provision for credit losses for the three months ended June 30, 2026 compared to $537 thousand for the three months ended June 30, 2025. Additional discussion of the provision for credit losses is included below under the headingProvision for Credit Losses.
Current wording
The Company recorded a $318 thousand recovery of provision for credit losses for the three months ended September 30, 2026 compared to a provision expense of $356 thousand for the three months ended September 30, 2025. Additional discussion of the provision for credit losses is included below under the headingProvision for Credit Losses.
Previous wording
Tax-equivalent net interest income increased $2.4 million or 16.1% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, driven primarily by higher average balances and yields of the loan portfolio coupled with the lower rates on interest-bearing deposits.
Current wording
Tax-equivalent net interest income increased $2.2 million or 14.1% for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, driven primarily by higher average balances and yields of the loan portfolio coupled with the lower rates on interest-bearing deposits.
Previous wording
The net interest margin was 2.99% for the three months ended June 30, 2026, compared to 2.69% for the three months ended June 30, 2025. The 30 basis point increase in net interest margin was primarily due to a 26 basis point reduction in rates on interest-bearing deposits and an 11 basis point increase in yields on the Company’s loans. In addition, average loans increased $110.5 million between the three months ended June 30, 2025 and the three months ended June 30, 2026, which was primarily attributable to origination volume in the construction & development and residential mortgage loan portfolios subsequent to June 30, 2025.
Current wording
The net interest margin was 2.91% for the three months ended September 30, 2026, compared to 2.72% for the three months ended September 30, 2025. The 19 basis point increase in net interest margin was primarily due to an 18 basis point reduction in rates on interest-bearing deposits and a 10 basis point increase in yields on the Company’s loans. In addition, average loans increased $99.7 million between the three months ended September 30, 2026 and 2025, which was primarily attributable to origination volume in the residential mortgage, commercial investor real estate and construction & development loan portfolios subsequent to September 30, 2025.
Previous wording
The loan portfolio’s yield for the three months ended June 30, 2026 was 5.53% compared to 5.42% for the three months ended June 30, 2025. The increase of 11 basis points was primarily attributable to an increase in yield on the Company’s commercial real estate portfolio along with higher average loan balances.
Current wording
The loan portfolio’s yield for the three months ended September 30, 2026 was 5.54% compared to 5.44% for the three months ended September 30, 2025. The increase of 10 basis points was primarily attributable to an increase in yields on the Company’s residential mortgage and commercial real estate portfolios along with higher average loan balances.
Previous wording
The yield on interest-bearing deposits due from banks for the three months ended June 30, 2026 was 3.73% compared to 4.48% for the three months ended June 30, 2025. The decrease of 75 basis points was directly attributable to three fed funds rate cuts totaling 75 basis points over the preceding twelve months.
Current wording
The yield on interest-bearing deposits due from banks for the three months ended September 30, 2026 was 3.75% compared to 4.44% for the three months ended September 30, 2025. The decrease of 69 basis points was directly attributable to the declining federal funds rate over the preceding twelve months.
Previous wording
The cost of interest-bearing liabilities was 3.13% for the three months ended June 30, 2026 compared to 3.38% for the three months ended June 30, 2025. Rates declined across all deposit categories, most notably in time deposits, money market accounts, and savings accounts, which declined by 35 basis points, 28 basis points, and 18 basis points, respectively.
Current wording
The cost of interest-bearing liabilities was 3.20% for the three months ended September 30, 2026 compared to 3.37% for the three months ended September 30, 2025. Rates declined across all deposit categories, most notably in time deposits, money market accounts, and NOW accounts, which declined by 29 basis points, 20 basis points, and nine basis points, respectively.
Previous wording
Interest income increased $1.9 million or 6.9% to $29.8 million on a fully tax-equivalent basis for the three months ended June 30, 2026 compared to $27.9 million for the three months ended June 30, 2025, driven primarily by higher average balances and yields on the Company’s loan portfolio.
Current wording
Interest income increased $2.4 million or 8.2% to $31.3 million on a fully tax-equivalent basis for the three months ended September 30, 2026 compared to $29.0 million for the three months ended September 30, 2025, driven primarily by higher average balances and yields on the Company’s loan portfolio.
Previous wording
Fully tax-equivalent interest income on loans increased $2.0 million or 8.0% as a result of volume and rates increases. Average loans increased $110.5 million between the three months ended June 30, 2026 and the three months ended June 30, 2025, which was primarily attributable to origination volume in the construction & development and residential mortgage loan portfolios subsequent to June 30, 2025.
Current wording
Fully tax-equivalent interest income on loans increased $1.9 million or 7.2% as a result of volume and rates increases. Average loans increased $99.7 million between the three months ended September 30, 2026 and the three months ended September 30, 2025, which was primarily attributable to origination volume in the residential mortgage, commercial investor real estate and construction & development loan portfolios subsequent to September 30, 2025.
Previous wording
Fully tax-equivalent interest income on investment securities increased $195 thousand or 16.2% primarily as a result of an increase in rates. The yield on investment securities increased to 2.46% at June 30, 2026 from 2.11% at June 30, 2025.
Current wording
Fully tax-equivalent interest income on investment securities increased $324 thousand or 27.6% primarily as a result of an increase in rates. The yield on investment securities increased to 2.60% for the three months ended September 30, 2026 from 2.10% for the three months ended September 30, 2025.
Previous wording
Interest expense decreased $502 thousand or 3.9% to $12.4 million for the three months ended June 30, 2026 compared to $12.9 million for the three months ended June 30, 2025, primarily due to a decrease in rates on interest-bearing deposits, partially offset by an increase in volume of interest-bearing deposits. The decrease in rates on deposits was mainly a result of the repricing of the Company’s deposit accounts in conjunction with the decrease in federal funds benchmark interest rates that took place starting in September of 2025.
Current wording
Interest expense increased $163 thousand or 1.2% to $13.5 million for the three months ended September 30, 2026 compared to $13.3 million for the three months ended September 30, 2025, primarily due to an increase in volume of interest-bearing deposits, partially offset by a decrease in rates on interest-bearing deposits. The decrease in rates on deposits was mainly a result of the repricing of the Company’s deposit accounts in conjunction with the decrease in federal funds benchmark interest rates that took place subsequent to September of 2025.
Previous wording
The Company recorded a $258 thousand provision for credit losses for the three months ended June 30, 2026 compared to $537 thousand for the three months ended June 30, 2025. The provision for credit losses for the three months ended June 30, 2026 that is directly attributable to the funded loan portfolio was $385 thousand, while provision for credit losses on unfunded loan commitments was a recovery of $127 thousand.
Current wording
The Company recorded a $318 thousand recovery of provision for credit losses for the three months ended September 30, 2026 compared to a provision expense of $356 thousand for the three months ended September 30, 2025. The provision for credit losses for the three months ended September 30, 2026 that is directly attributable to the funded loan portfolio was a recovery of $397 thousand, while provision for credit losses on unfunded loan commitments was an expense of $79 thousand.
Previous wording
See “Asset Quality” section below for additional information on the credit quality of the loan portfolio.
Current wording
The recovery of provision for credit losses on funded loans during the most recent quarter reflected a change in the loan portfolio mix in combination with the improved forecasts of unemployment rate and gross domestic product. See “Asset Quality” section below for additional information on the credit quality of the loan portfolio.
Previous wording
Income tax expense increased $530 thousand to $2.0 million for the three months ended June 30, 2026 compared to $1.5 million for the three months ended June 30, 2025. Our effective tax rate for the three months ended June 30, 2026 was 22.3% compared to 22.5% for the same period ended June 30, 2025.
Current wording
Income tax expense increased $695 thousand to $2.2 million for the three months ended September 30, 2026 compared to $1.5 million for the three months ended September 30, 2025. Our effective tax rate for the three months ended September 30, 2026 was 22.2% compared to 21.3% for the same period ended September 30, 2025.
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