Skip to main content

CHOICEONE FINANCIAL SERVICES INC

For the period ended Sep 30, 2025. Filed Nov 10, 2025.

View on SEC.gov

About 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, 2025 · Filed Nov 10, 2025

COFS$37.29+1.6%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

Notes To Interim Consolidated Financial Statements

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include ChoiceOne Financial Services, Inc. (“ChoiceOne”), its wholly-owned subsidiaries, ChoiceOne Bank (the “Bank”) and 109 Technologies, LLC, and ChoiceOne Bank’s wholly-owned subsidiary, ChoiceOne Insurance Agencies, Inc. (the “Insurance Agency”). Intercompany transactions and balances have been eliminated in consolidation.

ChoiceOne owns all of the common securities of Community Shores Capital Trust I, Fentura Capital Trust I, and Fentura Capital Trust II (collectively, the “Capital Trusts”). Under U.S. generally accepted accounting principles (“GAAP”), the Capital Trusts are not consolidated because each is a variable interest entity and ChoiceOne is not the primary beneficiary.

The accompanying unaudited consolidated financial statements and notes thereto reflect all adjustments ordinary in nature which are, in the opinion of management, necessary for a fair presentation of such financial statements. Operating results for the nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in ChoiceOne’s Annual Report on Form 10-K for the year ended December 31, 2024.

Recent Events

On March 1, 2025, ChoiceOne completed the merger (the “Merger”) of Fentura Financial, Inc. (“Fentura”), the former parent company of The State Bank, with and into ChoiceOne with ChoiceOne surviving the merger. On March 14, 2025, ChoiceOne Bank completed the consolidation of The State Bank with and into ChoiceOne Bank with ChoiceOne Bank surviving the consolidation.

Identification and Classification of Merger-Related Expenses

Merger-related expenses are costs incurred directly in connection with the company's merger and acquisition activities and are expensed in the period in which the costs are incurred and services are received. The costs to issue equity securities associated with the merger are netted against the value of the securities issued. Merger related expenses include legal fees for negotiation and drafting of merger agreements, accounting and auditing fees related to due diligence and financial statement preparation, consulting fees for strategic advisory services specific to the merger, costs related to regulatory filings and compliance, expenses for integration planning and execution (including IT, systems integration, and contract terminations), severance and retention bonuses for employees affected by the merger, and travel and accommodation expenses directly related to merger activities.

To ensure accurate classification and segregation of these expenses, detailed documentation supporting the nature and purpose of each expense is maintained, including invoices, contracts, and internal memos. All merger-related expenses must be reviewed and approved by the CFO or an authorized delegate to ensure they meet the criteria for classification as merger-related. The Accounting Department conducts periodic reviews of these expenses to ensure proper classification and segregation, promptly addressing and correcting any discrepancies. Merger-related expenses are disclosed separately in the financial statements and accompanying notes to provide transparency to investors and stakeholders.

Use of Estimates

To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, ChoiceOne’s management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided. These estimates and assumptions are subject to many risks and uncertainties, and actual results may differ from these estimates. Estimates associated with the allowance for credit losses, the unrealized gains and losses on securities available for sale and held to maturity, and the fair value measurement of acquired assets and liabilities associated with the Merger are particularly susceptible to change.

Goodwill

Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of the acquired tangible assets and liabilities and identifiable intangible assets. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exist that indicate that a goodwill impairment test should be performed.

Core Deposit Intangible

Core deposit intangible represents the value of the acquired customer core deposit bases and is included as an asset on the consolidated balance sheets. The core deposit intangible has an estimated finite life, is amortized on an accelerated basis over its useful life and is subject to periodic impairment evaluation.

Stock Transactions

A total of 6,136 and 16,442 shares of common stock were issued to ChoiceOne’s Board of Directors for a cash price of $176,000 and $496,000 for the three and nine months ended September 30, 2025, respectively, under the terms of the Directors’ Stock Purchase Plan. A total of 2,802 and 7,413 shares for a cash price of $69,000 and $182,000 were issued for the three and nine months ended September 30, 2025, respectively, under the Employee Stock Purchase Plan.

On March 1, 2025, ChoiceOne issued 6,070,836 shares of common stock at a net cost of $192.8 million as consideration in the Merger. Also on March 1, 2025, as required in the Merger, ChoiceOne purchased 57,807 shares of common stock for a cash price of approximately $1.8 million. ChoiceOne retired 6,750 shares of stock that were FETM shares which were owned by ChoiceOne prior to the merger for a cash price of $215,000 on March 1, 2025.

ChoiceOne's common stock repurchase program announced in April 2021 and amended in 2022, authorizes repurchases of up to 375,388 shares, representing 5% of the total outstanding shares of common stock as of the date the program was adopted. No shares were repurchased under this program in the first nine months of 2025.

Reclassifications

Certain amounts presented in prior periods have been reclassified to conform to the current presentation.

Allowance for Credit Losses (“ACL”)

The ACL is a valuation allowance for expected credit losses. The ACL is increased by the provision for credit losses and decreased by loans charged off less any recoveries of charged off loans. As ChoiceOne has had very limited loss experience since 2011, management elected to utilize benchmark peer loss history data to estimate historical loss rates. ChoiceOne identified an appropriate peer group for each loan pool which shared similar characteristics. Management estimates the ACL required based on the selected peer group loan loss experience, the nature and volume of the loan portfolio, information about specific borrower situations and estimated collateral values, a reasonable and supportable economic forecast, and other factors. Allocations of the ACL may be made for specific loans, but the entire ACL is available for any loan that, in management’s judgment, should be charged off. Loan losses are charged against the ACL when management believes that collection of a loan balance is not possible.

The ACL consists of general and specific components. The general component covers loans collectively evaluated for credit losses and is based on peer historical loss experience adjusted for current and forecasted factors. Management's adjustment for current and forecasted factors is based on trends in delinquencies, trends in charge-offs and recoveries, trends in the volume of loans, changes in underwriting standards, trends in loan review findings, the experience and ability of lending staff, and a reasonable and supportable economic forecast described further below.

The discounted cash flow methodology is utilized for all loan pools included in the general component. This methodology is supported by our current expected credit loss ("CECL") software provider and allows management to automatically calculate contractual life by factoring in all cash flows and adjusting them for behavioral and credit-related aspects.

Reasonable and supportable economic forecasts have to be incorporated in determining expected credit losses. The forecast period represents the time frame from the current period end through the point in time that we can reasonably forecast and support entity and environmental factors that are expected to impact the performance of our loan portfolio. Ideally, the economic forecast period would encompass the contractual terms of all loans; however, the ability to produce a forecast that is considered reasonable and supportable becomes more difficult or may not be possible in later periods. Subsequent to the end of the forecast period, we revert to historical loan data based on an ongoing evaluation of each economic forecast in relation to then current economic conditions as well as any developing loan loss activity and resulting historical data. As of September 30, 2025, we used a one-year reasonable and supportable economic forecast period, with a two year straight-line reversion period.

We are not required to develop and use our own economic forecast model, and we elected to utilize economic forecasts from third-party providers that analyze and develop forecasts of the economy for the entire United States at least quarterly.

Other inputs to the calculation are also updated or reviewed quarterly. Prepayment speeds are updated on a one quarter lag based on the asset liability model from the previous quarter. This model is performed at the loan level. Curtailment is updated quarterly within the ACL model based on our peer group average. The reversion period is reviewed by management quarterly with consideration of the current economic climate. Prepayment speeds and curtailment were updated during the third quarter of 2025; however, the effect was insignificant.

We are also required to consider expected credit losses associated with loan commitments over the contractual period in which we are exposed to credit risk on the underlying commitments unless the obligation is unconditionally cancellable by us. Any allowance for off-balance sheet credit exposures is reported as an other liability on our Consolidated Balance Sheet and is increased or decreased via the provision for credit losses account on our Consolidated Statement of Income. The calculation includes consideration of the likelihood that funding will occur and forecasted credit losses on commitments expected to be funded over their estimated lives. The allowance is calculated using the same aggregate reserve rates calculated for the funded portion of loans at the portfolio level applied to the amount of commitments expected to be funded.

Loans that do not share risk characteristics are evaluated on an individual basis and are excluded from the collective evaluation. ChoiceOne has determined that any loans which have been placed on non-performing status, loans with a risk rating of 6 or higher, and loans past due more than 60 days will be assessed individually for evaluation. Management's judgment will be used to determine if the loan should be migrated back to pool on an individual basis. Individual analysis will establish a specific reserve for loans in scope. Specific reserves on non-performing loans are typically based on management’s best estimate of the fair value of collateral securing these loans, adjusted for selling costs as appropriate or based on the present value of the expected cash flows from that loan.

ACL for Purchased Loans: With and Without Credit Deterioration

Purchased loans are initially recorded at fair value. ChoiceOne’s accounting treatment for these loans depends on whether they exhibit significant credit deterioration since origination at the time of purchase. As part of the Merger, ChoiceOne recognized a valuation adjustment on the purchased loans, which included two distinct categories: loans purchased with credit deterioration and those without. A substantial portion of this adjustment is expected to be recognized as interest income over time.

Purchased Loans with Credit Deterioration

Purchased loans that reflect a more than insignificant credit deterioration since origination at the date of purchase are classified as purchased credit deteriorated (PCD) loans. PCD loans are recorded at fair value plus the ACL expected at the time of purchase. Under this method, there is no provision for credit losses on purchase of PCD loans. The ACL was recorded as the credit mark on PCD loans. PCD loans are assessed on a regular basis and subsequent adjustments to the ACL are recorded on the income statement. The non-credit-related difference between fair value and the unpaid principal balance at the purchase date is amortized or accreted to interest income over the contractual life of the loan using the effective interest method.

Purchased Loans Without Credit Deterioration

Loans not considered purchased credit deteriorated (Non-PCD) loans do not reflect more than insignificant credit deterioration since origination at the date of purchase. These loans are recorded at fair value and an increase to the allowance for credit losses (ACL) is recorded with a corresponding increase to the provision for credit losses at the date of purchase. The difference between fair value and the unpaid principal balance at the purchase date is amortized or accreted to interest income over the contractual life of the loan using the effective interest method. Purchased loans from the Merger were brought into the model and segmented into classes on the same basis as ChoiceOne originated loans.

ACL for Securities

Securities Available for Sale ("AFS") – For securities AFS in an unrealized loss position, management determines whether they intend to sell or if it is more likely than not that ChoiceOne will be required to sell the security before recovery of the amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities AFS with unrealized losses not meeting these criteria, management evaluates whether any decline in fair value is due to credit loss factors. In making this assessment, management considers any changes to the rating of the security by rating agencies and adverse conditions specifically related to the issuer of the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses (“ACL”) is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Changes in the ACL under ASC 326-30 are recorded as provisions for (or reversal of) credit loss expense. Losses are charged against the ACL when the collectability of a debt security AFS is confirmed or when either of the criteria regarding intent or requirement to sell is met. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income, net of income taxes. At September 30, 2025, there was no ACL related to debt securities AFS.

Securities Held to Maturity ("HTM") – Since the adoption of CECL, ChoiceOne measures credit losses on HTM securities on a collective basis by major security type with each type sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The ACL on securities HTM is a contra asset valuation account that is deducted from the carrying amount of HTM securities to present the net amount expected to be collected. HTM securities are charged off against the ACL when deemed uncollectible. Adjustments to the ACL are reported in ChoiceOne’s Consolidated Statements of Income in the provision for credit losses. Accrued interest receivable totaled $2.3 million at September 30, 2025 and $2.0 million at December 31, 2024 and was reported in other assets on the consolidated balance sheets and is excluded from the estimate of credit losses. With regard to US Treasury securities, these have an explicit government guarantee; therefore, no ACL is recorded for these securities. With regard to obligations of states and political subdivisions and other HTM securities, management considers (1) issuer bond ratings, (2) historical loss rates for given bond ratings, (3) the financial condition of the issuer, and (4) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities. At September 30, 2025 and December 31, 2024, the ACL related to HTM securities is insignificant.

Recent Accounting Pronouncements

Adoption of ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures about the Company's operating segments. This adoption was aimed at providing more transparent and comprehensive information regarding the Company's financial performance and position. The Company operates inone reportable segment. The Company adopted this guidance as of December 31, 2024, on a retrospective basis. The adoption didnot have a material impact on the Company's financial statements but resulted in additional entity-wide disclosures about products and services, geographic areas, and major customers. These disclosures are intended to provide users of the financial statements with a better understanding of the Company's operations and the economic environments in which it operates.

While ChoiceOne’s management monitors the revenue streams of various products and services for the Bank and the Insurance Agency, operations and financial performance are evaluated on a company-wide basis. Accordingly, all of the financial service operations are considered by management to be aggregated into one reportable operating segment.

ASU 2023-09 Improvements to Income Tax Disclosures

In 2023, the FASB issued ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures. The amendments in this update enhance transparency and decision usefulness of income tax disclosures. This ASU requires consistent categorization, greater disaggregation, and detailed disclosures related to income taxes paid. These changes aim to help users of financial statements understand factors contributing to differences between effective and statutory tax rates. The disclosure is effective for annual reporting periods beginning after December 15, 2024. The Company is evaluating the impact this will have on the Company's income tax disclosures.

NOTE 2 – SECURITIES

On January 1, 2022, ChoiceOne reassessed and transferred, at fair value, $428.4 million of securities classified as available for sale to the held to maturity classification. The net unrealized after-tax loss of $2.7 million as of the transfer date remained in accumulated other comprehensive income to be amortized over the remaining life of the securities, offsetting the related amortization of discount or premium on the transferred securities. No gains or losses were recognized at the time of the transfer. The remaining net unamortized unrealized loss on transferred securities included in accumulated other comprehensive income was $1.8 million after tax as of September 30, 2025.

ChoiceOne acquired $90.7 million in securities as part of the Merger; however, management chose to sell $78.9 million of those securities to pay down higher cost wholesale funding. The sale of the securities was completed so close to the fair value determination date that no loss was recognized. Consequently, the net increase in securities from the Merger was $11.8 million.

The fair value of equity securities and the related gross unrealized gains (losses) recognized in noninterest income were as follows:

Gross · Gross
(Dollars in thousands)AmortizedUnrealizedUnrealizedFair
CostGainsLossesValue
Equity securities$9,352$649$(496)$9,505
Gross · Gross
(Dollars in thousands)AmortizedUnrealizedUnrealizedFair
CostGainsLossesValue
Equity securities$8,043$397$(658)$7,782

The following tables present the amortized cost and fair value of securities available for sale and the gross unrealized gains (losses) recognized in accumulated other comprehensive income (loss) and the amortized cost and fair value of securities held to maturity and the related gross unrealized gains and losses:

Gross · Gross
(Dollars in thousands) · Amortized · Unrealized · Unrealized · Fair
Available for Sale: · Cost · Gains · Losses · Value
U.S. Treasury notes and bonds$94,284$25$(5,923)$88,386
State and municipal262,393-(38,236)224,157
Mortgage-backed238,53598(16,172)222,461
Corporate250-(33)217
Asset-backed securities8,936-(134)8,802
Total$604,398$123$(60,498)$544,023
(Dollars in thousands)
Held to Maturity:
U.S. Government and federal agency$2,983$-$(182)$2,801
State and municipal197,49743(24,081)173,459
Mortgage-backed167,45814(14,849)152,623
Corporate20,53232(1,497)19,067
Asset-backed securities47--47
Total$388,517$89$(40,609)$347,997
Gross · Gross
(Dollars in thousands) · Amortized · Unrealized · Unrealized · Fair
Available for Sale: · Cost · Gains · Losses · Value
U.S. Treasury notes and bonds$89,875$-$(9,373)$80,502
State and municipal258,815-(30,579)228,236
Mortgage-backed181,86362(20,955)160,970
Corporate250-(38)212
Asset-backed securities9,387-(190)9,197
Total$540,190$62$(61,135)$479,117
(Dollars in thousands)
Held to Maturity:
U.S. Government and federal agency$2,978$-$(279)$2,699
State and municipal196,5105(31,477)165,038
Mortgage-backed174,3237(21,963)152,367
Corporate20,49529(1,803)18,721
Asset-backed securities228-(5)223
Total$394,534$41$(55,527)$339,048

Available for sale securities with unrealized losses as of September 30, 2025 and December 31, 2024, aggregated by investment category and length of time the individual securities have been in an unrealized loss position, were as follows:

Less than 12 months · More than 12 months · Total
(Dollars in thousands) · Fair · Unrealized · Fair · Unrealized · Fair · Unrealized
Available for Sale: · Value · Losses · Value · Losses · Value · Losses
U.S. Treasury notes and bonds$-$-$83,597$5,923$83,597$5,923
State and municipal4,696520219,23037,716223,92638,236
Mortgage-backed67,359982134,77215,190202,13116,172
Corporate--2173321733
Asset-backed securities--8,8021348,802134
Total temporarily impaired$72,055$1,502$446,618$58,996$518,673$60,498
Less than 12 months · More than 12 months · Total
(Dollars in thousands) · Fair · Unrealized · Fair · Unrealized · Fair · Unrealized
Available for Sale: · Value · Losses · Value · Losses · Value · Losses
U.S. Treasury notes and bonds$-$-$80,502$9,373$80,502$9,373
State and municipal--228,23630,579228,23630,579
Mortgage-backed9631142,17020,954143,13320,955
Corporate--2123821238
Asset-backed securities--9,1971909,197190
Total temporarily impaired$963$1$460,317$61,134$461,280$61,135

Held to maturity securities with unrealized losses as of September 30, 2025 and December 31, 2024, aggregated by investment category and length of time the individual securities have been in an unrealized loss position, were as follows:

Less than 12 months · More than 12 months · Total
(Dollars in thousands) · Fair · Unrealized · Fair · Unrealized · Fair · Unrealized
Held to Maturity: · Value · Losses · Value · Losses · Value · Losses
U.S. Government and federal agency$-$-$2,801$182$2,801$182
State and municipal95121167,63324,060168,58424,081
Mortgage-backed4,32939140,57614,810144,90514,849
Corporate1,447315,9291,49417,3761,497
Asset-backed securities--47-47-
Total temporarily impaired$6,727$63$326,986$40,546$333,713$40,609
Less than 12 months · More than 12 months · Total
(Dollars in thousands) · Fair · Unrealized · Fair · Unrealized · Fair · Unrealized
Held to Maturity: · Value · Losses · Value · Losses · Value · Losses
U.S. Government and federal agency$-$-$2,699$279$2,699$279
State and municipal5,262630159,55830,847164,82031,477
Mortgage-backed2,35011141,97021,952144,32021,963
Corporate--16,5911,80316,5911,803
Asset-backed securities--22352235
Total temporarily impaired$7,612$641$321,041$54,886$328,653$55,527

ChoiceOne evaluates all securities on a quarterly basis to determine if an ACL and corresponding impairment charge should be recorded. Consideration is given to the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of ChoiceOne to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value of amortized cost basis. ChoiceOne believes that unrealized losses on securities were temporary in nature and were caused primarily by changes in interest rates, increased credit spreads, and reduced market liquidity and were not caused by the credit status of the issuer. No ACL was recorded in the three and nine months ended September 30, 2025 and September 30, 2024 on AFS securities.

The majority of unrealized losses at September 30, 2025, are related to U.S. Treasury notes and bonds, state and municipal bonds and mortgage backed securities. The U.S. Treasury notes are guaranteed by the U.S. government and 100% of the notes are rated AA or better. State and municipal bonds are backed by the taxing authority of the bond issuer or the revenues from the bond. On September 30, 2025,85% of state and municipal bonds held are rated AA or better,10% are A rated and 5% are not rated. Of the mortgage-backed securities held on September 30, 2025,47% were issued by US government sponsored entities and agencies, and rated AA,38% are AAA rated private issue and collateralized mortgage obligations, and 15% are unrated privately issued mortgage-backed securities with structured credit enhancement and collateralized mortgage obligations.

Unrealized losses have not been recognized into income because the issuers’ bonds are of high credit quality, and management does not intend to sell the bonds prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments on the bonds. The fair value is expected to recover as the bonds approach maturity.

Presented below is a schedule of maturities of securities as of September 30, 2025. Available for sale securities are reported at fair value and held to maturity securities are reported at amortized cost. Callable securities in the money are presumed called and matured at the callable date.

Available for Sale Securities maturing within:
Fair Value
Less than · 1 Year - · 5 Years - · More than · at September 30,
(Dollars in thousands) · 1 Year · 5 Years · 10 Years · 10 Years · 2025
U.S. Treasury notes and bonds$980$87,406$-$-$88,386
State and municipal23032,02429,622162,281224,157
Corporate--217-217
Asset-backed securities-6,4062,396-8,802
Total debt securities1,210125,83632,235162,281321,562
Mortgage-backed securities1,649124,72372,25023,839222,461
Total Available for Sale$2,859$250,559$104,485$186,120$544,023
Held to Maturity Securities maturing within:
Amortized Cost
Less than · 1 Year - · 5 Years - · More than · at September 30,
(Dollars in thousands) · 1 Year · 5 Years · 10 Years · 10 Years · 2025
U.S. Government and federal agency$-$2,983$-$-$2,983
State and municipal2,33245,98590,26758,913197,497
Corporate--20,532-20,532
Asset-backed securities47---47
Total debt securities2,37948,968110,79958,913221,059
Mortgage-backed securities3,41693,19370,849-167,458
Total Held to Maturity$5,795$142,161$181,648$58,913$388,517

Following is information regarding unrealized gains and losses on equity securities for thethree and nine months ended September 30, 2025 and 2024:

Three Months Ended · Nine Months Ended
September 30,September 30,
2025202420252024
(Dollars in thousands)
Net gains (losses) recognized during the period$458$277$804$241
Less: Net gains (losses) recognized during the period on securities sold————
Unrealized gains (losses) recognized during the reporting period on securities still held at the reporting date$458$277$804$241

NOTE 3 – LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans by type as a percentage of the portfolio were as follows:

September 30, 2025 · December 31, 2024
(Dollars in thousands) · Balance · % · Balance · % · Percent Increase (Decrease)
Agricultural$51,1831.8%$48,2213.1%6.1%
Commercial and Industrial352,87612.1%228,25614.8%54.6%
Commercial Real Estate1,728,77459.4%901,13058.3%91.8%
Consumer27,3280.9%29,4121.9%(7.1)%
Construction Real Estate18,4410.6%17,0421.1%8.2%
Residential Real Estate728,84325.0%281,70118.2%158.7%
Loans to Other Financial Institutions2,4830.1%39,8782.6%(93.8)%
Gross Loans$2,909,928$1,545,640
Allowance for credit losses34,7541.19%16,5521.07%
Net loans$2,875,174$1,529,088

Activity in the allowance for credit losses and balances in the loan portfolio were as follows:

Commercial · Loans to Other
(Dollars in thousands) · And · Commercial · Construction · Residential · Financial
Agricultural · Industrial · Consumer · Real Estate · Real Estate · Real Estate · Institutions · Total
Allowance for Credit Losses Three Months Ended September 30, 2025
Beginning balance$219$5,240$772$18,311$90$10,161$5$34,798
Charge-offs--(193)(185)---(378)
Recoveries-2131--1-134
Provision141,05526(551)(7)(336)(1)200
Ending balance$233$6,297$736$17,575$83$9,826$4$34,754
Allowance for Credit Losses Nine Months Ended September 30, 2025
Beginning balance$90$2,260$733$9,460$59$3,890$60$16,552
Acquisition related allowance for credit loss (PCD)22,963-1,791-168-4,924
Charge-offs-(9)(586)(393)-(52)-(1,040)
Recoveries-8273--25-306
Provision1411,0753166,717245,795(56)14,013
Ending balance$233$6,297$736$17,575$83$9,826$4$34,754
Individually evaluated for credit loss$-$2,916$-$637$-$38$-$3,591
Collectively evaluated for credit loss$233$3,382$736$16,938$82$9,788$4$31,163
Loans
Individually evaluated for credit loss$5$8,1761$4,506$—$2,944$-$15,632
Collectively evaluated for credit loss51,178344,70027,3271,724,26818,441725,8992,4832,894,296
Ending loan balance$51,183$352,876$27,328$1,728,774$18,441$728,843$2,483$2,909,928

The outstanding balance and related ACL on PCD loans as of March 1, 2025 (the acquisition date) and September 30, 2025 is as follows (in thousands):

As of September 30, 2025As of March 1, 2025
Loan BalanceACL BalanceLoan BalanceACL Balance
(dollars in thousands)
Agricultural$460$2$611$2
Commercial and Industrial11,6282,93413,5722,960
Commercial Real Estate65,9881,09679,4441,791
Consumer12-320
Residential Real Estate18,01413819,252171
Total$96,102$4,170$112,911$4,924

There were no PCD loans in the prior year.

Commercial · Loans to Other
(Dollars in thousands) · and · Commercial · Construction · Residential · Financial
AgriculturalIndustrialConsumerReal EstateReal EstateReal EstateInstitutionsTotal
Allowance for Credit Losses
Ending balance$90$2,260$733$9,460$59$3,890$60$16,552
Loans
Ending loan balance$48,221$228,256$29,412$901,130$17,042$281,701$39,878$1,545,640
Commercial
(Dollars in thousands) · and · Commercial · Construction · Residential · Loans to Other
Agricultural · Industrial · Consumer · Real Estate · Real Estate · Real Estate · Financial Institution · Total
Allowance for Credit Losses Three Months Ended September 30, 2024
Beginning balance$112$2,161$795$9,360$49$3,625$50$16,152
Charge-offs--(166)--(23)-(189)
Recoveries-296--4-102
Provision(2)30736(140)(13)22710425
Ending balance$110$2,470$761$9,220$36$3,833$60$16,490
Allowance for Credit Losses Nine Months Ended September 30, 2024
Beginning balance$94$2,216$823$8,820$58$3,644$30$15,685
Charge-offs-(1)(616)--(23)-(640)
Recoveries-13321--11-345
Provision16242233400(22)201301,100
Ending balance$110$2,470$761$9,220$36$3,833$60$16,490
Individually evaluated for credit loss$1$7$1$1$-$78$-$88
Collectively evaluated for credit loss$109$2,463$760$9,219$36$3,755$60$16,402

The process to monitor the credit quality of ChoiceOne’s loan portfolio includes tracking (1) the risk ratings of business loans and (2) delinquent and nonperforming consumer loans. Business loans are risk rated on a scale of 1 to 9. A description of the characteristics of the ratings follows:

Risk Rating 1 through 5 or pass: These loans are considered pass credits. They exhibit acceptable credit risk and demonstrate the ability to repay the loan from normal business operations.

Risk rating 6 or special mention: Loans and other credit extensions bearing this grade are considered to be inadequately protected by the current net worth and debt service capacity of the borrower or of any pledged collateral. These obligations, even if apparently protected by collateral value, have well-defined weaknesses related to adverse financial, managerial, economic, market, or political conditions that have clearly jeopardized repayment of principal and interest as originally intended. Furthermore, there is the possibility that ChoiceOne Bank will sustain some future loss if such weaknesses are not corrected. Clear loss potential, however, does not have to exist in any individual assets classified as special mention. Loans falling into this category should have clear action plans and timelines with benchmarks to determine which direction the relationship will move.

Risk rating 7 or substandard: Loans and other credit extensions graded “7” have all the weaknesses inherent in those graded “6”, with the added characteristic that the severity of the weaknesses makes collection or liquidation in full highly questionable or improbable based upon currently existing facts, conditions, and values. Loans in this classification should be evaluated for non-accrual status. All nonaccrual commercial and Retail loans must be at a minimum graded a risk code “7”.

Risk rating 8 or doubtful: Loans and other credit extensions bearing this grade have been determined to have the extreme probability of some loss, but because of certain important and reasonably specific factors, the amount of loss cannot be determined. Such pending factors could include merger or liquidation, additional capital injection, refinancing plans, or perfection of liens on additional collateral.

Risk rating 9 or loss: Loans in this classification are considered uncollectible and cannot be justified as a viable asset of ChoiceOne Bank. This classification does not mean the loan has absolutely no recovery value, but that it is neither practical nor desirable to defer writing off this loan even though partial recovery may be obtained in the future.

The following tables reflect the amortized cost basis of loans as of September 30, 2025 based on year of origination (dollars in thousands):

Commercial: · 2025 · 2024 · 2023 · 2022 · 2021 · Prior · Term Loans Total · Revolving Loans · Grand Total
Agricultural
Pass$3,743$4,209$1,858$3,706$4,952$19,586$38,054$12,794$50,848
Special mention-----157157-157
Substandard-----178178-178
Doubtful---------
Loss---------
Total$3,743$4,209$1,858$3,706$4,952$19,921$38,389$12,794$51,183
Current year-to-date gross write-offs (1)$-$-$-$-$-$-$-$-$-
Commercial and Industrial
Pass$43,364$44,434$18,784$37,820$13,564$23,539$181,505$158,391$339,896
Special mention---152163106421-421
Substandard-6925,804461,4711,7589,7712,78812,559
Doubtful---------
Loss---------
Total$43,364$45,126$24,588$38,018$15,198$25,403$191,697$161,179$352,876
Current year-to-date gross write-offs (1)$-$-$9$-$-$-$9$-$9
Commercial Real Estate
Pass$156,993$180,641$141,991$338,974$236,175$415,475$1,470,249$223,075$1,693,324
Special mention--21214,0681,5615,19921,040-21,040
Substandard-1101,4308,662-4,20814,410-14,410
Doubtful---------
Loss---------
Total$156,993$180,751$143,633$361,704$237,736$424,882$1,505,699$223,075$1,728,774
Current year-to-date gross write-offs (1)$-$-$36$257$-$100$393$-$393
Total Commercial Loans$204,100$230,086$170,079$403,428$257,886$470,206$1,735,785$397,048$2,132,833
Retail: · 2025 · 2024 · 2023 · 2022 · 2021 · Prior · Term Loans Total · Revolving Loans · Grand Total
Consumer
Performing$5,167$4,176$5,208$6,320$3,321$2,333$26,525$754$27,279
Nonperforming---------
Nonaccrual--13-27848149
Total$5,167$4,176$5,221$6,320$3,348$2,341$26,573$755$27,328
Current year-to-date gross write-offs (1)$9$37$76$11$6$7$146$-$146
Construction real estate
Performing$2,067$1,179$-$-$501$-$3,747$14,584$18,331
Nonperforming---------
Nonaccrual-------110110
Total$2,067$1,179$-$-$501$-$3,747$14,694$18,441
Current year-to-date gross write-offs (1)$-$-$-$-$-$-$-$-$-
Residential real estate
Performing$52,954$55,531$64,393$162,816$109,639$161,232$606,565$113,536$720,101
Nonperforming---------
Nonaccrual-3807602,9792,0862,1028,3074358,742
Total$52,954$55,911$65,153$165,795$111,725$163,334$614,872$113,971$728,843
Current year-to-date gross write-offs (1)$-$-$17$4$30$1$52$-$52
Loans to Other Financial Institutions
Performing$2,483$-$-$-$-$-$2,483$-$2,483
Nonperforming---------
Nonaccrual---------
Total$2,483$-$-$-$-$-$2,483$-$2,483
Current year-to-date gross write-offs (1)$-$-$-$-$-$-$-$-$-
Total Retail Loans$62,671$61,266$70,374$172,115$115,574$165,675$647,675$129,420$777,095

(1)It is noted that write-offs in the tables above do not include checking account write-offs. Checking account write-offs during the first nine months of 2025 were $440,000 or an annualized $587,000 compared to $607,000 during the full year 2024.

The following tables reflect the amortized cost basis of loans as of December 31, 2024 based on year of origination (dollars in thousands):

Commercial: · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Term Loans Total · Revolving Loans · Grand Total
Agricultural
Pass$7,669$1,729$2,998$2,867$1,545$18,573$35,381$12,666$48,047
Special mention-----174174-174
Substandard---------
Doubtful---------
Loss---------
Total$7,669$1,729$2,998$2,867$1,545$18,747$35,555$12,666$48,221
Current year-to-date gross write-offs (1)$-$-$-$-$-$-$-$-$-
Commercial and Industrial
Pass$40,184$17,481$30,769$14,659$6,100$10,110$119,303$108,656$227,959
Special mention-841424174296-296
Substandard-----11-1
Doubtful---------
Loss---------
Total$40,184$17,481$30,853$14,673$6,124$10,285$119,600$108,656$228,256
Current year-to-date gross write-offs (1)$-$-$-$-$-$7$7$-$7
Commercial Real Estate
Pass$150,126$140,105$120,517$99,381$69,773$151,908$731,810$165,046$896,856
Special mention-----4,2744,274-4,274
Substandard---------
Doubtful---------
Loss---------
Total$150,126$140,105$120,517$99,381$69,773$156,182$736,084$165,046$901,130
Current year-to-date gross write-offs (1)$-$-$-$-$-$-$-$-$-
Total Commercial Loans$197,979$159,315$154,368$116,921$77,442$185,214$891,239$286,368$1,177,607
Retail: · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Term Loans Total · Revolving Loans · Grand Total
Consumer
Performing$6,489$6,636$8,427$4,240$1,632$1,283$28,707$697$29,404
Nonperforming---------
Nonaccrual-71---8-8
Total$6,489$6,643$8,428$4,240$1,632$1,283$28,715$697$29,412
Current year-to-date gross write-offs (1)$-$69$111$11$-$2$193$-$193
Construction real estate
Performing$1,436$451$-$522$-$-$2,409$14,404$16,813
Nonperforming---------
Nonaccrual-------229229
Total$1,436$451$-$522$-$-$2,409$14,633$17,042
Current year-to-date gross write-offs (1)$-$-$-$-$-$-$-$-$-
Residential real estate
Performing$40,095$43,531$54,379$25,350$13,717$45,051$222,123$56,111$278,234
Nonperforming---------
Nonaccrual632921,8647362781833,416513,467
Total$40,158$43,823$56,243$26,086$13,995$45,234$225,539$56,162$281,701
Current year-to-date gross write-offs (1)$-$23$-$1$-$6$30$-$30
Loans to Other Financial Institutions
Performing$39,878$-$-$-$-$-$39,878$-$39,878
Nonperforming---------
Nonaccrual---------
Total$39,878$-$-$-$-$-$39,878$-$39,878
Current year-to-date gross write-offs (1)$-$-$-$-$-$-$-$-$-
Total Retail Loans$87,961$50,917$64,671$30,848$15,627$46,517$296,541$71,492$368,033

(1)It is noted that write-offs in the tables above do not include checking account write-offs. Checking account write-offs were $607,000 during the full year 2024.

The following tables present the amortized cost basis of the loans modified to borrowers experiencing financial difficulty disaggregated by class of financing receivable and type of concession granted during the first nine months of 2025 and the full year 2024.

For the period ended:September 30, 2025
Term Extension
% of Total
Class of
(Dollars in thousands)AmortizedFinancing
Cost BasisReceivable
Commercial real estate$7610%
Residential real estate1310%
Total$892
For the period ended:December 31, 2024
Term Extension
% of Total
Class of
(Dollars in thousands)AmortizedFinancing
Cost BasisReceivable
Residential real estate$1210%
Total$121

The following table presents the financial effect by type of modification made to borrowers experiencing financial difficulty and class of financing receivable during the first nine months of 2025 and the full year 2024.

For the period ended:September 30, 2025
Term Extension
Commercial real estateReduced interest rate upon listing a property for sale
Residential real estateProvided with new payment schedule to catch up on past due balance
For the period ended:December 31, 2024
Term Extension
Residential real estateProvided with new five year payment plan based on bankruptcy

The following table presents the period-end amortized cost basis of financing receivables that had a payment default during the period and were modified in the 12 months before default to borrowers experiencing financial difficulty.

For the period ended:September 30, 2025
(Dollars in thousands) · Interest rate reduction · Term extension
Commercial real estate$761$-
Residential real estate-131
Total$761$131
For the period ended:December 31, 2024
(Dollars in thousands) · Interest rate reduction · Term extension
Residential real estate$-$121
Total$-$121

The following table presents the period-end amortized cost basis of loans that have been modified in the past 12 months to borrowers experiencing financial difficulty by payment status and class of financing receivable.

For the period ended:September 30, 2025
(Dollars in thousands) · Current · 30-89 days · Greater than 90 days · Total
Commercial real estate$-$-$761$761
Residential real estate131--131
Total$131$-$761$892
For the period ended:December 31, 2024
(Dollars in thousands) · Current · 30-89 days · Greater than 90 days · Total
Residential real estate$-$-$121$121
Total$-$-$121$121

Nonaccrual loans by loan category were as follows:

As of September 30, 2025
(Dollars in thousands) · Nonaccrual loans with no ACL · Total nonaccrual loans · Interest income recognized year to date on nonaccrual loans
Agricultural · $ · - · $ · - · $ · -
Commercial and industrial177,41226
Consumer-492
Construction real estate-1104
Commercial real estate7611,0779
Residential real estate1,2198,74379
Total nonaccrual loans$1,997$17,391$120
As of December 31, 2024
(Dollars in thousands)Nonaccrual loans with no ACLTotal nonaccrual loansInterest income recognized year to date on nonaccrual loans
Agricultural$-$-$-
Commercial and industrial---
Consumer-81
Construction real estate-2299
Commercial real estate---
Residential real estate8063,46771
Total nonaccrual loans$806$3,704$81

An aging analysis of loans by loan category follows:

Loans · Loans
Loans · Loans · Past Due · 90 Days
Past Due · Past Due · Greater · Past
(Dollars in thousands) · 30 to 59 · 60 to 89 · Than 90 · Loans Not · Total · Due and
Days (1) · Days (1) · Days (1) · Total (1) · Past Due · Loans · Accruing
Agricultural$-$-$-$-$51,183$51,183$-
Commercial and industrial1,029-5,5916,620346,256352,876-
Consumer3394513227,19627,328-
Commercial real estate7,982-1,0779,0591,719,7151,728,774-
Construction real estate--11011018,33118,441-
Residential real estate6,0881353,77810,001718,842728,843-
Loans to Other Financial Institutions----2,4832,483-
$15,132$229$10,561$25,922$2,884,006$2,909,928$-

(1)Includes nonaccrual loans.

Loans · Loans
Loans · Loans · Past Due · 90 Days
Past Due · Past Due · Greater · Past
(Dollars in thousands) · 30 to 59 · 60 to 89 · Than 90 · Loans Not · Total · Due and
Days (1) · Days (1) · Days (1) · Total (1) · Past Due · Loans · Accruing
Agricultural$-$-$-$-$48,221$48,221$-
Commercial and industrial-49-49228,207228,256-
Consumer5287714629,26629,412-
Commercial real estate23--23901,107901,130-
Construction real estate694-22992316,11917,042-
Residential real estate4,8667651,8507,481274,220281,701-
Loans to Other Financial Institutions----39,87839,878-
$5,635$901$2,086$8,622$1,537,018$1,545,640$-

(1)Includes nonaccrual loans.

NOTE 4 – EARNINGS PER SHARE

Earnings per share are based on the weighted average number of shares outstanding during the period. A computation of basic earnings per share and diluted earnings per share follows:

Three Months Ended · Nine Months Ended
(Dollars in thousands, except share data)September 30,September 30,
2025202420252024
Basic
Net (loss) income$14,681$7,348$14,309$19,568
Weighted average common shares outstanding15,014,9338,567,54813,579,2497,898,938
Basic (loss) earnings per common shares$0.98$0.86$1.05$2.48
Diluted
Net (loss) income$14,681$7,348$14,309$19,568
Weighted average common shares outstanding15,014,9338,567,54813,579,2497,898,938
Plus dilutive stock options and restricted stock units46,22248,26946,53845,227
Weighted average common shares outstanding and potentially dilutive shares15,061,1558,615,81713,625,7877,944,165
Diluted (loss) earnings per common share$0.97$0.85$1.05$2.46

There wereno stock options that were considered anti-dilutive to earnings per share for the three and nine months ended September 30, 2025. There wereno stock options that were considered anti-dilutive to earnings per share for the three months ended September 30, 2024 and 3,000 stock options that were considered anti-dilutive to earnings per share for the nine months ended September 30, 2024. There were 1,729 and 1,686 performance awards that were considered anti-dilutive to earnings for the three and nine months ended September 30, 2025, respectively.

Note 5 – Financial Instruments

Financial instruments as of the dates indicated were as follows:

Quoted Prices
In Active · Significant
Markets for · Other · Significant
Identical · Observable · Unobservable
(Dollars in thousands) · Carrying · Estimated · Assets · Inputs · Inputs
Amount · Fair Value · (Level 1) · (Level 2) · (Level 3)
Assets
Cash and cash equivalents$98,978$98,978$98,978$-$-
Equity securities at fair value9,5059,5055,713-3,792
Securities available for sale544,023544,02388,386455,637-
Securities held to maturity388,517347,997-331,56516,432
Federal Home Loan Bank and Federal
Reserve Bank stock31,11631,116-31,116-
Loans held for sale6,3236,513-6,513-
Loans, net2,875,1742,829,132--2,829,132
Accrued interest receivable16,21916,219-16,219-
Interest rate lock commitments247247-247-
Interest rate derivative contracts6,7566,756-6,756-
Interest rate swaps1,7701,770-1,770-
Liabilities
Noninterest-bearing deposits903,925903,925903,925--
Total interest-bearing deposits2,590,4342,589,395-2,589,395-
Brokered deposits72,67272,827-72,827-
Borrowings197,752198,068-198,068-
Subordinated debentures48,36846,486-46,486-
Accrued interest payable1,9821,982-1,982-
Interest rate derivative contracts-----
Interest rate swaps1,7831,783-1,783-
Assets
Cash and cash equivalents$96,751$96,751$96,751$-$-
Equity securities at fair value7,7827,7824,838-2,944
Securities available for sale479,117479,11780,502398,615-
Securities held to maturity394,534339,048-324,59114,457
Federal Home Loan Bank and Federal
Reserve Bank stock14,69014,690-14,690-
Loans held for sale7,2887,507-7,507-
Loans, net1,529,0881,496,704--1,496,704
Accrued interest receivable10,37610,376-10,376-
Interest rate lock commitments9595-95-
Interest rate derivative contracts23,64923,649-23,649-
Interest rate swaps686686-686-
Liabilities
Noninterest-bearing deposits524,945524,945524,945--
Total interest-bearing deposits1,652,6471,652,169-1,652,169-
Brokered deposits36,51136,508-36,508-
Borrowings175,000175,139-175,139-
Subordinated debentures35,75232,895-32,895-
Accrued interest payable1,6941,694-1,694-
Interest rate swaps686686-686-

NOTE 6 – FAIR VALUE MEASUREMENTS

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024, and the valuation techniques used by the Company to determine those fair values.

In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

Disclosures concerning assets and liabilities measured at fair value are as follows:

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Quoted Prices
In Active · Significant
Markets for · Other · Significant
Identical · Observable · Unobservable · Balance
(Dollars in thousands) · Assets · Inputs · Inputs · at Date
(Level 1) · (Level 2) · (Level 3) · Indicated
Equity securities$5,713$-$3,792$9,505
U.S. Treasury notes and bonds$88,386$-$-$88,386
State and municipal-224,157-224,157
Mortgage-backed-222,461-222,461
Corporate-217-217
Asset-backed securities-8,802-8,802
Total$88,386$455,637$-$544,023
Interest rate derivative contracts - assets$-$6,756$-$6,756
Interest rate derivative contracts - liabilities$-$-$-$-
Interest rate swaps - assets$-$1,770$-$1,770
Interest rate swaps - liabilities$-$1,783$-$1,783
Equity securities$4,838$-$2,944$7,782
U. S. Treasury notes and bonds$80,502$-$-$80,502
State and municipal-228,236-228,236
Mortgage-backed-160,970-160,970
Corporate-212-212
Asset-backed securities-9,197-9,197
Total$80,502$398,615$-$479,117
Interest rate derivative contracts - assets$-$23,649$-$23,649
Interest rate derivative contracts - liabilities$-$-$-$-
Interest rate swaps - assets$-$686$-$686
Interest rate swaps - liabilities$-$686$-$686

Securities classified as available for sale are generally reported at fair value utilizing Level 2 inputs. ChoiceOne’s external investment advisor obtained fair value measurements from an independent pricing service that uses matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities' relationship to other benchmark quoted securities (Level 2 inputs). The fair value measurements considered observable data that may include dealer quotes, market spreads, cash flows and the bonds' terms and conditions, among other things. Securities classified in Level 2 included U.S. Government and federal agency securities, state and municipal securities, mortgage-backed securities, corporate bonds, and asset backed securities. The Company classified certain state and municipal securities and corporate bonds as Level 3. Based on the lack of observable market data, estimated fair values were based on the observable data available and reasonable unobservable market data.

The Company classified certain equity securities as Level 3. Based on the lack of observable market data, estimated fair values were based on the observable data available and reasonable unobservable market data.

Derivative instruments and interest rate swaps are generally reported at fair value using Level 2 inputs. The estimated fair value is determined by calculating the present value of expected future cashflows, based on market observable inputs.

Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis

Nine Months Ended
(Dollars in thousands)September 30,
20252024
Equity Securities Held at Fair Value
Balance, January 1$2,944$2,756
Total realized and unrealized gains (losses) included in noninterest income28971
Net purchases, sales, calls, and maturities55970
Net transfers into Level 3--
Balance, September 30,$3,792$2,897
Amount of total losses for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets and liabilities still held at September 30,$11$36

Of the Level 3 assets that were held by the Company at September 30, 2025, the net unrealized gain as of September 30, 2025 was $606,000, compared to $283,000 as of September 30, 2024. The change in the net unrealized gain or loss is recognized in noninterest income or other comprehensive income in the consolidated balance sheets and income statements. Amounts recognized in noninterest income relate to changes in equity securities. A total of $883,000 and $70,000 of Level 3 securities were purchased during the nine months ended 2025 and 2024, respectively.

Both observable and unobservable inputs may be used to determine the fair value of positions classified as Level 3 assets and liabilities. As a result, the unrealized gains and losses for these assets and liabilities presented in the tables above may include changes in fair value that were attributable to both observable and unobservable inputs.

The Company also has assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. These assets are not normally measured at fair value, but can be subject to fair value adjustments in certain circumstances, such as impairment. Disclosures concerning assets measured at fair value on a non-recurring basis are as follows:

Assets Measured at Fair Value on a Non-recurring Basis

Quoted Prices
In Active · Significant
Markets for · Other · Significant
Balances at · Identical · Observable · Unobservable
(Dollars in thousands) · Dates · Assets · Inputs · Inputs
Indicated · (Level 1) · (Level 2) · (Level 3)
Collateral Dependent Loans
September 30, 2025$1,007$-$-$1,007
December 31, 2024$1,887$-$-$1,887
Other Real Estate
September 30, 2025$2,575$-$-$2,575
December 31, 2024$473$-$-$473

Collateral dependent loans classified as Level 3 are loans for which the repayment is expected to be provided substantially through the sale or operation of the collateral when the borrower is experiencing financial difficulty. The fair value of the collateral should be adjusted for estimated costs to sell if the repayment depends on the sale of the collateral. The net carrying amount of the loan should not exceed the fair value of the collateral (less costs to sell, if applicable). The fair value of other real estate owned was based on appraisals or other reviews of property values, adjusted for estimated costs to sell.

NOTE 7 – REVENUE FROM CONTRACTS WITH CUSTOMERS

ChoiceOne has a variety of sources of revenue, which include interest and fees from customers as well as revenue from non-customers. ASC Topic 606, Revenue from Contracts with Customers, covers certain sources of revenue that are classified within noninterest income in the Consolidated Statements of Income. Sources of revenue that are included in the scope of ASC Topic 606 include service charges and fees on deposit accounts, interchange income, investment asset management income and transaction-based revenue, and other charges and fees for customer services.

Customer service charges

Revenue includes charges and fees to provide account maintenance, overdraft services, wire transfers, funds transfer, and other deposit-related services. Account maintenance fees such as monthly service charges are recognized over the period of time that the service is provided. Transaction fees such as wire transfer charges are recognized when the service is provided to the customer.

Interchange income

Revenue includes debit card interchange and network revenues. This revenue is earned on debit card transactions that are conducted through payment networks. The revenue is recorded as services are delivered and is presented net of interchange expenses.

Insurance and investment commission income

Revenue includes fees from the investment management advisory services and revenue is recognized when services are rendered. Revenue also includes commissions received from the placement of brokerage transactions for purchase or sale of stocks or other investments and commission income is recognized when the transaction has been completed. The Company earns commissions from the sale of life insurance and credit life insurance products. Revenue is recognized at the time the policy is sold, as the Company’s performance obligation is satisfied upon completion of the sale.

Trust fee income

Revenue includes fees from the management of trust assets and from other related advisory services. Revenue is recognized when services are rendered.

Following is noninterest income separated by revenue within the scope of ASC 606 and revenue within the scope of other GAAP topics:

Three Months Ended · Nine Months Ended
September 30,September 30,
(Dollars in thousands)2025202420252024
Customer service charges$1,729$1,249$4,311$3,537
Interchange income2,1331,5245,7254,303
Insurance and investment commissions4851841,320572
Trust fee income7342321,836665
Other charges and fees for customer services204162563409
Noninterest income from contracts with customerswithin the scope of ASC 6065,2853,35113,7559,486
Noninterest income within the scope of other GAAP topics1,8591,5164,8143,515
Total noninterest income$7,144$4,867$18,569$13,001

NOTE 8 – DERIVATIVE AND HEDGING ACTIVITIES

ChoiceOne is exposed to certain risks relating to its ongoing business operations. ChoiceOne utilizes interest rate derivatives as part of its asset liability management strategy to help manage its interest rate risk position. Derivative instruments represent contracts between parties that result in one party delivering cash to the other party based on a notional amount and an underlying term (such as a rate, security price or price index) as specified in the contract. The amount of cash delivered from one party to the other is determined based on the interaction of the notional amount of the contract with the underlying term. Derivatives are also implicit in certain contracts and commitments.

ChoiceOne recognizes derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. ChoiceOne records derivative assets and derivative liabilities on the balance sheet within other assets and other liabilities, respectively. Changes in the fair value of derivative financial instruments are either recognized in income or in shareholders’ equity as a component of accumulated other comprehensive income or loss depending on whether the derivative financial instrument qualifies for hedge accounting and, if so, whether it qualifies as a fair value hedge or cash flow hedge.

Interest rate swaps

ChoiceOne uses interest rate swaps as part of its interest rate risk management strategy to add stability to net interest income and to manage its exposure to interest rate movements. Interest rate swaps designated as hedges involve the receipt of variable-rate amounts from a counterparty in exchange for ChoiceOne making fixed-rate payments or the receipt of fixed-rate amounts from a counterparty in exchange for ChoiceOne making variable rate payments, over the life of the agreements without the exchange of the underlying notional amount.

In the second quarter of 2022, ChoiceOne entered intotwo pay-floating/receive-fixed interest rate swaps (the “Pay Floating Swap Agreements”) for a total notional amount of $200.0 million that were designated as cash flow hedges. These derivatives hedge the variable cash flows of specifically identified available-for-sale securities, cash and loans. The Pay Floating Swap Agreements were determined to be highly effective during the periods presented and therefore no amount of ineffectiveness has been included in net income. The Pay Floating Swap Agreements pay a coupon rate equal to SOFR while receiving a fixed coupon rate of 2.41%. In March 2023, ChoiceOne terminated all Pay Floating Swap Agreements for a cash payment of $4.2 million. The loss was amortized into interest income over 13 months, which was the remaining period of the swap agreements. By April of 2024, the loss was fully amortized, reducing interest income by $1.1 million for the year ended December 31, 2024.

In the second quarter of 2022, ChoiceOne entered intoone forward starting pay-fixed/receive-floating interest rate swap (the “Pay Fixed Swap Agreement”) for a notional amount of $200.0 million that was designated as a cash flow hedge. This derivative hedges the risk of variability in cash flows attributable to forecasted payments on future deposits or floating rate borrowings indexed to the SOFR Rate. The Pay Fixed Swap Agreement is two years forward starting with aneight-year term set to expire in 2032. The Pay Fixed Swap Agreement will pay a fixed coupon rate of 2.75% while receiving the SOFR Rate, which began in April 2024. On February 6, 2025, ChoiceOne sold $50 million of the Pay Fixed Swap Agreement. This transaction resulted in a gain of approximately $3.6 million, which will be recognized through interest expense over the 7 years remaining on the life of the swap. Net settlements on the Pay Fixed Swap Agreement were $608,000 and $1.9 million for the three and nine months ended September 30, 2025 compared to $1.3 million and $2.3 million for the three and nine months ended September 30, 2024, which reduced interest expense. Interest expense was further reduced by $126,000 and $337,000 during the three and nine months ended September 30, 2025, respectively, due to accretion from the gain on the sale of $50 million of the Pay Fixed Swap Agreement.

In the fourth quarter of 2022, ChoiceOne entered into four pay-fixed/receive-floating interest rate swaps for a total notional amount of $201.0 million that were designated as fair value hedges. These derivatives hedge the risk of changes in fair value of certain available for sale securities for changes in the SOFR benchmark interest rate component of the fixed rate bonds. Allfour of these hedges were effective immediately on December 22, 2022. Of the total notional value, $101.9 million has aten-year term set to expire in 2032, with the benchmark SOFR interest rate risk component of the fixed rate bonds equal to 3.390%. Of the total notional value, $50.0 million has anine-year term set to expire in 2031, with the benchmark SOFR interest rate risk component of the fixed rate bonds equal to 3.4015%. The remaining notional value of $49.1 million has anine-year term set to expire in 2031, with the benchmark SOFR interest rate risk component of the fixed rate bond equal to 3.4030%. ChoiceOne adopted ASC 2022-01, as of December 20, 2022, to use the portfolio layer method. The fair value basis adjustment associated with available-for-sale fixed rate bonds initially results in an adjustment to AOCI. For available-for-sale securities subject to fair value hedge accounting, the changes in the fair value of the fixed rate bonds related to the hedged risk (the benchmark interest rate component and the partial term) are then reclassed from AOCI to current earnings offsetting the fair value measurement change of the interest rate swap, which is also recorded in current earnings. Net cash settlements are received/paid semi-annually, with the first starting in March 2023, and are included in interest income.

In the third quarter of 2025, ChoiceOne entered into $30.4 million in amortizing pay fix swaps to hedge interest rate risk on approximately $40.6 million of newly purchased agency mortgage backed securities. The swaps are designated as a fair value hedge and will amortize with the expected cash flow of the bonds and hold a coupon of 3.52% and a contractual term ending in 2040. A fair value basis adjustment associated with available-for-sale agency mortgage backed securities initially results in an adjustment to AOCI. For available-for-sale securities subject to fair value hedge accounting, the changes in the fair value of theagency mortgage backed securities related to the hedged risk (the benchmark interest rate component) are then reclassed from AOCI to current earnings offsetting the fair value measurement change of the interest rate swap, which is also recorded in current earnings. Net cash settlements are received/paid monthly, with the first starting in October 2025, and will be included in interest income.

Settlements on thefour pay-fixed/receive-floating interest rate swaps for a total notional amount of $201.0 million and the$30.4 million in amortizing pay fix swaps amounted to $510,000 and $1.5 million for the three and nine months ended September 30, 2025 compared to $1.0 million and $3.0 million during the same periods in 2024.

In total, as of September 30, 2025, ChoiceOne held pay-fixed interest rate swaps with a total notional value of $381.3 million, a weighted average coupon of 3.15%, a fair value of $6.8 million and an average remaining contract length of 7.2 years. On December 31, 2024, ChoiceOne held pay-fixed interest rate swaps with a total notional value of $401.0 million, a weighted average coupon of 3.07%, a fair value of $23.6 million and an average remaining contract length of 7.4 years. In total, income from the effect of swaps amounted to $1.3 million and $3.8 million for the three and nine months ended September 30, 2025 compared to $2.5 million and $4.3 million for the three and nine months ended September 30, 2024, which were included in interest income and interest expense.

The table below presents the fair value of derivative financial instruments as well as the classification within the consolidated statements of financial condition:

September 30, 2025 · December 31, 2024
(Dollars in thousands) · Balance Sheet Location · Fair Value · Balance Sheet Location · Fair Value
Derivatives designated as hedging instruments
Interest rate contractsOther Assets$6,756Other Assets$23,649
Interest rate contractsOther Liabilities$-Other Liabilities$-

The table below presents the effect of fair value and cash flow hedge accounting on the consolidated statements of operations for the periods presented:

Location and Amount of Gain or (Loss) · Location and Amount of Gain or (Loss)
Recognized in Income on Fair Value and Cash Flow Hedging Relationships · Recognized in Income on Fair Value and Cash Flow Hedging Relationships
Three months ended September 30, 2025 · Three months ended September 30, 2024 · Nine months ended September 30, 2025 · Nine months ended September 30, 2024
(Dollars in thousands) · Interest Income · Interest Expense · Interest Income · Interest Expense · Interest Income · Interest Expense · Interest Income · Interest Expense
Total amounts of income and expense line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded$553$734$1,180$1,327$1,639$2,207$2,038$2,301
Gain or (loss) on fair value hedging relationships:
Interest rate contracts:
Hedged items$578$-$9,827$-$7,274$-$2,841$-
Derivatives designated as hedging instruments$(535)$-$(9,665)$-$(7,124)$-$(2,720)$-
Amount excluded from effectiveness testing recognized in earnings based on amortization approach$-$-$-$-$-$-$-$-
Gain or (loss) on cash flow hedging relationships:
Interest rate contracts:
Amount of gain or (loss) reclassified from accumulated other comprehensive income into income$-$126$-$-$-$337$(1,092)$-
Amount excluded from effectiveness testing recognized in earnings based on amortization approach$-$-$-$-$-$-$-$-

The table below presents the cumulative basis adjustments on hedged items designated as fair value hedges and the related amortized cost of those items as of the periods presented:

Cumulative amount of Fair
(Dollars in thousands) · Value Hedging Adjustment
Line Item in the Statement of · included in the carrying
Financial Position in which theAmortized cost of theamount of the Hedged
Hedged Item is includedHedged Assets/(Liabilities)Assets/(Liabilities)
Securities available for sale$258,247$(327)

Back to Back Loan Swaps

Derivatives not designated as hedges are not speculative and result from a service provided to certain commercial loan borrowers. ChoiceOne executes interest rate swaps with commercial banking customers desiring longer-term fixed rate loans, while simultaneously entering into interest rate swaps with a correspondent bank to offset the impact of the interest rate swaps with the commercial banking customers. This is known as a back to back loan swap agreement. The net result is the desired floating rate loan and a minimization of the risk exposure of the interest rate swap transactions. Under this arrangement the Bank has freestanding interest rate swaps, each of which is carried at fair value. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the commercial banking customer interest rate swaps and the offsetting interest rate swaps with the correspondent bank are recognized directly to earnings. As the terms mirror each other, there is no income statement impact to the Bank.

The table below presents the notional and fair value of these derivative instruments as of September 30, 2025 and December 31, 2024:

(Dollars in thousands)Notional AmountBalance Sheet LocationFair Value
Derivative assets
Interest rate swaps$84,986Other Assets$1,770
Derivative liabilities
Interest rate swaps$84,986Other Liabilities$1,783
(Dollars in thousands)Notional AmountBalance Sheet LocationFair Value
Derivative assets
Interest rate swaps$56,526Other Assets$686
Derivative liabilities
Interest rate swaps$56,526Other Liabilities$686

The fair value of interest rate swaps in a net liability position, which includes accrued interest was $1.8 million and $686,000 as of September 30, 2025 and December 31, 2024, respectively. ChoiceOne has a master netting agreement with the correspondent bank and has the right to offset; however, ChoiceOne has elected to present the assets and liabilities gross. ChoiceOne is required to pledge collateral to the correspondent bank equal to or in excess of the net liability position. ChoiceOne's derivative liability with the correspondent banks was $1.8 million and $686,000 at September 30, 2025 and December 31, 2024, respectively. Cash pledged as collateral to the correspondent bank was $2.5 million and $0 at September 30, 2025 and December 31, 2024, respectively.

Interest rate swaps entered into with commercial loan customers had notional amounts aggregating $85.0 million as of September 30, 2025 and $56.5 million at December 31, 2024. Associated credit exposure is generally mitigated by securing the interest rate swaps with the underlying collateral of the loan instrument that has been hedged.

NOTE 9 – Borrowings

The following represents the contractual maturities of Federal Home Loan Bank Advances:

(Dollars in thousands) · September 30, 2025 · December 31, 2024
Maturity of January 2025 with fixed interest rate of 4.48%$-$135,000
Maturity of July 2025 with fixed interest rate of 4.88%-20,000
Maturity of October 2025 with fixed interest rate of 4.51%20,000
Maturity of October 2025 with fixed interest rate of 4.29%118,000
Maturity of December 2025 with fixed interest rate of 4.11%10,000
Maturity of January 2026 with fixed interest rate of 4.35%10,00010,000
Maturity of December 2026 with fixed interest rate of 3.88%10,000
Maturity of December 2026 with fixed interest rate of 4.20%10,00010,000
Maturity of December 2027 with fixed interest rate of 3.76%20,000
Total contractual advances outstanding at period end$198,000$175,000

Advances from the FHLB were secured by residential real estate loans with a carrying value of approximately $610.1 million at September 30, 2025. Based on this collateral, the Bank was eligible to borrow an additional $212.4 million at September 30, 2025. Advances from the FHLB were secured by residential real estate loans with a carrying value of approximately $204.4 million and securities with a carrying value of approximately $265.5 million at December 31, 2024.

Advances from the Federal Reserve Bank were secured by securities with a carrying value of approximately $349.4 million and loans with a carrying value of approximately $841.1 million at September 30, 2025. Based on this collateral, the Bank was eligible to borrow an additional $975.1 millionat September 30, 2025. As of September 30, 2025, ChoiceOne had no borrowings from the Federal Reserve Bank. As of December 31, 2024, advances from the Federal Reserve Bank were secured by securities with a carrying value of approximately$349.9 million and loans with a carrying value of approximately $460.6 million. As of December 31, 2024, ChoiceOne had no borrowings from the Federal Reserve Bank.

In June 2021, ChoiceOne obtained a $20 million line of credit with an annual renewal. The line carries a floating rate of prime rate with afloor of 3.25% and a rate of 7.25% at September 30, 2025. The credit agreement includes certain financial covenants, including minimum capital ratios, asset quality ratios, and the requirements of achieving certain profitability thresholds. ChoiceOne was in compliance with all covenants as of September 30, 2025. The available line of credit balance was $3.7 million at June 30, 2025. The line of credit hadno outstanding balance at September 30, 2025.

ChoiceOne acquired trust preferred securities in the merger with Fentura. Fentura Capital Trust I sold 12,000 Cumulative Preferred Securities at $1,000 per security in a December 2003 offering. The proceeds from the sale of the trust preferred securities were used by the Fentura Capital Trust I to purchase an equivalent amount of subordinated debentures from Fentura. The trust preferred securities and subordinated debentures carry a floating rate of 3.00% over the 3-month SOFR and the rate was 7.30% at September 30, 2025. The stated maturity is December 15, 2033. Total trust preferred securities at September 30, 2025 were $10.8 million consisting of $12.0 million in trust preferred securities less $1.2 million in merger fair value adjustments, which is being amortized over the next 8 years. The trust preferred securities are redeemable at par value on any interest payment date and are, in effect, guaranteed by ChoiceOne. Interest on the subordinated debentures is payable quarterly on March 15, June 15, September 15 and December 15. ChoiceOne is not considered the primary beneficiary of the Fentura Capital Trust I, and the Fentura Capital Trust I is not consolidated in the consolidated financial statements. Rather, the subordinated debentures are shown as a liability, and the interest expense is recorded in the consolidated statement of income.

The Fentura Capital Trust II sold 2,000 Cumulative Preferred Securities at $1,000 per security in an August 2005 offering. The proceeds from the sale of the trust preferred securities were used by the Fentura Capital Trust II to purchase an equivalent amount of subordinated debentures from Fentura. The trust preferred securities and subordinated debentures carry a floating rate of 1.86% over the 3-month SOFR and the rate was 6.06% at September 30, 2025. The stated maturity is November 23, 2035. Total trust preferred securities at September 30, 2025 were $1.6 million consisting of $2.0 million in trust preferred securities less $403,000 in merger fair value adjustments, which is being amortized over the next 10 years. The trust preferred securities are redeemable at par value on any interest payment date and are, in effect, guaranteed by ChoiceOne. Interest on the subordinated debentures is payable quarterly on February 23, May 23, August 23 and November 23. ChoiceOne is not considered the primary beneficiary of the Fentura Capital Trust II, and the Fentura Capital Trust II is not consolidated in the consolidated financial statements. Rather, the subordinated debentures are shown as a liability, and the interest expense is recorded in the consolidated statement of income.

Note 10 – Segment Reporting

Segment Reporting

ChoiceOne operates inone reportable segment, which is commercial banking. ChoiceOne provides a full range of financial services to individual and business customers through its network of branches and ATMs. ChoiceOne’s products and services include deposit accounts, loans, mortgage banking, and other financial services.

At ChoiceOne, the Chief Operating Decision Maker (CODM) is the Chief Executive Officer. The CODM evaluates key metrics, such as consolidated net income and its major components, to develop strategies and allocate resources effectively. This analysis involves receiving comprehensive financial information on a consolidated basis, which includes actual and budgeted data, credit quality metrics, net income, earnings per share, loan originations, deposit growth, total non-interest income, and non-interest expense.

Entity-Wide Disclosures

Products and Services: ChoiceOne's revenues are derived from a variety of financial products and services, including interest income from loans and investments, fees from deposit accounts, and income from mortgage banking activities.

Geographic Areas: ChoiceOne operates primarily in the state of Michigan, with a significant portion of its revenues generated from customers located in Michigan. ChoiceOne does not have any operations outside of the United States.

Major Customers: ChoiceOne does not have any single customer that accounts for 10% or more of its total revenues.

Reconciliations: The following table reconciles ChoiceOne's total revenues, profit or loss, and assets to the consolidated financial statements:

Nine months ended September 30,
(Dollars in thousands)20252024
Total Revenues$167,151$103,067
Net (loss) Income$14,309$19,568
Total Assets$4,296,902$2,723,243

NOTE 11 – BUSINESS COMBINATION

On March 1, 2025, ChoiceOne completed the Merger, in an all stock transaction, of Fentura, the former parent company of The State Bank, with and into ChoiceOne, with ChoiceOne surviving the Merger. The primary reason for the Merger was to expand ChoiceOne's market presence and enhance its financial strength by integrating Fentura's substantial customer base. On March 14, 2025, ChoiceOne Bank completed the consolidation of The State Bank with and into ChoiceOne Bank, with ChoiceOne Bank surviving the consolidation. Fentura had 20 branch offices andone loan production office as of the date of the Merger. Total assets acquired in the Merger were approximately $1.8 billion, including total loans of approximately $1.4 billion. Total deposits acquired in the Merger, the majority of which were core deposits, totaled approximately $1.4 billion. The impact of the Merger has been included in ChoiceOne’s results of operations since March 1, 2025. As consideration in the Merger, ChoiceOne issued 6,070,836 shares of ChoiceOne common stock with an approximate total value of $193.0 million. Transaction costs incurred after the merger date were primarily in salaries and employee benefits and legal and consulting fees in the Consolidated Statements of Operations, as well as a $12.0 million provision for credit losses. The initial accounting for the business combination has been determined provisionally for the fair value of certain assets and liabilities, including loans, core deposit intangible, and deferred taxes. Management expects to finalize calculations supporting the fair value of these assets and liabilities during the measurement period.

The table below presents the allocation of purchase price for the Merger with Fentura (dollars in thousands):

Purchase Price
Consideration$192,992
Net assets acquired:
Cash and cash equivalents173,082
Securities available for sale90,696
Federal Home Loan Bank and Federal Reserve Bank stock9,179
Originated loans1,376,721
Premises and equipment16,664
Other real estate owned1,735
Intangible assets34,737
Other assets48,815
Total assets1,751,629
Non-interest bearing deposits404,497
Interest bearing deposits1,027,384
Total deposits1,431,881
Borrowing169,786
Subordinated debentures12,344
Other liabilities11,410
Total liabilities1,625,421
Net assets acquired126,208
Goodwill$66,784

The following pro forma presentation of net income (loss) for the three- and nine month periods ended September 30, 2025, gives effect to completion of the Merger as if it had occurred on January 1, 2024. This pro forma presentation excludes the impact of after-tax merger-related expenses totaling $0 and $13.9 million for the three- and nine-month periods ended September 30, 2025, respectively, as well as a non-recurring provision for credit losses on acquired loans of $9.5 million and includes these expenses for the nine month period ended September 30, 2024.

Additional adjustments include estimated accretion of fair value marks on acquired loans, which increased net interest income by $1.6 million in 2025 and by $2.4 million and $4.8 million for the three- and nine-month periods ended September 30, 2024, respectively. Net income (loss) was further adjusted to reflect the after-tax impact of incremental interest income and intangible amortization, resulting in after-tax adjustments of $433,000 in 2025 and $649,000 and $1.9 million for the three- and nine month periods ended September 30, 2024, respectively.

Three Months Ended · Nine Months Ended
September 30,September 30,
(Dollars in thousands)2025202420252024
Net interest income plus other income$44,741$41,717$130,132$118,228
Net income (loss)$16,681$8,231$40,841$3,172

The pro forma information is theoretical in nature and not necessarily indicative of future consolidated results of operations of the Company or the consolidated results of operations which would have resulted had ChoiceOne acquired Fentura during the periods presented.

ChoiceOne has determined that it is impractical to report the amounts of revenue and earnings of legacy Fentura since the Merger date due to the integration of operations shortly after the merger date. Accordingly, reliable and separate complete revenue and earnings information is no longer available. In addition, such amounts would require significant estimates related to the proper allocation of Merger cost savings that cannot be objectively made.

ContentsView on SEC.gov

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