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EAGLE FINANCIAL SERVICES INC

For the period ended Sep 30, 2025. Filed Nov 13, 2025.

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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 13, 2025

EFSI$45.71+0.8%Stored close · as of Nov 6, 2026

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Notes to Consolidated Financial Statements

Notes to Consolidated Finan cial Statements (Unaudited)

September 30, 2025

NOTE 1. General

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position at September 30, 2025 and December 31, 2024, the results of operations and the changes in shareholders' equity for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

Eagle Financial Services, Inc. (the "Company") owns 100% of Bank of Clarke (the “Bank”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions between the Company and the Bank have been eliminated.

Certain amounts in the consolidated financial statements have been reclassified to conform to current year presentations. None of the reclassifications were of a material nature and they had no effect on prior year net income or shareholders' equity.

Application of the principles of GAAP and practices within the banking industry require management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statement; accordingly, as this information changes, the financial statements may reflect different estimates, assumptions, and judgments. Certain policies inherently rely more extensively on the use of estimates, assumptions, and judgments and as such may have a greater possibility of producing results that could be materially different than originally reported. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance of credit losses on loans.

The Company's significant accounting policies followed in preparation of the unaudited consolidated financial statements are disclosed in Note 1 of the Company's 2024 Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2024.

NOTE 2. Stock-Based Compensation Plan

On May 16, 2023, the Company’s shareholders approved the 2023 Stock Incentive Plan which allows key employees and directors to increase their personal financial interest in the Company. The 2023 plan permits the issuance of incentive stock options and non-qualified stock options and the award of common stock, restricted stock, and stock units. The plan authorizes the issuance of up to 250,000 shares of common stock. The 2023 Stock Incentive Plan replaced the 2014 Stock Incentive Plan.

The Company periodically grants restricted stock to its directors, executive officers and certain non-executive officers. Restricted stock provides grantees with rights to shares of common stock upon completion of a service period or achievement of Company performance measures. During the restricted period, all shares are considered outstanding and dividends are paid to the grantee. Outside directors are periodically granted restricted shares which vest over a period ofone year. Executive officers have been granted restricted shares which vest over athree year service period and restricted shares which cliff vest based on meeting performance measures over athree year period. Certain non-executive officers also have been granted restricted shares which vest over athree year service period. The Company recognizes compensation expense over the restricted period based on the fair value of the Company's stock on the grant date. The Company's policy is to recognize forfeitures as they occur. As of September 30, 2025, there was $1.1 million of unrecognized compensation cost related to nonvested restricted stock, with a weighted average remaining term of 1.87 years.

The following table presents restricted stock activity for thenine months ended September 30, 2025 and 2024:

Nine Months Ended
September 30,
20252024
SharesWeightedAverageGrant DateFair ValueSharesWeightedAverageGrant DateFair Value
Nonvested, beginning of period64,043$32.0256,914$35.06
Granted39,54536.4041,94030.00
Vested(30,606)33.02(29,426)34.40
Forfeited(875)35.95(5,385)35.38
Nonvested, end of period72,107$33.9564,043$32.02

NOTE 3. Earnings Per Common Share

Basic earnings per share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Nonvested restricted shares are included in the weighted average number of common shares used to compute basic earnings per share because of dividend participation and voting rights. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. The number of potential common shares is determined using the treasury method.

The following table shows the weighted average number of shares used in computing earnings per share for thethree and nine months ended September 30, 2025 and 2024. During 2025 and 2024, there wereno potentially dilutive securities outstanding.

Three Months Ended · Nine Months Ended
September 30,September 30,
2025202420252024
Average number of common shares outstanding used to calculate basic and diluted earnings per share5,376,3463,552,0265,111,8973,555,376

NOTE 4. Securities

Amortized costs and fair values of securities available for sale at September 30, 2025 and December 31, 2024 were as follows:

AmortizedCostGrossUnrealizedGainsGrossUnrealized(Losses)Fair Value
(in thousands)
Obligations of U.S. government corporations and agencies$7,571$24$(21)$7,574
U.S. treasury securities9,9999—10,008
Mortgage-backed securities83,800414(7,051)77,163
Collateralized mortgage obligations22,83455(100)22,789
Subordinated debt4,2508(413)3,845
$128,454$510$(7,585)$121,379
(in thousands)
Obligations of U.S. government corporations and agencies$8,198$—$(530)$7,668
Mortgage-backed securities127,061—(22,094)104,967
Obligations of states and political subdivisions4,920—(275)4,645
Subordinated debt4,750—(700)4,050
$144,929$—$(23,599)$121,330

The Company has elected to exclude accrued interest receivable, totaling $545 thousand at September 30, 2025, from the amortized cost basis of securities. The deferred tax asset on the securities portfolio at September 30, 2025 and December 31, 2024 was $1.5 million and $5.0 million, respectively, and is included in Other Assets in the Consolidated Balance Sheets.

In March 2025, balance sheet repositioning transactions were executed. The Bank sold available for sale securities with an amortized cost balance of $99.2 million and reinvested $66.0 million into purchases of available for sale securities. The sale of securities resulted in a net realized pre-tax loss of $12.4 million recognized during nine months ended September 30, 2025. There were no sales of available for sale securities during the three months ended September 30, 2025 or the three and nine months ended September 30, 2024.

The following table summarizes amounts related to the sale of available for sale securities:

For the Nine Months Ended September 30,
(in thousands)
Proceeds from sales$86,822
Gross realized gains$—
Gross realized losses(12,425)
Net realized losses on securities$(12,425)

The amortized cost and estimated fair value of securities at September 30, 2025, by the earlier of contractual maturity or expected maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

Amortized CostFair Value
(in thousands)
Due in one year or less$9,999$10,008
Due after one year through five years13,49213,579
Due after five years through ten years19,56919,290
Due after ten years85,39478,502
$128,454$121,379

The fair value and gross unrealized losses for securities available for sale, totaled by the length of time that individual securities have been in a continuous gross unrealized loss position, at September 30, 2025 and December 31, 2024 were as follows:

Less than 12 months12 months or moreTotal
Fair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLosses
(in thousands)
Obligations of U.S. government corporations and agencies$3,787$21$—$—$3,787$21
U.S. treasury securities——————
Mortgage-backed securities——29,9217,05129,9217,051
Collateralized mortgage obligations15,384100——15,384100
Subordinated debt——2,8374132,837413
Total$19,171$121$32,758$7,464$51,929$7,585
Less than 12 months12 months or moreTotal
Fair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLosses
(in thousands)
Obligations of U.S. government corporations and agencies$—$—$7,668$530$7,668$530
Mortgage-backed securities——104,96722,094104,96722,094
Obligations of states and political subdivisions——4,6452754,645275
Subordinated debt——3,5507003,550700
Total$—$—$120,830$23,599$120,830$23,599

The reference point for determining when securities are in an unrealized loss position is month end. As such, it is possible that a security's market value exceeded its amortized cost on other days during the past twelve-month period.

There were 38 debt securities with a fair value below the amortized cost basis, totaling $51.9 million of aggregate fair value as of September 30, 2025. The Company concluded that a credit loss does not exist in its securities portfolio at September 30, 2025 based on the fact that (1) changes in fair value were caused by non-credit-related factors, primarily fluctuations in interest rates, (2) securities with unrealized losses had generally high credit quality, (3) as of September 30, 2025, the Company intends to hold these investments in debt securities to maturity and it is more-likely-than-not that the Company will not be required to sell these investments before a recovery of its investment, and (4) issuers have continued to make timely payments of principal and interest. Additionally, the Company’s mortgage-backed securities and obligations of U.S. government corporations and agencies are entirely issued by either U.S. government agencies or U.S. government-sponsored enterprises. Collectively, these entities provide a guarantee, which is either explicitly or implicitly supported by the full faith and credit of the U.S. government, that investors in such mortgage-backed securities will receive timely principal and interest payments.

Securities having carrying values of $4.0 million, $3.0 million and $92.4 million at September 30, 2025 were pledged as security for trust accounts, a deposit relationship and for borrowing capacity at the Federal Reserve Bank discount window, respectively.

The composition of restricted investments at September 30, 2025 and December 31, 2024 was as follows:

September 30, 2025December 31, 2024
(in thousands)
Federal Reserve Bank Stock$344$344
Federal Home Loan Bank Stock3,3027,073
Community Bankers’ Bank Stock140140
$3,786$7,557

NOTE 5. Loans and Allowance for Credit Losses on Loans

The composition of loans at September 30, 2025 and December 31, 2024 was as follows:

September 30,December 31,
20252024
(in thousands)
Mortgage real estate loans:
Construction & Secured by Farmland$84,467$95,200
HELOCs54,54950,646
Residential First Lien - Investor103,942105,910
Residential First Lien - Owner Occupied178,725194,065
Residential Junior Liens10,49711,184
Commercial - Owner Occupied290,931272,236
Commercial - Non-Owner Occupied & Multifamily398,076367,680
Commercial and industrial loans:
SBA PPP loans1028
Other commercial and industrial loans103,414110,315
Marine loans185,938210,095
Consumer loans29,42231,017
Overdrafts297309
Other loans13,89511,911
Total loans$1,454,163$1,460,596
Net deferred loan costs and premiums5,7656,453
Allowance for credit losses(14,810)(15,027)
$1,445,118$1,452,022

At September 30, 2025, the Company was servicing $35.1 million of loans for other financial institutions which are not included in the table above. Also excluded from the table above are net servicing assets of $553 thousand at September 30, 2025, which are recorded in Other Assets in the Consolidated Balance Sheets. When loans are sold with servicing retained, servicing assets are recorded which represent the Company's right to service loans that were sold. Servicing assets are initially recorded by the Company at fair value and are subsequently amortized in proportion to, and over the period of, estimated net servicing income.

Changes in the allowance for credit losses on loans for thethree and nine months ended September 30, 2025 and 2024 and year-ended December 31, 2024 were as follows:

Three Months Ended · Year Ended · Nine Months Ended
September 30, · December 31, · September 30,
20252024202420252024
(in thousands)
Balance, beginning$15,979$15,014$14,493$15,027$14,493
Provision for credit losses1,1311,5262,5253,1332,315
Recoveries added to the allowance117145853478754
Credit losses charged to the allowance(2,417)(1,382)(2,844)(3,828)(2,259)
Balance, ending$14,810$15,303$15,027$14,810$15,303

Past due loans by class at September 30, 2025 and December 31, 2024 were as follows:

(in thousands)
30 - 59DaysPast Due60 - 89DaysPast Due90 or MoreDaysPast DueTotal PastDueCurrentTotal Loans90 or MoreDays Past Due StillAccruing
Mortgage real estate loans:
Construction & Secured by Farmland$—$—$428$428$84,039$84,467$—
HELOCs222160—38254,16754,549—
Residential First Lien - Investor491—98589103,353103,942—
Residential First Lien - Owner Occupied1,374—251,399177,326178,725—
Residential Junior Liens87261—34810,14910,497—
Commercial - Owner Occupied——5,0965,096285,835290,931—
Commercial - Non-Owner Occupied & Multifamily——5,4555,455392,621398,076—
Commercial and industrial loans:
SBA PPP loans————1010—
Other commercial and industrial loans5361,0851,144102,270103,41435
Marine loans—327—327185,611185,938—
Consumer loans58816514089328,52929,42256
Overdrafts————297297—
Other loans————13,89513,895—
Total$2,815$919$12,327$16,061$1,438,102$1,454,163$91
(in thousands)
30 - 59DaysPast Due60 - 89DaysPast Due90 or MoreDays PastDueTotal PastDueCurrentTotal Loans90 or MorePast DueStillAccruing
Mortgage real estate loans:
Construction & Secured by Farmland$—$—$—$—$95,200$95,200$—
HELOCs21——2150,62550,646—
Residential First Lien - Investor—98—98105,812105,910—
Residential First Lien - Owner Occupied—28247275193,790194,065—
Residential Junior Liens13——1311,17111,184—
Commercial - Owner Occupied2,212——2,212270,024272,236—
Commercial - Non-Owner Occupied & Multifamily————367,680367,680—
Commercial and industrial loans:
SBA PPP loans————2828—
Other commercial and industrial loans92284801,086109,229110,315—
Marine loans————210,095210,095—
Consumer loans673613881730,20031,017—
Overdrafts————309309—
Other loans————11,91111,911—
Total$3,841$216$465$4,522$1,456,074$1,460,596$—

Nonaccrual loans by class at September 30, 2025 and December 31, 2024 were as follows:

September 30, 2025 · December 31, 2024
(in thousands)(in thousands)
Nonaccruals with No Allowance for Credit LossesNonaccrual with an Allowance for Credit LossesNonaccrualLoansNonaccruals with No Allowance for Credit LossesNonaccrual with an Allowance for Credit LossesNonaccrualLoans
Mortgage real estate loans:
Construction & Secured by Farmland$428$—$428$—$—$—
HELOCs——————
Residential First Lien - Investor98—98———
Residential First Lien - Owner Occupied508—508347—347
Residential Junior Liens——————
Commercial - Owner Occupied3,2531,8445,097739—739
Commercial - Non-Owner Occupied & Multifamily5,455—5,455———
Commercial and industrial loans:
SBA PPP loans——————
Other commercial and industrial loans1,0204781,498—903903
Marine loans——————
Consumer loans83—8383—83
Overdrafts——————
Other loans——————
Total$10,845$2,322$13,167$1,169$903$2,072

The allowance for credit losses on loans by segment at September 30, 2025 and December 31, 2024 was as follows:

As of and For the Nine Months Ended
(in thousands)
Constructionand FarmlandResidentialReal EstateCommercialReal Estate &MultiFamilyCommercialMarineConsumerAll OtherLoansUnallocatedTotal
Allowance for credit losses:
Beginning Balance$2,387$2,318$7,251$1,433$1,279$238$121$—$15,027
Charge-Offs—(30)(2,631)(353)(581)(127)(106)—(3,828)
Recoveries4296—110—3434—478
Provision(618)(329)3,452(70)29196311—3,133
Ending balance$1,773$2,255$8,072$1,120$989$241$360$—$14,810
Ending balance: Individually evaluated for impairment$—$—$49$284$—$—$—$—$333
Ending balance: Collectively evaluated for impairment$1,773$2,255$8,023$836$989$241$360$—$14,477
Loans:
Ending balance$84,467$347,713$689,007$103,424$185,938$29,422$14,192$—$1,454,163
Ending balance: Individually evaluated for impairment$428$581$10,552$1,449$—$83$—$—$13,093
Ending balance: Collectively evaluated for impairment$84,039$347,132$678,455$101,975$185,938$29,339$14,192$—$1,441,070
As of and For the Year Ended
(in thousands)
Constructionand FarmlandResidentialReal EstateCommercialReal Estate &MultiFamilyCommercialMarineConsumerAll OtherLoansUnallocatedTotal
Allowance for credit losses:
Beginning Balance$772$4,725$6,224$1,027$1,153$198$394$—$14,493
Charge-Offs(94)(277)(7)(238)(1,778)(309)(141)—(2,844)
Recoveries10234716267—15025—853
Provision1,607(2,477)8725771,904199(157)—2,525
Ending balance$2,387$2,318$7,251$1,433$1,279$238$121$—$15,027
Ending balance: Individually evaluated for impairment$—$—$—$248$—$—$—$—$248
Ending balance: Collectively evaluated for impairment$2,387$2,318$7,251$1,185$1,279$238$121$—$14,779
Loans:
Ending balance$95,200$361,805$639,916$110,343$210,095$31,017$12,220$—$1,460,596
Ending balance: Individually evaluated for impairment$—$318$739$908$—$83$—$—$2,048
Ending balance: Collectively evaluated for impairment$95,200$361,487$639,177$109,435$210,095$30,934$12,220$—$1,458,548

The following table presents the amortized cost basis of collateral-dependent loans by loan portfolio segment:

September 30, 2025 · December 31, 2024
(in thousands)(in thousands)
(in thousands)Real Estate CollateralOther CollateralTotalReal Estate CollateralOther CollateralTotal
Mortgage real estate loans:
Construction & Secured by Farmland$428$—$428$—$—$—
HELOCs——————
Residential First Lien - Investor98—98———
Residential First Lien - Owner Occupied483—483318—318
Residential Junior Liens——————
Commercial - Owner Occupied5,097—5,097739—739
Commercial - Non-Owner Occupied & Multifamily5,455—5,455———
Commercial and industrial loans:
SBA PPP loans——————
Other commercial and industrial loans—1,4491,449—908908
Marine loans——————
Consumer loans83—8383—83
Overdrafts——————
Other loans——————
$11,644$1,449$13,093$1,140$908$2,048

The Company did not identify any significant changes in the extent to which collateral secures its collateral dependent loans, whether in the form of general deterioration or from other factors during the period ended September 30, 2025.

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually to classify the loans as to credit risk. This analysis is performed on a quarterly basis. The following table presents risk ratings by loan portfolio segment and origination year. Description of these ratings are as follows:

PassPass loans exhibit acceptable history of profits, cash flow ability and liquidity. Sufficient cash flow exists to service the loan. All obligations have been paid by the borrower in an as agreed manner.
Special MentionSpecial mention loans exhibit negative trends and potential weakness that, if left uncorrected, may negatively affect the borrower’s ability to repay its obligations. Loan relationships with stale financial statements at their annual review will also cause a downgrade to special mention until current financials are received and upgrade is approved. The risk of default is not imminent and the borrower still demonstrates sufficient financial strength to service debt.
ClassifiedClassified loans include loans rated Substandard, Doubtful and Loss.
•Substandard loans exhibit well defined weaknesses resulting in a higher probability of default. The borrowers exhibit adverse financial trends and a diminishing ability or willingness to service debt.
•Doubtful loans exhibit all of the characteristics inherent in substandard loans; however given the severity of weaknesses, the collection of 100% of the principal is unlikely under current conditions.
•Loss loans are considered uncollectible over a reasonable period of time and of such little value that its continuance as a bankable asset is not warranted.

Credit quality information by class at September 30, 2025 and gross charge-offs by year of origination for the nine months ended September 30, 2025 was as follows:

Term Loans Amortized Cost Basis by Origination Year
(in thousands)20252024202320222021PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Mortgage real estate loans:
Construction & Secured by Farmland
Pass$12,704$37,841$8,704$9,849$3,663$6,915$1,874$—$81,550
Special Mention1,806658——————2,464
Classified——428——25——453
Total$14,510$38,499$9,132$9,849$3,663$6,940$1,874$—$84,467
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
HELOCs
Pass$—$—$—$—$—$—$54,509$—$54,509
Special Mention——————40—40
Classified—————————
Total$—$—$—$—$—$—$54,549$—$54,549
Current period gross charge-offs$—$—$—$—$—$—$30$—$30
Residential First Lien - Investor
Pass$13,169$6,504$10,598$16,550$24,742$26,258$—$1,137$98,958
Special Mention——688—2,660564——3,912
Classified—974—98————1,072
Total$13,169$7,478$11,286$16,648$27,402$26,822$—$1,137$103,942
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Residential First Lien - Owner Occupied
Pass$11,994$16,777$48,609$29,274$21,601$46,610$—$273$175,138
Special Mention—41———2,784——2,825
Classified—————762——762
Total$11,994$16,818$48,609$29,274$21,601$50,156$—$273$178,725
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Residential Junior Liens
Pass$1,187$637$1,647$1,900$2,613$2,129$—$165$10,278
Special Mention——154——65——219
Classified—————————
Total$1,187$637$1,801$1,900$2,613$2,194$—$165$10,497
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial - Owner Occupied
Pass$22,306$26,207$46,958$71,948$26,544$63,116$2,766$2,764$262,609
Special Mention——9263,3575,93013,013——23,226
Classified—1,8431,042—2,211———5,096
Total$22,306$28,050$48,926$75,305$34,685$76,129$2,766$2,764$290,931
Current period gross charge-offs$—$468$—$—$8$—$—$—$476
Commercial - Non-Owner Occupied & Multifamily
Pass$52,874$26,600$56,421$79,052$49,944$102,116$7,659$4,938$379,604
Special Mention—272—4,1853,7534,807——13,017
Classified———1,1324,323———5,455
Total$52,874$26,872$56,421$84,369$58,020$106,923$7,659$4,938$398,076
Current period gross charge-offs$—$—$—$1,441$714$—$—$—$2,155
Commercial and industrial loans:
SBA PPP loans
Pass$—$—$—$—$10$—$—$—$10
Special Mention—————————
Classified—————————
Total$—$—$—$—$10$—$—$—$10
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Other commercial and industrial loans
Pass$18,569$20,491$8,221$10,051$4,931$5,423$29,216$2,158$99,060
Special Mention—2,811—————92,820
Classified——7158520—685291,534
Total$18,569$23,302$8,936$10,136$4,951$5,423$29,901$2,196$103,414
Current period gross charge-offs$—$67$185$—$—$—$101$—$353
Marine loans
Pass$—$—$61,252$98,120$25,948$618$—$—$185,938
Special Mention—————————
Classified—————————
Total$—$—$61,252$98,120$25,948$618$—$—$185,938
Current period gross charge-offs$—$—$315$266$—$—$—$—$581
Consumer loans
Pass$1,685$1,899$1,304$9,995$4,945$7,620$1,878$—$29,326
Special Mention—————————
Classified————83—13—96
Total$1,685$1,899$1,304$9,995$5,028$7,620$1,891$—$29,422
Current period gross charge-offs$—$6$30$2$6$8$75$—$127
Overdrafts
Pass$—$—$—$—$—$—$—$—$—
Special Mention—————————
Classified297———————297
Total$297$—$—$—$—$—$—$—$297
Current period gross charge-offs$106$—$—$—$—$—$—$—$106
Other loans
Pass$4,250$—$43$7,429$—$2,122$51$—$13,895
Special Mention—————————
Classified—————————
Total$4,250$—$43$7,429$—$2,122$51$—$13,895
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Total by Risk Category
Pass$138,738$136,956$243,757$334,168$164,941$262,927$97,953$11,435$1,390,875
Special Mention1,8063,7821,7687,54212,34321,23340948,523
Classified2972,8172,1851,3156,6377876982914,765
Total$140,841$143,555$247,710$343,025$183,921$284,947$98,691$11,473$1,454,163
Total current period gross charge-offs$106$541$530$1,709$728$8$206$—$3,828

Credit quality information by class at December 31, 2024 and gross charge-offs by year of origination for the year ended December 31, 2024 was as follows:

Term Loans Amortized Cost Basis by Origination Year
(in thousands)20242023202220212020PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Mortgage real estate loans:
Construction & Secured by Farmland
Pass$33,338$25,777$13,722$3,830$4,758$3,908$3,055$—$88,388
Special Mention—6,781——————6,781
Classified—————31——31
Total$33,338$32,558$13,722$3,830$4,758$3,939$3,055$—$95,200
Current period gross charge-offs$—$—$—$—$—$94$—$—$94
HELOCs
Pass$—$—$—$—$—$—$50,454$—$50,454
Special Mention——————192—192
Classified—————————
Total$—$—$—$—$—$—$50,646$—$50,646
Current period gross charge-offs$—$—$—$—$—$—$14$—$14
Residential First Lien - Investor
Pass$7,567$15,074$18,816$27,722$10,729$21,201$—$559$101,668
Special Mention—6963701,053—295——2,414
Classified———————1,8281,828
Total$7,567$15,770$19,186$28,775$10,729$21,496$—$2,387$105,910
Current period gross charge-offs$—$—$—$150$—$—$—$—$150
Residential First Lien - Owner Occupied
Pass$25,982$57,230$33,257$22,387$33,514$19,438$—$387$192,195
Special Mention45623———592——1,260
Classified—————610——610
Total$26,027$57,853$33,257$22,387$33,514$20,640$—$387$194,065
Current period gross charge-offs$—$—$—$—$—$103$—$—$103
Residential Junior Liens
Pass$991$2,191$2,484$2,942$555$1,762$—$175$11,100
Special Mention————70———70
Classified———————1414
Total$991$2,191$2,484$2,942$625$1,762$—$189$11,184
Current period gross charge-offs$—$—$—$—$—$10$—$—$10
Commercial - Owner Occupied
Pass$29,892$32,228$75,213$36,558$21,827$45,648$2,623$2,856$246,845
Special Mention—3643,9955,523—14,770——24,652
Classified———739————739
Total$29,892$32,592$79,208$42,820$21,827$60,418$2,623$2,856$272,236
Current period gross charge-offs$—$—$—$—$—$7$—$—$7
Commercial - Non-Owner Occupied & Multifamily
Pass$28,275$43,596$106,921$55,945$65,561$44,949$5,397$5,834$356,478
Special Mention——1,3847,5841,446788——11,202
Classified—————————
Total$28,275$43,596$108,305$63,529$67,007$45,737$5,397$5,834$367,680
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial and industrial loans:
SBA PPP loans
Pass$—$—$—$28$—$—$—$—$28
Special Mention—————————
Classified—————————
Total$—$—$—$28$—$—$—$—$28
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Other commercial and industrial loans
Pass$28,978$8,605$17,187$4,512$3,324$3,614$37,618$2,064$105,902
Special Mention4111,095—1,915—3—863,510
Classified—903——————903
Total$29,389$10,603$17,187$6,427$3,324$3,617$37,618$2,150$110,315
Current period gross charge-offs$—$32$8$—$63$—$135$—$238
Marine loans
Pass$—$68,970$110,481$30,011$633$—$—$—$210,095
Special Mention—————————
Classified—————————
Total$—$68,970$110,481$30,011$633$—$—$—$210,095
Current period gross charge-offs$—$1,371$199$208$—$—$—$—$1,778
Consumer loans
Pass$2,700$1,987$10,787$5,274$7,221$1,117$1,834$13$30,933
Special Mention—————————
Classified———84————84
Total$2,700$1,987$10,787$5,358$7,221$1,117$1,834$13$31,017
Current period gross charge-offs$—$13$4$47$167$—$78$—$309
Overdrafts
Pass$—$—$—$—$—$—$—$—$—
Special Mention—————————
Classified309———————309
Total$309$—$—$—$—$—$—$—$309
Current period gross charge-offs$141$—$—$—$—$—$—$—$141
Other loans
Pass$—$54$9,500$—$—$2,281$76$—$11,911
Special Mention—————————
Classified—————————
Total$—$54$9,500$—$—$2,281$76$—$11,911
Current period gross charge-offs$—$—$—$—$—$—$—$—$—
Total by Risk Category
Pass$157,723$255,712$398,368$189,209$148,122$143,918$101,057$11,888$1,405,997
Special Mention4569,5595,74916,0751,51616,4481928650,081
Classified309903—823—641—1,8424,518
Total$158,488$266,174$404,117$206,107$149,638$161,007$101,249$13,816$1,460,596
Total current period gross charge-offs$141$1,416$211$405$230$214$227$—$2,844

Unfunded Commitments: The Company maintains a separate reserve for credit losses on unfunded commitments, which is included in Other Liabilities on the Consolidated Balance Sheet. The reserve for credit losses on off-balance-sheet credit exposures is adjusted as a provision for credit losses in the Consolidated Statement of Income. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded, utilizing the same models and approaches for the Company's other loan portfolio segments, as these unfunded commitments share similar risk characteristics as its loan portfolio segments. The Company has identified the unfunded portion of certain lines of credit as unconditionally cancellable credit exposures, meaning the Company can cancel the unfunded commitment at any time. No credit loss estimate is reported for off-balance-sheet credit exposures that are unconditionally cancellable by the Company or for undrawn amounts under such arrangements that maybe drawn prior to the cancellation of the arrangement.

During the three and nine months ended September 30, 2025, a reduction to the unfunded commitment reserve of $19 thousand and $120 thousand, respectively, was recorded as a credit to the provision for credit losses in the consolidated statement of income. During thethree months ended September 30, 2024, an increase to the unfunded commitment reserve of $19 thousand was recorded, thereby increasing the provision for credit losses in the consolidated income statement. During thenine months ended September 30, 2024, a decrease of $115 thousand was recorded to the provision for credit losses, thereby reducing the unfunded commitment reserve. The reserve for unfunded commitments at September 30, 2025 and 2024 and December 31, 2024 was $385 thousand, $364 thousand, and $505 thousand, respectively.

Restructurings for Borrowers Experiencing Financial Difficulty: A loan that has been modified is considered a troubled loan modification when the modification is made to a borrower experiencing financial difficulty and the modification has a direct impact to the contractual cash flows. The following table presents the amortized cost of loans that were modified during the three and nine months ended September 30, 2025 by loan portfolio segment. There were no loan modifications to borrowers experiencing financial difficulty during thethree and nine months ended September 30, 2024.

Three Months Ended September 30, · For the Nine Months Ended September 30,
2025 · 2025
(dollars in thousands)
Collateral Dependent ForeclosureTotal% of Total Class of LoansCollateral Dependent ForeclosureTotal% of Total Class of Loans
Mortgage real estate loans:
Commercial - Non-Owner Occupied & Multifamily$5,455$5,4551.37%$5,455$5,4551.37%
Total$5,455$5,455$5,455$5,455

This balance is one relationship comprised of three residential multifamily income producing properties in Washington D.C. (the District), and the Bank has been granted receivership. The Bank is actively working with the receiver to update the properties and ready them for sale while continuing to collect the housing payments directly from the District. These loans are on nonaccrual status and are 90 or more days past due.

There were no loans to borrowers experiencing financial difficulty that had a payment default during the three and nine months ended September 30, 2024 and were modified in the twelve months prior to that default. Default is determined at 30 days or more past due, upon charge-off, or upon foreclosure. Modified loans in default are individually evaluated for the allowance of credit losses or if the modified loan is deemed uncollectible, the loan, or a portion of the loan, is written off and the allowance for credit losses is adjusted accordingly.

NOTE 6. Deposits

The composition of deposits at September 30, 2025 and December 31, 2024 was as follows:

September 30, 2025December 31, 2024
(in thousands)
Noninterest bearing demand deposits$521,149$406,180
Savings and interest bearing demand deposits:
NOW accounts$293,739$278,835
Money market accounts269,401269,115
Regular savings accounts124,390131,380
$687,530$679,330
Time deposits:
Balances of less than $250,000$262,174$293,864
Balances of $250,000 and more184,195195,782
$446,369$489,646
$1,655,048$1,575,156

NOTE 7. Leases

Lease liabilities represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows. Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor. Right-of-use assets and lease liabilities are included in Other Assets and Other Liabilities, respectively, in the Consolidated Balance Sheets. During the first quarter of 2025, the Company entered into a long-term lease with the intention of establishing a full-service branch in McLean, Virginia and moving the Tysons loan production office into the new location. The new lease will replace an expiring lease and resulted in the initial recognition of a right-of-use asset and lease liability of $773 thousand.

The Company’s six long-term lease agreements are classified as operating leases. These leases offer the option to extend the lease term and the Company has included such extensions in its calculation of the lease liability to the extent the options are reasonably certain of being exercised. The lease agreements do not provide for a residual value guarantee and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.

The following tables present information about the Company’s leases:

(dollars in thousands)
September 30, 2025 · December 31, 2024
Lease liabilities$10,019$9,779
Right-of-use assets$9,641$9,465
Weighted average remaining lease term12 years12 years
Weighted average discount rate4.24%4.16%
Three Months Ended · Nine Months Ended
Lease CostSeptember 30, 2025September 30, 2024September 30, 2025September 30, 2024
Operating lease cost$310$132$904$396
Short-term lease cost441111
Total lease cost$314$136$915$407
Cash paid for amounts included in the measurement of lease liabilities$279$120$788$359

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total operating lease liabilities is as follows:

(dollars in thousands)As of
Lease payments dueSeptember 30, 2025
2025, remainder$280
20261,022
20271,035
20281,058
20291,083
Thereafter8,564
Total undiscounted cash flows$13,042
Discount(3,023)
Lease liabilities$10,019

NOTE 8. Fair Value Measurements

GAAP requires the Company to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

“Fair Value Measurements” defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•Level 1Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
•Level 2Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
•Level 3Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following section provides a description of the valuation methodologies used for instruments measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy:

Securities Available for Sale: Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.

Derivative instruments are recorded at fair value on a recurring basis. The Company utilizes derivative instruments as part of the management of interest rate risk to modify the re-pricing characteristics of certain portions of the Company’s interest-bearing assets and liabilities. The Company has contracted with a third-party vendor to provide valuations for derivatives using standard valuation techniques and therefore classifies such valuations as Level 2. The Company has considered counterparty credit risk in the valuation of its derivative assets and has considered its own credit risk in the valuation of its derivative liabilities.

The following table presents balances of financial assets and liabilities measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024:

Fair Value Measurements at
Using
Balance as of · Quoted Pricesin ActiveMarkets forIdentical Assets · SignificantOtherObservableInputs · SignificantUnobservableInputs
September 30, 2025 · (Level 1) · (Level 2) · (Level 3)
(in thousands)
Assets:
Securities available for sale
Obligations of U.S. government corporations and agencies$7,574$—$7,574$—
U.S. Treasury securities10,008—10,008—
Mortgage-backed securities77,163—77,163—
Collateralized mortgage obligations22,78922,789
Subordinated debt3,845—3,345500
Derivative:
Interest rate swaps on loans1,127—1,127—
Total assets at fair value$122,506$—$122,006$500
Liabilities:
Interest rate swaps on loans$1,127$—$1,127$—
Fair value swap69—69—
Total liabilities at fair value$1,196$—$1,196$—
Fair Value Measurements at
Using
Balance as of · Quoted Pricesin ActiveMarkets forIdentical Assets · SignificantOtherObservableInputs · SignificantUnobservableInputs
December 31, 2024 · (Level 1) · (Level 2) · (Level 3)
(in thousands)
Assets:
Securities available for sale
Obligations of U.S. government corporations and agencies$7,668$—$7,668$—
Mortgage-backed securities104,967—104,967—
Obligations of states and political subdivisions4,645—4,645—
Subordinated debt4,050—4,050—
Derivative:
Interest rate swaps on loans1,4661,466
Fair value swap93—93—
Total assets at fair value$122,889$—$122,889$—
Liabilities:
Interest rate swaps on loans$1,466$—$1,466$—
Total liabilities at fair value$1,466$—$1,466$—

The table below presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis classified as Level 3 for the periods indicated. Level 3 securities forthree and nine months ended September 30, 2025 consisted of one newly issued corporate subordinated debt security for which no pricing information was available and therefore priced at book value.

Level 3 Recurring Fair Value Measurements As Of and For The
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(in thousands) · (in thousands)
Beginning balance$—$—$—$—
Purchases500—500—
Sales————
Issuances————
Settlements————
Total Gains (Losses) included in Net Income————
Total Gains (Losses) included in OCI————
Transfer into Level 3————
Transfer out of Level 3————
Total assets at fair value$500$—$500$—

Certain financial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower of cost or market accounting or write downs of individual assets.

The following describes the valuation techniques used by the Company to measure certain financial and nonfinancial assets recorded at fair value on a nonrecurring basis in the financial statements:

Loans Held for Sale: Loans held for sale are carried at the lower of cost or market value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). The Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during nine months ended September 30, 2025 and the year ended December 31, 2024.

Individually Evaluated Collateral-Dependent Loans: The estimated fair value of individually evaluated collateral-dependent loans is based on the value of the underlying collateral or the value of the underlying collateral, less estimated cost to sell, as appropriate. Collateral is generally real estate; however, collateral may include vehicles, marine vessels, equipment, inventory, accounts receivable, and/or other business assets. The value of real estate collateral is determined using a market valuation approach based on an appraisal conducted by an independent, licensed appraiser. The value of other assets may also be based on an appraisal, market quotations, aging schedules or other sources. Collateral-dependent individually evaluated loans are classified within Level 3 of the fair value hierarchy. Any fair value adjustments are recorded in the period incurred as a provision for credit losses on the Consolidated Statements of Income. At September 30, 2025 collateral-dependent loans totaling $2.3 million were individually evaluated and being carried at fair value of $2.0 million, the majority of which represents one relationship consisting of an owner occupied commercial real estate loan totaling $1.8 million. The remaining collateral-dependent loans of $478 thousand at September 30, 2025 were commercial business loans collateralized by equipment. At December 31, 2024 there were two collateral-dependent relationships totaling $908 thousand, which were individually evaluated and being carried at fair value of $659 thousand. These two relationships consist of four commercial business loans collateralized by equipment.

Other Real Estate Owned: Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the fair value of the property, less estimated selling costs, establishing a new costs basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for credit losses. Costs of significant property improvements are capitalized, whereas costs relating to holding property are expensed. The portion of interest costs relating to development of real estate is capitalized. Valuations are periodically obtained by management, and any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to fair value less cost to sell. The fair value measurement of real estate held in other real estate owned is assessed in the same manner as collateral-dependent loans described above. We believe that the fair value follows the provisions of GAAP. The Company heldno other real estate owned at September 30, 2025 or December 31, 2024.

Repossessed Assets: Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the fair value of the asset, less estimated selling costs, establishing a new costs basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for credit losses. Costs of significant improvements are capitalized, whereas costs relating to holding assets are expensed. Valuations are periodically obtained by management, and any subsequent write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of an asset to fair value less cost to sell. The fair value measurement of repossessed assets is assessed in the same manner as collateral dependent loans described above. We believe that the fair value follows the provisions of GAAP. The Company held $1.0 million and $514 thousand at September 30, 2025 and December 31, 2024, respectively. Repossessed assets are included in Other Assets in the Consolidated Balance Sheets.

The following table summarizes the Company's financial and nonfinancial assets that were measured at fair value on a nonrecurring basis at September 30, 2025 and December 31, 2024.

Carrying value at
Balance as ofIdenticalAssetsObservableInputsUnobservableInputs
September 30, 2025(Level 1)(Level 2)(Level 3)
(in thousands)
Financial Assets:
Collateral-dependent loans$1,989$—$—$1,989
Nonfinancial Assets:
Repossessed assets1,009——1,009
Carrying value at
Balance as ofQuoted Pricesin ActiveMarketsfor IdenticalAssetsSignificantOtherObservableInputsSignificantUnobservableInputs
December 31, 2024(Level 1)(Level 2)(Level 3)
(in thousands)
Financial Assets:
Collateral-dependent loans$659$—$—$659
Nonfinancial Assets:
Repossessed assets514——514

The following table displays quantitative information about Level 3 Fair Value Measurements for certain financial and nonfinancial assets measured at fair value on a nonrecurring basis for September 30, 2025 and December 31, 2024.

Quantitative information about Level 3 Fair Value Measurements
Valuation Technique(s)Unobservable InputRangeWeighted Average (1)
Assets:
Collateral dependent individually evaluated loansDiscounted valueSelling cost and appraisal discount6% - 31%9 %
Repossessed assetsDiscounted appraised valueSelling cost10 %10 %
Quantitative information about Level 3 Fair Value Measurements
Valuation Technique(s)Unobservable InputRangeWeighted Average (1)
Assets:
Collateral dependent individually evaluated loansDiscounted valueSelling cost and appraisal discount16 %16 %
Repossessed assetsDiscounted appraised valueSelling cost10 %10 %

(1) Weighted based on the relative fair value of the specific items measured at fair value.

The carrying value and fair value of the Company’s financial instruments at September 30, 2025 and December 31, 2024 were as follows:

Fair Value Measurements at
Using
CarryingValueas of · Quoted Pricesin ActiveMarkets forIdenticalAssets · SignificantOtherObservableInputs · SignificantUnobservableInputs · Fair Valueas of
September 30, 2025 · (Level 1) · (Level 2) · (Level 3) · September 30, 2025
(in thousands)
Financial assets:
Cash and short-term investments$268,129$268,129$—$—$268,129
Securities121,379—120,879500121,379
Restricted investments3,786—3,786—3,786
Loans held for sale3,4793,479—3,479
Loans, net1,445,118——1,353,1211,353,121
Bank owned life insurance31,440—31,440—31,440
Accrued interest receivable5,255—5,255—5,255
Derivative assets1,127—1,127—1,127
Financial liabilities:
Deposits$1,655,048$—$1,655,617$—$1,655,617
Federal funds purchased101101——101
Federal Home Loan Bank advances, long-term40,000—40,172—40,172
Subordinated debt, net of unamortized issuance costs29,562—25,766—25,766
Accrued interest payable991—991—991
Derivative liabilities1,196—1,196—1,196
Fair Value Measurements at
Using
Carrying Valueas ofQuoted Pricesin ActiveMarkets forIdenticalAssetsSignificantOtherObservableInputsSignificantUnobservableInputsFair Valueas of
December 31, 2024(Level 1)(Level 2)(Level 3)December 31, 2024
(in thousands)
Financial assets:
Cash and short-term investments$193,159$193,159$—$—$193,159
Securities121,330—121,330—121,330
Restricted Investments7,557—7,557—7,557
Loans held for sale2,660—2,660—2,660
Loans, net1,452,022——1,358,7341,358,734
Bank owned life insurance30,621—30,621—30,621
Accrued interest receivable5,149—5,149—5,149
Derivative assets1,559—1,559—1,559
Financial liabilities:
Deposits$1,575,156$—$1,575,743$—$1,575,743
Federal Home Loan Bank advances, short-term25,000—25,006—25,006
Federal Home Loan Bank advances, long-term95,000—95,242—95,242
Subordinated debt, net of unamortized issuance costs29,512—26,148—26,148
Accrued interest payable2,249—2,249—2,249
Derivative liabilities1,466—1,466—1,466

NOTE 9. Change in Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss includes unrealized gains and losses on available for sale securities and changes in benefit obligations and plan assets for the post retirement benefit plan. Changes to accumulated other comprehensive loss are presented net of their tax effect as a component of equity. Reclassifications out of accumulated other comprehensive loss are recorded in the Consolidated Statements of Income either as a gain or loss.

Changes to accumulated other comprehensive loss by component are shown in the following table for the periods indicated:

Three Months Ended
September 30,
20252024
UnrealizedGains andLosses onAvailablefor SaleSecuritiesChange inBenefitObligationsand PlanAssets forthe PostRetirementBenefitPlanTotalUnrealizedGains andLosses onAvailablefor SaleSecuritiesChange inBenefitObligationsand PlanAssets forthe PostRetirementBenefitPlanTotal
(dollars in thousands) · (dollars in thousands)
June 1$(7,301)$5$(7,296)$(18,773)$10$(18,763)
Other comprehensive income before reclassifications2,166—2,1665,485—5,485
Tax effect of current period changes(455)—(455)(1,152)—(1,152)
Current period changes net of taxes1,711—1,7114,333—4,333
September 30$(5,590)$5$(5,585)$(14,440)$10$(14,430)
Nine Months Ended
September 30,
20252024
UnrealizedGains andLosses onAvailablefor SaleSecuritiesChange inBenefitObligationsand PlanAssets forthe PostRetirementBenefitPlanTotalUnrealizedGains andLosses onAvailablefor SaleSecuritiesChange inBenefitObligationsand PlanAssets forthe PostRetirementBenefitPlanTotal
(dollars in thousands) · (dollars in thousands)
January 1$(18,645)$5$(18,640)$(18,020)$14$(18,006)
Other comprehensive income (loss) before reclassifications28,949—28,9494,532(5)4,527
Reclassification of realized losses into earnings(12,425)—(12,425)———
Tax effect of current period changes(3,469)—(3,469)(952)1(951)
Current period changes net of taxes13,055—13,0553,580(4)3,576
September 30$(5,590)$5$(5,585)$(14,440)$10$(14,430)

For the nine months ended September 30, 2025, the reclassification out of accumulated other comprehensive loss represents the realized loss on the sale of available for sale securities, which appears as loss on the sale of securities in the Consolidated Statements of Income. The tax benefit related to this reclassification was $2.6 million and was included in income tax expense in the Consolidated Statements of Income.

NOTE 10. Other Real Estate Owned & Repossessed Assets

The following table is a summary of other real estate owned (“OREO”) and repossessed asset activity for thenine months ended September 30, 2025 and 2024 and the year ended December 31, 2024:

Nine Months EndedYear EndedNine Months Ended
September 30,December 31,September 30,
202520242024
(in thousands)
Balance, beginning$514$304$304
Transfer from loans1,009525111
Sales proceeds(381)(111)(112)
Loss on sales(133)(204)(204)
Valuation adjustments———
Balance, ending$1,009$514$99

The balance at September 30, 2025 and December 31, 2024 represents repossessed marine vessels and at September 30, 2024, the balance represents repossessed assets including a marine vessel and commercial vehicles.

There was one loan collateralized by residential real estate with a balance of $98 thousandin the process of foreclosure at September 30, 2025 andnone at December 31, 2024.

NOTE 11. Qualified Affordable Housing Project Investments

The Company invests in qualified affordable housing projects. The general purpose of these investments is to encourage and assist participants in investing in low-income residential rental properties located in the Commonwealth of Virginia, develop and implement strategies to maintain projects as low-income housing, provide tax credits and other tax benefits to investors, and to preserve and protect project assets.

At September 30, 2025 and December 31, 2024, the balance of the investment for qualified affordable housing projects was $1.1 million and $1.3 million, respectively. These balances are reflected in Other Assets on the Consolidated Balance Sheets. Total unfunded commitments related to the investments in qualified affordable housing projects totaled zero at both September 30, 2025 and December 31, 2024.

During the three months ended September 30, 2025 and September 30, 2024, the Company recognized amortization expense of $67 thousand and $74 thousand, respectively. Amortization expense during thenine months ended September 30, 2025 and 2024 was $202 thousand and $221 thousand, respectively. Amortization expense is included in income tax expense on the Consolidated Statements of Income.

Total estimated credits to be received during 2025 are$275 thousand based on the most recent quarterly estimates received from the funds. Total tax credits and other tax benefits recognized during the nine months ended September 30, 2025 and 2024, were$206 thousand and $228 thousand, respectively.

NOTE 12. Recent Accounting Pronouncements and Other Authoritative Guidance

Pending Adoption

In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, "Income Taxes (Topic 740), Improvements to Income Tax Disclosures." The amendments in this ASU require an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, which is greater than five percent of the amount computed by multiplying pretax income by the entity's applicable statutory rate, on an annual basis. Additionally, the amendments in this ASU require an entity to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions that are equal to or greater than five percent of total income taxes paid (net of refunds received). Lastly, the amendments in this ASU require an entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. This ASU was effective for the Company on January 1, 2025 and will be presented in its annual financial statements on Form 10-K for the year ended December 31, 2025. The Company does not expect there to be a material impact on its consolidated financial statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not currently expected to have a material effect on the Company's financial position, results of operations or cash flows.

NOTE 13. Revenue Recognition

Substantially all of the Company's revenue from contracts with customers that is within the scope of ASC 606, "Revenue from Contracts with Customers" is reported within noninterest income. A limited amount of other in-scope items such as gains and losses on other real estate owned are recorded in noninterest expense. The recognition of interest income and certain sources of noninterest income (e.g. gains on securities transactions, bank owned life insurance income, etc.) are governed by other areas of U.S. GAAP. Significant revenue streams that are within the scope of ASC 606 and included in noninterest income are discussed in the following paragraphs.

Income from Fiduciary Activities

Trust asset management fee income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. Optional services such as real estate sales and tax return preparation services are also available to existing trust and asset management customers. The Company’s performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.

Service Charges on Deposit Accounts

Service charges on deposit accounts are principally comprised of overdrawn account fees, account maintenance charges and other activity based fees. The Company’s performance obligations on revenue generated from deposit accounts are generally satisfied immediately, when the transaction occurs, or by month-end. Typically, the duration of a contract does not extend beyond the services performed. Due to the short duration of most customer contracts which generate these sources of noninterest income, no significant judgments must be made in the determination of the amount and timing of revenue recognized.

Other Service Charges and Fees

The majority of the Company’s noninterest income is derived from short term contracts associated with services provided for other ancillary services such as ATM fees, brokerage commissions and loan servicing fees. The Company’s performance obligations on revenue generated from these ancillary services are generally satisfied immediately, when the transaction occurs, or by month-end. Typically, the duration of a contract does not extend beyond the services performed. Due to the short duration of most customer contracts which generate these sources of noninterest income, no significant judgments must be made in the determination of the amount and timing of revenue recognized.

The Company earns interchange fees from credit cardholder transactions conducted through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized no less than monthly.

Noninterest income (loss) and the related amounts that are from contracts with customers within the scope of ASC 606 disaggregated by major source, for thethree and nine months ended September 30, 2025 and 2024 consisted of the following:

Three Months EndedSeptember 30, · Three Months EndedSeptember 30,
20252024
Revenue (1)ASC 606 Revenue (2)Revenue (1)ASC 606 Revenue (2)
(in thousands)
Noninterest income :
Wealth management fees
Trust asset management fees$1,428$1,428$1,163$1,163
Brokerage commissions399399352352
Service charges on deposit accounts
Overdrawn account fees425425406406
Monthly and other service charges133133112112
Other service charges and fees:
Interchange fees906906868868
ATM fees98989595
Other charges and fees147169154167
(Loss) on the sale and disposal of bank premises and equipment(2)(2)——
Gain on sale of loans1,012—627—
Small business investment company income58—496—
Bank owned life insurance income268—930—
Other operating income2931034837
Total noninterest income$5,165$3,659$5,251$3,200

(1)

As reported in the Unaudited Consolidated Statements of Income.

(2)

Revenue from contracts with customers in scope of ASC 606.

Nine Months EndedSeptember 30, · Nine Months EndedSeptember 30,
20252024
Revenue (1)ASC 606 Revenue (2)Revenue (1)ASC 606 Revenue (2)
(in thousands)
Noninterest income :
Wealth management fees
Trust asset management fees$4,056$4,056$3,227$3,227
Brokerage commissions1,1021,1021,0171,017
Service charges on deposit accounts
Overdrawn account fees1,1891,1891,1091,109
Monthly and other service charges378378319319
Other service charges and fees:
Interchange fees2,6712,6712,5752,575
ATM fees282282268268
Other charges and fees230263407398
(Loss) on the sale and disposal of bank premises and equipment(18)(18)(11)(11)
(Loss) on sale of securities(12,425)———
Gain on sale of loans2,545—1,280—
Small business investment company income211—882—
Bank owned life insurance income819—1,721—
Other operating income488273242213
Total noninterest income$1,528$10,196$13,036$9,115

(1)

As reported in the Unaudited Consolidated Statements of Income.

(2)

Revenue from contracts with customers in scope of ASC 606.

Contract Balances

The Company’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of September 30, 2025 and December 31, 2024, the Company did not have any significant contract balances.

NOTE 14. Borrowings

On March 31, 2022, the Company entered into Subordinated Note Purchase Agreements with certain purchasers pursuant to which the Company issued and sold $30.0 million in aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due April 1, 2032 (the “Notes”).

The Notes were structured to qualify as Tier 2 capital for regulatory capital purposes at the holding company and bear an initial interest rate of 4.50% until April 1, 2027, with interest during this period payable semi-annually in arrears. From and including April 1, 2027, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to three-month SOFR, plus 2.35%, with interest during this period payable quarterly in arrears. The Notes are redeemable by the Company at its option, in whole or in part, on or after April 1, 2027. Initial debt issuance costs were $673 thousand. The debt balance of $30.0 million is presented net of unamortized issuance costs of $438 thousand at September 30, 2025.

The Company had $40.0 million in total borrowings with the Federal Home Loan Bank of Atlanta ("FHLB") at September 30, 2025, classified as long-term borrowings. The interest rate on the $40 million long-term borrowings with the FHLB is 4.83%and isdue in 2026. At December 31, 2024, the Company had $95.0 million in long-term and $25.0 million in short-term outstanding borrowings with the FHLB. The Company had $80.5 million in irrevocable letters of credit at September 30, 2025 with the FHLB to secure public deposits.

NOTE 15. Derivatives

The Company uses derivative financial instruments primarily to manage risks to the Company associated with changing interest rates, and to assist customers with their risk management objectives. Derivative contracts that are not designated in a qualifying hedging relationships include customer accommodation loan swaps.

On August 15, 2024, the Company executed a 2-year,3.862% pay-fixed portfolio layer method fair value swap, designated as a hedging instrument, with a total notional amount of $35.0 million. The Company receives a variable rate equal to the daily secured overnight financing rate ("SOFR"). This swap will terminate on August 15, 2026. The Company designated the fair value swap under the portfolio layer method ("PLM"). Under this method, the hedged item is designated as a hedged layer of a closed portfolio of financial loans that is anticipated to remain outstanding for the designated hedged period. Adjustments will be made to record the swap at fair value as either an other asset or other liability on the Consolidated Balance Sheets, with changes in fair value recognized in net loans. The carrying value of the fair value swap on the Consolidated Balance Sheets will also be adjusted through loan interest income, based on changes in the fair value attributable to changes in the hedged risk.

The following table represents the carrying value of the portfolio layer method hedged asset and the cumulative fair value hedging adjustment included in the carrying value of the hedged asset as of September 30, 2025 and December 31, 2024.

September 30, 2025December 31, 2024
Carrying Amount of Hedged AssetCumulative Amount of Fair Value AdjustmentCarrying Amount of Hedged AssetCumulative Amount of Fair Value Adjustment
(in thousands)
Loans receivable (1)$35,092$92$34,916$(84)

(1) These amounts include the amortized cost basis of closed portfolios of fixed rate loans used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolio anticipated to be outstanding for the hedged period. As of September 30, 2025, the amortized cost basis of the closed portfolio used in this hedging relationship was$495.7 million and the cumulative basis adjustment associated with this hedging relationship was $92 thousand. At September 30, 2025, the amount of the designated hedged item was $35.0 million.

The following table summarizes the effect of the fair value hedging relationship recognized in the Consolidated Statements of Income for thethree and nine months ended September 30, 2025.

Three Months Ended · Nine Months Ended
September 30,September 30,
2025202420252024
(in thousands)
Hedged asset$41$61$124$61
Fair value derivative designated as hedging instrument87137
Total gain recognized in the consolidated statement of income within interest and fees on loans$49$68$137$68

The Company enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Bank simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and offsetting terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Company receives a floating rate. These back-to-back loan swaps are derivative financial instruments and are reported at fair value in “other assets” and “other liabilities” in the Consolidated Balance Sheets. Changes in the fair value of loan swaps are recorded in other noninterest income and sum to zero because of the offsetting terms of the swaps with borrowers and the swaps with dealer counterparties.

The following tables summarize key elements of the Company's derivative instruments at September 30, 2025 and December 31, 2024.

Notional AmountAssetsLiabilities
(in thousands)
Derivatives designated as hedging instruments:
Fair value swap$35,000$—$69
Derivatives not designated as hedging instruments:
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower$44,046$636$491
Matched interest rate swaps with counterparty44,046491636
Notional AmountAssetsLiabilities
(in thousands)
Derivatives designated as hedging instruments:
Fair value swap$35,000$93$—
Derivatives not designated as hedging instruments:
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower$44,203$276$1,190
Matched interest rate swaps with counterparty44,2031,190276

NOTE 16. Business Segments

The Company hasthree reportable operating segments: community banking, marine lending and wealth management.

The community banking segment offers a wide range of retail and community banking services in the form of loan and deposit products. Revenues consist primarily of net interest income related to investments in non-marine loans and securities and outstanding deposits and borrowings, fees earned on deposit accounts and debit card interchange activity. During the first quarter of 2025 the Company sold available for sale securities with an amortized cost of $99.2 million, which resulted in a net realized pre-tax loss of $12.4 million. This loss on the sale of securities is the main driver of the community banking segment's reported net loss, total noninterest loss and income tax benefit for thenine months ended September 30, 2025.

Revenue from marine lending operations consist primarily of net interest income related to commercial and consumer marine vessel loans originated through August 2023, at which time the Company ceased accepting new marine lending business. The balance of the marine loan portfolio, which constitutes a significant portion of the Company's assets, revenues, and earnings, totaled $185.9 million and $210.1 million at September 30, 2025 and December 31, 2024, respectively. This balance will continue to decline as the loans are repaid.

The wealth management segment offers both a trust department and investment services. Trust department services include a full range of personal and retirement plan services, and investment services products include, among other products, annuities, IRA's, life insurance, fixed income investing, and full service or discount brokerage services. Non-deposit investment products are offered through a third-party service provider.

Financial information of the parent company is included in the "All Other" category. The parent company's revenue and expenses are comprised primarily of interest expense associated with subordinated debt.

The Company's segment structure reflects the financial information and reports used by our chief operating decision maker to make decisions regarding the business, including resource allocations and performance. Our Chief Executive Officer is the chief operating decision maker ("CODM"). We evaluate performance and allocate resources based on the operating income of each operating segment. The CODM uses segment operating income in the annual budget process. The operating income of each operating segment includes the revenues of the segment less expenses that are directly related to those revenues. Operating overhead, shared costs and share-based compensation costs are included in Community Banking. As such, expenses may not be representative of the costs expected to be incurred if the specific business segments operated as stand-alone entities. The Company expects it will continue to evaluate its business segments and internal reporting structure, including the production of discrete financial information to the CODM.

The following tables provide income and asset information as of September 30, 2025 and December 31, 2024 and for three and nine months ended September 30, 2025 and 2024, which are included within the Consolidated Balance Sheets and Consolidated Statements of Income.

Three Months Ended
Community BankingMarine LendingWealth ManagementAll OtherEliminationsConsolidated
(in thousands)
Interest Income$23,429$2,504$—$—$—$25,933
Interest Expense7,466914—354—8,734
Net Interest Income (Expense)15,9631,590—(354)—17,199
Gain on sales of loans1,012————1,012
Other noninterest income2,284—1,869——4,153
Net Revenue (Expense)19,2591,5901,869(354)—22,364
Provision for credit losses551561———1,112
Salaries and employee benefits8,115—57626—8,717
Occupancy expenses667—24——691
Professional fees394——99—493
Data processing fees450—19——469
Other noninterest expense3,657962201—3,974
Total Noninterest Expenses13,28396839126—14,344
Income (loss) before taxes5,4259331,030(480)—6,908
Income tax expense (benefit)1,011198216(101)—1,324
Net Income (Loss)$4,414$735$814$(379)$—$5,584
Other data:
Capital expenditures$354$—$26$—$—$380
Depreciation and amortization265—4116—322
Three Months Ended
Community BankingMarine LendingWealth ManagementAll OtherEliminationsConsolidated
(in thousands)
Interest Income$20,626$3,060$—$—$—$23,686
Interest Expense8,7301,445—354—10,529
Net Interest Income (Expense)11,8961,615—(354)—13,157
Gain on sales of loans627————627
Other noninterest income3,109—1,515——4,624
Net Revenue (Expense)15,6321,6151,515(354)—18,408
Provision for (recovery of) credit losses1,609(65)———1,544
Salaries and employee benefits7,084—43925—7,548
Occupancy expenses509—21——530
Professional fees345(3)—66—408
Data processing fees676—3——679
Other noninterest expense3,3431172641—3,725
Total Noninterest Expenses11,95711472792—12,890
Income (loss) before taxes2,0661,566788(446)—3,974
Income tax expense (benefit)145328166(89)—550
Net Income (Loss)$1,921$1,238$622$(357)$—$3,424
Other data:
Capital expenditures$231$—$—$—$—$231
Depreciation and amortization431—3217—$480
Nine Months Ended
Community BankingMarine LendingWealth ManagementAll OtherEliminationsConsolidated
(in thousands)
Interest Income$66,383$7,867$—$—$—$74,250
Interest Expense23,8063,148—1,063—28,017
Net Interest Income (Expense)42,5774,719—(1,063)—46,233
Gain on sales of loans2,545————2,545
(Loss) on the sale of securities(12,425)————(12,425)
Other noninterest income6,122—5,286——11,408
Net Revenue (Expense)38,8194,7195,286(1,063)—47,761
Provision for credit losses2,722291———3,013
Salaries and employee benefits22,086—1,57778—23,741
Occupancy expenses1,886—65——1,951
Professional fees1,41410—273—1,697
Data processing fees1,598—54——1,652
Other noninterest expense10,35031660223—11,291
Total Noninterest Expenses37,3343262,298374—40,332
(Loss) income before taxes(1,237)4,1022,988(1,437)—4,416
Income tax (benefit) expense(640)863627(314)—536
Net (Loss) Income$(597)$3,239$2,361$(1,123)$—$3,880
Other data:
Capital expenditures$1,153$—$26$—$—$1,179
Depreciation and amortization1,106—9850—1,254
Nine Months Ended
Community BankingMarine LendingWealth ManagementAll OtherEliminationsConsolidated
(in thousands)
Interest Income$57,625$9,702$—$—$—$67,327
Interest Expense24,2394,297—1,063—29,599
Net Interest Income (Expense)33,3865,405—(1,063)—37,728
Gain on sales of loans1,280————1,280
Other noninterest income7,512—4,244——11,756
Net Revenue (Expense)42,1785,4054,244(1,063)—50,764
Provision for credit losses1,902298———2,200
Salaries and employee benefits20,708221,28175—22,086
Occupancy expenses1,503—66——1,569
Professional fees1,20110—214—1,425
Data processing fees1,797—5——1,802
Other noninterest expense9,72743572211—10,895
Total Noninterest Expenses34,9364672,074300—37,777
Income (loss) before taxes5,3404,6402,170(1,363)—10,787
Income tax expense (benefit)466974456(266)—1,630
Net Income (Loss)$4,874$3,666$1,714$(1,097)$—$9,157
Other data:
Capital expenditures$743$—$3$—$—$746
Depreciation and amortization1,014—9551—1,160
Community BankingMarine LendingWealth ManagementAll OtherEliminationsConsolidated
Total assets at September 30, 2025$1,735,809$193,046$883$2,735$—$1,932,473
Total assets at December 31, 20241,645,219218,0559551,986—1,866,215
ContentsView on SEC.gov

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