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BANK OF THE JAMES FINANCIAL GROUP INC

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

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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 14, 2025

BOTJ$25.67+3.5%Stored close · as of Nov 10, 2026

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Item 1. Consolidated Financial Statements

ents

Consolidated Balance Sheets

(dollar amounts in thousands, except per share amounts) (2025 unaudited)

AssetsSeptember 30, 2025December 31, 2024
Cash and due from banks$ 28,450$ 23,287
Federal funds sold57,00150,022
Total cash and cash equivalents85,45173,309
Securities held-to-maturity, at amortized cost (fair value of $3,308 as of September 30, 2025 and $3,170 as of December 31, 2024) net of allowance for credit losses of $0 as of September 30, 2025 and December 31, 20243,5943,606
Securities available-for-sale, at fair value202,506187,916
Restricted stock, at cost1,8281,821
Loans, net of allowance for credit losses of $6,298 as of September 30, 2025 and $7,044 as of December 31, 2024653,288636,552
Loans held for sale3,7663,616
Premises and equipment, net18,83419,313
Interest receivable3,0013,065
Cash value - bank owned life insurance23,48022,907
Customer relationship intangible6,3056,725
Goodwill2,0542,054
Other assets16,01818,360
Total assets$ 1,020,125$ 979,244
Liabilities and Stockholders' Equity
Deposits
Noninterest bearing demand$ 132,848$ 129,692
NOW, money market and savings548,110522,208
Time238,838230,504
Total deposits919,796882,404
Capital notes, net-10,048
Other borrowings8,8369,300
Interest payable1,292722
Other liabilities13,22911,905
Total liabilities$ 943,153$ 914,379
Stockholders' equity
Common stock $2.14 par value; authorized 10,000,000 shares; issued and outstanding 4,543,338 as of September 30, 2025 and December 31, 20249,7239,723
Additional paid-in-capital35,25335,253
Accumulated other comprehensive loss(15,743)(22,915)
Retained earnings47,73942,804
Total stockholders' equity$ 76,972$ 64,865
Total liabilities and stockholders' equity$ 1,020,125$ 979,244

Consolidated Statements of Income

(dollar amounts in thousands, except per share amounts) (unaudited)

For the Three Months · For the Nine Months
Ended September 30,Ended September 30,
Interest Income2025202420252024
Loans$ 9,492$ 9,004$ 27,739$ 25,375
Securities
US Government and agency obligations5403691,5421,068
Mortgage backed securities3864421,1501,974
Municipals3953161,078927
Dividends15126359
Corporates136136407407
Interest bearing deposits150303400628
Federal Funds sold6579812,2642,569
Total interest income11,77111,56334,64333,007
Interest Expense
Deposits
NOW, money market and savings1,2731,4873,7794,145
Time Deposits2,1142,3756,1386,731
Finance leases16185058
Capital notes-92163278
Other borrowings6882244245
Total interest expense3,4714,05410,37411,457
Net interest income8,3007,50924,26921,550
Provison for (recovery of) credit losses9192(301)(584)
Net interest income after provision for‎ (recovery of) credit losses8,2097,41724,57022,134
Noninterest income
Gains on sale of loans held for sale1,2421,3263,6683,526
Service charges, fees and commissions1,0469913,0022,930
Wealth management fees1,3621,2443,9173,583
Life insurance income195189573531
Other29731340669
Gain on sales of available-for-sale securities, net27422782
Total noninterest income4,1693,82311,52711,321
Noninterest expenses
Salaries and employee benefits5,5164,92015,65014,256
Occupancy5235141,5901,493
Equipment6976402,0211,879
Supplies153131463397
Professional and other outside expense7256883,1942,125
Data processing3817941,9842,352
Marketing249220684481
Credit expense216190665612
FDIC insurance expense13294394329
Amortization of intangibles140140420420
Other4284451,3761,258
Total noninterest expenses9,1608,77628,44125,602
Income before income taxes3,2182,4647,6567,853
Income tax expense4664741,3571,527
Net Income$ 2,752$ 1,990$ 6,299$ 6,326
Weighted average shares outstanding - basic and diluted4,543,3384,543,3384,543,3384,543,338
Net income per common share - basic and diluted$ 0.61$ 0.44$ 1.39$ 1.39

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Consolidated Statements of Comprehensive Income

(dollar amounts in thousands) (unaudited)

For the Three Months · For the Nine Months Ended
Ended September 30,Ended September 30,
2025202420252024
Net Income$ 2,752$ 1,990$ 6,299$ 6,326
Other comprehensive income:
Unrealized gain on securities available-for-sale, net3,8377,1209,1054,934
Tax effect(806)(1,496)(1,912)(1,036)
Reclassification adjustment for gains included in net income(28)(42)(28)(82)
Tax effect79717
Other comprehensive income, net of tax3,0105,5917,1723,833
Comprehensive income$ 5,762$ 7,581$ 13,471$ 10,159

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Consolidated Statements of Cash Flows

(dollar amounts in thousands) (unaudited)

For the Nine Months Ended September 30,
20252024
Cash flows from operating activities
Net Income$ 6,299$ 6,326
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization993972
Net amortization and accretion of premiums and discounts on securities187506
Amortization of debt issuance costs24
Gain on sales of available-for-sale securities, net(27)(82)
Gain on sale of equipment(28)-
Gain on sales of loans held for sale(3,668)(3,526)
Proceeds from sales of loans held for sale150,446146,880
Origination of loans held for sale(146,928)(145,335)
Recovery of provision for credit losses(301)(584)
Amortization of intangibles420420
Bank owned life insurance income(573)(531)
Decrease in interest receivable64138
Decrease (increase) in other assets786(134)
Increase in interest payable570278
Increase in other liabilities1,4441,291
Net cash provided by operating activities$ 9,686$ 6,623
Cash flows from investing activities
Purchases of securities available-for-sale$ (29,411)$ (15,122)
Proceeds from maturities, calls and paydowns of securities available-for-sale19,52413,305
Proceeds from sales of securities available-for-sale4,22730,298
Purchases of bank owned life insurance-(599)
Purchases of restricted stock(7)(280)
Origination of loans, net of principal collected(16,218)(24,697)
Purchases of premises and equipment(532)(2,209)
Proceeds from sales of equipment46-
Purchase of SBIC fund(350)-
Net cash provided by (used in) investing activities$ (22,721)$ 696
Cash flows from financing activities
Net increase in deposits$ 37,392$ 29,151
Principal payments on finance lease obligations(337)(291)
Repayment of capital notes(10,050)-
Repayment of other borrowings(464)(446)
Dividends paid to common stockholders(1,364)(1,364)
Net cash provided by financing activities$ 25,177$ 27,050
Increase in cash and cash equivalents12,14234,369
Cash and cash equivalents at beginning of period$ 73,309$ 74,838
Cash and cash equivalents at end of period$ 85,451$ 109,207
Supplemental schedule of noncash investing and financing activities
Noncash transactions
Unrealized gains on securities available-for-sale$ 9,077$ 4,852
Supplemental disclosures of cash flow information
Cash transactions
Cash paid for interest$ 9,804$ 11,179
Cash paid for income taxes1,0401,300

Consolidated Statements of Changes in Stockholders’ Equity

For the Nine Months Ended September 30, 2025 and 2024

(dollars in thousands, except per share amounts) (unaudited)

Accumulated
Additional · Other
Shares · Common · Paid-in · Retained · Comprehensive
OutstandingStockCapitalEarnings(Loss)Total
Balance at December 31, 20234,543,338$ 9,723$ 35,253$ 36,678$ (21,615)$ 60,039
Net Income---2,188-2,188
Dividends paid on common stock ($0.10 per share)---(453)-(453)
Other comprehensive loss----(1,336)(1,336)
Balance at March 31, 20244,543,338$ 9,723$ 35,253$ 38,413$ (22,951)$ 60,438
Net Income---2,148-2,148
Dividends paid on common stock ($0.10 per share)---(457)-(457)
Repurchase of common stock
Other comprehensive loss----(422)(422)
Balance at June 30, 20244,543,338$ 9,723$ 35,253$ 40,104$ (23,373)$ 61,707
Net Income-1,9901,990
Dividends paid on common stock ($0.10 per share)-(454)(454)
Other comprehensive income-5,5915,591
Balance at September 30, 20244,543,338$ 9,723$ 35,253$ 41,640$ (17,782)$ 68,834
Balance at December 31, 20244,543,338$ 9,723$ 35,253$ 42,804$ (22,915)$ 64,865
Net Income---842-842
Dividends paid on common stock ($0.10 per share)---(455)-(455)
Other comprehensive income----3,0963,096
Balance at March 31, 20254,543,338$ 9,723$ 35,253$ 43,191$ (19,819)$ 68,348
Net Income---2,705-2,705
Dividends paid on common stock ($0.10 per share)---(454)-(454)
Other comprehensive income----1,0661,066
Balance at June 30, 20254,543,338$ 9,723$ 35,253$ 45,442$ (18,753)$ 71,665
Net Income---2,752-2,752
Dividends paid on common stock ($0.10 per share)---(455)-(455)
Other comprehensive income----3,0103,010
Balance at September 30, 20254,543,338$ 9,723$ 35,253$ 47,739$ (15,743)$ 76,972

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Notes to Consolidated Financial Statements

Note 1 – Basis of Presentation

Bank of the James Financial Group, Inc.’s (“Financial” or the “Company”) primary market area consists of the area commonly referred to as Region 2000 which encompasses theseven jurisdictions of the Town of Altavista, Amherst County, Appomattox County, the Town of Bedford, Bedford County, Campbell County, and the City of Lynchburg. Within the last several years, the Company expanded into Charlottesville, Roanoke, Blacksburg, Harrisonburg, Lexington, Rustburg, Wytheville, Buchanan, and Nellysford.

The unaudited consolidated financial statements have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission. In management’s opinion, the accompanying financial statements, which unless otherwise noted are unaudited, reflect all adjustments, consisting solely of normal recurring accruals, necessary for a fair presentation of the financial information as of September 30, 2025 and December 31, 2024, and for thethree and nine months ended September 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Additional information concerning the organization and business of Financial, accounting policies followed, and other related information is contained in Financial’s Annual Report on Form 10-K for the year ended December 31, 2024. These financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes for the year ended December 31, 2024 included in Financial’s Annual Report on Form 10-K. Results for thethree and nine-month periods ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

In connection with the acquisition of Pettyjohn, Wood & White, Inc. (“PWW”), the Company’s wholly-owned investment advisory subsidiary, the Company recorded an intangible asset for customer relationships in the amount of$8,406,000. The Company is using straight-line amortization over a period of 15 years, resulting in annual amortization of approximately $560,000. As of September 30, 2025 and December 31, 2024, the intangible asset, net of amortization, was$6,305,000 and$6,725,000, respectively.

Note 2 –Significant Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions that affect the amounts reported in thefinancial statements and accompanying notes. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for credit losses on loans (“ACL”).

Significant Accounting Policies and Estimates

Application of the principles of GAAP and practices within the banking industry requires management to make estimates, assumptions, and judgments that affect the amounts reported in thefinancial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of thefinancial statements; accordingly, as this information changes, thefinancial 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.

The Company’s significant accounting policies followed in the preparation of the unaudited consolidated financial statements are disclosed in Note 2 of the audited financial statements and notes for the year ended December 31, 2024 and are contained in the Company’s 2024 Annual Report on Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2024.

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Note 3 – Earnings Per Common Share (EPS)

The following is a summary of the earnings per share calculation for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands except per share data):

Three Months Ended · Nine Months Ended
Sept 30,Sept 30,
2025202420252024
Net income$ 2,752$ 1,990$ 6,299$ 6,326
Weighted average number of shares outstanding - basic and diluted4,543,3384,543,3384,543,3384,543,338
Earnings per common share - basic and diluted$ 0.61$ 0.44$ 1.39$ 1.39

There wereno potentially dilutive shares outstanding as of September 30, 2025 and 2024. Consequently, the weighted average shares and weighted average diluted shares were identical.

Note 4 – Debt

Capital Notes

On April 13, 2020, the Company commenced a private placement of unregistered, unsecured subordinated notes (the “2020 Offering”). Between April 13, 2020 and July 8, 2020, the Company issued an aggregate principal amount of $10,050,000 of 3.25% fixed-rate notes (the “2020 Notes”). Interest was payable quarterly in arrears.

The 2020 Notes matured and were payable in full on June 30, 2025. On the maturity date, the Company repaid the entire $10,050,000 principal plus accrued interest of approximately $82,000. The $10,050,000 cash outflow is presented in the financing activities section of the Consolidated Statement of Cash Flows.

As of September 30, 2025, there wasno remaining balance outstanding under the 2020 Notes. At December 31, 2024, the balance of the 2020 Notes was $10,050,000, presented net of unamortized issuance costs on the Consolidated Balance Sheet.

Other Long Term Debt

On December 29, 2021, Financial borrowed $11,000,000 from National Bank of Blacksburg (“NBB”) pursuant to a secured promissory note (the “NBB Note”). Prior to the modifications described below, the NBB Note bore interest at a rate of 4.00% and was being amortized over afifteen-year period, with a balloon payment of approximately $9,375,000 due on December 31, 2024. The note is secured by a first-priority lien on approximately 4.95% of the Bank’s common stock. A portion of the proceeds was used to purchase 100% of the capital stock of PWW, the Company’s wholly-owned investment advisory subsidiary.

On June 30, 2022, NBB agreed to modify the terms of the NBB Note, effective July 1, 2022. Pursuant to that modification, the balloon payment date was extended to December 31, 2026, from December 31, 2024, and the interest rate was reduced to 3.90% from 4.00%.

On August 18, 2025, the Company entered into a Second Note Modification Agreement and Allonge (the “Second Allonge”) with NBB, effective September 1, 2025. Under the Second Allonge, the maturity date of the NBB Note was extended to August 31, 2030, the interest rate was increased to 5.65% per annum (from 3.90%), and the repayment terms were re-amortized to require 60 equal monthly installments of principal and interest of approximately $61,800, beginning September 30, 2025, with a final balloon payment of approximately $7,410,000 due at maturity. The Second Allonge also provides the Company with an option, upon any prepayment of principal of $1,000,000 or more, to request a one-time recast of the amortization schedule over the remaining term of the loan without altering the maturity date or interest rate.

Note 4 – Debt (continued)

As of September 30, 2025, the outstanding principal balance on the NBB Note was approximately $8.8 million. The note remains secured by a first-priority lien on approximately 4.95% of the Bank’s common stock.

Management evaluated the Second Allonge in accordance with the applicable guidance and determined that the changes represent a modification rather than an extinguishment of the existing debt. Accordingly, the carrying amount of the NBB Note continues to be presented on the Consolidated Balance Sheets under “other borrowings,” net of unamortized issuance costs.

Note 5 –Fair Value Measurements

Determination of Fair Value

The Company uses fair value measurements to record adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the Fair Value Measurements and Disclosures topic of FASB ASC 820, the fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability (an “exit price”) in the principal or most advantageous market, in an orderly transaction between market participants at the measurement date.

Fair value is best determined based on quoted market prices. However, in many instances, quoted market prices are not available for the Company’s various financial instruments. In such cases, fair values are estimated using present value or other valuation techniques. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, emphasizing exit price in the principal or most advantageous market, and in an orderly transaction (not a forced liquidation or distressed sale) between market participants at the measurement date, under current market conditions. If there has been a significant decrease in the volume and level of activity for an asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact depends on the facts and circumstances and requires significant judgment. The fair value selected should be a reasonable point within the range most representative of fair value under current market conditions.

Fair Value Hierarchy

In accordance with this guidance, the Company groups itsfinancial assets andfinancial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs 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 thefinancial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Fair Value on a Recurring Basis

Securities Available-for-Sale

Fair values of securities available-for-sale are based on quoted prices available in an active market. If quoted prices are available, these securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government bonds, mortgage products, and exchange-traded equities. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow.

Level 2 securities 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. Currently, all of the Company’s securities are considered Level 2 securities.

Derivatives Assets/Liabilities – Interest Rate Lock Commitments (IRLCs)

The Company recognizes IRLCs at fair value based on the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis while taking into consideration the probability that the rate lock commitments will close. All of the Company’s IRLCs are classified as Level 3.

The below tables summarize the Company’sfinancial assets that were measured at fair value on a recurring basis during the period presented.

Quoted Prices · Significant
in Active · Other · Significant
Balance as ofMarkets forObservableUnobservable
(dollars in thousands)September 30,Identical AssetsInputsInputs
Description2025(Level 1)(Level 2)(Level 3)
U.S. agency obligations$ 76,200$ -$ 76,200$ -
Mortgage-backed securities58,309-58,309-
Municipals53,145-53,145-
Corporates14,852-14,852-
Total available-for-sale securities$ 202,506$ -$ 202,506$ -
IRLCs - asset136--136
Total assets at fair value$ 202,642$ -$ 202,506$ 136
Quoted Prices · Significant
in Active · Other · Significant
Balance as ofMarkets forObservableUnobservable
(dollars in thousands)December 31,Identical AssetsInputsInputs
Description2024(Level 1)(Level 2)(Level 3)
U.S. agency obligations$ 73,060$ -$ 73,060$ -
Mortgage-backed securities58,973-58,973-
Municipals41,561-41,561-
Corporates14,322-14,322-
Total available-for-sale securities$ 187,916$ -$ 187,916$ -
IRLCs - asset42--42
Total assets at fair value$ 187,958$ -$ 187,916$ 42

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The following table provides additional quantitative information about assets measured at fair value on a recurring basis and for which we utilize Level 3 inputs to determine fair value:

Quantitative information about Level 3 Fair Value Measurements for September 30, 2025
(dollars in thousands)
Fair ValueValuation Technique(s)Unobservable InputRange
Assets
IRLCs – asset$136Market approachRange of pull through rate70% - 100% (85%)

(1) Weighted based on the relative value of the instruments

Quantitative information about Level 3 Fair Value Measurements for December 31, 2024
(dollars in thousands)
Fair ValueValuation Technique(s)Unobservable InputRange (Weighted Average) (1)
Assets
IRLCs - asset$42Market approachRange of pull through rate70% - 100% (85%)

There wereno transfers offinancial assets between hierarchy levels during the three and nine month period ending September 30, 2025.

Fair Value on a Non-recurring Basis

Collateral Dependent Loans with an ACL

In accordance with ASC 326, the Company may determine that an individual loan exhibits unique risk characteristics which differentiate it from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay, collateral deficiencies, the relative risk grade of the loan, and economic conditions affecting the borrower’s industry, among other factors.

A loan is considered collateral dependent when, based on management’s assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In these cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. The Company reevaluates the fair value of collateral supporting collateral dependent loans on a quarterly basis. The fair value of real estate collateral supporting such loans is evaluated by appraisal services using methodologies consistent with the Uniform Standards of Professional Appraisal Practice. Based the review of management, no nonrecurring fair value adjustments were needed on collateral dependent loans at September 30, 2025 or December 31, 2024.

Loans Held for Sale

Loans held for sale are carried at cost, which approximates estimated fair value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on prices currently offered by secondary markets for similar loans using observable market data, which is not materially different from cost due to the short duration between origination and sale (Level 2). As such, the Company records fair value adjustments on a nonrecurring basis. At September 31, 2025 and December 31, 2024 the Company held $3,766 and $3,616 at fair value, respectively. No nonrecurring fair value adjustments were recorded on loans held for sale at September 30, 2025 or December 31, 2024. Gains and losses on the sale of loans are recorded within “Gain on sales of loans held for sale” on the Consolidated Statements of Income.

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Financial Instruments

FASB ASC 825, Financial Instruments, requires disclosure about fair value offinancial instruments, including those financial assets andfinancial liabilities that are not required to be measured and reported at fair value on a recurring or nonrecurring basis. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. The carrying amounts and estimated fair values of the Company’sfinancial instruments are presented in the following tables whether or not recognized on the Consolidated Balance Sheets at fair value.

The estimated fair values, and related carrying or notional amounts, of Financial’sfinancial instruments and their placement in the fair value hierarchy at September 30, 2025, and December 31, 2024, were as follows (dollars in thousands):

Fair Value Measurements at September 30, 2025 using
Carrying
AssetsAmounts(Level 1)(Level 2)(Level 3)Balance
Cash and due from banks$ 28,450$ 28,450$ -$ -$ 28,450
Federal funds sold57,00157,001--57,001
Securities
Available-for-sale202,506-202,506-202,506
Held-to-maturity, net3,594-3,308-3,308
Restricted stock1,828-1,828-1,828
Loans, net (1)653,288--640,567640,567
Loans held for sale3,766-3,766-3,766
Interest receivable3,001-3,001-3,001
BOLI23,480-23,480-23,480
Derivatives - IRLCs136---136
Liabilities
Checking, money market, savings and NOW$ 680,958$ -$ 680,958$ -$ 680,958
Time deposits238,838-238,884-238,884
Other borrowings8,836-8,437-8,437
Interest payable1,292-1,292-1,292

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Note 5 – Fair Value Measurements (continued)

Fair Value Measurements at December 31, 2024 using
Carrying
AssetsAmounts(Level 1)(Level 2)(Level 3)Balance
Cash and due from banks$ 23,287$ 23,827$ -$ -$ 23,827
Federal funds sold50,02250,022--50,022
Securities-
Available-for-sale187,916-187,916-187,916
Held-to-maturity3,606-3,170-3,170
Restricted stock1,821-1,821-1,821
Loans, net (1)636,552--613,984613,984
Loans held for sale3,616-3,616-3,616
Interest receivable3,065-3,065-3,065
Cash value - bank owned life insurance22,907-22,907-22,907
Derivatives - IRLCs42--4242
Liabilities
Checking, money market, savings and NOW$ 651,895$ -$ 651,895$ -$ 651,895
Time deposits230,509230,027$ 230,027
Capital notes10,048-9,836-9,836
Other borrowings9,300-8,929-8,929
Interest payable722-722-722

(1) Carrying amount is net of unearned income and the ACL.

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Note 6 – Securities

The following tables summarize the Bank’s holdings for securities held-to-maturity and available-for-sale as of September 30, 2025 and December 31, 2024 (dollars in thousands) are summarized below:

Amortized · Gross Unrealized
CostsGains(Losses)Fair Value
Held-to-Maturity
U.S. agency obligations$ 3,594$ -$ (286)$ 3,308
Available-for-sale
U.S. agency obligations$ 80,044$ 475$ (4,319)$ 76,200
Mortgage-backed securities65,55869(7,318)58,309
Municipals61,331192(8,378)53,145
Corporates15,5012(651)14,852
$ 222,434$ 738$ (20,666)$ 202,506
Amortized · Gross Unrealized
CostsGains(Losses)Fair Value
Held-to-Maturity
U.S. agency obligations$ 3,606$ -$ (436)$ 3,170
Available-for-sale
U.S. agency obligations$ 79,976$ -$ (6,916)$ 73,060
Mortgage-backed securities69,3129(10,348)58,973
Municipals52,123-(10,562)41,561
Corporates15,510-(1,188)14,322
$ 216,921$ 9$ (29,014)$ 187,916

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Note 6 – Securities (continued)

The following tables summarize the fair value of securities available-for-sale as of September 30, 2025 and as of December 31, 2024 and the corresponding amounts of unrealized losses. Management uses the valuation as of month-end in determining when securities are in an unrealized loss position(dollars in thousands):

September 30, 2025 · Less than 12 months · More than 12 months · Total
Fair · Unrealized · Fair · Unrealized · Fair · Unrealized
Value · Losses · Value · Losses · Value · Losses
Available-for-sale
U.S. agency obligations$2,047$47$49,495$4,272$51,542$4,319
Mortgage-backed securities--54,2387,31854,2387,318
Municipals560341,7888,37542,3488,378
Corporates--13,84965113,849651
$2,607$50$159,370$20,616$161,977$20,666
December 31, 2024Less than 12 monthsMore than 12 monthsTotal
Fair · Unrealized · Fair · Unrealized · Fair · Unrealized
Value · Losses · Value · Losses · Value · Losses
Available-for-sale
U.S. agency obligations$11,455$324$61,606$6,592$73,060$6,916
Mortgage-backed securities4,02617654,20710,17258,23310,348
Municipals1,8473139,71410,53141,56110,562
Corporates7,3926086,93058014,3221,188
$24,720$1,139$162,457$27,875$187,176$29,014

As of September 30, 2025, the Company owned 109 securities that were in an unrealized loss position. Of these securities,27 were S&P rated AAA,71 were rated AA,4 were rated A,2 were rated BBB, and 5 were non-rated. As of September 30, 2025,53 of these securities were municipal issues,44 were backed directly or indirectly by the U.S. government, and 10 were issues of publicly traded domestic corporations, and 2 were issues of non-public financial institutions. The Company monitors its municipal and corporate securities by periodically reviewing the issuer’s cash flow and revenue streams, as well as other economic factors that could affect the issuer’s ability to service and/or repay the debt.

The Company has evaluated available-for-sale securities in an unrealized loss position for credit-related impairment at September 30, 2025, and concluded no impairment existed based on a combination of factors, which included: (1) the securities are of high credit quality; (2) unrealized losses are primarily the result of market volatility and increases in market interest rates; (3) the contractual terms of the investments do not permit the issuers to settle the securities at a price less than the par value of each investment; (4) issuers continue to make timely principal and interest payments; and (5) the Company does not intend to sell any of the investments before recovery of its amortized cost basis, nor is it likely that management will be required to sell the securities. As such, there wasno allowance for credit losses on available-for-sale securities at September 30, 2025.

The Company’s held-to-maturity portfolio is covered by the explicit or implied guarantee of the United States government or one of its agencies and is rated investment grade or higher. As a result, the Company did not have an allowance for credit losses on held-to-maturity securities as of September 30, 2025 or December 31, 2024.

All held-to-maturity and available-for-sale securities were current, with no securities past due or on nonaccrual as of September 30, 2025 and December 31, 2024. Sales of available-for-sale securities totaled $4,227,000 during the three and nine months ended September 30, 2025. Sales of available-for-sale securities totaled $8,754,000 and $30,298,000 during the three and nine months ended September 30, 2024.

Note 6 – Securities (continued)

As of September 30, 2025 and December 31, 2024, the Company had approximately (market values):

$51,116,000 and $44,865,000 , respectively, of available-for-sale securities pledged as collateral for public deposits;

$34,000,000 and $37,000,000 of our available-for-sale securities as collateral with correspondent banks, including the FHLBA, for collateralized lines of credit; and

$25,000,000 and $29,000,000 of our available-for-sale securities as collateral for advances at the Federal Reserve Bank’s discount window.

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

Investment Portfolio in Maturities (in thousands)September 30, 2025
Amortized
CostsFair Value
Held-to-maturity:
Due in one year or less$ -$ -
Due after one year through five years399387
Due after five years through ten years2,0181,896
Due after ten years1,1771,025
Total securities Held-to-maturity$ 3,594$ 3,308
Amortized
CostsFair Value
Available-for-sale:
Due in one year or less$ 2,500$ 2,485
Due after one year through five years57,99755,389
Due after five years through ten years63,01958,579
Due after ten years98,91886,053
Total securities Available-for-sale$ 222,434$ 202,506

‎

Note 7 – Business Segments

Segment Overview

The Company reports three business segments:

  1. Community Banking – Provides loans, deposits, and related banking services to retail and commercial customers primarily in Central Virginia. Revenue is primarily from net interest income.

  2. Mortgage Banking – Originates residential mortgage loans for sale into the secondary market, typically with servicing released. Revenue consists mainly of gains on loan sales.

  3. Investment Advisory – Offers investment advisory andfinancial planning services through Pettyjohn, Wood & White, Inc. Revenue is primarily fee-based, tied to assets under management (AUM).

Segments refer business to one another when appropriate. Robert R. Chapman III, President of Financial, is the Chief Operating Decision Maker (CODM). The CODM evaluates performance and allocates resources based on segment profit (pre-tax income). Supplemental data regularly reviewed by the CODM includes total loans held for investment, total deposits, and assets under management (AUM), as these metrics provide additional insights into segment performance. Segment accounting policies are consistent with those in the consolidated financial statements.

Significant Expense Categories. Significant segment expenses reviewed regularly by the CODM and included in segment profit measures are separately presented. For the three and nine months ended September 30, 2025 and 2024, these significant approximate expenses included:

Community Banking: Salaries and employee benefits ($4.16 million and $11.92 million for the three and nine months ended September 30, 2025; and $3.66 million and $10.81 million for the three and nine months ended September 30, 2024); data processing ($381 thousand and $1.98 million in 2025; and $794 thousand and $2.35 million in 2024); professional and other outside expenses ($689 thousand and $3.059 million in 2025; and $645 thousand and $1.98 million in 2024); equipment ($664 thousand and $1.94 million in 2025; and $618 thousand and $1.80 million in 2024); and occupancy ($447 thousand and $1.48 million in 2025; and $446 thousand and $1.40 million in 2024).

Mortgage Banking: Salaries and employee benefits ($919 thousand and $2.44 million in 2025; and $835 thousand and $2.16 million in 2024); credit-related expenses ($158 thousand and $509 thousand in 2025; and $152 thousand and $457 thousand in 2024); and occupancy costs ($39 thousand and $98 thousand in 2025; and $25 thousand and $86 thousand in 2024).

Investment Advisory: Salaries and employee benefits ($432 thousand and $1.29 million in 2025; and $427 thousand and $1.29 million in 2024); and amortization of intangible assets ($140 thousand and $420 thousand in both 2025 and 2024).

Expenses not identified as significant are presented within “Other segment items” and include general and administrative costs that support the segments’ operations, including travel, liability and property insurance, and contribution expenses.

Supplemental Segment Data

Supplemental data regularly reviewed by the CODM includes total loans held for investment, total deposits, and assets under management (AUM), as these metrics provide additional insights into segment performance:

Community Banking: Total loans held for investment, net of allowance, were $653.3 million at September 30, 2025, compared to $636.6 million at December 31, 2024, and $627.1 million at September 30, 2024. Deposits totaled $922.1 million at September 30, 2025, $882.4 million at December 31, 2024, and $909.5 million at September 30, 2024.

Investment Advisory: Assets under management (AUM) were $984.7 million at September 30, 2025, compared to $854.0 million at December 31, 2024, and $842.8 million at September 30, 2024.

Business Segments as of the Three Months Ended
September 30, 2025
Dollars in ThousandsCommunity BankingMortgage BankingInvestment AdvisoryHolding CompanyEliminations (1)Consolidated
Interest income$ 11,771$ -$ -$ -$ -$ 11,771
Interest expense3,437--68(34)3,471
Net interest income8,334--(68)348,300
Gains on sales of loans-1,242---1,242
Wealth management fees--1,362--1,362
Other noninterest income1,594--2,835(2,864)1,565
Net revenue9,9281,2421,3622,767(2,830)12,469
Less:
Provision for credit losses91----91
Noninterest expense:
Salaries and employee benefits4,164919432-15,516
Occupancy4473933-4523
Equipment6641914--697
Supplies13968--153
Professional and other outside expenses689-1323-725
Data processing381----381
Marketing2283117-249
Credit expense58158---216
FDIC insurance expense132----132
Amortization of intangibles--140--140
Other448(51)31--428
Total noninterest expense7,3501,0936724059,160
Segment income before income taxes2,4871496902,727(2,835)3,218
Allocated income tax expense (benefit)34932110(25)-466
Segment net income$ 2,138$ 117$ 580$ 2,752$ (2,835)$ 2,752
Segment assets at September 30, 2025$ 1,007,040$ 3,992$ 10,331$ 102,021$ (103,259)$ 1,020,125
Supplemental Data at September 30, 2025:
Total loans held for investment, net$ 653,288$ -$ -$ -$ -$ 653,288
Total deposits922,113---(2,317)919,796
Assets under management--984,747--984,747

‎

Segment financial information, including significant expense categories and supplemental metrics, is presented in the tables below, along with reconciliations to consolidated financial statements for the three and nine months ended September 30, 2025 and 2024(dollars in thousands).

Business Segments as of the Three Months Ended
September 30, 2024
Dollars in ThousandsCommunity BankingMortgage BankingInvestment AdvisoryHolding CompanyEliminations (1)Consolidated
Interest income$ 11,563$ -$ -$ -$ -$ 11,563
Interest expense3,920--174(40)4,054
Net interest income7,643--(174)407,509
Gains on sales of loans-1,326---1,326
Wealth management fees--1,244--1,244
Other noninterest income1,277--2,155(2,179)1,253
Net revenue8,9201,3261,2441,981(2,139)11,332
Less:
Provision for credit losses92----92
Noninterest expense:
Salaries and employee benefits3,658835427--4,920
Occupancy4462527-16514
Equipment6181210--640
Supplies116510--131
Professional and other outside expenses645-2221-688
Data processing794----794
Marketing2022412-220
Credit expense38152---190
FDIC insurance expense94----94
Amortization of intangibles--140--140
Other4191241-445
Total noninterest expense7,0301,03266434168,776
Segment income before income taxes1,7982945801,947(2,155)2,464
Allocated income tax expense (benefit)33462122(44)-474
Segment net income$ 1,464$ 232$ 458$ 1,991(2,155)$ 1,990
Segment assets at September 30, 2024$ 992,773$ 5,280$ 10,943$ 106,281(107,214)$ 1,008,063
Supplemental Data at September 30, 2024:
Total loans held for investment, net$ 627,112$ -$ -$ -$ -$ 627,112
Total deposits909,460---(2,566)906,894
Assets under management--842,775--842,775
Business Segments as of the Nine Months Ended
Dollars in ThousandsCommunity BankingMortgage BankingInvestment AdvisoryHolding CompanyEliminations (1)Consolidated
Interest income$ 34,643$ -$ -$ -$ -$ 34,643
Interest expense9,917--4075010,374
Net interest income24,726--(407)(50)24,269
Gains on sales of loans-3,668---3,668
Wealth management fees--3,917--3,917
Other noninterest income4,032--6,672(6,762)3,942
Net revenue28,7583,6683,9176,265(6,812)35,796
Less:
Recovery of credit losses(301)----(301)
Noninterest expense:
Salaries and employee benefits11,9152,4441,291--15,650
Occupancy1,4849898-(90)1,590
Equipment1,9414733--2,021
Supplies4221526--463
Professional and other outside expenses3,059-7461-3,194
Data processing1,984----1,984
Marketing63051138-684
Credit expense156509---665
FDIC insurance expense394----394
Amortization of intangibles--420--420
Other1,25731871-1,376
Total noninterest expense23,2423,1492,040100(90)28,441
Segment income before income taxes5,7665191,8786,165(6,672)7,656
Allocated income tax expense949110431(133)-1,357
Segment net income$ 4,817$ 409$ 1,447$ 6,298$ (6,672)$ 6,299
Segment assets at September 30, 2025$ 1,007,040$ 3,992$ 10,331$ 102,021$ (103,259)$ 1,020,125
Supplemental Data at September 30, 2025:
Total loans held for investment, net$ 653,288$ -$ -$ -$ -$ 653,288
Total deposits922,113---(2,317)919,796
Assets under management--984,747--984,747

‎

Business Segments as of the Nine Months Ended
Dollars in ThousandsCommunity BankingMortgage BankingInvestment AdvisoryHolding CompanyEliminations (1)Consolidated
Interest income$ 33,007$ -$ -$ -$ -$ 33,007
Interest expense10,934--523-11,457
Net interest income22,073--(523)-21,550
Gains on sales of loans-3,526---3,526
Wealth management fees--3,583--3,583
Other noninterest income4,274--6,715(6,777)4,212
Net revenue26,3473,5263,5836,192(6,777)29,288
Less:
Recovery of credit losses(584)----(584)
Noninterest expense:
Salaries and employee benefits10,8082,1631,285--14,256
Occupancy1,4008679-(72)1,493
Equipment1,8044431--1,879
Supplies3551527--397
Professional and other outside expenses1,980-7174-2,125
Data processing2,352----2,352
Marketing577210(108)-481
Credit expense155457---612
FDIC insurance expense329----329
Amortization of intangibles--420--420
Other1,16018791-1,258
Total noninterest expense20,9202,7852,002(33)(72)25,602
Segment income before income taxes6,0117411,5816,225(6,705)7,853
Allocated income tax expense (benefit)1,140156332(101)1,527
Segment net income$ 4,871$ 585$ 1,249$ 6,326$ (6,705)$ 6,326
Segment assets at September 30, 2024$ 992,773$ 5,280$ 10,943$ 106,281(107,214)$ 1,008,063
Supplemental Data at September 30, 2024:
Total loans held for investment, net$ 627,112$ -$ -$ -$ -$ 627,112
Total deposits909,460---(2,566)906,894
Assets under management--842,775--842,775

‎

Note 8 – Loans and allowance for credit losses

The Company’s primary portfolio segments align with the methodology applied in estimating the allowance for credit losses and are reflected in the disclosures as of and for the periods indicated, as set forth below. Management has determined that the classifications presented below are appropriate for identifying and managing risk within the loan portfolio.

Loan Segments:Loan Classes:
CommercialCommercial and Industrial Loans
Commercial Real EstateCommercial Mortgages – Owner Occupied
Commercial Mortgages – Non-Owner Occupied
Commercial Construction/Land
ConsumerConsumer Open-End
Consumer Closed-End
ResidentialResidential Mortgages
Residential Consumer Construction/Land

Commercial and Commercial Real Estate

Commercial loans are primarily underwritten based on the identified cash flows of the borrower, and secondarily on the underlying collateral provided. Borrower cash flows may not meet expectations, and the value of collateral securing these loans can fluctuate. Most commercial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory, and may include personal guarantees. Short-term loans may be made on an unsecured basis. For loans secured by accounts receivable, the availability of funds for repayment may substantially depend on the borrower’s ability to collect amounts due from its customers.

Commercial real estate loans are viewed primarily as cash flow loans, with the collateral serving as a secondary source of repayment. Commercial real estate lending typically involves higher loan principal amounts, with repayment generally dependent on the successful operation of the property or the business conducted on the property. These loans may be more adversely affected by conditions in the real estate markets or the general economy. The properties securing the Company’s commercial real estate portfolio are diverse but are geographically concentrated almost entirely within the Company’s market area. Management monitors and evaluates commercial real estate loans based on collateral, geography, and risk grade criteria. In general, the Company avoids financing single-purpose projects unless other underwriting factors are present to help mitigate risk. Management also tracks the level of owner-occupied versus non-owner-occupied commercial real estate loans.

Consumer and Residential

Consumer and residential segments consist of residential mortgage loans and personal loans. The consumer loan segment includes home equity lines of credit (HELOCs) and other second mortgages. Home equity loans are typically secured by a subordinate interest in 1–4 family residences, while consumer personal loans may be secured by personal assets such as automobiles or recreational vehicles, or may be unsecured, such as small installment loans and certain lines of credit.

For residential mortgage loans secured by 1–4 family, generally owner-occupied residences, the Company typically establishes a maximum loan-to-value ratio. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be affected by economic conditions in the market area, such as unemployment levels. Repayment can also be impacted by changes in property values. Risk is mitigated by the smaller individual loan amounts and the diversification provided by a large number of borrowers.

‎

A summary of loans, net of deferred costs of $598,000 and $817,000 as of September 30, 2025 and December 31, 2024, respectively, is as follows (dollars in thousands):

As ofAs of
September 30, 2025December 31, 2024
Commercial$ 61,987$ 66,418
Commercial Real Estate:
Commercial Mortgages-Owner Occupied149,824140,443
Commercial Mortgages-Non-Owner Occupied215,798195,089
Commercial Construction/Land14,36423,883
Consumer:
Consumer Open-End59,67550,041
Consumer Closed-End25,75328,269
Residential:
Residential Mortgages105,666113,303
Residential Consumer Construction/Land26,51926,150
Total loans$ 659,586$ 643,596
Less: allowance for credit losses6,2987,044
Net loans$ 653,288$ 636,552

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

Collateral Dependent LoansSeptember 30, 2025
(dollars in thousands)Business/Other AssetsReal Estate
Commercial$ 3,925$ -
Commercial Real Estate-7,028
Consumer-570
Residential-1,592
Total$ 3,925$ 9,190
Collateral Dependent LoansDecember 31, 2024
(dollars in thousands)Business/Other AssetsReal Estate
Commercial$ 3,315$ -
Commercial Real Estate-7,350
Consumer-592
Residential-1,369
Total$ 3,315$ 9,311

‎

The following tables present the activity in the allowance for credit losses for the three and nine-month periods ended and the distribution of the allowance by segment as of September 30, 2025, and 2024 (dollars in thousands).

Allowance for Credit Losses and Recorded Investment in Loans
As of and For the Three Months Ended September 30, 2025
Commercial
CommercialReal EstateConsumerResidentialTotal
Allowance for Credit Losses:
Beginning Balance, June 30, 2025$ 747$ 3,047$ 799$ 1,715$ 6,308
Charge-Offs--(23)-(23)
Recoveries1-2-3
Provision for (recovery of) credit‎ losses(93)12959(85)10
Ending Balance, September 30, 2025$ 655$ 3,176$ 837$ 1,630$ 6,298
Allowance for Credit Losses and Recorded Investment in Loans
As of and For the Nine Months Ended September 30, 2025
Commercial
CommercialReal EstateConsumerResidentialTotal
Allowance for Credit Losses:
Beginning Balance, December 31, 2024$ 686$ 3,719$ 842$ 1,797$ 7,044
Charge-Offs--(235)(9)(244)
Recoveries619-16
Provision for (recovery of) credit‎ losses(37)(544)221(158)(518)
Ending Balance, September 30, 2025$ 655$ 3,176$ 837$ 1,630$ 6,298

‎

Allowance for Credit Losses and Recorded Investment in Loans
As of and For the Three Months Ended September 30, 2024
Commercial
CommercialReal EstateConsumerResidentialTotal
Allowance for Credit Losses:
Beginning Balance, June 30, 2024$ 606$ 3,748$ 897$ 1,700$ 6,951
Charge-Offs-----
Recoveries1218-21
Provision for (recovery of) credit losses(118)165(17)76106
Ending Balance, September 30, 2024$ 489$ 3,915$ 898$ 1,776$ 7,078
Allowance for Credit Losses and Recorded Investment in Loans
As of and For the Nine Months Ended September 30, 2024
Commercial
CommercialReal EstateConsumerResidentialTotal
Allowance for Credit Losses:
Beginning Balance, December 31, 2023$ 514$ 3,985$ 1,093$ 1,820$ 7,412
Charge-Offs(8)-(76)-(84)
Recoveries1996381244
Provision for (recovery of)(216)(76)(157)(45)(494)
Ending Balance, September 30, 2024$ 489$ 3,915$ 898$ 1,776$ 7,078

‎

In the second quarter of 2025, the Company, in collaboration with its third-party model vendor and as part of ongoing model governance, implemented updates to the quantitative CECL loss models for collectively evaluated loan segments that use discounted cash flow techniques (all segments other than agricultural loans, which uses the weighted-average remaining life method). The updates (i) revised certain maximum loss-rate parameters, (ii) incorporated additional post-COVID historical loss data, and (iii) as is customary each quarter, refreshed the economic forecasts.

The model updates were first reflected in the second quarter provision for credit losses and continued to be reflected in the allowance for credit losses in the third quarter of 2025. Using the prior-period model specification as a sensitivity, management estimates that the second quarter would have resulted in a provision of approximately $232,000; under the updated specifications, the Company recorded a net recovery of $555,000 on loans for that quarter. The updated models remained in use throughout the third quarter, with no further specification changes. Provision activity for the third quarter primarily reflected the ongoing application of these updated models, together with normal portfolio dynamics, updated forecasts, and loan growth trends.

Credit Quality Indicators

The Bank’s internal risk rating system is in place to grade commercial and commercial real estate loans. Category ratings are reviewed periodically by lenders and the credit review area of the Bank based on the borrower’s individual situation. Additionally, internal and external monitoring and review of credits are conducted on an annual basis.

Below is a summary and definition of the Bank’s risk rating categories:

RATING 1Excellent
RATING 2Above Average
RATING 3Satisfactory
RATING 4Acceptable / Low Satisfactory
RATING 5Monitor
RATING 6Special Mention
RATING 7Substandard
RATING 8Doubtful
RATING 9Loss

We segregate commercial and commercial real estate loans into the above categories based on the following criteria and we review the characteristics of each rating at least annually, generally during the first quarter. The characteristics of these ratings are as follows:

“Pass.” These are loans having risk ratings of 1 through 4. Pass loans are to persons or business entities with an acceptable financial condition, appropriate collateral margins, appropriate cash flow to service the existing loan, and an appropriate leverage ratio. The borrower has paid all obligations as agreed and it is expected that this type of payment history will continue. When necessary, acceptable personal guarantors support the loan.

“Monitor.” These are loans having a risk rating of 5. Monitor loans have currently acceptable risk but may have the potential for a specific defined weakness in the borrower’s operations and the borrower’s ability to generate positive cash flow on a sustained basis. The borrower’s recent payment history may currently or in the future be characterized by late payments. The Bank’s risk exposure is mitigated by collateral supporting the loan. The collateral is considered to be well-margined, well maintained, accessible and readily marketable.

“Special Mention.” These are loans having a risk rating of 6. Special Mention loans have weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date. Special Mention loans are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. These loans do warrant more than routine monitoring due to a weakness caused by adverse events.

‎

“Substandard.” These are loans having a risk rating of 7. Substandard loans are considered to have specific and well-defined weaknesses that jeopardize the viability of the Bank’s credit extension. The payment history for the loan has been inconsistent and the expected or projected primary repayment source may be inadequate to service the loan. The estimated net liquidation value of the collateral pledged and/or ability of the personal guarantor(s) to pay the loan may not adequately protect the Bank. There is a distinct possibility that the Bank will sustain some loss if the deficiencies associated with the loan are not corrected in the near term. Asubstandard loan would not automatically meet our definition of impaired unless the loan is significantly past due and the borrower’s performance andfinancial condition provides evidence that it is probable that the Bank will be unable to collect all amounts due.

“Doubtful.” These are loans having a risk rating of 8. Doubtful rated loans have all the weaknesses inherent in a loan that is classified substandard but with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility ofloss is extremely high.

“Loss.” These are loans having a risk rating of 9. Loss rated loans are not considered collectible under normal circumstances and there is no realistic expectation for any future payment on the loan. Loss rated loans are fully charged off.

There areno loans classified as doubtful or loss as of September 30, 2025 or September 30, 2024.

‎

The table below details the amortized cost of the classes of loans by credit quality indicator and year of origination as of September 30, 2025 (dollars in thousands).

Term Loans Amortized Cost Basis by Origination Year
20252024202320222021PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Commercial:
Risk Rating
Pass$ 7,927$ 6,643$ 2,854$ 2,642$ 5,857$ 14,951$ 17,082$ 61$ 58,017
Special Mention---------
Substandard--8899365312,3581473,970
Total$ 7,927$ 6,643$ 3,743$ 2,651$ 5,893$ 15,482$ 19,440$ 208$ 61,987
Commercial Real Estate:
Commercial Mort. - Owner Occupied
Risk Rating
Pass$ 18,493$ 19,977$ 7,476$ 17,781$ 43,672$ 36,031$ 1,794$ -$ 145,224
Special Mention---------
Substandard--91-2,7571,752--4,600
Total$ 18,493$ 19,977$ 7,567$ 17,781$ 46,429$ 37,783$ 1,794$ -$ 149,824
Commercial Mort. - Non-Owner Occupied
Risk Rating
Pass$ 26,153$ 40,021$ 13,754$ 46,571$ 26,013$ 53,818$ 7,283$ -$ 213,613
Special Mention---------
Substandard---930-1,255--2,185
Total$ 26,153$ 40,021$ 13,754$ 47,501$ 26,013$ 55,073$ 7,283$ -$ 215,798
Commercial Construction/Land
Risk Rating
Pass$ 2,983$ 1,860$ 3,324$ 372$ 2,626$ 2,369$ 505$ -$ 14,038
Special Mention---------
Substandard----326---326
Total$ 2,983$ 1,860$ 3,324$ 372$ 2,952$ 2,369$ 505$ -$ 14,364
Consumer:
Consumer - Open-End
Risk Rating
Pass$ -$ -$ -$ -$ -$ -$ 57,734$ 1,371$ 59,105
Special Mention---------
Substandard-------570570
Total$ -$ -$ -$ -$ -$ -$ 57,734$ 1,941$ 59,675
Consumer - Closed-End
Risk Rating
Pass$ 1,760$ 5,791$ 3,478$ 8,540$ 280$ 5,640$ -$ -$ 25,489
Special Mention---------
Substandard-30-107-127--264
Total$ 1,760$ 5,821$ 3,478$ 8,647$ 280$ 5,767$ -$ -$ 25,753
Residential:
Residential Mortgages
Risk Rating$ 8,653$ 16,845$ 17,755$ 20,513$ 7,690$ 32,184$ -$ -$ 103,640
Pass
Special Mention-----68--68
Substandard---502-1,456--1,958
Total$ 8,653$ 16,845$ 17,755$ 21,015$ 7,690$ 33,708$ -$ -$ 105,666
Residential Consumer Construction/Land
Risk Rating
Pass$ 12,762$ 6,591$ 1,404$ 2,194$ 1,046$ 2,517$ 5$ -$ 26,519
Special Mention---------
Substandard---------
Total$ 12,762$ 6,591$ 1,404$ 2,194$ 1,046$ 2,517$ 5$ -$ 26,519
Totals:
Risk Rating
Pass$ 78,731$ 97,728$ 50,043$ 98,613$ 87,184$ 147,510$ 84,403$ 1,432$ 645,644
Special Mention-----68--68
Substandard-309801,5483,1185,1222,35871713,874
Total$ 78,731$ 97,758$ 51,023$ 100,161$ 90,302$ 152,700$ 86,761$ 2,149$ 659,586

‎

The table below details the amortized cost of the classes of loans by credit quality indicator and year of origination as of December 31, 2024 (dollars in thousands).

Term Loans Amortized Cost Basis by Origination Year
20242023202220212020PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Commercial
Risk Rating
Pass$ 10,412$ 3,680$ 2,901$ 7,188$ 734$ 16,070$ 21,602$ 341$ 62,928
Special Mention--4179----120
Substandard-9221343-5691,6541693,370
Total$ 10,412$ 4,602$ 2,955$ 7,310$ 734$ 16,639$ 23,256$ 510$ 66,418
Commercial Real Estate:
Commercial Mort. - Owner Occupied
Risk Rating
Pass$ 21,261$ 8,959$ 21,770$ 39,881$ 5,663$ 35,869$ 1,564$ 153$ 135,120
Special Mention-----451--451
Substandard-93-2,898441,837--4,872
Total$ 21,261$ 9,052$ 21,770$ 42,779$ 5,707$ 38,157$ 1,564$ 153$ 140,443
Commercial Mort. - Non-Owner Occupied
Risk Rating
Pass$ 39,659$ 12,203$ 49,273$ 27,410$ 9,698$ 49,206$ 6,467$ -$ 193,916
Special Mention---------
Substandard----1,173---1,173
Total$ 39,659$ 12,203$ 49,273$ 27,410$ 10,871$ 49,206$ 6,467$ -$ 195,089
Commercial Construction/Land
Risk Rating
Pass$ 7,180$ 1,496$ 768$ 9,497$ 1,976$ 1,020$ 641$ -$ 22,578
Special Mention---------
Substandard--951354----1,305
Total$ 7,180$ 1,496$ 1,719$ 9,851$ 1,976$ 1,020$ 641$ -$ 23,883
Consumer:
Consumer - Open-End
Risk Rating
Pass$ -$ -$ -$ -$ -$ -$ 48,531$ 1,110$ 49,641
Special Mention---------
Substandard-------400400
Total$ -$ -$ -$ -$ -$ -$ 48,531$ 1,510$ 50,041
Consumer - Closed-End
Risk Rating
Pass$ 6,660$ 4,548$ 9,634$ 382$ 398$ 6,366$ -$ -$ 27,988
Special Mention---------
Substandard37-119--125--281
Total$ 6,697$ 4,548$ 9,753$ 382$ 398$ 6,491$ -$ -$ 28,269
Residential:
Residential Mortgages
Risk Rating
Pass$ 18,418$ 23,905$ 22,954$ 9,082$ 8,376$ 28,572$ -$ -$ 111,307
Special Mention-----73--73
Substandard--265-1031,555--1,923
Total$ 18,418$ 23,905$ 23,219$ 9,082$ 8,479$ 30,200$ -$ -$ 113,303
Residential Consumer Construction/Land
Risk Rating
Pass$ 12,522$ 6,375$ 2,436$ 1,161$ 848$ 2,808$ -$ -$ 26,150
Special Mention---------
Substandard---------
Total$ 12,522$ 6,375$ 2,436$ 1,161$ 848$ 2,808$ -$ -$ 26,150
Totals:
Risk Rating
Pass$ 116,112$ 61,166$ 109,736$ 94,601$ 27,693$ 139,911$ 78,805$ 1,604$ 629,628
Special Mention--4179-524--644
Substandard371,0151,3483,2951,3204,0861,65456913,324
Total$ 116,149$ 62,181$ 111,125$ 97,975$ 29,013$ 144,521$ 80,459$ 2,173$ 643,596

‎

The following table details the gross charge-offs of loans by year of origination for the nine months ended September 30, 2025 and the year ended December 31, 2024.

Current Period Gross Charge-Offs by Origination Year (in thousands)
Nine months ended September 30, 202520252024202320222021PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Commercial$ -$ -$ -$ -$ -$ -$ -$ -$ -
Commercial Real Estate:---------
Commercial Mortgages-Owner Occupied---------
Commercial Mortgages-Non-Owner Occupied---------
Commercial Construction/Land---------
Consumer:---------
Consumer Open-End---49-6--54
Consumer Closed-End--4411027---181
Residential:---------
Residential Mortgages-----9--9
Residential Consumer Construction/Land---------
Total$ -$ -$ 44$ 159$ 27$ 15$ -$ -$ 244
Year ended December 31, 202420242023202220212020PriorRevolving Loans Amortized Cost BasisRevolving Loans Converted to TermTotal
Commercial$ -$ 8$ -$ -$ -$ -$ -$ -$ 8
Commercial Real Estate:
Commercial Mortgages-Owner Occupied---------
Commercial Mortgages-Non-Owner Occupied---------
Commercial Construction/Land---------
Consumer:
Consumer Open-End-----2--2
Consumer Closed-End--74-----74
Residential:
Residential Mortgages---------
Residential Consumer Construction/Land---------
Total$ -$ 8$ 74$ -$ -$ 2$ -$ -$ 84

‎

The following tables present nonaccrual information by class of loans as of September 30, 2025 and December 31, 2024:

Loans on Nonaccrual Status

(dollars in thousands)

September 30, 2025
Nonaccrual Loans
With No AllowanceWith an AllowanceTotal
Commercial$ 387$ 72$ 459
Commercial Real Estate:
Commercial Mortgages-Owner Occupied30-30
Commercial Mortgages-Non-Owner Occupied82-82
Commercial Construction/Land325-325
Consumer
Consumer Open-End174-174
Consumer Closed-End187-187
Residential:
Residential Mortgages638-638
Residential Consumer Construction/Land---
Total$ 1,823$ 72$ 1,895
December 31, 2024
Nonaccrual Loans
With No AllowanceWith an AllowanceTotal
Commercial$ 279$ 193$ 472
Commercial Real Estate:
Commercial Mortgages-Owner Occupied43-43
Commercial Mortgages-Non-Owner Occupied---
Commercial Construction/Land354-354
Consumer
Consumer Open-End---
Consumer Closed-End192-192
Residential:
Residential Mortgages579-579
Residential Consumer Construction/Land---
Total$ 1,447$ 193$ 1,640

Interest income on nonaccrual loans is recognized only when received in cash. The Company didnot record any interest income on nonaccrual loans during the three and nine months ended September 30, 2025 or 2024. The Company also reversed all previously accrued but unpaid interest on nonaccrual loans during the three and nine months ended September 30, 2025 and 2024. If interest on these loans had been accrued, such income cumulatively would have approximated $11,000 and $66,000 for the three and nine months ended September 30, 2025 and $1,000 and $15,000 for the comparable periods in 2024.

‎

The following tables present an aging analysis of the loan portfolio by class and past due as of September 30, 2025 and December 31, 2024 (dollars in thousands):

Age Analysis of Past Due Loans as of September 30, 2025
Recorded
Greater · Investment
30-59 Days · 60-89 Days · than · Total Past · Total · > 90 Days &
Past Due · Past Due · 90 Days · Due · Current · Loans · Accruing
Commercial$-$-$398$398$61,589$61,987$-
Commercial Real Estate:
Commercial Mortgages-Owner Occupied----149,824149,824-
Commercial Mortgages-Non-Owner Occupied--8282215,716215,798-
Commercial Construction/Land53--5314,31114,364-
Consumer:
Consumer Open-End-1124115359,52259,675-
Consumer Closed-End25-8010525,64925,753-
Residential:
Residential Mortgages1,852109572,018103,647105,666-
Residential Consumer Construction/Land70--7026,44926,519-
Total$2,000$221$658$2,879$656,707$659,586$-
Age Analysis of Past Due Loans as of December 31, 2024
Greater · Investment
30-59 Days · 60-89 Days · than · Total Past · Total · > 90 Days &
Past Due · Past Due · 90 Days · Due · Current · Loans · Accruing
Commercial$-$398$74$472$65,946$66,418$-
Commercial Real Estate:
Commercial Mortgages-Owner Occupied--4343140,400140,443-
Commercial Mortgages-Non-Owner Occupied----195,089195,089-
Commercial Construction/Land----23,88323,883-
Consumer:
Consumer Open-End391-4050,00150,041-
Consumer Closed-End11273-18528,08428,269-
Residential:
Residential Mortgages174358340872112,431113,303-
Residential Consumer Construction/Land----26,15026,150-
Total$325$830$457$1,612$641,984$643,596$-

‎

Occasionally, the Bank modifies loans for borrowers experiencing financial difficulties by providing principal forgiveness, term extensions, interest rate reductions, or payment deferrals. Because the effect of most modifications is already included in the allowance for credit losses due to the measurement methodologies used in its estimate, the allowance is typically not adjusted upon modification. When principal forgiveness is provided, the amount forgiven is charged against the allowance for credit losses.

There wereno loan modifications for borrowers experiencing financial difficulty during the three and nine months ended September 30, 2025 or September 30, 2024. As of September 30, 2025, no previously modified loans had defaulted within the past twelve months.

ACL on Unfunded Commitments

The Company maintains an allowance for off-balance sheet credit exposures, such as unfunded balances for existing lines of credit, commitments to extend future credit, and both standby and commercial letters of credit, when there is a contractual obligation to extend credit and such extension is not unconditionally cancellable by the Company. The allowance for off-balance sheet credit exposures is adjusted through a provision for (or recovery of) credit losses in the Consolidated Statements of Income.

The estimate includes consideration of the likelihood that funding will occur, which is based on a historical funding study derived from internal information, as well as an estimate of expected credit losses on commitments expected to be funded over their estimated life, using the same loss rates that are applied in computing the allowance for loan credit losses.

Theallowance for credit losses for unfunded loan commitments was $760 thousand at September 30, 2025, and is separately classified within Other Liabilities on the Consolidated Balance Sheets.

The following table presents the balance and activity in theallowance for credit losses (ACL) for unfunded commitments for thethree and nine months ended September 30, 2025 and 2024 (dollars in thousands):

Allowance for Credit Losses on Unfunded Commitments
Balance, June 30, 2025$ 678
Provision for credit losses82
Balance September 30, 2025$ 760
Balance, December 31, 2024$ 543
Provision for credit losses217
Balance September 30, 2025$ 760
Allowance for Credit Losses on Unfunded Commitments
Balance, June 30, 2024$ 589
Recovery of credit losses(14)
Balance September 30, 2024$ 575
Balance, December 31, 2023$ 665
Recovery of credit losses(90)
Balance September 30, 2024$ 575

Other Real Estate Owned

At September 30, 2025 and December 31, 2024, the Company hadno consumer mortgage loans secured by residential real estate for which foreclosure was in process. The Company heldno residential real estate properties in other real estate owned as of September 30, 2025 and December 31, 2024.

Note 9 – Recent accounting pronouncements and other authoritative guidance

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires public companies to disclose specified types of expenses included in the captions presented on the face of the income statement, along with certain related information. In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of ASU 2024-03. All public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively or retrospectively. The Company does not expect the adoption of ASU 2024-03 to have a material impact on its consolidated financial statements.

Note 10 - Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date but before the financial statements are issued. Recognized subsequent events are those that provide additional evidence about conditions that existed as of the balance sheet date, including the estimates inherent in the preparation of the financial statements. Non-recognized subsequent events are those that provide evidence about conditions that did not exist at the balance sheet date but arose after that date.

Management has reviewed events occurring through the date the financial statements were available to be issued and has determined that no subsequent events occurred requiring accrual or disclosure, other than those already disclosed in the footnotes to the Company’s unaudited consolidated financial statements as of September 30, 2025.

‎

Item 2. Management’s Discussion and Analysis of Financial Condition and Resu

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