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PLUMAS BANCORP

For the period ended Mar 31, 2025. Filed May 7, 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.

Mar 31, 2025 · Filed May 7, 2025

PLBC$62.46-0.2%Stored close · as of Nov 6, 2026
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Item 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

March 31,December 31,
20252024
Assets
Cash and cash equivalents$87,327$82,018
Investment securities available for sale, net of allowance for credit losses of $0 at March 31, 2025 and December 31, 2024447,293437,735
Loans, less allowance for credit losses of $13,319 at March 31, 2025 and $13,196 at December 31, 20241,000,6511,005,375
Other real estate owned9191
Premises and equipment, net12,34912,495
Right-of-use assets24,00324,334
Bank owned life insurance16,62816,519
Goodwill5,5025,502
Accrued interest receivable and other assets39,44839,257
Total assets$1,633,292$1,623,326
Liabilities and Shareholders’ Equity
Deposits:
Non-interest bearing$676,461$699,401
Interest bearing696,600671,700
Total deposits1,373,0611,371,101
Repurchase agreements18,73222,073
Lease liabilities24,52324,759
Accrued interest payable and other liabilities14,37312,493
Other borrowings15,00015,000
Total liabilities1,445,6891,445,426
Commitments and contingencies (Note 5)
Shareholders’ equity:
Common stock, no par value; 22,500,000 shares authorized; issued and outstanding – 5,922,116 shares at March 31, 2025 and 5,903,368 at December 31, 202429,45429,043
Retained earnings179,411174,002
Accumulated other comprehensive loss, net(21,262)(25,145)
Total shareholders’ equity187,603177,900
Total liabilities and shareholders’ equity$1,633,292$1,623,326

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

For the Three Months Ended
March 31,
20252024
Interest Income:
Interest and fees on loans$15,396$14,592
Interest on investment securities4,5104,396
Other6841,038
Total interest income20,59020,026
Interest Expense:
Interest on deposits1,8961,186
Interest on borrowings1451,367
Other1016
Total interest expense2,0512,569
Net interest income before provision for credit losses18,53917,457
Provision for Credit Losses250821
Net interest income after provision for credit losses18,28916,636
Non-Interest Income:
Service charges705715
Interchange revenue690739
Gain on sale of buildings-19,854
Net loss on sale of investment securities-(19,826)
Other1,818658
Total non-interest income3,2132,140
Non-Interest Expenses:
Salaries and employee benefits5,8805,366
Occupancy and equipment2,0141,690
Other3,5723,341
Total non-interest expenses11,46610,397
Income before provision for income taxes10,0368,379
Provision for Income Taxes2,8562,125
Net income$7,180$6,254
Basic earnings per share$1.21$1.06
Diluted earnings per share$1.20$1.05

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended
March 31,
20252024
Net income$7,180$6,254
Other comprehensive income :
Change in net unrealized loss on securities5,513(6,979)
Less: reclassification adjustments for net loss included in net income-19,826
Net unrealized holding gain5,51312,847
Related tax effect:
Change in net unrealized loss on securities(1,630)2,063
Reclassification of net loss included in net income-(5,861)
Income tax effect(1,630)(3,798)
Other comprehensive income3,8839,049
Total comprehensive income$11,063$15,303

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(in thousands, except shares)

Common Stock · Retained · Accumulated Other Comprehensive Loss · Total Shareholders’
SharesAmountEarnings(Net of Taxes)Equity
Balance, December 31, 20235,871,523$28,033$151,748$(32,464)$147,317
Net Income--6,254-6,254
Other comprehensive loss---9,0499,049
Cash dividends on common stock ($0.27 per share)--(1,588)-(1,588)
Exercise of stock options24,072359--359
Stock-based compensation expense-100--100
Balance, March 31, 20245,895,595$28,492$156,414$(23,415)$161,491
Balance, December 31, 20245,903,368$29,043$174,002$(25,145)$177,900
Net Income--7,180-7,180
Other comprehensive income---3,8833,883
Cash dividends on common stock ($0.30 per share)--(1,771)-(1,771)
Vesting of restricted stock units3,033----
Exercise of stock options15,715329--329
Stock-based compensation expense-82--82
Balance, March 31, 20255,922,116$29,454$179,411$(21,262)$187,603

See notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended
March 31,
20252024
Cash Flows from Operating Activities:
Net income$7,180$6,254
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses250821
Change in deferred loan origination costs/fees, net(100)(179)
Depreciation and amortization363448
Stock-based compensation expense82100
Net loss on sale of investment securities-19,826
Amortization of investment security premiums180267
Accretion of investment security discounts(294)(264)
Loss on sale of other vehicles1415
Loans originated for sale(74)(251)
Earnings on bank-owned life insurance(109)(96)
Gain on sale of buildings-(19,854)
(Increase) decrease in accrued interest receivable and other assets(1,963)1,151
Increase in accrued interest payable and other liabilities1,974924
Net cash provided by operating activities7,5039,162
Cash Flows from Investing Activities:
Proceeds from principal repayments from available-for-sale securities9,2507,871
Proceeds from sale of available-for-sale securities-114,838
Proceeds from matured and called available-for-sale securities630850
Purchases of available-for-sale securities(13,810)(88,805)
Purchase of Federal Reserve Bank stock(3)(3)
Net decrease (increase) in loans4,584(18,227)
Proceeds from sale of other vehicles151310
Proceeds from the sale of buildings-25,690
Purchase of premises and equipment(173)(191)
Net cash provided by investing activities62942,333

Continued on next page.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

For the Three Months Ended
March 31,
2025 · 2024
Cash Flows from Financing Activities:
Net increase (decrease) in demand, interest bearing and savings deposits$13,170$(32,990)
Net decrease in time deposits(11,210)(977)
Net decrease in securities sold under agreements to repurchase(3,341)(3,723)
Cash dividends paid on common stock(1,771)(1,588)
Increase in other borrowings-30,000
Proceeds from exercise of stock options329359
Net cash used in financing activities(2,823)(8,919)
Increase in cash and cash equivalents5,30942,576
Cash and Cash Equivalents at Beginning of Period82,01885,655
Cash and Cash Equivalents at End of Period$87,327$128,231
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest expense$2,462$2,569
Supplemental noncash disclosures
Real estate and vehicles acquired through foreclosure/repossession$64$220
Common stock retired in connection with the exercise of stock options$86$39
Lease liabilities arising from obtaining right-of-use assets$-$22,588

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

**1. **THE BUSINESS OF PLUMAS BANCORP

During2002, Plumas Bancorp (the "Company") was incorporated as a bank holding company for the purpose of acquiring Plumas Bank (the "Bank") in aone bank holding company reorganization. This corporate structure gives the Company and the Bank greater flexibility in terms of operation, expansion and diversification. Plumas Bancorp's Principal Executive Office is located in Reno, Nevada.

The Bank operatesthirteen branches in California, including branches in Alturas, Chester, Chico, Fall River Mills, Greenville, Kings Beach, Portola, Quincy, Redding, Susanville, Tahoe City, Truckee and Yuba City. The Bank's newest branch was opened in* April 2023and is located in Chico, California. The Bank’s administrative headquarters are in Quincy, California. In December 2015the Bank opened a branch in Reno, Nevada, itsfirst* branch outside of California, and in2018 the Bank purchased a branch located in Carson City, Nevada. In addition, the Bank operates a lending office specializing in government-guaranteed lending in Auburn, California, and a commercial/agricultural lending office in Klamath Falls, Oregon. The Bank's primary source of revenue is generated from providing loans to customers who are predominately small and middle market businesses and individuals residing in the surrounding areas.

2.** **** **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company and the consolidated accounts of its wholly-owned subsidiary, Plumas Bank. All significant intercompany balances and transactions have been eliminated.

The accounting and reporting policies of Plumas Bancorp and subsidiary conform with accounting principles generally accepted in the United States of America and prevailing practices within the banking industry. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company’s financial position at* March 31, 2025* and the results of its operations and its cash flows for thethree-month periods. Our condensed consolidated balance sheet at* December 31, 2024* is derived from audited financial statements.

The unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting on Form10-Q. Accordingly, certain disclosures normally presented in the notes to the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted. The Company believes that the disclosures are adequate to make the informationnot misleading. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's2024 Annual Report to Shareholders on Form10-K. The results of operations for thethree-month period ended* March 31, 2025*,* may**not* necessarily be indicative of future operating results. In preparing such financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the periods reported. Actual results could differ significantly from those estimates.

Segment Information

An operating segment is generally defined as a component of business for which discrete financial information is available and whose operating results are regularly reviewed by the chief operating decision maker. As a community-oriented financial institution, substantially all of the Company’s operations involve the delivery of loan and deposit products to customers.

The chief operating decision maker makes operating decisions and assesses performance based on an ongoing review of the Company’s community banking activities, which constitutes the Company’s only operating segment for financial reporting purposes. The Company’s single reportable segment is determined by the Chief Financial Officer, who is the designated chief operating decision maker, based upon information provided about the Company’s products and services offered, primarily banking operations. The segment is also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review performance of various components of the business such as branches and departments, which are then aggregated if operating performance, products/services, and customers are similar. The chief operating decision maker will evaluate the financial performance of the Company’s business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company’s segment and in the determination of allocating resources. The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The chief operating decision maker uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation. Loans, investments, and deposits provide the revenues in the banking operation. Interest expense, provisions for credit losses, and payroll provide the significant expenses in the banking operation. The consolidated expense information is the same as is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. All operations are domestic.

7

3. INVESTMENT SECURITIES AVAILABLE FOR SALE

The amortized cost and estimated fair value of investment securities at* March 31, 2025* and* December 31, 2024* consisted of the following, in thousands:

Available-for-SaleMarch 31, 2025
Gross · Gross
AmortizedUnrealizedUnrealizedFair
CostGainsLossesValue
Debt securities:
U.S. Government-sponsored agencies collateralized by mortgage obligations - residential241,045804(12,295)229,554
U.S. Government-agencies collateralized by mortgage obligations - commercial139,991962(10,203)130,750
Obligations of states and political subdivisions96,442435(9,888)86,989
$477,478$2,201$(32,386)$447,293

Unrealized losses on available-for-sale investment securities totaling $30,185,000 were recorded, net of $8,923,000 in tax benefit, as accumulated other comprehensive loss within shareholders' equity at* March 31, 2025*. No investment securities were sold during thethree months ended* March 31, 2025.During thethree* months ended* March 31, 2024,*the Company sold 155 available-for-sale investment securities for proceeds of $114,838,000 recording a $19,826,000 loss on sale. The Company realized a gain on sale from 9 of these securities totaling $86,000 and a loss on sale of 146 securities totaling $19,912,000.

Available-for-SaleDecember 31, 2024
Gross · Gross
AmortizedUnrealizedUnrealizedFair
CostGainsLossesValue
Debt securities:
U.S. Government-sponsored agencies collateralized by mortgage obligations - residential243,709138(15,456)228,391
U.S. Government-agencies collateralized by mortgage obligations - commercial133,74977(11,956)121,870
Obligations of states and political subdivisions95,975315(8,816)87,474
$473,433$530$(36,228)$437,735

Unrealized losses on available-for-sale investment securities totaling $35,698,000 were recorded, net of $10,553,000 in tax benefits, as accumulated other comprehensive loss within shareholders' equity at* December 31, 2024.During thetwelve* months ended* December 31, 2024,*the Company sold 157 available-for-sale investment securities for proceeds of $116,285,000 recording a $19,817,000 net loss on sale. The Company realized a gain on sale fromten of these securities totaling $115,000 and a loss on sale of 147 securities totaling $19,932,000.

There wereno transfers of available-for-sale investment securities during thethree months ended* March 31, 2025* andtwelve months ended* December 31, 2024*. There wereno securities classified as held-to-maturity at* March 31, 2025* or* December 31, 2024*.

8

Investment securities with unrealized losses at* March 31, 2025* and* December 31, 2024* are summarized and classified according to the duration of the loss period as follows, in thousands:

March 31, 2025Less than 12 Months12 Months or MoreTotal
FairUnrealizedFairUnrealizedFairUnrealized
ValueLossesValueLossesValueLosses
Debt securities:
U.S. Government-sponsored agencies collateralized by mortgage obligations - residential$44,532$692$93,425$11,603$137,957$12,295
U.S. Government-agencies collateralized by mortgage obligations - commercial8,3604166,96610,16275,32610,203
Obligations of states and political subdivisions18,95949247,9459,39666,9049,888
$71,851$1,225$208,336$31,161$280,187$32,386
December 31, 2024Less than 12 Months12 Months or MoreTotal
FairUnrealizedFairUnrealizedFairUnrealized
ValueLossesValueLossesValueLosses
Debt securities:
U.S. Government-sponsored agencies collateralized by mortgage obligations - residential107,3281,91794,50613,539201,83415,456
U.S. Government-agencies collateralized by mortgage obligations - commercial55,92192657,73511,030113,65611,956
Obligations of states and political subdivisions18,93825048,4608,56667,3988,816
$182,187$3,093$200,701$33,135$382,888$36,228

At* March 31, 2025*, the Company held 312 securities of which 39 were in a loss position for less thantwelve months and 178 were in a loss position fortwelve months or more. Of the 312 securities 94 are U.S. Government-sponsored agencies collateralized by residential mortgageobligations,48 were U.S. Government agencies collateralized by commercial mortgage obligations and 170 were obligations of states and political subdivisions. The unrealized losses relate to market rate conditions. All of the securities continue to pay as scheduled. For available-for-sale debt securities in an unrealized loss position, the Companyfirst assesses whether it intends to sell, or it is more likely thannot that it will be required to sell the security before recovery of its amortized costs basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income. At* March 31, 2025*, neither of the criteria regarding intent or requirement to sell was met for any of the securities in an unrealized loss position.

Unrealized losses on investments in obligations of U.S. government agencies and U.S. government sponsored agencies are caused by interest rate increases.

Obligations of states and political subdivisions: Management reviewed the collectability of the obligations of the states and political subdivisions taking into consideration such factors as the financial condition of the issuers, credit ratings, and other information. Management believes the unrealized losses on the obligations of states and political subdivisions are attributable to changes in the investment spreads and interest rates andnot changes in the credit quality of the issuers.

The amortized cost and estimated fair value of investment in debt securities at* March 31, 2025* by contractual maturity are shown below, in thousands.

Amortized CostEstimated Fair Value
Within one year$585$584
After one year through five years7,1887,157
After five years through ten years17,38917,269
After ten years71,28061,979
Investment securities not due at a single maturity date:
Government- agencies commercial mortgage-backed securities139,991130,750
Government-sponsored agencies residential mortgage-backed securities241,045229,554
$477,478$447,293

Expected maturities will differ from contractual maturities because the issuers of the securities* may*have the right to call or prepay obligations with or without call or prepayment penalties.

Investment securities with amortized costs totaling $411,065,000 and $225,313,000 and estimated fair values totaling $387,167,000 and $212,001,000 at* March 31, 2025* and* December 31, 2024*, respectively, were pledged to secure deposits, repurchase agreements and Federal Reserve Bank borrowings.

9

4. LOANS AND THE ALLOWANCE FOR CREDIT LOSSES

Outstanding loans are summarized below, in thousands:

March 31,December 31,
20252024
Commercial$77,745$77,444
Agricultural112,018118,866
Real estate – residential11,60611,539
Real estate – commercial660,926646,378
Real estate – construction and land development46,73053,503
Equity lines of credit (Equity LOC)38,63437,888
Auto58,29564,734
Other4,7695,072
Total loans1,010,7231,015,424
Deferred loan costs, net3,2473,147
Loans, amortized cost basis1,013,9701,018,571
Allowance for credit losses(13,319)(13,196)
Total net loans$1,000,651$1,005,375

Salaries and employee benefits totaling $603,000 and $700,000 have been deferred as loan origination costs during thethree months ended* March 31, 2025and2024*, respectively.

The Company assigns a risk rating to all loans and periodically, butnot less than annually, performs detailed reviews of all criticized and classified loans over*$100,000* to identify credit risks and to assess the overall collectability of the portfolio. These risk ratings are also subject to examination by independent specialists engaged by the Company and the Company’s regulators. During these internal reviews, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which borrowers operate and the fair values of collateral securing these loans. These credit quality indicators are used to assign a risk rating to each individual loan.

The risk ratings can be grouped intothree major categories, defined as follows:

Special Mention– Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses* may*result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard– A substandard loan isnot adequately protected by the current sound worth and paying capacity of the borrower or the value of the collateral pledged, if any. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Well defined weaknesses include a project's lack of marketability, inadequate cash flow or collateral support, failure to complete construction on time or the project's failure to fulfill economic expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies arenot corrected.

Doubtful– Loans classified doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.

Loansnot meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass-rated loans.

For other loans, which are primarily consumer loans and automobile loans the Company evaluates credit quality based on the aging status of the loan and by payment activity. Non-performing loans consist of nonaccrual loans and loans past due90 days or more and still accruing.

Other Real Estate Owned

Other real estate owned relates to real estate acquired in full or partial settlement of loan obligations. At* March 31, 2025,and December 31, 2024,other real estate owned totaled $91,000, consisting ofone single family residential real estate (SFR) property. There wasone equity line of credit with a balance of $122,000 secured by a SFR property for which formal foreclosure proceedings were in process at March 31, 2025* andone commercial loan with a balance of $53,000 secured by a SFR property for which formal foreclosure proceedings were in process at* December 31, 2024*.

10

The following table presents the amortized cost basis of the loan portfolio allocated by management's internal risk ratings or payment activity at the dates indicated, in thousands:

Amortized Cost Basis by Origination Year and Risk Grades - As of March 31, 2025
(in thousands) · 2025 · 2024 · 2023 · 2022 · 2021 · Prior · Revolving Loans Book Amortized Cost Basis · Revolving Loans Converted to Term Amortized Cost Basis · Total - Amortized Cost Basis
Commercial
Pass$4,597$19,434$12,136$11,276$7,869$7,86313,642$-$76,817
Special Mention---74339-449-862
Substandard5-240157213227--842
Total Commercial loans$4,602$19,434$12,376$11,507$8,421$8,090$14,091$-$78,521
Current period gross charge-offs$-$114$-$51$-$-$-$-$165
Agricultural
Pass$1,516$4,115$8,401$7,858$10,675$40,814$5,332$-$78,711
Special Mention4041,8145897,3188253,6544,316-18,920
Substandard--2,7214,5193,1921,3552,831-14,618
Total Agricultural$1,920$5,929$11,711$19,695$14,692$45,823$12,479$-$112,249
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate - Residential
Pass$430$626$1,099$-$2,016$6,892$320$-$11,383
Substandard-----250--250
Total Real Estate - Residential$430$626$1,099$-$2,016$7,142$320$-$11,633
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate -Commercial
Pass$13,098$88,531$95,992$145,576$81,979$220,860$6,515$-$652,551
Special Mention-----3,876300-4,176
Substandard---139-4,707--4,846
Total Real Estate -Commercial$13,098$88,531$95,992$145,715$81,979$229,443$6,815$-$661,573
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate -Construction
Pass$-$25,413$13,163$2,134$3,824$1,766$-$-$46,300
Special Mention213-------213
Substandard-108------108
Total Real Estate -Construction$213$25,521$13,163$2,134$3,824$1,766$-$-$46,621
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Equity LOC
Pass$-$-$-$-$-$-$35,891$2,801$38,692
Substandard------715113828
Total Equity LOC$-$-$-$-$-$-$36,606$2,914$39,520
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Total
Pass$19,641$138,119$130,791$166,844$106,363$278,195$61,700$2,801$904,454
Special Mention6171,8145897,3921,1647,5305,065-24,171
Substandard51082,9614,8153,4056,5393,54611321,492
Total$20,263$140,041$134,341$179,051$110,932$292,264$70,311$2,914$950,117
Current period gross charge-offs$-$114$-$51$-$-$-$-$165
Auto
Performing$-$-$21,515$20,341$9,195$7,212$-$-$58,263
Non-performing--139284188149--760
Total Auto$-$-$21,654$20,625$9,383$7,361$-$-$59,023
Current period gross charge-offs$-$-$21$72$16$10$-$-$119
Other
Performing$772$1,708$1,112$711$260$62$150$-$4,775
Non-performing-6331123--55
Total Other$772$1,714$1,145$722$262$65$150$-$4,830
Current period gross charge-offs$-$9$4$12$-$2$1$-$28
Total
Performing$772$1,708$22,627$21,052$9,455$7,274$150$-$63,038
Non-performing-6172295190152--815
Total$772$1,714$22,799$21,347$9,645$7,426$150$-$63,853
Total Loans$21,035$141,755$157,140$200,398$120,577$299,690$70,461$2,914$1,013,970
Total gross charge-offs$-$123$25$135$16$12$1$-$312

11

Term Loans
Amortized Cost Basis by Origination Year and Risk Grades - As of December 31, 2024
(in thousands) · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Revolving Loans Book Balance Basis · Revolving loans converted to term Book Balance Basis · Total
Commercial
Pass$19,885$12,642$12,042$8,405$1,658$6,886$13,232$-$74,750
Special Mention--157444-36513-1,150
Substandard612441,0503654693075-2,294
Total Commercial loans$19,946$12,886$13,249$9,214$2,127$6,952$13,820$-$78,194
Current period gross charge-offs$-$86$43$-$-$22$151$-$302
Agricultural
Pass$6,421$9,331$14,290$11,389$14,252$28,075$13,356$-$97,114
Special Mention518531,1593581,3071,639534-5,568
Substandard-2,7104,6063,252781,2814,501-16,428
Total Agricultural$6,939$12,094$20,055$14,999$15,637$30,995$18,391$-$119,110
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate - Residential
Pass$632$1,105$-$2,064$2,355$4,639$520$-$11,315
Substandard-----253--253
Total Real Estate - Residential$632$1,105$-$2,064$2,355$4,892$520-$11,568
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate -Commercial
Pass$90,579$92,735$137,607$82,627$73,405$154,466$7,142$-$638,561
Special Mention--171--4,460450-5,081
Substandard--628-9211,760--3,309
Total Real Estate -Commercial$90,579$92,735$138,406$82,627$74,326$160,686$7,592$-$646,951
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Real Estate -Construction
Pass$21,110$15,244$11,054$3,767$947$843$-$-$52,965
Special Mention--210-----210
Substandard110-------110
Total Real Estate -Construction$21,220$15,244$11,264$3,767$947$843$-$-$53,285
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Equity LOC
Pass$-$-$-$-$-$34,622$3,483$38,105
Substandard-----371279650
Total Equity LOC$-$-$-$-$-$-$34,993$3,762$38,755
Current period gross charge-offs$-$-$-$-$-$-$-$-$-
Total
Pass$138,627$131,057$174,993$108,252$92,617$194,909$68,872$3,483$912,810
Special Mention518531,6978021,3076,1351,497-12,009
Substandard1712,9546,2843,6171,4683,3244,94727923,044
Total$139,316$134,064$182,974$112,671$95,392$204,368$75,316$3,762$947,863
Current period gross charge-offs$-$86$43$-$-$22$151$-$302
Auto
Performing$-$23,163$22,361$10,426$4,779$4,063$-$-$64,792
Non-performing-14724118712988--792
Total Auto$-$23,310$22,602$10,613$4,908$4,151$-$-$65,584
Current period gross charge-offs$-$389$598$262$171$223$-$-$1,643
Other
Performing$2,433$1,245$799$318$88$5$157$-$5,045
Non-performing-482432-2-79
Total Other$2,433$1,293$823$321$90$5$159$-$5,124
Current period gross charge-offs$-$9$35$31$6$12$1$-$94
Total
Performing$2,433$24,408$23,160$10,744$4,867$4,068$157$-$69,837
Non-performing-195265190131882-871
Total$2,433$24,603$23,425$10,934$4,998$4,156$159$-$70,708
Total Loans$141,749$158,667$206,399$123,605$100,390$208,524$75,475$3,762$1,018,571
Total gross charge-offs$-$484$676$293$177$257$152$-$2,039

12

The following table shows the ending balance of nonaccrual loans by loan category as of the date indicated:

Non Performing Loans
March 31, 2025 · December 31, 2024
(in thousands) · Nonaccrual with no allowance for credit losses · Total nonaccrual · Past due 90 days or more and still accruing · Nonaccrual with no allowance for credit losses · Total nonaccrual · Past due 90 days or more and still accruing
Commercial$281$333$-$302$355$-
Agricultural577577-567567-
Real estate – residential8181-8383-
Real estate – commercial1,0521,052-1,5791,579-
Real estate – construction & land development------
Equity lines of credit828828-650650-
Auto760760-792792-
Other5555-7779-
Total Gross Loans$3,634$3,686$-$4,050$4,105$-

The Company places loans90 days or more past due on nonaccrual status unless the loan is well secured and in the process of collection. A loan is considered to be in the process of collection if, based on a probable specific event, it is expected that the loan will be repaid or brought current. Generally, this collection period wouldnot exceed90 days. When a loan is placed on nonaccrual status the Company's general policy is to reverse and charge against current income previously accrued but unpaid interest. Interest income on such loans is subsequently recognized only to the extent that cash is received, and future collection of principal is deemed by management to be probable. Where the collectability of the principal or interest on a loan is considered to be doubtful by management, it is placed on nonaccrual status prior to becoming90 days delinquent.

The following tables show interest reversed against interest income for loans placed on nonaccrual status during thethree months ended* March 31, 2025and2024*.

Three months ended:
(in thousands)March 31, 2025March 31, 2024
Commercial$4$4
Agricultural1-
Real estate – residential-9
Real estate – commercial-14
Equity lines of credit410
Auto32
Other1-
Total$13$39

On* March 31, 2025*, and* December 31, 2024,there wasone* commercial nonaccrual loan with an amortized cost of $52,000 and $55,000, respectively that had an allowance for credit losses totaling $29,000. No income was recognized on nonaccrual loans accounted on a cash basis during thethree months ended* March 31, 2025and2024*.

13

The following table presents the amortized cost basis of loans at* March 31, 2025*, that were both experiencing financial difficulty and modified during thethree months ended* March 31, 2025*, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.

Term Extension
(in thousands)Amortized Cost BasisTotal Class of Financing Receivable
Agricultural6,6385.91%
Real estate – commercial7720.12%
Total$7,4100.73%

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty as of* March 31, 2025*:

Weighted-Average Term Extension (in months)
Agricultural5.4
Real estate – commercial3.0
Total5.1

The following table presents the amortized cost basis of loans at* March 31, 2024*, that were both experiencing financial difficulty and modified during thethree months ended* March 31, 2024*, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.

Term Extension
(in thousands)Amortized Cost BasisTotal Class of Financing Receivable
Commercial360.04%

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty as of* March 31, 2024*:

Weighted-Average Term Extension (in months)
Commercial6.0

Loans with payment defaults by borrowers experiencing financial difficulty during thethree months ended* March 31, 2025*, which had material modifications in rate, term or principal forgiveness during thetwelve months prior to default consisted ofone Agricultural loan totaling $2.0 million. This loan had a payment during the current quarter which brought it current as of* March 31, 2025,under its modified terms. There wereno loans payment defaults by borrowers experiencing financial difficulty during thethree* months ended* March 31, 2024*, which had material modifications in rate, term or principal forgiveness during thetwelve months prior to default.

The following tables show the allocation of the allowance for credit losses at the dates indicated, in thousands:

Three Months Ended March 31, 2025:CommercialAgriculturalReal Estate-ResidentialReal Estate-CommercialReal Estate-ConstructionEquity LOCAutoOtherTotal
Allowance for credit losses
Beginning balance$1,265$1,802$102$7,459$815$460$1,215$78$13,196
Charge-offs(165)-----(119)(28)(312)
Recoveries4-1---1773185
Provision for (recovery of) credit losses182(37)8176(23)93(190)41250
Ending balance$1,286$1,765$111$7,635$792$553$1,083$94$13,319
Three Months Ended March 31, 2024:
Allowance for credit losses
Beginning balance$1,134$1,738$137$6,678$797$439$1,865$79$12,867
Charge-offs(43)-----(633)(4)(680)
Recoveries9-1---57370
Provision for (recovery of) credit losses211(86)(4)239121(2)41110900
Ending balance$1,311$1,652$134$6,917$918$437$1,700$88$13,157

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The following tables summarize the activity in the reserve for unfunded commitments, which is recorded on the balance sheet within other liabilities, for thethree months ended* March 31, 2025and2024*.

Three months ended:
(in thousands)March 31, 2025March 31, 2024
Beginning balance$620$799
Recovery of provision for credit losses-(79)
Ending balance$620$720

The following tables show an aging analysis of the loan portfolio by the time past due, in thousands:

Total
March 31, 2025 · 90 Days · Past Due
30-59 Days · 60-89 Days · and Still · and
Past Due · Past Due · Accruing · Nonaccrual · Nonaccrual · Current · Total
Commercial$463$42$-$333$838$77,683$78,521
Agricultural370336-5771,283110,966112,249
Real estate – residential348153-8158211,05111,633
Real estate – commercial835346-1,0522,233659,340661,573
Real estate - construction & land-----46,62146,621
Equity Lines of Credit375153-8281,35638,16439,520
Auto1,111312-7602,18356,84059,023
Other8611-551524,6784,830
Total$3,588$1,353$-$3,686$8,627$1,005,343$1,013,970
Total
December 31, 2024 · 90 Days · Past Due
30-59 Days · 60-89 Days · and Still · and
Past Due · Past Due · Accruing · Nonaccrual · Nonaccrual · Current · Total
Commercial$1,074$533$-$355$1,962$76,232$78,194
Agricultural273--567840118,270119,110
Real estate – residential348319-8375010,81811,568
Real estate - commercial1,95482-1,5793,615643,336646,951
Real estate - construction & land2,133---2,13351,15253,285
Equity Lines of Credit1,416189-6502,25536,50038,755
Auto1,251242-7922,28563,29965,584
Other727-791584,9665,124
Total$8,521$1,372$-$4,105$13,998$1,004,573$1,018,571

15

The following tables present the amortized cost basis of collateral dependent loans by class of loans at* March 31, 2025* in thousands:

Commercial -1st · SFR-1st · SFR-2nd · SFR-3rd
Equipment · Crops · Deed · Deed · Deed · Deed · Total
Commercial$231$-$-$-$-$-$231
Agricultural-535----535
Real estate – residential-------
Real estate – commercial--756-16547968
Real estate - construction & land-------
Equity Lines of Credit----281-281
Auto-------
Other-------
Total$231$535$756$-$446$47$2,015

The following tables present the amortized cost basis of collateral dependent loans by class of loans at* December 31, 2024* in thousands:

Commercial -1st · SFR-1st · SFR-2nd · SFR-3rd
Equipment · Crops · Deed · Deed · Deed · Deed · Total
Commercial$245$-$-$-$-$-$245
Agricultural-535----535
Real estate – residential-------
Real estate – commercial--73953652501,494
Real estate - construction & land-------
Equity Lines of Credit---173-173
Total$245$535$739$53$825$50$2,447

5. COMMITMENTS AND CONTINGENCIES

The Company is party to claims and legal proceedings arising in the ordinary course of business. In the opinion of the Company’s management, the amount of ultimate liability with respect to such proceedings willnot have a material adverse effect on the financial condition or result of operations of the Company taken as a whole. In the normal course of business, there are various outstanding commitments to extend credit, which arenot reflected in the financial statements, including loan commitments of $157.9 million and $155.4 million and stand-by letters of credit of $0 at* March 31, 2025* and* December 31, 2024*, respectively.

Of the loan commitments outstanding at* March 31, 2025*, $15.5 million are real estate construction loan commitments that are expected to fund within the nexttwelve months. The remaining commitments primarily relate to revolving lines of credit or other commercial loans, and many of these are expected to expire without being drawn upon. Therefore, the total commitments donot necessarily represent future cash requirements. Each loan commitment and the amount and type of collateral obtained, if any, are evaluated on an individual basis. Collateral held varies, but* mayinclude real property, bank deposits, debt or equity securities or business assets. The reserve for unfunded commitments at March 31, 2025* and* December 31, 2024* totaled $620,000.

Stand-by letters of credit are conditional commitments written to guarantee the performance of a customer to athird party. These guarantees are primarily related to the purchases of inventory by commercial customers and are typically short-term in nature. Credit risk is similar to that involved in extending loan commitments to customers and accordingly, evaluation and collateral requirements similar to those for loan commitments are used.

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6. EARNINGS PER SHARE

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, result in the issuance of common stock which shares in the earnings of the Company. The treasury stock method has been applied to determine the dilutive effect of stock options in computing diluted earnings per share.

For the Three Months Ended
March 31,
(In thousands, except per share data)20252024
Net Income:
Net income$7,180$6,254
Earnings Per Share:
Basic earnings per share$1.21$1.06
Diluted earnings per share$1.20$1.05
Weighted Average Number of Shares Outstanding:
Basic shares5,9115,887
Effect of dilutive of stock options and restricted stock9159
Diluted shares6,0025,946

There wereno stock options having an antidilutive effect during thethree-month period ended* March 31, 2025and2024*.

7. STOCK-BASED COMPENSATION

In* May 2022,the Company’s shareholders approved the2022* Equity Incentive Plan (the*“2022* Plan”), which provides for the grant of up to 576,550 shares of common stock, including 126,550 shares that remained available for grant under the2013 Stock Option Plan when the2022 Plan was adopted. The2022 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The frequency, amount and terms of stock-based awards* maybe determined by the Board of Directors or its compensation committee, consistent with the terms and purposes of the2022* plan.

In* May 2013,the Company established the2013* Stock Option Plan for which 114,342 shares of common stock are reserved. With the establishment of the Company’s2022 Equity Incentive Plan,no further options* maybe issued under the2013* Stock Option Plan, though options previously granted continue to be outstanding and governed by the2013 Stock Option Plan.

There wereno options granted under the2022 Plan during thethree months ended* March 31, 2025*.107,200 options were granted under the2022 Plan during thethree months ended* March 31,*2024.The fair value of each option was estimated on the date of grant using the following assumptions.

Expected life of stock options (in years)6.2
Risk free interest rate3.98%
Annualized Volatility32.3%
Dividend yields3.17%
Weighted-average fair value of options granted during the three months ended March 31, 2024$9.25

A summary of the activity within the2013 Plan follows:

SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Term in YearsIntrinsic Value
Options outstanding at January 1, 2024165,517$21.52
Options exercised(32,070)17.03
Options cancelled(1,600)24.40
Options outstanding at December 31, 2024131,847$22.58
Options cancelled
Options exercised(17,505)23.44
Options outstanding at March 31, 2025114,342$22.452.0$2,381,744
Options exercisable at March 31, 2025114,342$22.452.0$2,381,744

17

A summary of the activity within the2022 Plan follows:

SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Term in YearsIntrinsic Value
Options outstanding at January 1, 2024105,500$31.00
Options granted107,20034.07
Options cancelled(1,200)34.07
Options exercised(1,300)31.00
Options outstanding at December 31, 2024210,200$32.55
Options granted-
Options cancelled(1,560)34.07
Options exercised(120)34.07
Options outstanding at March 31, 2025208,520$32.547.9$2,237,420
Options exercisable at March 31, 202564,560$32.007.6$727,591
Expected to vest after March 31, 2025134,271$32.788.1$1,408,503

As of* March 31, 2025*, there was $1.2 million in total unrecognized compensation cost related to non-vested stock options under the2022 plan. That cost is expected to be recognized over a weighted average period of 3.3 years. There wereno unrecognized costs remaining under the2013 plan as of* March 31, 2025*.

Information related to the stock options plans during the three months ended March 31, 2025 and 2024.

20252024
Fair value of options vested$193,000$199,000
Intrinsic value of options exercised$372,000$532,000
Cash received from option exercises$329,000$359,000
Tax benefit from option exercises$17,000$69,000
Compensation cost$67,000$88,000
Tax benefit associated with compensation cost$5,000$7,000

During thethree months ended* March 31, 2024,the Company granted 3,033 restricted stock units with a fair value of $34.07 per share and aone-year vesting period. Compensation costs related to these units during thethree* months ended* March 31, 2025,and March 31,2024, were $14,000 and $12,000, respectively. As of March 31, 2025*, there wasno unrecognized compensation cost related to restricted stock units.

8. INCOME TAXES

The Company files its income taxes on a consolidated basis with its subsidiary. Income tax expense is the total of current year income tax due or refundable and the change in deferred tax assets and liabilities.

Deferred tax assets and liabilities are recognized for the tax consequences of temporary differences between the reported amount of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A valuation allowance is recognized if, based on the weight of available evidence, management believes it is more likely thannot that some portion or all of the deferred tax assets willnot be realized. On the consolidated balance sheet, net deferred tax assets are included in accrued interest receivable and other assets.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely thannot that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken arenot offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest expense and penalties associated with unrecognized tax benefits, if any, are classified as income tax expense in the consolidated statements of income. There have beenno significant changes to unrecognized tax benefits or accrued interest and penalties for thethree months ended* March 31, 2025and2024*.

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9. FAIR VALUE MEASUREMENT

FASB ASC820, “Fair Value Measurement and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describesthree levels of inputs that* may*be used to measure fair value:

The Company measures fair value under the fair value hierarchy described below.

Level1: Quoted prices for identical instruments traded in active exchange markets.

Level2: Quoted prices (unadjusted) for similar instruments in active markets, quoted prices for identical or similar instruments in markets that arenot active and model-based valuation techniques for which all significant assumptions are observable or can be corroborated by observable market data.

Level3: Model based techniques that useone significant assumptionnot observable in the market. These unobservable assumptions reflect the Company’s estimates of assumptions that market participants would use on pricing the asset or liability. Valuation techniques include management judgment and estimation which* may*be significant.

In certain cases, the inputs used to measure fair value* may*fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Management monitors the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques* mayrequire the transfer of financial instruments fromone* fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period.

Management evaluates the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total assets, total liabilities or total earnings.

Fair Value of Financial Instruments

FASB ASC825, Financial Instruments, requires disclosure about fair value of financial instruments, including those financial assets and financial liabilities that arenot required to be measured and reported at fair value on a recurring or nonrecurring basis. ASC825 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’s financial instruments are presented in the following tables whether ornot recognized on the Consolidated Balance Sheets at fair value.

The carrying amounts and estimated fair values of financial instruments, at* March 31, 2025* follows, in thousands:

Fair Value Measurements at March 31, 2025, Using:
Carrying Value · Level 1 · Level 2 · Level 3 · Total Fair Value
Financial assets:
Cash and cash equivalents$87,327$87,327$-$-$87,327
Investment securities447,293-447,293-447,293
Loans, net1,000,651--974,008974,008
FHLB stock6,234-6,234-6,234
FRB Stock1,383-1,383-1,383
Financial liabilities:
Deposits1,373,0611,290,082-81,8621,371,944
Repurchase agreements18,732-18,732-18,732
Borrowings15,000--14,08314,083

The carrying amounts and estimated fair values of financial instruments, at* December 31, 2024* follows, in thousands:

Fair Value Measurements at December 31, 2024 Using:
Financial assets: · Carrying Value · Level 1 · Level 2 · Level 3 · Total Fair Value
Cash and cash equivalents$82,018$82,018$-$-$82,018
Investment securities437,735-437,735-437,735
Loans, net1,005,375--981,114981,114
FHLB stock6,234-6,234-6,234
FRB Stock1,380-1,380-1,380
Financial liabilities:
Deposits1,371,1011,276,912-94,1611,371,073
Repurchase agreements22,073-22,073-22,073
Borrowings15,000--13,96713,967

The methods and assumptions used to estimate the fair value of each class of financial instrumentsnot measured at fair value are as follows:

Cash and cash equivalents - The carrying values of cash and due from banks are of such short duration that carrying value reasonably approximates fair value.

Loans - Loans are generally valued by discounting expected cash flows using market inputs with adjustments based on cohort level assumptions for certain loan types as well as internally developed estimates at a business segment level. Due to the significance of the unobservable market inputs and assumptions, as well as the absence of a liquid secondary market for most loans, these loans are classified as Level3. Nonaccrual loans are written down and reported at their estimated recovery value which approximates their fair value and classified as Level3.

19

FHLB/FRB stock -The carrying value of restricted equity investments approximates fair value based on the redemption provisions of the issuer and classified as Level2.

Deposits - The estimated fair value of deposits withno stated maturity, such as demand deposit accounts, money market accounts, and savings accounts was the amount payable on demand at the reporting date. The fair value of time deposits was estimated based on a discounted cash flow technique using Level3 inputs appropriate to the contractual maturity.

Repurchase agreements - The fair value of the repurchase agreement is based on Level2 inputs. The primary inputs used in the valuation include the market interest rate and the credit quality of the underlying securities.

Borrowings - The cash flows were calculated using the contractual features of the borrowing and then discounted using observable market

Becauseno market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding current economic conditions, risk characteristics of various financial instruments and other factors. Those estimates that are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision are included in Level3. Changes in assumptions could significantly affect the fair values presented.

These estimates donot reflect any premium or discount that could result from offering the Company's entire holdings of a particular financial instrument for sale atone time, nor do they attempt to estimate the value of anticipated future business related to the instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and havenot been considered in any of these estimates.

The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring and non-recurring basis as of* March 31, 2025* and* December 31, 2024*, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

Assets and liabilities measured at fair value on a recurring basis at* March 31, 2025* are summarized below, in thousands:

Fair Value Measurements at
March 31, 2025 Using
Quoted
Prices in
Active · Significant
Markets for · Other · Significant
Identical · Observable · Unobservable
Assets · Inputs · Inputs
Total Fair Value · (Level 1) · (Level 2) · (Level 3)
Assets:
U.S. Government-sponsored agencies collateralized by mortgage obligations- residential229,554-229,554-
U.S. Government agencies collateralized by mortgage obligations-commercial130,750-130,750-
Obligations of states and political subdivisions86,989-86,989-
$447,293$-$447,293$-

Assets and liabilities measured at fair value on a recurring basis at* December 31, 2024* are summarized below, in thousands:

Fair Value Measurements at
December 31, 2024 Using
Quoted
Prices in
Active · Significant
Markets for · Other · Significant
Identical · Observable · Unobservable
Assets · Inputs · Inputs
Total Fair Value · (Level 1) · (Level 2) · (Level 3)
Assets:
U.S. Government-sponsored agencies collateralized by mortgage obligations - residential228,391-228,391-
U.S. Government-agencies collateralized by mortgage obligations - commercial121,870-121,870-
Obligations of states and political subdivisions87,474-87,474-
$437,735$-$437,735$-

The fair value of securities available-for-sale equals quoted market price, if available. If quoted market prices arenot available, fair value is determined using quoted market prices for similar securities or matrix pricing. There wereno changes in the valuation techniques used during2025 or2024. Transfers between hierarchy measurement levels are recognized by the Company as of the beginning of the reporting period. Changes in fair market value are recorded in other comprehensive income.

20

Assets and liabilities measured at fair value on a non-recurring basis at* March 31, 2025* are summarized below, in thousands:

Fair Value Measurements at
March 31, 2025 Using
Total Fair Value · Quoted Prices in Active Markets for Identical Assets (Level 1) · Significant Other Observable Inputs (Level 2) · Significant Unobservable Inputs (Level 3) · Total Losses Three Months Ended March 31, 2025
Assets:
Collateral-dependent loans
Commercial$24$-$-$24$-
Other Real Estate Owned:
RE – Residential$91$-$-$91$-

Assets and liabilities measured at fair value on a non-recurring basis at* December 31, 2024* are summarized below, in thousands:

Fair Value Measurements at
December 31, 2024 Using
Total Fair Value · Quoted Prices in Active Markets for Identical Assets (Level 1) · Significant Other Observable Inputs (Level 2) · Significant Unobservable Inputs (Level 3) · Total Losses Three Months Ended March 31, 2024
Assets:
Collateral-dependent loans
Commercial$24$-$-$24$-
Other Real Estate Owned:
RE – Residential$91$-$-$91$-

The following methods were used to estimate fair value.

Collateral-Dependent Loans: The Bank doesnot record loans at fair value on a recurring basis. However, from time to time, fair value adjustments are recorded on these loans to reflect partial write-downs, through charge-offs or specific reserve allowances, that are based on fair value estimates of the underlying collateral. The fair value estimates for collateral-dependent loans are generally based on recent real estate appraisals or broker opinions, obtained from independentthird parties, which are frequently adjusted by management to reflect current conditions and estimated selling costs (Level3).No impairment charges were recognized during thethree months ended* March 31, 2025,and2024,* related to the above collateral dependent loan. The collateral- dependent loans at* March 31, 2025and December 31, 2024consist solely ofone* loan which had been allocated a specific credit reserve.

Other Real Estate: Nonrecurring adjustments to certain real estate properties classified as other real estate owned are measured at the lower of carrying amount or fair value, less costs to sell. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized. Fair values are generally based onthird party appraisals of the property which are commonly adjusted by management to reflect current conditions and selling costs (Level3).

Appraisals for both collateral-dependent loans and other real estate are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Loan Administration Department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On a quarterly basis, the Company compares the actual selling price of similar collateral that has been liquidated to the most recent appraised value for unsold properties to determine what additional adjustment, if any, should be made to the appraisal value to arrive at fair value. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available.

21

The following table presents quantitative information about Level3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at* March 31, 2025* and* December 31, 2024* (dollars in thousands):

Range · Range
Fair Value · Fair Value · Valuation · (Weighted Average) · (Weighted Average)
Description3/31/202512/31/2024TechniqueSignificant Unobservable Input3/31/202512/31/2024
Collateral-dependent loans
Commercial$24$24Third Party appraisalsManagement Adjustments to Reflect Current Conditions and Selling Costs55%53%
Other Real Estate:
RE – Residential$91$91Third Party appraisalsManagement Adjustments to Reflect Current Conditions and Selling Costs60%60%

10. OTHER COMPREHENSIVE LOSS

The changes in the accumulated balances for each component of other comprehensive loss, net of tax for the three months ended March 31, 2024 and March 31, 2025 were as follows:

UnrealizedAccumulated
LossesComprehensive
on AFS SecuritiesLoss, net of tax
Beginning Balance, January 1, 2024$(46,088)$(32,464)
Current year-to-date other comprehensive income12,8479,049
Ending balance, March 31, 2024$(33,241)$(23,415)
Beginning Balance, January 1, 2025$(35,698)$(25,145)
Current year-to-date other comprehensive income5,5133,883
Ending balance, March 31, 2025$(30,185)$(21,262)

Reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2025 and March 31, 2024, were as follows:

Amounts Reclassified from Accumulated Other Comprehensive Loss
Details about Accumulated Other Comprehensive (Loss) Components · Three Months Ended March 31, 2025 · Three Months Ended March 31, 2024 · Affected Line Item on the Statement of Income
Investment securities:
Loss on sale of investment securities$-$19,826Non-Interest Income
Tax effect-(5,861)Provision for income taxes
Total reclassifications for the period$-$13,965Net income

11. RECENT ACCOUNTING PRONOUNCEMENTS Pending Accounting Pronouncements Accounting Standards Update 2023-09 “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures” (“ASU 2023-09”): In December 2023, the FASB amended the Income Taxes topic in the Accounting Standards Codification to improve the transparency of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company does not expect these amendments to have a material effect on its financial statements. . Accounting Standards Update 2024-03 “Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): In November 2024, the FASB amended the Income Statement— Reporting Comprehensive Income topic in the Accounting Standards Codification to require public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. The amendments are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements. Impact of Recently Issued Accounting Pronouncements In November 2023, FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which amends the disclosure requirements related to segment reporting primarily through enhanced disclosure about significant segment expenses and by requiring disclosure of segment information on an annual and interim basis. ASU 2023-07 was effective January 1, 2024 and did not have a significant impact on the Company's financial statements.

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PART I – FINANCIAL INFORMATION

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